<PAGE>

                                                                    Exhibit 4.25


                                    FORM OF


                          DANKA BUSINESS SYSTEMS PLC

                        10% Subordinated Notes due 2008



                                   INDENTURE
                          Dated as of _____ __, 2001



                                 HSBC BANK USA
                                  as Trustee
<PAGE>

                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
                                                                                                Indenture
TIA Section                                                                                      Section
-----------                                                                                     ---------
<S>                                                                                             <C>
SECTION 310     (a)(1)........................................................................   7.10
                (a)(2)........................................................................   7.10
                (a)(3)........................................................................   N.A.
                (a)(4)........................................................................   N.A.
                (a)(5)........................................................................   7.10
                (b)...........................................................................   7.8
                   ...........................................................................   7.10
                   ...........................................................................   13.2
                (c)...........................................................................   N.A.

SECTION 311     (a)...........................................................................   7.11
                (b)...........................................................................   7.11
                (c)...........................................................................   N.A.

SECTION 312     (a)...........................................................................   2.6
                (b)...........................................................................   13.3
                (c)...........................................................................   13.3

SECTION 313     (a)...........................................................................   7.6
                (b)(1)........................................................................   7.6
                (b)(2)........................................................................   7.6
                (c)...........................................................................   7.6
                   ...........................................................................   13.2
                (d)...........................................................................   7.6

SECTION 314     (a)...........................................................................   4.4
                   ...........................................................................   4.7
                   ...........................................................................   13.2
                (b)...........................................................................   N.A.
                (c)(1)........................................................................   13.4
                (c)(2)........................................................................   13.4
                (c)(3)........................................................................   N.A.
                (d)...........................................................................   N.A.
                (e)...........................................................................   13.5
                (f)...........................................................................   N.A.

SECTION 315     (a)...........................................................................   7.1(b)
                (b)...........................................................................   7.5
                   ...........................................................................   13.2
                (c)...........................................................................   7.1(a)
                (d)...........................................................................   7.1(c)
                (e)...........................................................................   6.11

SECTION 316     (a)(last sentence)............................................................   2.12
                (a)(1)(A).....................................................................   6.5
                   ...........................................................................   6.6
                (a)(1)(B).....................................................................   6.4
                (a)(2)........................................................................   N.A.
                (b)...........................................................................   6.7
                (c)...........................................................................   9.4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                Indenture
TIA Section                                                                                      Section
-----------                                                                                     ---------
<S>                                                                                             <C>
SECTION 317     (a)(1)........................................................................   6.2
                   ...........................................................................   6.3
                (a)(2)........................................................................   6.2
                   ...........................................................................   6.9
                (b)...........................................................................   2.5

SECTION 318     (a)...........................................................................   13.1

SECTION 318     (c)...........................................................................   13.1
</TABLE>

_______________________

N.A. means not applicable.

NOTE: This Cross-Reference Table is not part of the Indenture.

                                      ii
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                           <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.........................................................    1

   SECTION 1.1    Definitions................................................................................    1
   SECTION 1.2    Other Definitions..........................................................................    6
   SECTION 1.3    Incorporation by Reference of Trust Indenture Act..........................................    7
   SECTION 1.4    Rules of Construction......................................................................    8
   SECTION 1.5    Acts of Holders............................................................................    8

ARTICLE 2 THE NOTES..........................................................................................    9

   SECTION 2.1    Form and Dating............................................................................    9
   SECTION 2.2    Denominations..............................................................................    9
   SECTION 2.3    Execution and Authentication...............................................................    9
   SECTION 2.4    Registrar and Paying Agent.................................................................   10
   SECTION 2.5    Paying Agent to Hold Money in Trust........................................................   10
   SECTION 2.6    Noteholder Lists...........................................................................   10
   SECTION 2.7    Transfer and Exchange......................................................................   11
   SECTION 2.8    Book-Entry Provisions for Global Notes.....................................................   11
   SECTION 2.9    Deposit of Monies..........................................................................   12
   SECTION 2.10      Replacement Notes.......................................................................   12
   SECTION 2.11      Outstanding Notes.......................................................................   12
   SECTION 2.12      Treasury Notes..........................................................................   13
   SECTION 2.13      Temporary Notes.........................................................................   13
   SECTION 2.14      Cancellation............................................................................   13
   SECTION 2.15      Defaulted Interest......................................................................   13
   SECTION 2.16      Persons Deemed Owners...................................................................   14
   SECTION 2.17      CUSIP, CINS and ISIN Numbers............................................................   14
   SECTION 2.18      Issuance of Additional Notes............................................................   14

ARTICLE 3 REDEMPTION.........................................................................................   14

   SECTION 3.1    Notices to Trustee.........................................................................   14
   SECTION 3.2    Selection of Notes to Be Redeemed..........................................................   15
   SECTION 3.3    Notice of Redemption.......................................................................   15
   SECTION 3.4    Effect of Notice of Redemption.............................................................   16
   SECTION 3.5    Deposit of Redemption Price................................................................   16
   SECTION 3.6    Notes Redeemed in Part.....................................................................   16
   SECTION 3.7    Optional Redemption........................................................................   16
   SECTION 3.8    [Intentionally Omitted]....................................................................   17
   SECTION 3.9    Optional Tax Redemption....................................................................   17
   SECTION 3.10      Optional Redemption Following an Equity Offering........................................   18

ARTICLE 4 COVENANTS..........................................................................................   18

   SECTION 4.1    Payment of Principal and Interest..........................................................   18
   SECTION 4.2    Maintenance of Office or Agency for Notices and Demands....................................   19
   SECTION 4.3    Property and Insurance Matters.............................................................   19
   SECTION 4.4    Compliance Certificate and Opinion of Counsel; Notice of  Default..........................   19
   SECTION 4.5    Corporate Existence........................................................................   19
   SECTION 4.6    Payment of Taxes and Other Claims..........................................................   19
   SECTION 4.7    Reports....................................................................................   20
   SECTION 4.8    Waiver of Stay, Extension or Usury Laws....................................................   20
   SECTION 4.9    Payment of Additional Amounts..............................................................   20
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                             <C>
   SECTION 4.10      [Intentionally Omitted].................................................................   21
   SECTION 4.11      [Intentionally Omitted].................................................................   21
   SECTION 4.12      [Intentionally Omitted].................................................................   21
   SECTION 4.13      [Intentionally Omitted].................................................................   21
   SECTION 4.14      Limitation on Transactions with Affiliates..............................................   21
   SECTION 4.15      [Intentionally Omitted].................................................................   21
   SECTION 4.16      [Intentionally Omitted].................................................................   21
   SECTION 4.17      Change of Control.......................................................................   22
   SECTION 4.18      Limitations on Payments for Consent.....................................................   22
   SECTION 4.19      Limitation on Business Activities.......................................................   23
   SECTION 4.20      [Intentionally Omitted].................................................................   23
   SECTION 4.21      [Intentionally Omitted].................................................................   23
   SECTION 4.22      Maintenance of All Registration, Regulations and Licenses...............................   23
   SECTION 4.23      Internal Revenue Service Filing.........................................................   23

ARTICLE 5 SUCCESSORS.........................................................................................   23

   SECTION 5.1    Limitation on Mergers, Consolidations and Sales of All Assets in respect to the Company....   23
   SECTION 5.2    Successor Corporation Substituted..........................................................   24

ARTICLE 6 DEFAULTS AND REMEDIES..............................................................................   24

   SECTION 6.1    Events of Default..........................................................................   24
   SECTION 6.2    Acceleration...............................................................................   26
   SECTION 6.3    Other Remedies.............................................................................   26
   SECTION 6.4    Waiver of Past Defaults....................................................................   27
   SECTION 6.5    Control by Majority........................................................................   27
   SECTION 6.6    Limitation on Suits........................................................................   27
   SECTION 6.7    Rights of Holders to Receive Payment.......................................................   27
   SECTION 6.8    Collection Suit by Trustee.................................................................   28
   SECTION 6.9    Trustee May File Proofs of Claim...........................................................   28
   SECTION 6.10      Priorities..............................................................................   28
   SECTION 6.11      Undertaking for Costs...................................................................   29
   SECTION 6.12      Reports to the Trustee..................................................................   29

ARTICLE 7 TRUSTEE............................................................................................   29

   SECTION 7.1    Duties of Trustee..........................................................................   29
   SECTION 7.2    Rights of Trustee..........................................................................   30
   SECTION 7.3    Individual Rights of Trustee...............................................................   30
   SECTION 7.4    Trustee's Disclaimer.......................................................................   30
   SECTION 7.5    Notice of Defaults.........................................................................   31
   SECTION 7.6    Reports by Trustee to Holders..............................................................   31
   SECTION 7.7    Compensation and Indemnity.................................................................   31
   SECTION 7.8    Replacement of Trustee.....................................................................   32
   SECTION 7.9    Successor Trustee by Merger, Etc...........................................................   32
   SECTION 7.10      Eligibility; Disqualification...........................................................   33
   SECTION 7.11      Preferential Collection of Claims Against Company.......................................   33
   SECTION 7.12      Permitted Transactions..................................................................   33

ARTICLE 8 DISCHARGE OF INDENTURE.............................................................................   33

   SECTION 8.1    Legal Defeasance and Covenant Defeasance of the Notes......................................   33
   SECTION 8.2    Termination of Obligations Upon Cancellation of the Notes..................................   35
   SECTION 8.3    Survival of Certain Obligations............................................................   35
   SECTION 8.4    Acknowledgment of Discharge by Trustee.....................................................   35
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                             <C>
   SECTION 8.5    Application of Trust Assets................................................................   36
   SECTION 8.6    Repayment to the Company; Unclaimed Money..................................................   36
   SECTION 8.7    Reinstatement..............................................................................   36

ARTICLE 9 AMENDMENTS.........................................................................................   36

   SECTION 9.1    Without Consent of Holders.................................................................   36
   SECTION 9.2    With Consent of Holders....................................................................   37
   SECTION 9.3    Compliance with Trust Indenture Act........................................................   38
   SECTION 9.4    Revocation and Effect of Consents..........................................................   38
   SECTION 9.5    Notation on or Exchange of Notes...........................................................   39
   SECTION 9.6    Trustee to Sign Amendments.................................................................   39

ARTICLE 10 [INTENTIONALLY OMITTED]...........................................................................   39

ARTICLE 11 SUBORDINATION.....................................................................................   39

   SECTION 11.1   Ranking....................................................................................   39
   SECTION 11.2   Priority and Payment Over of Proceeds in Certain Events....................................   39
   SECTION 11.3   Payments May Be Made Prior to Notice.......................................................   41
   SECTION 11.4   Rights of Holders of Senior Debt Not to Be Impaired........................................   42
   SECTION 11.5   Authorization to Trustee to Take Action to Effectuate Subordination........................   42
   SECTION 11.6   Subrogation................................................................................   42
   SECTION 11.7   Obligations of Company Unconditional.......................................................   42
   SECTION 11.8   The Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice................   43
   SECTION 11.9   Right of Trustee to Hold Senior Debt.......................................................   43
   SECTION 11.10  No Implied Covenants by or Obligations of the Trustee......................................   43

ARTICLE 12 MEETINGS OF HOLDERS OF THE NOTES..................................................................   43

   SECTION 12.1   Purposes of the Meetings...................................................................   43
   SECTION 12.2   Place of Meetings; Expenses................................................................   44
   SECTION 12.3   Call and Notice of Meetings................................................................   44
   SECTION 12.4   Voting at Meetings.........................................................................   44
   SECTION 12.5   Voting Rights, Conduct and Adjournment.....................................................   44
   SECTION 12.6   Revocation of Consent by Holders...........................................................   45

ARTICLE 13 MISCELLANEOUS.....................................................................................   45

   SECTION 13.1   Trust Indenture Act Controls...............................................................   45
   SECTION 13.2   Notices....................................................................................   45
   SECTION 13.3   Communication by Holders with Other Holders................................................   46
   SECTION 13.4   Certificate and Opinion as to Conditions Precedent.........................................   46
   SECTION 13.5   Statements Required in Certificate or Opinion..............................................   47
   SECTION 13.6   Rules by Trustee and Agents................................................................   47
   SECTION 13.7   Legal Holidays.............................................................................   47
   SECTION 13.8   No Recourse Against Others.................................................................   47
   SECTION 13.9   Governing Law..............................................................................   47
   SECTION 13.10  No Adverse Interpretation of Other Agreements..............................................   47
   SECTION 13.11  Successors.................................................................................   47
   SECTION 13.12  Severability...............................................................................   47
   SECTION 13.13  Counterpart Originals......................................................................   48
   SECTION 13.14  Variable Provisions........................................................................   48
   SECTION 13.15  Qualification of Indenture.................................................................   48
</TABLE>

                                      iii
<PAGE>

<TABLE>
   <S>                                                                                                          <C>
   SECTION 13.16  Table of Contents, Headings, Etc...........................................................   48
   SECTION 13.17  Indenture Controls over Form of Note.......................................................   48
</TABLE>

         EXHIBIT A.  Form of Note

                                      iv
<PAGE>

     INDENTURE dated as of _______ __, 2001 between Danka Business Systems PLC,
a public limited company organized under the laws of England and Wales (the
"Company"), and HSBC Bank USA, a banking corporation and trust company organized
under the laws of the State of New York, as trustee (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders (as defined below) of the Company's 10%
Subordinated Notes due April 1, 2008 (the "Notes"):

                                   ARTICLE 1

                  DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1  Definitions.

     The term "AFFILIATE" shall mean, with respect to any specified Person,  any
other Person who directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with, such specified
Person.  For the purposes of this definition, "control" when used with respect
to any Person means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
provided, that beneficial ownership of 10% or more of the Voting Stock of a
Person will be deemed to be control.  The terms "controlling" and "controlled"
have meaning correlative to the foregoing.

     The term "AGENT" shall mean any registrar or paying agent, custodian for
the Notes, or authenticating agent or co-registrar.

     The term "BANKRUPTCY LAW" shall mean the United Kingdom Insolvency Act
1986, as supplemented or amended, together with all rules, regulations and
instruments made thereunder and applicable United Kingdom law related to
bankruptcy, insolvency, winding up, administration, receivership and other
similar matters, the United States Bankruptcy Code or any similar federal, state
or foreign law for the relief of creditors.

     The term "BOARD OF DIRECTORS," when used with reference to a Person shall
mean the board of directors or equivalent governing body of the Person or any
duly authorized committee of the board of directors or equivalent governing body
of the Person.

     The term "BOARD RESOLUTION" shall mean a duly adopted resolution of a Board
of Directors of a Person in full force and effect on the date of certification
certified by any Director, Secretary or Assistant Secretary of such Person.

     The term "BOOK-ENTRY DEPOSITARY" shall mean the book-entry depositary or
its nominee or the custodian of either, designated by the Company in the
Depositary Agreement until a successor depositary shall have become such
pursuant to the applicable provisions of the Depositary Agreement, and
thereafter  "Book-Entry Depositary" shall mean such successor book-entry
depositary or its nominee or the custodian of either.

     The term "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in New
York, New York are authorized or obligated by law or executive order to close.

     The term "CAPITAL STOCK" shall mean, with respect to any Person, any and
all shares, interest, participations, rights in or other equivalents (however
designated) of corporate stock of such Person and all other equity interests in
such Person.

     The term "CAPITALIZED LEASE OBLIGATION" shall mean as to any Person, the
obligations of such Person under a lease of real or personal property of such
Person that are required to be classified and accounted for
<PAGE>

as a capital lease or a liability on the face of a balance sheet of such Person
in accordance with GAAP. The stated maturity of such obligation shall be the
date of the last payment of rent or any other amount due under such lease prior
to the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

     The term "CHANGE OF CONTROL" shall mean the occurrence of one or more of
the following events:

     (a) any sale, assignment, transfer, lease, conveyance or other disposition
of all or substantially all the assets of the Company and its Subsidiaries taken
as a whole to any Person or group of Persons (other than Permitted Holders),
except to effect a Change of Domicile;

     (b) the approval by the holders of Capital Stock of the Company of a plan
or proposal for the liquidation or dissolution of the Company, other than to
effect a Change of Domicile;

     (c) a Person or group of Persons (as those terms are used in Section 13(d)
of the Exchange Act (other than Permitted Holders) is or becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, as amended) of a majority of the securities of the Company ordinarily
having the right to vote in the election of directors of the Company;

     (d) the replacement of a majority of the Board of Directors over a two-year
period from the directors who constituted the Board of Directors of the Company
at the beginning of such period, by persons who were not approved by a majority
vote of the directors then still in office who were either directors at the
beginning of such period or whose election as a director was previously so
approved; or

     (e) the merger or consolidation of the Company with or into another
corporation or the merger of another corporation into the Company with the
effect that immediately after such transaction any Person or group of Persons
(other than Permitted Holders) becomes the beneficial owner of securities of the
surviving corporation of such merger or consolidation representing a majority of
the combined voting power of the outstanding securities of the surviving
corporation ordinarily having the right to vote in the election of directors.

     The term "CHANGE OF DOMICILE" shall mean a transaction or a series of
related transactions, including without limitation (i) a consolidation,
amalgamation, or merger of the Company with or into any other Person; (ii)
acquisition of all of the Capital Stock of the Company; or (iii) sale,
assignment, transfer, lease, conveyance or otherwise disposition of all or
substantially all of the Company's assets (determined on a consolidated basis
for the Company and its Subsidiaries) to another Person, of which the sole
purpose is to reincorporate the Company in a jurisdiction other than England and
Wales or incorporate or organize a Successor Entity to the Company in a
jurisdiction other than England and Wales. For the purposes of this definition
of Change of Domicile, a "Successor Entity" shall mean an entity whose Voting
Stock following the Change of Domicile is owned or beneficially owned by the
same Persons in the same proportions as owned or beneficially owned the Voting
Stock of the Company immediately prior to the Change of Domicile.

     The term "CLEARSTREAM" shall mean Clearstream International.

     The term "CLOSING DATE" shall mean the date on which the Notes are
originally issued under this Indenture.

     The term "COMMISSION" shall mean the Securities and Exchange Commission.

     The term "COMPANY" shall mean Danka Business Systems, PLC and, subject to
the provisions of Article 5 hereof, shall also include its successors and
assigns.

     The term "CORPORATE TRUST OFFICE" shall mean the principal corporate trust
office of the Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date of execution of this
Indenture is located at c/o Issuer Services, 452 Fifth Avenue, New York, New
York  10018.

     The term "CREDIT FACILITY" shall mean the Credit Agreement dated December
5, 1996, by and among Danka Business Systems PLC, Dankalux Sarl & Co. SCA, Danka
Holding Company, the several financial institutions from time to time a party
and Bank of America NT&SA, as agent, as amended effective June 7, 2001, and as
the same may be amended, modified, supplemented, extended, renewed, restated,
refunded, refinanced, restructured or replaced from time to time and including
the new credit facility proposed to be entered into among the Company and the
other parties to the Credit Facility.

     The term "CUSTODIAN" shall mean any receiver, trustee, assignee,
liquidator, custodian, or similar official under any Bankruptcy Law.

     The term "DEBT" shall mean, with respect to any Person (without
duplication): (a) indebtedness of such Person, whether or not contingent, for
borrowed money; (b) indebtedness of such Person evidenced by bonds, debentures,
notes or other similar instruments; (c) all Capitalized Lease Obligations of
such Person; (d) all

                                       2
<PAGE>

indebtedness or other obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all
obligations under any title retention agreement (but excluding trade accounts
payable and other accrued liabilities arising in the ordinary course of business
that are not in default or overdue by 90 days or more or are being contested in
good faith by appropriate proceedings promptly instituted and diligently
conducted); (e) all indebtedness for the reimbursement of any obligation on any
letter of credit, banker's acceptance or similar credit transaction; (f)
guarantees and other contingent obligations in respect of indebtedness referred
to in (a) through (e) above and (h) and (i) below; (g) all indebtedness of any
other Person of the type referred to in (a) through (f) that are secured by any
Lien on any property or asset of the referent Person, the amount of such
obligation being deemed to be the lesser of the fair market value of such
property or asset or the amount of the obligation so secured; (h) all
indebtedness under currency agreements and interest swap agreements of such
Person; (i) all obligations under the TROL; and (j) all Disqualified Capital
Stock issued by such Person with the amount of indebtedness represented by such
Disqualified Capital Stock being equal to the greater of its voluntary or
involuntary liquidation preference and its maximum fixed repurchase price, but
excluding accrued dividends, if any. "Maximum fixed repurchase price" of any
Disqualified Capital Stock that does not have a fixed repurchase price is
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which the
indebtedness is required to be determined pursuant to this Indenture, and if
such price is based upon or measured by the fair market value of such
Disqualified Capital Stock, such fair market value will be determined reasonably
and in good faith by the Board of Directors of the issuer of the Disqualified
Capital Stock. The amount of any indebtedness (other than Disqualified Capital
Stock) outstanding as of any date is: (a) the accreted value to the extent the
indebtedness does not require current payments of interest; (b) the principal
amount together with any interest that is more than 30 days past due in the case
of any other indebtedness; (c) in the case of currency agreements and interest
swap agreements, the amount that would appear on the consolidated balance sheet
of the Person in accordance with GAAP; and (d) in the case of any guarantee or
other contingent obligation in respect of indebtedness of any other Person, the
maximum amount of such indebtedness, unless the liability is limited by the
terms of the guarantee or contingent obligation, in which case the amount of
such guarantee or other contingent obligation is deemed to equal the maximum
amount of such liability.

     The term "DEFAULT" shall mean any event or condition the occurrence of
which is, or with the lapse of time or the giving of notice (as provided in this
Indenture), or both, would be an Event of Default.

     The term "DEPOSITARY" shall mean The Depository Trust Company, its
nominees, and their respective successors, until a successor Depositary shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder.

     The term "DEPOSITARY AGREEMENT" shall mean the Note Depositary Agreement
dated as of the date of this Indenture between the Company and the Book-Entry
Depositary.

     The term "DESIGNATED SENIOR DEBT" shall mean (a) Debt under or in respect
of the Credit Facility, and (b) any other Debt constituting Senior Debt, which
at the time of determination has an aggregate principal amount of at least $50
million and is specifically designated in the instrument evidencing such Senior
Debt as "Designated Senior Debt" by the Company.

     The term "DISQUALIFIED CAPITAL STOCK" shall mean, with respect to any
Person, any Capital Stock that, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable) or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is exchangeable for Debt, or is
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature, excluding
the Senior Convertible Participating Shares.

     The term "DTC" shall mean the Depository Trust Company, a New York
corporation.

     The term "EQUITY OFFERING"  shall mean a public or private offering of
Qualified Capital Stock of the Company.

     The term "EUROCLEAR" shall mean the Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear system.

                                       3
<PAGE>

     The term "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

     The term "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date on
which the Notes are first authenticated and delivered under this Indenture and
from time to time in force.

     The term "HOLDER," "HOLDER OF NOTES" or other similar terms, shall mean (i)
for so long as the Notes are represented by Global Notes, the bearer thereof,
which initially shall be the Book-Entry Depositary and (ii) in the event
Physical Notes are issued, the person in whose name a particular Note shall be
registered on the books of the Company kept for that purpose in accordance with
the terms hereof, and the word "majority," used in connection with the terms
"Holder," "Holder of Notes," or other similar terms, shall mean the "majority in
principal amount of Notes outstanding" whether or not so expressed.

     The term "INDENTURE" shall mean this instrument as originally executed or,
if amended or supplemented as herein provided, as so amended or supplemented.

     The term "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of
1986, as amended from time to time hereafter, or any successor federal income
tax laws.

     The term "ISSUE DATE" shall mean _________________, 2001.

     The term "LIEN" shall mean any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind, including any conditional
sale or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest.

     The term "MATURITY" when used with respect to any Note, shall mean the date
on which the principal of such Note or an installment of principal becomes due
and payable as therein or herein provided, whether at Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     The term "MISCELLANEOUS NOTES PAYABLE" shall mean the miscellaneous notes
payable of the Company totaling in the aggregate $2.6 million outstanding at
March 31, 2001, which were comprised of the following: (a) $1.5 million of
various bank overdraft accounts, (b) $0.9 million of outstanding notes payable
related to two acquisitions completed in prior years, and (c) $0.2 million of
outstanding capital leases.

     The term "NOTES"  shall mean the 10% Subordinated Notes due April 1, 2008
that are issued under this Indenture.

     The term "NOTEHOLDER" shall mean a Holder of one or more Notes.

     The term "OFFICER" shall mean any of the Chairman of the Board of Directors
of the Company, the Chief Executive Officer, the President, any Vice President,
the Chief Financial Officer, the Treasurer or the Secretary of the Company.

     The term "OFFICERS' CERTIFICATE" shall mean a certificate signed by two
Officers of the Company complying with the applicable provisions of Sections
13.4 and 13.5 hereof.

     The term "OPINION OF COUNSEL" shall mean, with respect to any Person, an
opinion in writing signed by legal counsel (who may be an employee of or counsel
to such Person) who is reasonably acceptable to the Trustee and complying with
the applicable provisions of Sections 13.4 and 13.5 hereof.

     The term "PERMITTED HOLDER" shall mean Cypress Associates II LLC and its
Affiliates.

                                       4
<PAGE>

     The term "PERSON" shall mean an individual, partnership, corporation,
limited liability company, trust or unincorporated organization, trust or joint
venture, a governmental agency or political subdivision thereof or any other
entity.

     The term "PHYSICAL NOTES" shall mean any Notes transferred or issued
pursuant to Section 2.8 in exchange for interests in the Global Notes.  The
Physical Notes shall be issued in the form of permanent certificated Notes in
fully registered form without interest coupons in substantially the form set
forth in Exhibit A.

     The term "QUALIFIED CAPITAL STOCK" shall mean any Capital Stock that is not
Disqualified Capital Stock.

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

     The term "REDEMPTION PRICE" shall mean the amount payable for the
redemption of any Note pursuant to this Indenture.

     The term "RESPONSIBLE OFFICER" shall mean any officer within the Issuer
Services office of the Trustee (or any successor group of the Trustee), or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject, or any officer of the Trustee with direct responsibility for the
administration of this Indenture.

     The term "RESTRICTED SUBSIDIARY" of a Person shall mean any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

     The term "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

     The term "SENIOR CONVERTIBLE PARTICIPATING SHARES" shall mean the 6.50%
senior convertible participating shares of the Company with par value $1.00
each.

     The term "SENIOR DEBT" shall mean: (a) the principal of, interest on and
all other obligations relating to the Credit Facility, including all loans,
letters of credit and other extensions of credit under the Credit Facility, and
all expenses, fees, reimbursements, indemnities and other amounts owing pursuant
to the Credit Facility; (b) amounts payable in respect of any interest swap
obligations and currency agreements; (c)  amounts payable in respect of up to
the $40 million of Indebtedness to purchase high-volume digital copiers
permitted under the Credit Facility and Miscellaneous Notes Payable; (d) the
Senior Subordinated Notes; and (e) all other Debt, except for any Debt which by
its terms is made expressly equal to or behind the Notes in right of payment and
except as otherwise provided below.  Notwithstanding the foregoing, the term
"Senior Debt" does not include: (a) any Debt of the Company to a Subsidiary of
the Company; (b) Debt to or guaranteed on behalf of any shareholder, director,
officer or employee of the Company or any Subsidiary of the Company, including
amounts owed for compensation; (c) Debt to trade creditors and other amounts
incurred in connection with obtaining goods, materials or services; (d) Debt
represented by Disqualified Capital Stock; (e) any liability for federal, state,
local or other taxes owed by the Company; (f) Debt that is without recourse to
the Company; (g) the 6.75% Notes; and (h) any other Debt that by its express
terms ranks in right of payment equal to or behind the Notes.

     The term "SENIOR REPRESENTATIVE" shall mean any trustee, agent or
representative, if any, for the holders of any Designated Senior Debt.

     The term "SENIOR SUBORDINATED INDENTURE" shall mean the indenture for the
Zero Coupon Senior Subordinated Notes to be executed on the Issue Date.

     The term "SENIOR SUBORDINATED NOTES" shall mean the Company's Zero Coupon
Senior Subordinated Notes due April 1, 2004.

                                       5
<PAGE>

     The term "SIGNIFICANT SUBSIDIARY" shall have the meaning given to it by
Article 1.02(w) of Regulation S-X under the Securities Exchange Act of 1934, as
amended.

     The term "6.75%  NOTES" shall mean the Company's 6.75% Convertible
Subordinated Notes due April 1, 2002.

     The term "STATED MATURITY" when used with respect to any security or Debt,
or any installment of interest thereon, shall mean the date specified in such
security or the instrument relating to such Debt as the fixed date on which the
principal of such security or Debt or such installment of interest is due and
payable.

     The term "SUBSIDIARY" of any Person shall mean: (a) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances is
owned, directly or indirectly, by such Person; or (b) any other Person of which
at least a majority of the voting interest under ordinary circumstances is
owned, directly or indirectly, by such Person. The term "Subsidiary" does not
include an Unrestricted Subsidiary for purposes of this Indenture.

     The term "TROL" shall mean the tax retention operating lease arrangements
of the Company in effect on February 19, 2001.

     The term "TRUSTEE" shall mean HSBC Bank USA or any successor thereto.

     The term "UNRESTRICTED SUBSIDIARY" shall mean any Subsidiary that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent such
Subsidiary:  (a) has no Debt other than non-recourse Debt;  (b) on the date of
designation, is not a party to any agreement with the Company or a Restricted
Subsidiary of the Company unless the terms of any such agreement are no less
favorable to the Company or the Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates or the Company or the
Restricted Subsidiary; (c) is a Person with respect to which neither the Company
or any of its Restricted Subsidiaries has any direct or indirect obligation (i)
to subscribe for additional Capital Stock or (ii) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Debt of the Company or any of its
Restricted Subsidiaries; and (e) has at least one director on its board of
directors that is not a director or executive officer of the Company or its
Restricted Subsidiaries and has at least one executive officer that is not a
director or executive officer of the Company or its Restricted Subsidiaries.

     The term "U.S. GOVERNMENT OBLIGATIONS" shall mean securities which 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, and shall
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligations or a specific payment of
interest on or principal of any such U.S. Government Obligations 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
Obligations or the specific payment of interest on or principal of the U.S.
Government Obligations evidenced by such depository receipt.

     The term "VOTING STOCK" of any Person shall mean Capital Stock of such
Person which ordinarily has voting power for the election of directors (or
persons performing similar functions) of such Person, whether at all times or
only so long as no senior class of securities has such voting power by reason of
any contingency.

     SECTION 1.2  Other Definitions.


          Term                               Defined in Section
          ----                               ------------------
"Acceleration Due to Blockage"                   6.2

                                       6
<PAGE>

"Act"                                            1.5(a)
"Additional Amounts"                             4.9
"Agent Members"                                  2.8(b)
"Blockage Period"                               11.2
"Change of Control Offer"                       4.17
"covenant defeasance"                            8.1
"Default"                                        6.1
"Events of Default"                              6.1
"Excluded Holder"                                4.9
"Global Notes"                                   2.1
"legal defeasance"                               8.1
"Paying Agent"                                   2.4
"Registrar"                                      2.4
"Repurchase Date"                               4.17
"Required Filing Dates"                          4.7
"Security Register"                              2.7
"Senior Nonmonetary Default"                    11.2
"Senior Payment Default"                        11.2
"Surviving Entity"                               5.1
"Taxes"                                          4.9(a)
"TIA"                                            1.3


     SECTION 1.3  Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the Trust Indenture Act of
1939 ("TIA"), the provision is incorporated by reference in and made a part of
this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "INDENTURE SECURITIES" means the Notes;

     "INDENTURE SECURITYHOLDER" means a Noteholder;

                                       7
<PAGE>

     "INDENTURE TO BE QUALIFIED" means this Indenture; and

     "OBLIGOR" on the Notes means the Company, any other obligor upon the Notes
or any successor obligor upon the Notes.

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

     SECTION 1.4  Rules of Construction.

     Unless the context otherwise requires: (a) a term has the meaning assigned
to it; (b) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP; (c) "or" is not exclusive; (d) "including" means
including without limitation; (e) words in the singular include the plural, and
words in the plural include the singular; (f) provisions apply to successive
events and transactions; and (g) references to sections of or rules under the
Securities Act and Exchange Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the Commission from time
to time.

     SECTION 1.5  Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Written actions so taken
by the Holders or actions taken by the Holders at a meeting in accordance with
Article 12 hereof, are herein collectively referred to as the "Act" of Holders
of signing such instrument or instruments or taking such actions at a meeting of
the Holders. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 7.1 hereof) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section 1.5.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of 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 or her the execution thereof. Where such
execution is by an officer of a corporation or a member of a partnership, on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his or her authority.

     (c) Pursuant to Article 2, if Global Notes are transferred into registered
Physical Notes, the ownership of those registered Notes shall be proved by the
register maintained by the Registrar.

     (d) Subject to the provisions of Section 9.4, any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Note shall bind every future Holder of the same Note and the Holder of every
Note issued upon the registration of transfer therefor 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 Note. However, any such Holder or subsequent
Holder may revoke the request, demand, authorization, direction, notice,
consent, waiver or other Act as to his or her Note or portion thereof if the
Trustee receives written notice of revocation before the date such Act becomes
effective.

     (e) The principal amount and serial numbers of Physical Notes held by any
Person, and the date of holding the same, shall be proved by the Security
Register.  The principal amount and serial numbers of Global Notes held by any
Person, and the date of holding the same, may be proved by the production of
such Global Notes or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Global Notes therein described; or such facts may be proved
by the certificate or affidavit of the Person holding such Global Notes, if such
certificate or affidavit is

                                       8
<PAGE>

deemed by the Trustee to be satisfactory. The Trustee and the Company may assume
that such ownership of any Global Note continues until (i) another certificate
or affidavit bearing a later date issued in respect of the same Global Note is
produced, or (ii) such Global Note is produced to the Trustee by some other
Person, or (iii) such Global Note is surrendered in exchange for a Physical
Note, or (iv) such Global Note is no longer outstanding. The principal amount
and serial numbers of Global Notes held by any Person, and the date of holding
the same, may also be proved in any other manner which the Trustee deems
sufficient.

                                   ARTICLE 2

                                   THE NOTES

     SECTION 2.1    Form and Dating.

     (a) The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A.  The Notes may have notations, legends
                             ---------
or endorsements required by law, stock exchange rule or usage, in addition to
those set forth in Exhibit A.  The Company shall approve the form of the Notes
                   ---------
and any notation, legend or endorsement on the Notes.  Each Note shall be dated
the date of its authentication.  The Notes shall be issuable and initially
represented by one or more global notes in bearer form without interest coupons
in substantially the form set forth in Exhibit A (the "Global Notes").
                                       ---------

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

     (c) The aggregate principal amount of Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

     (d) The Physical Notes shall be typed, printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.  Physical Notes shall be issued in registered
form only and in no event shall Physical Notes be issued in bearer form.

     SECTION 2.2  Denominations.

     The Notes shall initially be issued in denominations of $1,000 and integral
multiples of $1,000.

     SECTION 2.3  Execution and Authentication.

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

     (b) If an Officer whose signature is on a Note no longer holds that office
at the time the Note is authenticated, the Note shall nevertheless be valid.

     (c) A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

     (d) The Trustee shall authenticate Notes for original issue upon a written
order of the Company executed by two Officers. The written order shall specify
the amount and type of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated and the legends, if any, to be
placed on the Notes.

                                       9
<PAGE>

     (e) The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.

     SECTION 2.4  Registrar and Paying Agent.

     (a) The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York where (i) Notes, if in registered form, may be
presented or surrendered for registration of transfer or for exchange
("Registrar"), (ii) Notes may be presented or surrendered for payment ("Paying
Agent") and (iii) notices and demands in respect of the Notes and this Indenture
may be served.  The Company, or any Subsidiary or Affiliate of the Company may
serve as the Agent referred to in clause (i), (ii) or (iii) above, except the
Company, or such Subsidiary or Affiliate may not act as Paying Agent for
purposes of the repurchase under Section 4.17.  The Registrar shall keep a
register of the Notes (in registered form) and of their transfer and exchange.
The Company, upon written notice to and approval of the Trustee, may appoint one
or more co-registrars and one or more additional paying agents.  The Company may
change any Registrar or Paying Agent without notice to any Noteholder.  The term
"Paying Agent" includes any additional paying agent reasonably acceptable to the
Trustee.  The term "Registrar" includes any appointed co-registrar.  The Company
initially appoints the Trustee as Registrar and Paying Agent and agent to
receive notices and demands in respect of the Notes until such time as the
Trustee has resigned or a successor has been appointed in accordance with the
terms of this Indenture.  For so long as the Notes are listed on the Luxembourg
Stock Exchange, the Company shall maintain a Paying Agent in Luxembourg.  The
Company will appoint Banque Internationale a Luxembourg S.A. as its Paying Agent
in Luxembourg until such time as Banque Internationale a Luxembourg has resigned
or a successor has been appointed.

     (b) The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee in writing, in advance, of the name and address of any such Agent
not a party to this Indenture.  If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such.

     SECTION 2.5  Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent shall hold in trust for the benefit of
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on, the Notes (whether such money has
been distributed to it by the Company or any other obligor on the Notes), and
shall notify the Trustee in writing of any Default by the Company (or any other
obligor upon the Notes) in making any such payment.  If the Company or a
Subsidiary acts as Paying Agent, it shall segregate such money and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.  Upon any bankruptcy or reorganization procedures relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.  While any such
Default continues, the Trustee may require a Paying Agent to pay all such money
held by it to the Trustee.  The Company (or any other obligor upon the Notes) at
any time may require a Paying Agent to pay all such money held by it to the
Trustee and account for any funds disbursed.  Upon such payment to the Trustee,
the Paying Agent (if other than the Company, a Subsidiary or any other obligor
upon the Notes) shall have no further liability for such money.

     SECTION 2.6  Noteholder Lists.

     In the event that Physical Notes are issued, the Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Noteholders and shall otherwise comply with TIA
Section 312(a).  If the Trustee is not the Registrar, the Company (or any other
obligor upon the Notes) shall furnish to the Trustee at least seven (7) Business
Days before each interest payment date (and in all events at intervals of not
more than six months) and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Noteholders, and the Company shall
otherwise comply with TIA Section 312(a).

                                       10
<PAGE>

     SECTION 2.7  Transfer and Exchange.

     (a) Physical Notes shall be transferable only upon the surrender of a
Physical Note for registration of transfer. 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 designated pursuant to Section
4.2 hereof 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 Physical Notes and of
transfers of Physical Notes. Where Notes in registered form or "Physical Notes"
are presented to the Registrar or a co-registrar with a request to register the
transfer of such Notes or exchange them for an equal principal amount of Notes
of other authorized denominations, the Registrar or co-registrar shall register
the transfer or make the exchange if its requirements for such transactions are
met, provided that any Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar or co-registrar
and the Trustee, duly executed by the Holder thereof or his or her attorney duly
authorized in writing. To permit registrations of transfer and exchanges, the
Company shall issue and the Trustee shall authenticate the Notes at the
Registrar's or co-registrar's request.

     (b) The Registrar or co-registrar shall not be required to register the
transfer of or exchange any Note in registered form (i) during a period
beginning at the opening of business on a Business Day fifteen (15) days before
the mailing of a notice of redemption of Notes and ending at the close of
business on the day of such mailing and (ii) selected for redemption in whole or
in part pursuant to Article 3 hereof, except the unredeemed portion of any Note
being redeemed in part.

     (c) No service charge shall be made for any registration of transfer or
exchange; provided however, that the Company, Registrar or Trustee, as
appropriate, may require payment of a sum sufficient to pay any taxes or similar
governmental charges that may be imposed in connection with the transfer or
exchange of Notes in registered form from the Noteholder requesting such
transfer or exchange (other than any such transfer taxes or similar governmental
charges arising under the laws of the United Kingdom or the United States or of
any State thereof payable upon transfers or exchanges pursuant to Sections 2.10,
2.13, 3.6, 4.17 or 9.5 hereof).

     SECTION 2.8  Book-Entry Provisions for Global Notes.

     (a) The Global Notes initially shall (i) be registered in the name of the
Depositary for such Global Notes or the nominee of such Depositary, and (ii) be
delivered to the Trustee as custodian for such Depositary.

     (b) Rights of members of, or participants in DTC or the Depositary ("Agent
Members") with respect to any Global Note held on their behalf, by the Trustee
shall be limited in accordance with Section 2.16 hereof.

     (c) Transfers of a Global Note shall be limited to transfers of such Global
Note in whole, but not in part, to the Depositary, its successors or their
respective nominees.  Interests of beneficial owners in a Global Note may be
transferred in accordance with the rules and procedures of the Depositary or, if
applicable, those of Euroclear and Clearstream, and the provisions of this
Article 2.

     (d) Physical Notes shall be transferred to all beneficial owners, as
definitive registered Notes, in exchange for their beneficial interests in the
Global Notes only if (i) the Depositary notifies the Company or the Trustee that
it is unwilling or unable to continue as Depositary for the Global Notes, as the
case may be, and a successor depositary is not appointed by the Company within
90 days of such notice; (ii) at any time, the Company determines that the Global
Notes, in whole, but not in part, should be exchanged for definitive registered
Notes, but only if such exchange is required by any applicable law, any event
beyond the control, or payments on any Global Note, depositary interest or book-
entry interest, or would become, subject to any deduction or withholding for
taxes; (iii) the Trustee is at any time unwilling or unable to continue as book-
entry depositary and the Company does not appoint a successor within 90 days; or
(iv) an Event of Default has occurred and is continuing and the Trustee has
received a request to the foregoing effect from the Holder.

     (e) In connection with any transfer of a portion of the beneficial
interests in a Global Note to beneficial owners pursuant to paragraph (d) of
this Section 2.8, the Registrar shall reflect on its books and records the date
and

                                       11
<PAGE>

a decrease in the principal amount of the Global Note in an amount equal to
the principal amount of the beneficial interest in such Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary or, if
applicable, by Euroclear or Clearstream, in exchange for its beneficial interest
in the Global Note an equal aggregate principal of Physical Notes of authorized
denominations.

     (f) In connection with the transfer of the entire Global Note to beneficial
owners pursuant to paragraph (b) of this Section, the Global Note shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary or, if applicable, by Euroclear or
Clearstream, in exchange for its beneficial interest in the Global Note an equal
aggregate principal amount of Physical Notes of authorized denominations.

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

     (h) Beneficial owners of interests in a Global Note may receive Physical
Notes in accordance with the procedures of the Depositary. In connection with
the execution, authentication and delivery of such Physical Notes, the Registrar
shall reflect on its books and records a decrease in the principal amount of the
relevant Global Note (in registered form) equal to the principal amount of such
Physical Notes and the Company shall execute and the Trustee shall authenticate
and deliver one or more Physical Notes having an equal aggregate principal
amount.

     SECTION 2.9  Deposit of Monies.

     Prior to 11:00 a.m. New York City time on (or, in the case of any money to
be used to make payments through the Luxembourg Paying Agent or any other Paying
Agent not located in the United States, one Business Day prior to each relevant
Interest Payment Date and Maturity Date) each Interest Payment Date and Maturity
Date, the Company shall have deposited with the Paying Agent in immediately
available funds money sufficient to make cash payments, if any, due on such
Interest Payment Date or Maturity Date, as the case may be, in a timely manner
which permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date or Maturity Date, as the case may be.

     SECTION 2.10 Replacement Notes.

     If any mutilated Physical Note is surrendered to the Trustee or if any
mutilated Global Note is surrendered to the Company or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, and the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon the written order of the Company in the form of an Officers' Certificate,
shall authenticate a replacement Note if the Trustee's requirements are met.  If
required by the Trustee or the Company, an indemnity bond or other form of
indemnification must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee, or
any Agent from any loss which any of them may suffer if a Note is replaced.  The
Company may charge the Holder for its reasonable out-of-pocket expenses in
replacing a Note.  The Company shall remain obligated under any replacement Note
to the same extent as if it were the original Note surrendered.

     SECTION 2.11 Outstanding Notes.

     (a) The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled or those delivered to it for cancellation
and those described in this Section 2.11 as not outstanding.

     (b) If a Note is replaced pursuant to Section 2.10 hereof (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a protected purchaser. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.10 hereof.

                                       12
<PAGE>

     (c) If an amount of money necessary to pay or redeem any Note shall be
deposited in trust with the Trustee (and in the case of a Note which is to be
redeemed prior to the Stated Maturity thereof, notice of such redemption shall
be duly given or provision satisfactory to the Trustee shall be made for giving
such notice), it ceases to be outstanding and interest on it ceases to accrue on
and after the Redemption Date.

     (d) If a Note is cancelled by the Trustee or delivered to the Trustee for
cancellation, it ceases to be outstanding and interest on it ceases to accrue.

     (e) A Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note, except as otherwise provided in Section
2.12 hereof.

     SECTION 2.12 Treasury Notes.

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

     SECTION 2.13 Temporary Notes.

     Until  Physical Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Physical Notes upon receipt of a
written order of the Company in the form of an Officers' Certificate.  The
Officers' Certificate shall specify the amount of temporary Physical Notes to be
authenticated and the date on which the temporary Physical Notes are to be
authenticated.  Temporary Physical Notes shall be substantially in the form of
Physical Notes but may have variations that the Company considers appropriate
for temporary Physical Notes.  Without unreasonable delay, the Company shall
prepare and the Trustee, upon receipt of the written order of the Company
pursuant to Section 2.3(d) hereof, shall authenticate Physical Notes in exchange
for temporary Physical Notes.  Until such exchange, temporary Physical Notes
shall be entitled to the same rights, benefits and privileges as  Physical
Notes.

     SECTION 2.14 Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee for cancellation any
Physical Notes surrendered to them for registration of transfer, exchange,
payment, repayment or redemption.  The Trustee, or at the direction of the
Trustee, the Registrar or the Paying Agent (other than the Company or a
Subsidiary of the Company), and no one else, shall promptly cancel all Notes so
delivered to the Trustee or surrendered for registration of transfer, exchange,
payment, repayment, redemption, replacement or cancellation and shall destroy
cancelled Notes in accordance with the usual procedures of the Trustee and a
record of their destruction shall be maintained by the Trustee.  If the Company
shall acquire any of the Notes, such acquisition shall not operate as a
redemption or satisfaction of the Debt represented by such Notes unless and
until the same are surrendered to the Trustee for cancellation pursuant to this
Section 2.14.

     SECTION 2.15 Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it shall pay
the defaulted interest plus, to the extent lawful, interest payable on the
defaulted interest to the Persons who are Holders on a subsequent special record
date, which date shall be the fifteenth day next preceding the date fixed by the
Company for the payment of defaulted interest or the next succeeding Business
Day if such date is not a Business Day, in each case at the rate provided in the
Notes. The Company shall, with the consent of and by written notice to the
Trustee, fix each such special record date and payment date. At least 15 days
before the special record date, the Company shall pay the amount due to the
Trustee, and the Company (or the Trustee, in the name of and at the expense of
the Company)

                                       13
<PAGE>

shall mail to each Holder, with a copy to the Trustee, a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest, and interest payable on such defaulted interest, if any, to be paid.

     SECTION 2.16  Persons Deemed Owners.

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

     (b) The Holder may grant proxies and otherwise authorize any Person,
including Agents and persons that may hold interests through Agents, to take any
action which a Holder is entitled to take under this Indenture or the Notes.

     SECTION 2.17  CUSIP, CINS and ISIN Numbers.

     The Company in issuing the Notes may use "CUSIP", "CINS", "ISIN" or other
identification numbers (if then generally in use), and, if so, the Trustee shall
use CUSIP numbers, CINS numbers, ISIN numbers or other identification numbers,
as the case may be, in notices of redemption or exchange as a convenience to
Holders, provided that any such notice shall state that no representation is
made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of redemption or exchange and that reliance may be
placed only to the other identification numbers printed on the Notes, provided
further that failure to use "CUSIP", "CINS", "ISIN" or other identification
numbers in any notice of redemption or exchange shall not effect the validity or
sufficiency of such notice.

     SECTION 2.18  Issuance of Additional Notes.

     The Company may not issue additional Notes under this Indenture.

                                   ARTICLE 3

                                   REDEMPTION

     SECTION 3.1  Notices to Trustee.

     (a) If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Sections 3.7, 3.9 or 3.10 hereof, it shall furnish to
the Trustee, at least 30 days but not more than 60 days before a Redemption
Date, an Officers' Certificate setting forth the Section of this Indenture
pursuant to which the redemption shall occur, the Redemption Date, the principal
amount of Notes to be redeemed and the Redemption Price. If the Company elects
to have the Trustee furnish notice of redemption (as described above) of the
Notes to the Holders, the Company shall notify the Trustee in writing and
provide all the information and documentation required by this paragraph, at
least 45 days but not more than 60 days before a Redemption Date.

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

                                       14
<PAGE>

     SECTION 3.2  Selection of Notes to Be Redeemed.

     (a) If less than all of the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed
or, if the Notes are not listed on a national securities exchange or if no such
requirements exist, on a pro rata basis, by lot or by such method as the Trustee
shall deem fair and appropriate; provided, however, that any Notes with a
principal amount of $1,000 or less shall not be redeemed in part; and provided
further, if partial redemption is made with the proceeds of an Equity Offering,
the Trustee will select Notes for redemption only on a pro rata basis or as
nearly a pro rata basis as practicable (subject to DTC procedures), unless that
basis is not permitted.

     (b) The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
them selected shall be in amounts of $1,000 or integral multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes, held by such Holder, even if not a multiple of
$1,000, shall be redeemed.  Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

     SECTION 3.3  Notice of Redemption.

     (a) At least 30 days but not more than 60 days before a Redemption Date,
the Company shall (i) if the Notes are represented by a Global Note, publish in
a leading newspaper having general circulation in New York (which is expected to
be the Wall Street Journal) (and, so long as the Notes are listed on the
       -------------------
Luxembourg Stock Exchange and the rules of such Exchange so require, shall be
published in a daily newspaper which is expected to be the Luxemburger Wort), or
                                                           ----------------
(ii) if the Notes are represented by Physical Notes, mail or cause to be mailed
by first class mail a notice of redemption to each Holder of the Notes to be
redeemed, at the last address for that holder shown on the registry books, with
a copy to the Trustee and for so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of such stock exchange so require, publish in a
newspaper having a general circulation in Luxembourg (which is expected to be
the Luxemburger Wort).  If the Company redeems any Note in part only, the notice
    ----------------
of redemption that relates to that Note will state the portion of the principal
amount to be redeemed, which portion will not be less than $1,000.  The Company
will issue a new Note in principal amount equal to the unredeemed portion in the
name of the Holder upon cancellation of the original Note (subject to DTC
procedures).  On and after the redemption or purchase date, interest will no
longer accrue on the Notes or portions of the Notes called for redemption or
purchase, whether or not such Notes are presented for payment at the office of
the Paying Agent for the Notes in New York, so long as the Company has deposited
funds in a sufficient amount to pay the redemption or purchase price.

     (b) The notice shall identify the Notes to be redeemed and shall state:

           (i)   the Redemption Date;

           (ii)  the Redemption Price;

           (iii) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed (which portion shall not be less
than $1,000) and that, after the Redemption Date, upon surrender of such Note, a
new note or notes in principal amount equal to the unredeemed portion will be
issued in the name of the holder upon cancellation of the original note (subject
to DTC procedures);

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

          (v)    that Notes called for redemption must be surrendered to the
Paying Agent at its address to collect the Redemption Price;

          (vi)   that, unless the Company defaults in making the redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the Redemption Date, and the only remaining right of the

                                       15
<PAGE>

Holders of such Notes is to receive payment of the Redemption Price upon
surrender to the Paying Agent of such Notes;

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

          (viii) the paragraph of this Indenture pursuant to which the Notes
called for redemption are being redeemed; and

          (ix)   the CUSIP, CINS or ISIN number of the Notes, as the case may
be.

     (c) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense, provided that the Company
shall deliver to the Trustee, at least 45 days prior to the Redemption Date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in Section 3.3(b).

     SECTION 3.4  Effect of Notice of Redemption.

     Once notice of redemption is mailed, Notes called for redemption become due
and payable on the Redemption Date at the Redemption Price.  Upon surrender to
any Paying Agent, such Notes shall be paid at the Redemption Price, on condition
that sufficient funds to pay the Redemption Price of such Notes have been
deposited with the Paying Agent; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Notes, registered as such, at the close of
business on the relevant record date for the payment of such installment of
interest.

     SECTION 3.5  Deposit of Redemption Price.

     (a) At least one Business Day prior to the Redemption Date, the Company
shall irrevocably deposit with the Trustee or with the Paying Agent (or if the
Company is its own Paying Agent, shall, on or before the redemption date,
segregate and hold in trust) money sufficient to pay the Redemption Price of all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall return
to the Company any money not required for that purpose.

     (b) If the Company complies with the preceding paragraph, unless the
Company defaults in the payment of such Redemption Price, interest on the Notes
to be redeemed will cease to accrue on the applicable Redemption Date, whether
or not such Notes are presented for payment. If any Note called for redemption
shall not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest will be paid on the
unpaid principal, from the Redemption Date until such principal is paid, and on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.1 hereof.

     SECTION 3.6  Notes Redeemed in Part.

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

     SECTION 3.7  Optional Redemption.

     (a) Except as set forth in this Section 3.7 and Section 3.9, the Notes
shall not be redeemable at the option of the Company prior to April 1, 2005.
Thereafter, the Notes may be redeemed, at the Company's option, in whole or in
part, and from time to time on or after April 1, 2005 and prior to Maturity.
[Any such redemption and notice may, in the Company's discretion, be subject to
the satisfaction of one or more conditions precedent.] Any redemption pursuant
to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1
through 3.6 hereof and the Notes.

                                       16
<PAGE>

     (b) The Redemption Price for the Notes for a redemption under this Section
3.7 shall be equal to par plus a premium, declining ratably to par. The Company
may redeem all or part of the Notes with at least 30 days but not more than 60
days' notice at the redemption prices expressed as percentages of principal
amount, plus accrued interest, if any to the relevant Redemption Date, as
follows:

<TABLE>
<CAPTION>
     Twelve Month Period Commencing                Redemption Price
     ------------------------------                ----------------
     <S>                                           <C>
     April 1, 2005.............................        105.000%

     April 1, 2006.............................        102.500%

     April1, 2007 and thereafter...............        100.000%
</TABLE>

     (c) In connection with a redemption under this Section 3.7, the Company
will pay accrued and unpaid interest on the Notes up to but not including the
redemption date.  The redemption prices set forth in clause (b) above shall
apply to any optional redemption of notes by the Company during the 12-month
period beginning on April 1 of the years indicated in clause (b) above.

     SECTION 3.8  [Intentionally Omitted]

     SECTION 3.9  Optional Tax Redemption.

     (a) The Notes may be redeemed at the option of the Company in whole but not
in part at any time at a Redemption Price equal to 100% of the principal amount
thereof plus accrued but unpaid interest, if any, up to but not including the
Redemption Date covered by (c) below if, (i) as a result of any change in or
amendment to the laws or any regulations or rulings promulgated thereunder of
the jurisdiction (or of any political subdivision or taxing authority thereof or
therein) in which the Company is organized or through which payment is made to
the Holders or any change in the official application or interpretation of such
laws, regulations or rulings, or any change in the official application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which such jurisdiction (or such political subdivision or
taxing authority) is a party, which change, execution or amendment becomes
effective on or after the Issue Date, or (ii) as a result of any delivery or of
any requirement to deliver registered securities, and in any case set forth in
clause (i) or (ii) above the Company is or would be required on the next
succeeding interest payment date to pay Additional Amounts in accordance with
Section 4.9, and the payment of such Additional Amounts cannot be avoided by the
use of any reasonable measures (including but not limited to relocation of any
person through which payment is made to the Holder) available to the Company.
Prior to the giving of notice of redemption of such Notes pursuant to this
Section 3.9(a), the Company shall deliver to the Trustee an Officers'
Certificate, stating that the Company is entitled to effect such redemption and
setting forth in reasonable detail a statement of circumstances showing that the
conditions precedent to the right of the Company to redeem the Notes pursuant to
this Section 3.9(a) have been satisfied.

     (b) Further, if pursuant to Section 5.2, a Person formed by a consolidation
of the Company or into which the Company is merged or to whom the Company has
conveyed, transferred or leased its properties or assets substantially as an
entirety has been or would be required to pay any Additional Amounts as therein
provided, the Notes may be redeemed at the option of such Person in whole but
not in part at any time, at a redemption price equal to the principal amount
thereof and accrued but unpaid interest, if any, to the Redemption Date. Prior
to the giving of notice of redemption of the Notes pursuant to this Section
3.9(b), the Person shall deliver to the Trustee an Officers' Certificate,
stating that such Person is entitled to effect such redemption and setting forth
in reasonable detail a statement of circumstances showing that the conditions
precedent to the right of such Person to redeem such Notes pursuant to this
Section 3.9 have been satisfied.

     (c) Any redemption pursuant to this Section 3.9 shall be made pursuant to
the provisions of Sections 3.1 through 3.6 hereof.

                                       17
<PAGE>

     SECTION 3.10  Optional Redemption Following an Equity Offering.

     (a) In addition, at any time and from time to time prior to April 1, 2005,
the Company at its option may redeem the Notes in an aggregate principal amount
equal to up to 35% of the original aggregate principal amount of the Notes
(including the principal amount of any Additional Notes), with funds in an
aggregate amount not exceeding the aggregate proceeds of one or more Equity
Offerings, at a Redemption Price (expressed as a percentage of principal amount
thereof) of 110% plus accrued interest, if any, to the Redemption Date (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date); provided, however, that an
                                                     --------  -------
aggregate principal amount of the Notes equal to at least 65% of the original
aggregate principal amount of the Notes (including the principal amount of any
Additional Notes) must remain outstanding after each such redemption.  The
Company may make such redemption upon notice in accordance with Section 3.3, but
in no event more than 90 days after the completion of the related Equity
Offering.  Any such notice may be given prior to the completion of the related
Equity Offering, and any such redemption or notice may, at the Company's
discretion, be subject to the satisfaction of one or more conditions precedent,
including but not limited to the completion of the related Equity Offering.

     (b) Any redemption pursuant to this Section 3.10 shall be made pursuant to
the provisions of Sections 3.1 through 3.6 hereof.

                                   ARTICLE 4

                                   COVENANTS

     Subject to the provisions of Section 8.1 hereof, so long as Notes are
outstanding hereunder, the Company covenants for the benefit of the Holders
that:

     SECTION 4.1  Payment of Principal and Interest.

     (a) The Company shall duly and punctually pay the principal, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes and this Indenture. One Business Day prior to the date of any Stated
Maturity, the Company shall irrevocably deposit with the Trustee or with the
Paying Agent money in immediately available funds sufficient to pay such
principal, premium, if any, and interest. An installment of principal or
interest (or a payment of premium, if applicable) shall be considered paid on
the date due if the Trustee or the Paying Agent (other than the Company, a
Subsidiary of the Company or an Affiliate of the Company) holds on that date
money designated for and sufficient to pay the installment in full. If the
Company or any Subsidiary of the Company or any Affiliate of either the Company
or any Subsidiary, acts as Paying Agent, an installment of principal, premium,
if any, or interest shall be considered paid on the due date if the entity
acting as Paying Agent complies with Section 2.5. The Trustee or the Paying
Agent shall return to the Company any money not required for that purpose. Such
interest on the Notes shall be payable without presentation of such Notes only
to, or upon the written order of, the Holders of such Notes. Payments of
interest shall be made either, at the option of the Company, by check mailed to
the address of the Person entitled thereto as such address shall appear on the
register of Notes or at the office or agency of the Company maintained by the
Trustee in accordance with Section 4.2 hereof.

     (b) The Company shall pay interest on overdue principal and premium, if
any, and interest on overdue installments of interest, to the extent lawful, at
the rate per annum borne by the Notes, to the extent lawful and provided for
under this Indenture.

     (c) The Company shall pay interest on the Notes semi-annually in arrears on
April 1 and October 1.  The Company shall make each interest payment to the
persons in whose names the Notes are registered at the close of business on the
preceding April 1 and October 1.  In the case of the first interest payment date
on October 1, 2001, interest shall be paid as if it had accrued effective from
April 1, 2001 through September 30, 2001.  On each interest

                                       18
<PAGE>

payment date thereafter, interest shall accrue from the date interest was most
recently paid. The Company shall compute interest on the basis of a 360-day year
of twelve 30-day months.

     SECTION 4.2  Maintenance of Office or Agency for Notices and Demands.

     The Company shall maintain in New York, New York, an office or agency
(which may be an office of the Trustee or an Affiliate of the Trustee, Registrar
or co-registrar) where the Notes may be presented for payment, registration of
transfer or exchange and an office or agency where notices and demands to or
upon the Company in respect of such Notes or of this Indenture may be served.
Until otherwise designated by the Company in a written notice to the Trustee,
such office or agency in The City of New York shall be the Corporate Trust
Office, which shall be, until further notice to the Company by the Trustee at
c/o Issuer Services, 452 Fifth Avenue, New York, New York 10018.  The Company
may designate multiple offices for purposes of notices and demands.

     SECTION 4.3  Property and Insurance Matters.

     The Company shall maintain all material property, including equipment, in
reasonable condition and order.  The Company shall provide or cause to be
provided for itself and each of its Subsidiaries insurance (including
appropriate self-insurance) against loss or damage arising from the conduct of
the business of the Company and its Subsidiaries with reputable insurers in such
amounts, with such deductibles, and by such methods as will be either (a)
consistent in all material respects with past practices of the Company or the
applicable Subsidiary, or (b) customary in the industry, unless the failure to
provide such insurance would not have a material adverse effect on the financial
condition or results of operations taken as a whole or be a violation of
applicable law or material agreement of the Company or its Subsidiaries.

     SECTION 4.4  Compliance Certificate and Opinion of Counsel; Notice of
Default.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of the Company's fiscal year, an Officers' Certificate, if given by one of the
Company's Officers, or an Opinion of Counsel, if it is given by counsel, stating
that a review of its activities and the activities of its Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing
Person with a view to determining whether it has kept, observed, performed and
fulfilled its obligations under this Indenture and further stating, as to each
such Officer signing such certificate or such counsel signing the opinion, that
to the best of his or her knowledge the Company during such preceding fiscal
year has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and no Default or Event of Default occurred during
such year or, if such signers do know of any Default or Event of Default, the
certificate shall describe such Default or Event of Default and its status with
reasonable particularity.

     (b) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, within five (5) Business Days after becoming aware of any
Default or Event of Default in the performance of any covenant, agreement or
condition contained in this Indenture, a notice identifying in reasonable detail
the circumstances relating to such Default or Event of Default and what action
the Company is taking or proposes to take with respect thereto.

     SECTION 4.5  Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, material rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such material
right or franchise if the Board of Directors 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 of the Notes.

     SECTION 4.6  Payment of Taxes and Other Claims.

     The Company shall pay or discharge or cause to be paid or discharged,
before any material penalty accrues thereon, the following:  (a) all material
taxes, assessments and governmental charges levied or imposed upon the

                                       19
<PAGE>

Company or any Subsidiary of the Company or upon the income, profits or property
of the Company or any Subsidiary of the Company, and (b) all material lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
Lien upon the property of the Company or any Subsidiary of the Company;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.

     SECTION 4.7  Reports.

     So long as any of the Notes are outstanding, whether or not the Company is
subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall file
with the Commission the annual reports, quarterly reports and other documents
which the Company would have been required to file with the Commission pursuant
to such Sections 13(a) or 15(d) of the Exchange Act if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been required to file such documents if the Company were so subject.  The
Company shall also in any event within 15 days after each Required Filing Date
mail to the Trustee, copies of the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company were
subject so such Sections.  Upon qualification of this Indenture under the TIA,
the Company shall also comply with the other provisions of TIA Section 314(a).
Notwithstanding anything to the contrary herein, the Trustee shall have no duty
to review such documents for purposes of determining compliance with any
provisions of this Indenture.

     SECTION 4.8  Waiver of Stay, Extension or Usury Laws.

     The Company covenants (to the extent that it may lawfully do so)  that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, or interest on, the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so)  the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it 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.

     SECTION 4.9  Payment of Additional Amounts.

     (a) All payments made by or on behalf of the Company under or with respect
to the Notes shall be made free and clear of and without withholding or
deduction for or on account of any present or future tax, duty, levy, impost,
assessment or other governmental charge (including penalties, interest and other
liabilities related thereto) imposed or levied by or on behalf of the Government
of the United Kingdom or of any territory thereof, by any authority or agency
therein or thereof having power to tax (hereinafter "Taxes"), unless the Company
is required to withhold or deduct any amount for or on account of Taxes by law
or by the interpretation or administration thereof by the relevant government
authority or agency. If the Company is so required to withhold or deduct any
amount for or on account of Taxes from any payment made under or with respect to
the Notes, the Company shall pay such additional amounts ("Additional Amounts")
as may be necessary so that the net amount received by each Holder (including
Additional Amounts) after such withholding or deduction will not be less than
the amount the Holder would have received if such Taxes had not been withheld or
deducted; provided, however, that no Additional Amounts shall be payable with
respect to payments made to a Holder (an "Excluded Holder") in respect of a
beneficial owner (i) which is subject to such Taxes by reason of its being
connected with the United Kingdom otherwise than by the mere holding of Notes or
the receipt of payments thereunder; (ii) with respect to any Taxes that would
not have been imposed, due or payable but for a failure by the Holder to comply
with a request by the Company to satisfy any certification, identification or
other reporting requirements, whether imposed by statute, regulation, treaty or
administrative practice concerning nationality, residence or connection with the
United Kingdom; (iii) with respect to any Taxes that would not have been
imposed, due or payable but for the Holder's presentation of a Note for payment
more than 30 days after the relevant payment is first made available to the
Holder (except to the extent that the Holder would have been entitled to
Additional Amounts had the Note been presented on any day (including the last
day) within such 30-day period); or (iv) where such withholding or deduction is
imposed on a payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the conclusions
of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, such Directive. The
Company shall make any such
                                       20
<PAGE>

withholding or deduction as required and remit the full amount deducted or
withheld to the relevant authority as and when required in accordance with
applicable law. The obligations of the Company to pay any Additional Amounts
under this Section 4.9 shall be satisfied if the Company elects at its option to
redeem the Notes in accordance with Section 3.9.

     (b) The Company shall furnish to the Holder, within 30 days after the date
the payment of any Taxes referred to in (a) above is due pursuant to applicable
law, evidence of such payment by the Company.

     (c) The foregoing obligations shall survive any termination, defeasance or
discharge of the Indenture.

     SECTION 4.10  [Intentionally Omitted]

     SECTION 4.11  [Intentionally Omitted]

     SECTION 4.12  [Intentionally Omitted]

     SECTION 4.13  [Intentionally Omitted].

     SECTION 4.14  Limitation on Transactions with Affiliates.

     (a) The Company may not, and may not permit any Restricted Subsidiary of
the Company to, directly or indirectly, enter into any transaction or series of
related transactions on or after the Issue Date with or for the benefit of any
Affiliate of the Company or its Restricted Subsidiaries, unless: (i) such
transaction or series of transactions are on terms no less favorable to the
Company or such Restricted Subsidiary than those that could be obtained in a
comparable arm's length transaction with a Person that is not an Affiliate of
the Company or its Restricted Subsidiary; and (ii) with respect to such
transaction or series of transactions, the following terms shall have been
satisfied: (A) any transaction with an Affiliate or a series of related
transactions with Affiliates that are similar or part of a common plan involving
aggregate payments or other property with a fair market value in excess of $5
million shall be approved by the Board of Directors of the Company or such
Restricted Subsidiary, as the case may be, which approval shall be evidenced by
a Board Resolution stating that the Board of Directors, including a majority of
the disinterested directors, has determined that such transaction complies with
the foregoing provisions; or (B) if the Company or any Restricted Subsidiary of
the Company enters into a transaction with an Affiliate, or a series of related
transactions with Affiliates have obtained a common plan involving aggregate
payments or other property with a fair market value of more than $20 million,
the Company or the relevant Restricted Subsidiary shall, before the consummation
of the transaction or transactions, have obtained a favorable opinion as to the
fairness of the transaction or series of related transactions to the Company or
the relevant Restricted Subsidiary, as the case may be, from a financial point
of view, from an independent financial advisor and file the same with the
Trustee.

     (b) Section 4.14(a) shall not apply to: (i)  reasonable fees and
compensation paid to, and indemnity provided on behalf of, officers, directors,
or employees of the Company or any Subsidiary of the Company as determined in
good faith by the Board of Directors; (ii) any agreement in effect on the Issue
Date and any modified or replacement agreement of an agreement in effect on the
Issue Date that is not more disadvantageous to the Holders of the Notes in any
material respect than the original agreement as in effect on the Issue Date;
(iii) dividends and distributions approved by the Board of Directors; and (iv)
transactions between or among the Company and any of its Restricted Subsidiaries
or between or among Restricted Subsidiaries.

     SECTION 4.15  [Intentionally Omitted]

     SECTION 4.16  [Intentionally Omitted]

                                       21
<PAGE>

     SECTION 4.17  Change of Control.

     (a) Upon the occurrence of a Change of Control, each Holder of the Notes
shall have the right to require that the Company repurchase such Holder's Notes,
in whole or in part and if in part, equal to $1,000 or integral multiples of
$1,000, at a repurchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, pursuant to the offer
described in clause (b) below (the "Change of Control Offer").

     (b) Notice of each Change of Control Offer shall be given to each Holder in
accordance with Section 13.2, within 30 days following any Change of Control,
with a copy to the Trustee.  Such notice shall state:  (i) that a Change of
Control has occurred and that such Holder has the right to require the Company
to repurchase such Holder's Notes, in whole or in part, and if in part equal to
$1,000 or integral multiples of $1,000, at a repurchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any;
(ii)  the circumstances and relevant facts regarding such Change of Control
(including, to the extent known to the Company, relevant information with
respect to the transaction giving rise to such Change of Control, and if
applicable, information with respect to pro forma historical income, cash flow
and capitalization after giving effect to such Change of Control); (iii)  the
repurchase date (which shall be not earlier than 30 days or later than 60 days
from the date such notice is mailed) (the "Repurchase Date"); (iv)  that any
Note not tendered will continue to accrue interest; (v) that Holders electing to
have a Note purchased pursuant to a Change of Control Offer will be required to
surrender the Note, with the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Note completed, to the Paying Agent (which may be the
Company) at the address specified in the notice prior to the close of business
on the Repurchase Date; (vi)  that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the third Business Day preceding the Repurchase Date, a telegram, telex,
facsimile transmission or other written communication setting forth the name of
the Holder, the principal amount of Notes the Holder delivered for purchase, and
a statement that such Holder is withdrawing his or her election to have such
Notes purchased; and (vii) that Holders which elect to have their Notes
purchased only in part will be issued new Notes in a principal amount equal to
the unpurchased portion of the Notes surrendered.

     (c) If the Company is required to repurchase Notes pursuant to the
provisions of this Section 4.17 hereof, it shall notify the Trustee in writing,
at least 30 days before a Redemption Date, of the Section of this Indenture
pursuant to which the repurchase shall occur, the Redemption Date, the principal
amount of Notes to be repurchased and the Redemption Price and shall furnish to
the Trustee an Officers' Certificate to the effect that the Company is required
to make or has made a Change of Control Offer and the conditions set forth in
Section 5.1 hereof have been satisfied, as the case may be. If the Company
elects to have the Trustee furnish notice of repurchase (as described above) of
the Notes to the Holders, the Company shall notify the Trustee in writing and
provide all the information and documentation required by this paragraph, at
least 45 days but not more than 60 days before a Redemption Date.

     (d) On the Repurchase Date, the Company shall (i) accept for payment Notes
or portions thereof tendered pursuant to the Change of Control Offer, (ii)
deposit with the Trustee or a Paying Agent (or segregate, if the Company is
acting as its own Paying Agent) money in immediately available funds sufficient
to pay the purchase price of all Notes or portions thereof so tendered and (iii)
deliver or cause to be delivered to the Trustee Notes so accepted, together with
an Officers' Certificate indicating the Notes or portions thereof which have
been tendered to the Company. The Trustee or a Paying Agent shall promptly mail
to the Holders of Notes so accepted payment in an amount equal to the purchase
price therefor and promptly authenticate and mail to such Holders a new Note in
a principal amount equal to any unpurchased portion of the Note surrendered. The
Company will publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Repurchase Date.

     (e) In the event a Change of Control occurs and any repurchase pursuant to
the foregoing constitutes a "tender offer" for purposes of Rule 14e-1 under the
Exchange Act, the Company will comply with the requirements of Rule 14e-1 as
then in effect, to the extent applicable, and any other applicable securities
laws or regulations with respect to such repurchase.

     SECTION 4.18  Limitations on Payments for Consent.

     Neither the Company nor any of its Restricted Subsidiaries shall, directly
or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Note for or as an inducement to
any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes

                                       22
<PAGE>

unless such consideration is offered to be paid or is paid to all Holders of the
Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

     SECTION 4.19  Limitation on Business Activities.

     The Company shall not and shall not permit any of its Restricted
Subsidiaries to engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

     SECTION 4.20  [Intentionally Omitted]

     SECTION 4.21  [Intentionally Omitted]

     SECTION 4.22  Maintenance of All Registration, Regulations and Licenses.

     The Company shall maintain registrations, licenses, permits, privileges and
franchises material to the conduct of its business and shall comply in all
material respects with all laws,  rules,  regulations and orders of any
government entity.

     SECTION 4.23  Internal Revenue Service Filing.

     The Company shall file a United States Internal Revenue Service Form 8281
Information Return for Publicly Offered Original Issue Discount Instruments,
with the United States Internal Revenue Service within the time and in the
manner required by law and shall mail a copy of such filing to the Trustee
within 15 days after such filing with the Internal Revenue Service.



                                   ARTICLE 5

                                   SUCCESSORS

     SECTION 5.1  Limitation on Mergers, Consolidations and Sales of All Assets.

     The Company shall not, in a single transaction or a series of related
transactions, (i) consolidate with, amalgamate, or merge with or into any other
Person or permit any other Person to consolidate with or merge into the Company
or any Subsidiary of the Company (in a transaction in which such Subsidiary
remains a Subsidiary of the Company); or (ii) sell, assign, transfer, lease,
convey, or otherwise dispose of (or cause or permit any Subsidiary of the
Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or
substantially all of the Company's assets (determined on a consolidated basis
for the Company and its Subsidiaries), unless, in the case of either clause (i)
or clause (ii):  (A) either:  (1) the Company is the surviving or continuing
corporation; or (2) the Person (if other than the Company) formed by the
consolidation or amalgamation or into which the Company is merged or the Person
that acquires the properties and assets of the Company and of the Company's
Subsidiaries substantially as an entirety (the "Surviving Entity") (x) is a
corporation organized and validly existing under the laws of England and Wales
or the United States or any State thereof or the District of Columbia and (y)
expressly assumes, by a supplemental indenture, the due and punctual payment of
the principal of, and premium, if any, and interest on all of the Notes and the
performance of every covenant of the Notes and this Indenture on the part of the
Company to be performed or observed; (B) immediately after giving effect to the
transaction and the assumption contemplated by clause (A)(2)(y) above, no
Default or Event of Default has occurred or is continuing; (3) the Company or
the Surviving Entity agree to indemnify each Holder of the Notes against any
tax, levy, assignment or governmental change payable by withholding or deduction
which may be imposed on the Holder as a result of such an amalgamation, merger
or consolidation; and (4) the Company or the Surviving Entity shall have
delivered to the

                                       23
<PAGE>

Trustee, prior to the consummation of the proposed transaction, an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, amalgamation, sale, assignment, transfer, lease, conveyance or other
disposition and, if a supplemental indenture to this Indenture is required in
connection with such transaction, such supplemental indenture shall comply with
the applicable provision of this Indenture and all conditions precedent in this
Indenture relating to such transaction shall have been satisfied; provided that
clause (A) above shall not apply to a Change of Domicile.

     SECTION 5.2  Successor Corporation Substituted.

     Upon any consolidation, amalgamation, or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company, in accordance with Section 5.1 hereof, in which the Company is not the
continuing corporation or the successor Person formed or surviving any such
consolidation, amalgamation,  or merger, or to which a sale, lease, conveyance
or other disposal of all or substantially all of the Company's assets is made,
the Surviving Entity  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 Surviving Entity has been named as the Company herein, and, except in
the case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Notes and, except in the
case of a lease, the Company shall be released.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

     SECTION 6.1  Events of Default.

     (a) A "DEFAULT" or  "EVENT OF DEFAULT" shall occur if:

          (i)   the Company fails to pay any interest on any of the Notes when
the same becomes due and payable, and such failure continues for 30 days;

          (ii)  the Company fails to pay principal of, or premium, if any, on
any of the Notes when the same becomes due;

          (iii) the Company fails to pay the principal of, premium, if any, and
interest on any Notes required to be purchased pursuant to a Change of Control
Offer described under Section 4.17 hereof, when due and payable;

          (iv)  the Company fails to perform any other covenant, warranty, term,
condition, provision or agreement (other than the provisions of Article 5
hereof) of the Company contained in the Notes or this Indenture and such failure
continues for 30 days after the notice specified below;

          (v)   the Company fails to perform or comply with the provisions
described under Article 5 herein;

          (vi)  the occurrence of a default under any Debt of the Company or any
Subsidiary of the Company if both (A) such default either results from failure
to pay any such Debt at its Stated Maturity or relates to an obligation other
than the obligation to pay such Debt at its Stated Maturity and results in the
holders of such Debt causing such Debt to become due before its Stated Maturity,
and (B) the principal amount of such Debt, together with, the principal amount
of any other such Debt in default for failure to pay principal at the Stated
Maturity of the maturity of which has been accelerated and aggregated at least
$25 million or more at any one time outstanding;

          (vii) the rendering of a final judgment or judgments (not subject to
appeal) by a court of competent jurisdiction against the Company or any of its
Restricted Subsidiaries in an aggregate amount at any one

                                       24
<PAGE>

time in excess of $10 million and shall not have been vacated, discharged,
satisfied or stayed within 60 consecutive days thereafter;

          (viii) the Company or any Significant Subsidiary pursuant to or within
the meaning of any Bankruptcy Law;

                  (A) commences a voluntary case or proceeding;

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

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

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

                  (E) files a petition in bankruptcy or an answer or consent
seeking reorganization or relief; or

                  (F) consents to the filing of such petition in bankruptcy or
the appointment of or taking possession by a Custodian; and

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

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

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

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

     and the order or decree remains unstayed and in effect for 60 days.

     The foregoing provisions in this Section 6.1(a) shall constitute Defaults
or Events of Default whatever the reason for any such Event of Default and
whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.

     (b) Subject to the provisions of this Indenture relating to the duties of
the Trustee, set forth in Section 7 hereof, in case an Event of Default shall
occur and be continuing, the Trustee shall be under no obligation to exercise
any of its rights or powers under this Indenture at the request or direction of
any of the Holders, unless such Holders shall have offered to the Trustee
indemnity reasonably satisfactory to the Trustee, in accordance with Sections
6.6 and 7.1(e) hereof. Subject to Section 7.7 and in accordance with Section 6.5
hereof, the Holders of a majority in aggregate principal amount of the
outstanding Notes 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.

     (c) A Default under Section 6.1(a)(ii) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate principal amount of the outstanding Notes notify the Company and the
Trustee, of the Default, and the Company or the applicable Subsidiary of the
Company does not cure the Default within 60 days after receipt of such notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default" under this Section 6.1. Such notice shall be
given by the

                                       25
<PAGE>

Trustee if so requested by the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding. When a Default is cured or waived, it
ceases.

     (d) The Company shall notify the Trustee in writing within five (5)
Business Days of the occurrence of a Default or an Event of Default in
accordance with Section 4.4(b) hereof.

     (e) For purposes of Section 6.1(a)(viii) and Section 6.1(a)(ix), it shall
not be a Default or Event of Default if such proceedings are commenced or such
orders or decrees are issued solely for the purpose of giving effect to a Change
of Domicile transaction.

     SECTION 6.2  Acceleration.

     (a) If an Event of Default (other than an Event of Default specified in
Section 6.1(a)(viii) or Section 6.1(a)(ix) hereof, with respect to the Company
or any Significant Subsidiaries of the Company) occurs and is continuing either
(i) the Trustee may, by written notice to the Company or (ii)  the Holders of at
least 25% in aggregate principal amount of the outstanding Notes may, by written
notice to the Company and the Trustee, and upon such request of such Holders,
the Trustee shall (by notice as provided in clause (i) above), declare the
aggregate principal amount of the Notes outstanding, to be due and payable and,
upon any such declaration the same shall become due and payable; provided
however, that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of the
outstanding Notes, may under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the non-payment of interest or
accelerated principal, have been cured or waived as provided in this Indenture.
If an Event of Default specified in Section 6.1(a)(viii) or Section 6.1(a)(ix)
hereof, with respect to the Company or any significant Subsidiary of the Company
occurs, the aggregate principal amount of the Notes outstanding shall become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of the Notes.

     (b) After a declaration of acceleration has been made, but before a
judgment or decree for payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in aggregate principal amount of
Notes outstanding, by written notice to the Company and the Trustee, may annul
such declaration if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced by the Trustee, its agents and
counsel under this Indenture and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7, (ii) all overdue interest on all
Notes, (iii) to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate borne by the Notes, and (iv) principal due
otherwise than by acceleration; and (b) all Events of Default, other than the
nonpayment of principal of the Notes which have become due solely by such
declaration of acceleration, have been cured or waived. Notwithstanding the
foregoing, any acceleration of payment of the Notes from the failure of the
Company to make an interest payment on the Notes during a Blockage Period (an
"Acceleration Due to Blockage") automatically shall be rescinded if and when the
following conditions are satisfied within five Business Days following the end
of such Blockage Period: (i) the payment in respect of interest on the Notes,
the failure of which gave rise to such Event of Default, is made; and (ii) no
other Event of Default, other than an Event of Default which has occurred solely
as a result of the acceleration of other Debt of the Company or any Subsidiary
prior to its express maturity that was caused solely by an Acceleration Due to
Blockage, shall have occurred and be continuing.

     SECTION 6.3  Other Remedies.

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

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

                                       26
<PAGE>

     SECTION 6.4  Waiver of Past Defaults.

     Subject to Sections 6.7 and 9.2, the Holders of a majority in aggregate
principal amount of the Notes outstanding may on behalf of the Holders of all
the Notes waive any past defaults under this Indenture and its consequences,
except a default in the payment of the principal of, premium, if any, or
interest on any Note, or in respect of a covenant or provision which under this
Indenture cannot be modified or amended without the consent of the Holder of
each Note outstanding.

     SECTION 6.5  Control by Majority.

     The Holders of a majority in aggregate principal amount of the outstanding
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it
including, without limitation, any remedies provided for in Section 6.3.
Subject to Section 7.1, however, the Trustee may refuse to follow any direction
that conflicts with any law or this Indenture, or that the Trustee determines
may be unduly prejudicial to the rights of another Holder, or that may involve
the Trustee in personal liability, provided that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.

     SECTION 6.6  Limitation on Suits.

     (a) No Holder of any Note will have any right to institute any proceeding
with respect to this Indenture for any remedy thereunder, unless:

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

           (ii)  the Holder or Holders of at least 25% in aggregate principal
amount of the outstanding Notes will have made written request to the Trustee to
institute such proceeding as trustee;

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

           (iv)  the Trustee fails to institute such proceeding within 60 days
after receipt of such request and the offer of reasonable indemnity; and

           (v)   during such 60-day period the Trustee has not received from
Holders of a majority in aggregate principal amount of the outstanding Notes, a
direction which, in the opinion of the Trustee, is inconsistent with the
request.

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

     (c) This Section 6.6 does not apply to a suit instituted by a Holder of a
Note for enforcement of payment of the principal of, premiums, if any, or
interest on such Note or after the respective due dates expressed in such Note.

     SECTION 6.7  Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of, premium, if any, and interest on, a
Note, on or after the respective due dates expressed in such Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the Holder.

                                       27
<PAGE>

     SECTION 6.8  Collection Suit by Trustee.

     If an Event of Default in payment of principal, premium, if any, or
interest specified in clause (i) or (ii) of Section 6.1 occurs and is
continuing, or if any other Event of Default has occurred and the amounts due
have been accelerated, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company or any other obligor on the
Notes for the whole amount of principal, premium, if any, and accrued interest
remaining unpaid, together with interest on overdue principal and, to the extent
that payment of such interest is lawful, interest on overdue installments of
interest, in each case at the rate per annum borne by the Notes, and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     SECTION 6.9  Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relating to the Company or any other obligor upon the
Notes, any of their respective creditors or any of their respective property and
shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any custodian in any such judicial proceedings is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.7 hereof.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.

     SECTION 6.10 Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.7 hereof, including without limitation payment of all
     compensation, expense and liabilities incurred, and all advances made, by
     the Trustee, and the costs and expenses of collection;

          Second: to holders of Senior Debt to the extent required by Article
     11 hereof;

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

          Fourth: to holders of Debt which ranks pari passu with the Notes or
     senior to the 6.75% Notes for amounts due and unpaid on such Debt for
     principal, premium, if any, and interest ratably, without preference or
     priority of any kind, according to the amounts due and payable on such Debt
     for principal, premium, if any, and interest respectively;

          Fifth: to holders of the 6.75% Notes for amounts due and unpaid on the
     6.75% Notes for principal,  premium, if any, and interest, ratably, without
     preference or priority of any kind, according to the amounts  due and
     payable on the 6.75% Notes for principal, premium, if any,  and interest
     respectively; and

          Sixth: to the Company.

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

                                       28
<PAGE>

     SECTION 6.11   Undertaking for Costs.

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

     SECTION 6.12   Reports to the Trustee.

     The Company shall furnish to the Trustee a statement annually of (a) the
Company's performance of certain obligations under this Indenture and (b) any
Default in such performance, including any Default identified in a notice made
pursuant to Section 4.4(b) hereof.  The Company shall provide written notice of
Default or Event of Default in accordance with Section 6.1(d) hereof.

                                   ARTICLE 7

                                    TRUSTEE

     SECTION 7.1    Duties of Trustee.

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

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

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

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

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

          (i)   This paragraph does not limit the effect of paragraph (b) of
this Section 7.1.

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

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

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c) and (e) of this Section 7.1.

                                       29
<PAGE>

     (e)  No provision of this Indenture shall require the Trustee to (i) expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder if it shall have reasonable grounds
for believing that repayment of such funds is not assured to it or it does not
receive indemnity reasonably satisfactory to the Trustee against such expense,
risk or liability or (ii) take or omit to take any action under this Indenture
or take any action at the request or direction of Holders if it does not receive
indemnity against such risk, liability, loss, fee or expense which might be
incurred by it in compliance with such request or direction.

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

     SECTION 7.2    Rights of Trustee.

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

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both.  The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.  The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

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

     (e)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f)  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 unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

     SECTION 7.3    Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee.  Any Paying
Agent may do the same with like rights. However, the Trustee is subject to
Sections 7.10 and 7.11 hereof.

     SECTION 7.4    Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Notes, it shall not be accountable for the Company's use of the
proceeds from the Notes or any money paid to the Company or upon the Company's
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Notes or any other document in connection with the sale of the Notes,
other than its certificate of authentication.

                                       30
<PAGE>

     SECTION 7.5    Notice of Defaults.

     If a Default or an Event of Default known to the Trustee occurs and is
continuing, the Trustee shall mail to each Noteholder a notice of the Default or
Event of Default within 90 days after it occurs.  Except in the case of a
Default in payment on any Note (including the failure to make a mandatory
redemption pursuant hereto), the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders.  For purposes of Section
6.2, Section 7.1 and this Section 7.5, the Trustee shall not be deemed to have
knowledge of a Default or an Event of Default unless a Responsible Officer has
actual knowledge thereof or unless written notice of such Default or Event of
Default is received by the Trustee and such notice refers to the Notes or this
Indenture.

     SECTION 7.6    Reports by Trustee to Holders.

     (a)  Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as the Notes remain outstanding, the
Trustee shall mail to all Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a), if such a report is required pursuant to
TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

     (b)  Commencing at the time this Indenture is qualified under the TIA, a
copy of each such report at the time of its mailing to Holders shall be filed
with the Commission and each stock exchange, if any, on which the Notes are
listed. The Company or any other obligor upon the Notes shall promptly notify
the Trustee if the Notes become listed on any stock exchange or of any delisting
thereof.

     SECTION 7.7    Compensation and Indemnity.

     (a)  The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder.  The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services.  Such expenses
shall include reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel, except as set forth in Section 7.7(d).

     (b)  The Company shall indemnify the Trustee and its officers, directors,
employees and agents against any loss, liability or expense incurred by the
Trustee or such person arising out of or in connection with the offer and sale
of the Notes or the acceptance or administration of its duties under this
Indenture (including but not limited to its services of Registrar and Paying
Agent), including the costs and expenses of enforcing this Indenture against the
Company (including this Section 7.7) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except as set forth in Section 7.7(d).  The Trustee shall notify the
Company promptly of any claim asserted against the Trustee for which it may seek
indemnity, provided that failure to so notify the Company shall not affect the
Company's indemnity obligations hereunder.

     (c)  The obligations of the Company under this Section 7.7 to compensate
and indemnify the Trustee and its agents and to reimburse the Trustee for its
reasonable expenses shall survive the resignation or removal of the Trustee, the
termination of the Company's obligations hereunder and the satisfaction and
discharge of this Indenture.

     (d)  The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or willful
misconduct.

     (e)  The obligations of the Company under this Section shall be
subordinated to the payment of Senior Debt pursuant to Article 11. To secure the
Company's payment obligations in this Section 7.7, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, in
its capacity as Trustee, except that held in trust to pay principal, premium, if
any, and interest on particular Notes. Such Lien shall survive the resignation
or removal of the Trustee and the satisfaction and discharge of this Indenture.
When the Trustee

                                       31
<PAGE>

incurs expenses or renders services after an Event of Default specified in
Section 6.1(a)(viii) or Section 6.1(a)(ix) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) shall be preferred over the status of the Holders in a proceeding under
any Bankruptcy Law and are intended to constitute expenses of administration
under any Bankruptcy Law.

     SECTION 7.8    Replacement of Trustee.

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

     (b)  The Trustee may resign in writing at any time, in accordance with the
requirements of the TIA, and be discharged from the trust hereby created by so
notifying the Company. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the
Company in writing at least 30 days prior to the date of proposed removal,
provided that at such date no Event of Default shall have occurred and be
continuing.  The Company may remove the Trustee if:

          (i)   the Trustee fails to comply with Section 7.10 hereof;

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

          (iii) a custodian or public officer takes charge of the Trustee or
its property; or

          (iv)  the Trustee becomes incapable of acting.

     (c)  If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company and any other obligor upon the
Notes shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

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

     (e)  If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, any
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

     (f)  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to each Noteholder. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.7. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

     SECTION 7.9    Successor Trustee by Merger, Etc.


     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee, provided that such successor is eligible and qualified under this
Article 7.

                                       32
<PAGE>

     SECTION 7.10   Eligibility; Disqualification.

     (a)  There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof authorized under such laws to exercise corporate
trustee powers, shall be subject to supervision or examination by federal or
state authority and shall have a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.

     (b)  This Indenture shall always have a Trustee which satisfies the
requirements of TIA Sections 310(a)(1).  The Trustee is subject to TIA Section
310(a)(5) concerning inability of a trustee to be a direct or indirect obligor
of the Notes and is subject to TIA Section 310(b) regarding disqualification of
a trustee upon acquiring any conflicting interest. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect specified
in this Article 7. Nothing contained herein shall prevent the Trustee from
filing the application in TIA Section 310(b) regarding resignation.

     SECTION 7.11   Preferential Collection of Claims Against Company.

     The Trustee, in its capacity as Trustee hereunder, is subject to TIA
Section 311(a), subject to the creditor relationship provisions listed in TIA
Section 311(b).  A Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated therein.

     SECTION 7.12   Permitted Transactions.

     (a)  The Trustee shall be limited, should it become a creditor of the
Company, in its ability to obtain payment of claims or to realize on certain
property received by it in respect of any such claim as security or otherwise.

     (b)  The Trustee is permitted to engage in other transactions with the
Company or any of its Affiliates; provided, however, that if it acquires any
conflicting interest, as defined under the TIA, the Trustee must eliminate such
conflict or resign.

                                   ARTICLE 8

                            DISCHARGE OF INDENTURE

     SECTION 8.1    Legal Defeasance and Covenant Defeasance of the Notes.

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

     (b)  Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company shall be deemed to have been
released and discharged from its obligations with respect to the outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter,
"legal defeasance"). For this purpose, such legal defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of the Sections of and matters under this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Notes and this Indenture insofar as such Notes are
concerned, except for the following which shall survive until otherwise
terminated or discharged hereunder: (i) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in paragraph (d) below and
as more fully set forth in such paragraph, payments in respect of the principal
of, premium, if any, and interest on such Notes when such payments are due and
(ii) obligations listed in Section 8.3.

                                       33
<PAGE>

     (c)  Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company shall be released and discharged
from its obligations under any covenant contained in Section 5.1 hereof and in
Sections 4.3 through 4.23 hereof (subject to compliance with the Company's
obligations under the TIA), with respect to the outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Notes shall thereafter be deemed to be not "outstanding"
for the purpose of any direction, waiver, consent, declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to the
outstanding Notes, 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
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
6.1(a)(iii), nor shall any event referred to in Section 6.1(a)(viii) or Section
6.1(a)(ix) thereafter constitute a Default or an Event of Default thereunder
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.

     (d)  The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Notes:

          (i)  The Company shall have irrevocably deposited in trust with the
Trustee, pursuant to an irrevocable trust and security agreement in form and
substance satisfactory to the Trustee, cash or U.S. Government Obligations
maturing as to principal and interest at such times, or a combination thereof,
in such amounts as are sufficient, without consideration of the reinvestment of
such interest and after payment  of all federal, state and local taxes or other
charges or assessments in respect thereof payable by the Trustee, in the opinion
of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof (in form and substance reasonably
satisfactory to the Trustee) delivered to the Trustee, to pay the principal of,
premium, if any, and interest on the outstanding Notes on the dates on which any
such payments are due and payable in accordance with the terms of this Indenture
and of the Notes;

          (ii)  (A) No Event of Default or Default shall have occurred and be
continuing on the date of such  deposit, and (B) no Default or Event of Default
under Section 6.1(a)(v) or 6.1(a)(vi) shall occur on or before the  123rd day
after the date of such deposit;

          (iii) Such deposit will not result in a Default under this Indenture
or a breach or violation of, or constitute a default under, any other instrument
or agreement to which the Company is a party or by  which it or its property is
bound;

          (iv)  No default on any Senior Debt shall have occurred and be
continuing;

          (v)   In the case of a legal defeasance under paragraph (b) above, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (B) since the date of this Indenture there has been
a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such  opinion shall confirm that, the Holders of the
Notes will not recognize income, gain or loss for federal income tax purposes as
a result of such deposit, defeasance and discharge and will be subject to
federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such deposit, defeasance and discharge had not
occurred; and, in the case of a covenant defeasance under paragraph (c) above,
the Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, in form and substance reasonably satisfactory to the
Trustee, to the effect that Holders of the Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such deposit and
defeasance and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit
and defeasance had not occurred;

          (vi) The Holders shall have a perfected security interest under
applicable law in the cash or U.S. Government Obligations deposited pursuant to
Section 8.1(d)(i) above or such cash or U.S. Government Obligations shall be
held in irrevocable trust for the benefit of all the Holders;

                                       34
<PAGE>

          (vii)  The Company shall have delivered to the Trustee an Opinion of
Counsel, in form and substance reasonably satisfactory to the Trustee, to the
effect that (A) after the passage of 123 days following the deposit, the trust
funds will not be subject to any applicable bankruptcy, insolvency,
reorganization or similar law affecting creditors' rights generally, and (B)
neither the Company, the Trustee nor the trust is an investment company under
the Investment Company Act of 1940, or has been registered as an investment
company; and

          (viii) The Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent specified herein relating, to the defeasance contemplated by this
Section 8.1 have been complied with; provided, however, that no deposit under
clause (i) above shall be effective to terminate the obligations of the Company
under the Notes or this Indenture prior to 123 days following any such deposit.

     The Company shall use its best efforts to ensure that the deposit referred
to in Section 8.1(d)(i) hereof does not result in the Company, the Trustee or
the trust becoming or being deemed an investment company under the Investment
Company Act of 1940.  In the event that such deposit does result in the Company,
the Trustee or the trust becoming, or being deemed an investment company, the
Company shall bear all related expenses of registration and reporting under the
Investment Company Act of 1940 for the duration of the trust.

     SECTION 8.2    Termination of Obligations Upon Cancellation of the Notes.

     In addition to the Company's rights under Section 8.1 hereof, the Company
may terminate all of its obligations under this Indenture and this Indenture
shall cease to be of further effect (subject to Sections 8.3 and 2.7 hereof)
when:

     (a)  either (i) all Notes theretofore authenticated and delivered (other
than Notes which have been destroyed, lost or stolen and which have been
replaced or paid and the Notes 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) hereof have been delivered
to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to
the Trustee for cancellation have become due and payable and the Company has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation for principal of and
premium, if any, on the Notes to the date of deposit together with irrevocable
instructions from the Company directing the Trustee to apply such funds to the
payment thereof at maturity or redemption as the case may be;

     (b)  the Company has paid or caused to be paid all other sums payable
hereunder and under the Notes by the Company; and

     (c)  the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, stating that all conditions precedent specified in this
Section 8 relating to the satisfaction and discharge of this Indenture have been
complied with.

     SECTION 8.3    Survival of Certain Obligations.

     Notwithstanding the satisfaction and discharge of this Indenture and of the
Notes referred to in Sections 8.1 or 8.2 hereof, the respective obligations of
the Company and the Trustee, as applicable, under Sections 1.5, 2.3, 2.4, 2.5,
2.6, 2.7, 2.9, 2.10, 2.11, 2.14, 2.17, 4.1, 4.2, 4.9, 6.7, 7.7, 7.8, 8.5, 8.6,
8.7 and Article 13 hereof shall survive until the Notes are no longer
outstanding, and thereafter the obligations of the Company and the Trustee under
Sections 7.7, 8.5, 8.6 and 8.7 hereof shall survive. Nothing contained in this
Article 8 shall abrogate any of the obligations or duties of the Trustee as set
forth in this Indenture.

     SECTION 8.4    Acknowledgment of Discharge by Trustee.

     Subject to Section 8.7 hereof, after (i) the conditions of Sections 8.1 or
8.2 hereof have been satisfied, (ii) the Company has paid or caused to be paid
all other sums payable hereunder by the Company and (iii) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that all

                                       35
<PAGE>

conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee upon written request shall acknowledge in writing the discharge of the
Company's obligations under this Indenture except for those surviving
obligations specified in Section 8.3 hereof.

     SECTION 8.5    Application of Trust Assets.

     The Trustee shall hold any cash or U.S. Government Obligations deposited
with it in the irrevocable trust established pursuant to Section 8.1 hereof.
The Trustee shall apply the deposited cash or the U.S. Government Obligations,
together with earnings thereon, through the Paying Agent, in accordance with
this Indenture and the terms of the irrevocable trust agreement established
pursuant to Section 8.1 hereof, to the payment of principal of, premium, if any,
and interest on the Notes.  The cash or U.S. Government Obligations so held in
trust and deposited with the Trustee in compliance with Section 8.1 hereof,
shall not be part of the trust estate under this Indenture, but shall constitute
a separate trust fund for the benefit of all Holders entitled thereto.

     SECTION 8.6    Repayment to the Company; Unclaimed Money.

     Upon termination of the trust established pursuant to Section 8.1, the
Trustee and the Paying Agent shall promptly pay to the Company upon request any
excess cash or U.S. Government Obligations held by them. Additionally, the
Trustee and the Paying Agent shall pay to the Company upon request, and, if
applicable, in accordance with the irrevocable trust established pursuant to
Section 8.1, any cash or U.S. Government Obligations held by them for the
payment of principal of, premium, if any, or interest on the Notes that remain
unclaimed for two years after the date on which such payment shall have become
due unless otherwise required by law. After payment to the Company, all
liability of the Trustee and such Paying Agent with respect to such cash or U.S.
Government Obligations shall cease and Holders entitled to such payment must
look to the Company for such payment as general creditors unless an applicable
abandoned property law expressly provides otherwise.

     SECTION 8.7    Reinstatement.

     If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.1 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.1 until such
time as the Trustee or Paying Agent is permitted to apply all such cash or U.S.
Government Obligations in accordance with Section 8.1, provided that if the
Company makes any payment of principal of, premium, if any, or interest on any
Notes following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the cash or U.S. Government Obligations, and proceeds thereof, held by the
Trustee or the Paying Agent.

                                   ARTICLE 9

                                  AMENDMENTS

     SECTION 9.1    Without Consent of Holders.

     (a)  The Company, when authorized by a Board Resolution, and the Trustee,
together, may amend or supplement this Indenture or the Notes without the
consent of any Noteholder:

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

          (ii) to comply with Article 5 hereof;

                                       36
<PAGE>

          (iii) to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the TIA as then in effect;

          (iv)  to make any change that does not adversely affect the legal
rights hereunder of any Noteholder under this Indenture or the Notes;

          (v)   to evidence or to provide for a replacement Trustee under
Section 7.8 hereof; or

          (vi)  to add to the covenants and agreements of the Company for the
benefit of the Holders and to surrender any right or power herein reserved to
the Company, provided that, in each such case except in the case of clause (v)
above where the Trustee has resigned, the Company has delivered to the Trustee
an Opinion of Counsel and an Officers' Certificate, each stating that such
amendment or supplement complies with the provisions of this Section 9.1.

     (b)  Upon the written request of the Company, accompanied by a Board
Resolution authorizing the execution of any amended or supplemental Indenture,
and upon receipt by the Trustee of the documents described in Section 9.6
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture which affects its own rights, duties or
immunities under this Indenture or otherwise.

     SECTION 9.2    With Consent of Holders.

     (a)  Subject to Section 9.2(e), the Company, when authorized by a Board
Resolution, and the Trustee, together, may amend this Indenture or the Notes
with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes (such consent to be evidenced by an Act of
such Holders in accordance with Section 1.5 hereof). The Holders of at least a
majority in aggregate principal amount of the Notes then outstanding (by an Act
of such Holders in accordance with Section 1.5 hereof), or the Trustee, with the
consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes (such consent to be evidenced by an Act of such Holders in
accordance with Section 1.5 hereof) may, waive compliance in a particular
instance by the Company, any past default under this Indenture or the Notes,
except for as provided in Section 9.2(e)(vii).

     (b)  Upon the written request of the Company, accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders pursuant to Section 9.2(a), and upon
receipt by the Trustee of the documents described in Section 9.6 hereof, the
Trustee shall join with the Company in the execution of such amended or
supplemental Indenture but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture which affects its own rights, duties or
immunities under this Indenture or otherwise.

     (c)  It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment,
supplement, or waiver, but it shall be sufficient if such consent approves the
substance thereof.

     (d)  After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to each Holder affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver.

     (e)  Notwithstanding Section 9.2(a), without the consent of each Holder
affected, an amendment or waiver under this Section may not:

          (i)  reduce the percentage stated in Section 9.2(a) of aggregate
principal amount of outstanding Notes necessary to consent to an amendment,
supplement or waiver of this Indenture;

          (ii) reduce the percentage of aggregate principal amount of
outstanding Notes necessary to consent for waiver of certain defaults provided
for in this Indenture;

                                       37
<PAGE>

          (iii) reduce the principal amount of (or the premium, if any, of) or
interest on any Note or change the Stated Maturity of the principal of, or any
installment of interest on, Notes;

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

          (v)   change the stated maturity of the principal of, or any
installment of interest on, any Note;

          (vi)  impair the right to institute suit for the enforcement of any
payment of principal of, premium, if any, or interest on, any Note;

          (vii) waive a continuing past Default or Event of Default in the
payment of principal of, premium if any, or interest on, the Notes;

          (viii) modify or amend any of the provisions of this Indenture
relating to the subordination of the Notes in a manner adverse to Holders;

          (ix)  modify or amend any of the provisions of this Indenture relating
to the modification and amendment of this Indenture or the waiver of past
defaults or covenants; or

          (x)   following the mailing of an offer with respect to a Change of
Control Offer pursuant to Section 4.17, modify this Indenture with respect to
such Change of Control Offer in a manner adverse to such Holders.


     SECTION 9.3    Compliance with Trust Indenture Act.

     Every amendment to or supplement of this Indenture or the Notes shall
comply with the TIA as then in effect.

SECTION 9.4    Revocation and Effect of Consents.

     (a)  Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
his or her Note or portion of a Note if the Trustee receives written notice of
revocation before the date the amendment, supplement or waiver becomes
effective. Any amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

     (b)  The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any Act of
Holders, including any amendment, supplement or waiver. If a record date is
fixed, then notwithstanding the last two sentences of Section 9.4(a), those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such Act of Holders,
including an amendment, supplement or waiver, or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date. After an Act of Holders, including an amendment,
supplement or waiver becomes effective, it shall bind every Noteholder, unless
it is an amendment, supplement or waiver that makes a change described in
Section 9.2(e), in which case the amendment, supplement or waiver shall bind
only each Holder of a Note who has consented to it and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, provided, that any such waiver shall not impair or affect the
right of any Holder to receive payment of principal of and interest on a Note,
on or after the respective due dates expressed in such Note, or to bring suit
for the enforcement of any such payment on or after such respective dates
without the consent of such Holder.

                                       38
<PAGE>

     SECTION 9.5    Notation on or Exchange of Notes.

     If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver it to the Trustee.  The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder.  Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.  Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

     SECTION 9.6    Trustee to Sign Amendments.

     The Trustee shall sign any amendment, waiver or supplemental indenture
authorized pursuant to this Article 9 if the amendment, waiver, or supplement
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may, but need not, sign it.  In signing or
refusing to sign such amendment, waiver, or supplemental Indenture, the Trustee
shall be entitled to receive and, subject to Section 7.1, shall be fully
authorized and protected in relying upon, an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that such amendment, waiver or
supplemental Indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.  The Company may not sign any amendment or
supplemental Indenture until the Board of Directors approves it.

     SECTION 9.7.  Conformity with TIA.

     Every amendment or supplemental indenture executed pursuant to this Article
9 shall conform to the requirements of the TIA as then in effect.

                                  ARTICLE 10

                            [INTENTIONALLY OMITTED]


                                  ARTICLE 11

                                 SUBORDINATION

     SECTION 11.1   Ranking.

     (a) Notwithstanding the provisions of Sections 6.2 and 6.3, the Company
covenants and agrees, and the Trustee and each Holder of the Notes by his or her
acceptance thereof likewise covenants and agrees, that all payments of the
principal of, premium, if any, and interest on the Notes by the Company shall be
subordinated in accordance with the provisions of this Article 11 to the prior
payment in full of all amounts payable under existing and future Senior Debt of
the Company and the Senior Subordinated Notes.

     (b) The Notes shall rank in right of payment junior to all of the Company's
existing and future Senior Debt, including the Credit Facility, and all existing
and future senior subordinated debt.  The Notes will rank in right of payment
senior to any 6.75% Notes.  If the Company issues additional subordinated Debt
in the future, the Notes will rank in right of payment pari passu or junior to
such debt.

     (c) The Notes are unsecured obligations of the Company.

     SECTION 11.2   Priority and Payment Over of Proceeds in Certain Events.

     (a) Subordination on Dissolution, Liquidation or Reorganization of the
Company.

                                       39
<PAGE>

     In the event of 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 assets, or any
liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary, or any assignment for the benefit of creditors or other
marshalling of assets or liabilities of the Company (except in connection with
the consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties substantially as
an entirety, upon the terms and conditions described under Article 5 hereof),
all Senior Debt due and owing (including, in the case of Designated Senior Debt
and Senior Debt under the Credit Facility, interest accruing after the
commencement of any such case or proceeding at the rate specified in the
instrument evidencing such Senior Debt, whether or not a claim therefor is
allowed in such proceeding, to the date of payment of such Senior Debt) and
payment on the Senior Subordinated Notes must be paid in full before any payment
or distribution of any assets of the Company of any kind or character is made on
account of principal of, premium, if any, or interest on, the Notes, including
repurchase, purchase,  redemption or other acquisition of the Notes. Before any
payment may be made by the Company of the principal of, premium, if any, or
interest on the Notes, and upon any such dissolution or winding up or
liquidation or reorganization, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or
securities, to which the Holders or the Trustee on their behalf would be
entitled, except for the provisions of this Article 11, shall be made by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other person making such payment or distribution, directly to the holders of the
Senior Debt of the Company or any Senior Representative thereof to the extent
necessary to pay all such Senior Debt in full after giving effect to any
concurrent payment or distribution to the holders of such Senior Debt.

     (b) Subordination on Default in Senior Debt and/or the Senior Subordinated
Notes.

            (i)   During the continuance of any default in the payment when due
of principal of, reimbursement obligation under, premium, if any, or interest
on, any Senior Debt and/or the Senior Subordinated Notes, including without
limitation any default in the payment when due of any commitment or facility
fees, letter of credit fees or agency fees under the Credit Facility, or any
default in payment when due of any reimbursement obligation of the Company with
respect to any letter of credit issued under the Credit Facility (a "Senior
Payment Default"), no direct or indirect payment or distribution of any assets
of the Company of any kind or character may be made on account of the principal
of, premium, if any, interest on, or other amounts payable in respect of, the
Notes or on account of the purchase, redemption or other acquisition of or in
respect of the Notes unless and until such Senior Payment Default has been
cured, waived or has ceased to exist or such Senior Debt shall have been
discharged or paid in full or when the right under this Indenture to prevent any
such payment is waived by or on behalf of the holders of such Senior Debt.

            (ii)  During the continuance of any default (other than a Senior
Payment Default) with respect to the Credit Facility or any Designated Senior
Debt, the occurrence of which entitles, or with the giving of notice or lapse of
time (or both) would entitle, one or more Persons to accelerate the maturity
thereof (a "Senior Nonmonetary Default") pursuant to which the Trustee and the
Company have received from the agent bank for the Credit Facility or from any
authorized person on behalf of any Designated Senior Debt a written notice of
such Senior Nonmonetary Default, no direct or indirect payment or distribution
of any assets of the Company of any kind or character may be made on account of
the principal of, premium, if any, or interest on, or other amounts payable in
respect of, the Notes or on account of the purchase, redemption or other
acquisition of, or in respect of, the Notes for the period specified below (the
"Blockage Period").

            (iii) The Blockage Period shall commence upon the receipt of notice
of a Senior Nonmonetary Default by the Trustee and the Company and shall end
(subject to any blockage of payment that may be in effect in respect of a Senior
Payment Default or insolvency) on the earlier of (A) 179 days after the receipt
of such notice, provided such Senior Debt shall not theretofore have been
accelerated and no Senior Payment Default shall be in effect; (B) the date on
which such Senior Nonmonetary Default is cured, waived or ceases to exist or
such Senior Debt is discharged or paid in full. In no event will a Blockage
Period extend beyond 179 days from the date of the receipt by the Trustee and
the Company of the notice initiating such Blockage Period. Any number of notices
of a Senior Nonmonetary Default may be given during a Blockage Period, provided,
that no such notice shall extend such Blockage Period, only one Blockage Period
may be commenced within any 360-day period and there shall be a period of at
least 181 consecutive days in each period of 360 consecutive days when no
Blockage Period is in effect. No Senior Nonmonetary Default with respect to
Senior Debt that existed or was continuing on the date of the

                                       40
<PAGE>

commencement of any Blockage Period and that was known to the holders of or the
Senior Representative for such Senior Debt will be, or can be, made the basis
for the commencement of a subsequent Blockage Period, whether or not within a
period of 360 consecutive days, unless such Senior Nonmonetary Default has been
cured or waived for a period of not less than 90 consecutive days. The Company
shall deliver an Officers' Certificate to the Trustee promptly after the date on
which any Senior Nonmonetary Default is cured or waived or ceases to exist or on
which the Senior Debt related thereto is discharged or paid in full.

     (c) Rights and Obligations of Holders of Notes and Trustee.

            (i)    In the event that, notwithstanding the foregoing provisions
prohibiting such payment or distribution, the Trustee or any Holder shall have
received any payment on account of the principal of, premium, if any, or
interest on the Notes at a time when such payment is prohibited by this Section
11.2 and before the principal of, premium, if any, and interest on Senior Debt
is paid in full, then and in such event (subject to the provisions of Section
11.8) such payment or distribution shall be received and held in trust for the
holders of Senior Debt and shall be paid over or delivered (A) to the trustee in
bankruptcy, liquidating trustee, receiver, Custodian, assignee, agent or other
person making any such payment or distribution of assets of the Company, or (B)
in the event that no such trustee or other person under clause (A) has been
appointed, then to the holders of the Senior Debt (or to their Senior
Representatives in the case of Designated Senior Debt) remaining unpaid promptly
at the written direction of such holders of Senior Debt or their designees to
the extent necessary for application to the payment in full of the principal of,
premium, if any, and interest on such Senior Debt in accordance with its terms
after giving effect to any concurrent payment or distribution to the holders of
such Senior Debt.

            (ii)   Nothing contained in this Article 11 will limit the right of
the Trustee or the Holders of Notes to take any action to accelerate the
maturity of the Notes pursuant to Section 6.2 hereof or to pursue any rights or
remedies hereunder against the Company, provided, that, to the extent provided
in this Article 11, all Senior Debt of the Company then or thereafter due or
declared to be due shall first be paid in full before the Holders or the Trustee
are entitled to receive any payment from the Company of principal of, premium,
if any, or interest on the Notes.

            (iii)  Upon any payment or distribution of assets or Notes referred
to in this Article 11, the Trustee and the Holders shall be entitled to rely
upon any order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
and upon any certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making any such payment or distribution delivered
to the Trustee, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of Senior Debt and other Debt 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
11. In the absence of such order, decree or certificate, the Trustee and the
Holders shall be entitled to request and rely upon an Officers' Certificate from
the Company. The Company shall provide to the Trustee, in the form of an
Officers' Certificate, the names and addresses of the holders of such Senior
Debt, the amount of the Senior Debt outstanding to each such holder of Senior
Debt and any necessary information to calculate the daily increase in
indebtedness to such holders of Senior Debt. The Trustee shall be entitled to
rely conclusively on any such order, decree or certificate (including any such
Officers' Certificate) in making any disbursements to the holders of Senior
Debt, without making any independent verification of the information contained
therein.

     (d) The subordination provisions of this Section 11.2 shall cease to apply
to the Notes upon any defeasance or covenant defeasance of the Notes pursuant to
Article 8 hereof.

     SECTION 11.3  Payments May Be Made Prior to Notice.

     Nothing contained in this Article 11 or elsewhere in this Indenture shall
prevent (i) the Company, except under the conditions described in Section 11.2
hereof, from making payments at any time of principal of, premium, if any, and
interest on, the Notes, or from depositing with the Trustee any monies for such
payments or (ii) the application by the Trustee of any monies deposited with it
for the purpose of making such payments of principal of, premium, if any, and
interest on, the Notes, to the Holders entitled thereto, unless by noon Eastern
time one Business Day prior to the date upon which such payment would otherwise
(except for the prohibitions contained in Section 11.2 hereof) become due and
payable, the Trustee shall have received the written notice provided for in

                                       41
<PAGE>

Section 11.2(b) hereof (or there shall have been an acceleration of the Notes
prior to such application), subject to Section 11.8 hereof.

     SECTION 11.4   Rights of Holders of Senior Debt Not to Be Impaired.

     (a) No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act in good faith by any such holder, or by
any noncompliance by the Company with the terms and provisions and covenants
herein, regardless of any knowledge thereof any such holder may have or
otherwise be charged with.

     (b) The provisions of this Article 11 are intended to be for the benefit
of, and shall be enforceable directly by, the holders of Senior Debt.

     SECTION 11.5   Authorization to Trustee to Take Action to Effectuate
Subordination.

     Each Holder of Notes by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to effectuate, as between the holders of Senior Debt and the
Holders, the subordination as provided in this Article 11 and appoints the
Trustee his or her attorney-in-fact for any and all such purposes.

     SECTION 11.6   Subrogation.

     (a) Subject to the payment in full of all amounts payable under or in
respect of Senior Debt, the Holders shall be subrogated to the rights of the
holders of such Senior Debt to receive payments or distributions of assets of
the Company made on such Senior Debt until the Notes shall be paid in full in
cash; and for the purposes of such subrogation, no payments or distributions to
holders of such Senior Debt of any cash, property or securities to which Holders
of the Notes would be entitled except for the provisions of this Article 11, and
no payment pursuant to the provisions of this Article 11 to holders of such
Senior Debt by the Holders, shall, as between the Company, its creditors other
than holders of such Senior Debt and the Holders, be deemed to be a payment by
the Company to or on account of such Senior Debt, it being understood that the
provisions of this Article 11 are solely for the purpose of defining the
relative rights of the holders of such Senior Debt, on the one hand, and the
Holders, on the other hand.

     (b) If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article 11 shall have been
applied, pursuant to the provisions of this Article 11, to the payment of all
amounts payable under the Senior Debt, then and in such case, the Holders shall
be entitled to receive from the holders of such Senior Debt at the time
outstanding any payments or distributions received by such holders of Senior
Debt in excess of the amount sufficient to pay all amounts payable under or in
respect of such Senior Debt in full.

     SECTION 11.7   Obligations of Company Unconditional.

     (a) Nothing contained in this Article 11 or elsewhere in this Indenture or
in any Note is intended to or shall impair, as between the Company and the
Holders, the obligations of the Company, which are absolute and unconditional to
pay to the Holders the principal of, premium, if any, and interest on the Notes
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders and
creditors of the Company other than the holders of the Senior Debt, nor shall
anything herein or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon Default under this
Indenture, subject to the rights, if any, under this Article 11 of the holders
of such Senior Debt in respect of cash, property or Notes of the Company
received upon the exercise of any such remedy.

     (b) The failure to make a payment on account of principal of, premium, if
any, or interest on, the Notes by reason of any provision of this Article 11
shall not be construed as preventing the occurrence of an Event of Default under
Section 6.1.

                                       42
<PAGE>

     SECTION 11.8   The Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice.

     The Trustee or Paying Agent shall not at any time be charged with the
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee or Paying Agent, unless and until the Trustee or
Paying Agent shall have received written notice thereof from the Company or one
or more holders of Senior Debt or from any trustee or agent therefor, including
Senior Representatives and/or the trustee for the Senior Subordinated Notes;
and, prior to the receipt of any such written notice, the Trustee or Paying
Agent shall be entitled to assume conclusively that no such facts exist. Unless
by noon Eastern time one Business Day prior to the date on which by the terms of
this Indenture any monies are to be deposited by the Company with the Trustee or
any Paying Agent (whether or not in trust) for any purpose (including, without
limitation, the payment of the principal of, premium, if any, or the interest
on, any Note), the Trustee or Paying Agent shall have received with respect to
such monies the notice provided for in the preceding sentence, the Trustee or
Paying Agent shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such date, except for an acceleration of the Notes prior to such application.
The foregoing shall not apply to the Paying Agent if the Company is acting as
Paying Agent. Nothing contained in this Section 11.8 shall limit the right of
the holders of Senior Debt to recover payments as contemplated by Section 11.2
hereof. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a person representing himself or itself to be a holder of such Senior
Debt (or a trustee on behalf of, or other representative of, such holder,
including Senior Representatives) to establish that such notice has been given
by a holder of such Senior Debt or a trustee on behalf of any such holder.
Nothing in this Article 11 shall apply to amounts due the Trustee pursuant to
Section 7.7 hereof.

     SECTION 11.9   Right of Trustee to Hold Senior Debt.

     The Trustee and any agent (including Senior Representatives) for the
holders of Senior Debt shall be entitled to all of the rights set forth in this
Article 11 in respect of any Senior Debt at any time held by it to the same
extent as any other holder of such Senior Debt, and nothing in this Indenture
shall be construed to deprive the Trustee or any agent for the holders of Senior
Debt of any of its rights as such holder.

     SECTION 11.10  No Implied Covenants by or Obligations of the Trustee.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Article 11 against the Trustee. The Trustee shall not be deemed to have any
fiduciary duty to the holders of the Senior Debt.


                                  ARTICLE 12

                       MEETINGS OF HOLDERS OF THE NOTES


     SECTION 12.1   Purposes of the Meetings.

     A meeting of the Holders may be called at any time from time to time
pursuant to this Article 12 for any of the following purposes:  (a) to give any
notice to the Company or to the Trustee, or to give any directions to the
Trustee, or to consent to the waiving of any Default hereunder and its
consequences, or to take any other action authorized to be taken by Holders
pursuant to Article 9 hereof; (b) to remove the Trustee and appoint a successor
trustee pursuant to Article 7 hereof; or (c) to consent to the execution of an
indenture supplemental hereto pursuant to Article 9 hereof.

                                       43
<PAGE>

     SECTION 12.2   Place of Meetings; Expenses.

     Meetings of Holders may be held at such place or places in the Borough of
Manhattan, The City of New York, as the Trustee or, in case of its failure to
act, the Company or the Holders calling the meeting, in accordance with Section
12.3(b) hereof, shall from time to time determine.  Except for a meeting
requested by the Company pursuant to a Board Resolution or by the Trustee, all
expenses (other than the expenses of the Company and the Trustee) of any
meetings called or held pursuant to this Article 12 shall be borne by the
Holders who call such meeting and the Company and the Trustee shall be entitled
to indemnification from such Holders in respect of the costs thereof.

     SECTION 12.3   Call and Notice of Meetings.

     (a) The Trustee may at any time (upon not less than 20 days' notice) call a
meeting of Holders to be held at such time and at such place in the location
determined by the Trustee pursuant to Section 12.2 hereof.   Notice of every
meeting of Holders, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given to
the Company and each Holder, in accordance with Section 13.2 hereof.

     (b) In case at any time the Company pursuant to a Board Resolution, or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, shall have requested the Trustee to call a meeting of the Holders,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first giving of
the notice of such meeting within 20 days after receipt of such request, then
the Company or the Holders in the amount above specified may determine the time
(not less than 20 days after notice is given) and the place in the location
determined by the Company or the Holders pursuant to Section  12.2 hereof for
such meeting and may call such meeting to take any action authorized in Section
12.1 hereof by giving notice thereof as provided in Section 12.3(a) hereof.

     SECTION 12.4   Voting at Meetings.

     To be entitled to vote at any meeting of Holders, a Person shall be (i) a
Holder or (ii) a Person appointed by an instrument in writing as proxy for a
Holder or Holders by such Holder or Holders.  The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons so entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     SECTION 12.5   Voting Rights, Conduct and Adjournment.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders in regard to proof of the holding of Notes and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate.  Except as otherwise permitted or required by any
such regulations, the holding of Notes shall be proved in the manner specified
in Section 1.5 hereof and the appointment of any proxy shall be proved in such
manner as is deemed appropriate by the Trustee or by having the signature of the
person executing the proxy witnessed or guaranteed by any bank, banker or trust
company customarily authorized to certify to the holding of a security such as a
Global Note.

     (b) At any meeting of Holders, the presence of Persons holding or
representing Notes in an aggregate principal amount sufficient under the
appropriate provision of this Indenture to take action upon the business for the
transaction of which such meeting was called shall constitute a quorum. Any
meetings of Holders duly called pursuant to Section 12.3 hereof may be adjourned
from time to time by vote of the Holders (or proxies for the Holders) of a
majority of the Notes represented at the meeting and entitled to vote, whether
or not a quorum shall be present; and the meeting may be held as so adjourned
without further notice. No action at a meeting of Holders shall be effective
unless approved by Persons holding or representing Notes in the aggregate
principal amount required by the provision of this Indenture pursuant to which
such action is being taken.

                                       44
<PAGE>

     (c) At any meeting of Holders, each Holder or proxy shall be entitled to
one vote for each $1,000 principal amount at maturity of outstanding Notes held
or represented.

     (d) Any resolution duly passed or decision or action duly taken at any
meeting of the Holders duly held in accordance with this Article 12 shall be
binding on all Holders whether or not present or represented at the meeting;
provided, however, that the requisite number of Holders necessary to approve
such resolution, decision or action as required by Article 9 shall have voted in
favor of such resolution, decision or action at such meeting. The Company shall
furnish to the Trustee a written copy of any resolution passed or decision or
action taken at any meeting of the Holders.

     SECTION 12.6   Revocation of Consent by Holders.

     Any revocation of consent by Holders shall be made pursuant to Section 9.4
of this Indenture.


                                  ARTICLE 13

                                 MISCELLANEOUS


     SECTION 13.1   Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required or deemed to be included in this Indenture
by the TIA, the provision so required or deemed shall control; and if any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA Section 318(c), the imposed duties shall control.

     SECTION 13.2   Notices.

     Any notice or communication by the Company, the Trustee or any Senior
Representative to the others is duly given if in writing and delivered in person
or mailed by first-class mail (registered or certified, return receipt
requested), telex, facsimile or overnight air courier guaranteeing next day
delivery, to the other's address:

If to the Company:    Danka Business Systems PLC
                      11201 Danka Circle North
                      St. Petersburg, Florida 33716
                      Telephone: (727) 579-2801
                      Facsimile: (727) 579-2880
                      Attn: Keith J. Nelsen, Esquire

With a copy to:       Altheimer & Gray
                      10 South Wacker Drive, Suite 4000
                      Chicago, Illinois  60606
                      Telephone: (312) 715-4000
                      Facsimile: (312) 715-4800
                      Attn: Jonathan Baird, Esquire

If to the Trustee:    HSBC Bank USA
                      Issuer Services
                      452 Fifth Avenue
                      New York, New York 10018
                      Attention: Frank J. Godino

                                       45
<PAGE>

     If to any Senior Representative, to such address as such Senior
Representative may by notice to the others designate.

     The Company, any other obligor upon the Notes or the Trustee or any Senior
Representative by notice to the others may designate additional or different
addresses for subsequent notices or communications.

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

     Any notice or communication to a Noteholder shall be made (i) if the Notes
are represented by Global Notes, by publishing such in a leading newspaper
having a general circulation in New York (which is expected to be the Wall
                                                                      ----
Street Journal) (and, so long as the Notes are listed on the Luxembourg Stock
--------------
Exchange and the rules of such Stock Exchange shall so require, a newspaper
having a general circulation in Luxembourg (which is expected to be the
Luxemburger Wort)), and (ii) if the Notes are represented by Physical Notes, by
----------------
mailing such notice or other communication by first-class mail to his or her
address shown on the register kept by the Registrar and, with respect to a
notice of redemption or repurchase under this Indenture, for so long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of such stock
exchange so require, publishing in a newspaper having a general circulation in
Luxembourg (which is expected to be the Luxemburger Wort).  Copies of any notice
                                        ----------------
or communication by the Company, or any other obligor upon the Notes, shall also
be mailed to the Trustee and each Agent at the same time.  Failure to mail a
notice or communication to a Noteholder or any defect in it shall not affect its
sufficiency with respect to other Noteholders.

     Except for a notice to the Trustee, which is deemed given only when
received, and except as otherwise provided in this Indenture, if a notice or
communication is mailed and published in the manner provided in this Section
13.2, it is duly given, whether or not the addressee receives it.

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

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

     SECTION 13.3   Communication by Holders with Other Holders.

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

     SECTION 13.4   Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company (or any other obligor upon
the Notes) to the Trustee to take any action under this Indenture, the Company
(or such other obligor) shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.5)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.5)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been complied with.

                                       46
<PAGE>

     SECTION 13.5   Statements Required in Certificate or Opinion.

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

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

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

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

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

     SECTION 13.6   Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Noteholders.  Any Agent may make reasonable rules and set reasonable
requirements for its functions.

     SECTION 13.7   Legal Holidays.

     If any specified date for making payment is not a Business Day, subject to
Section 4.1 hereof, the action may be taken on the next succeeding Business Day
without penalty of any kind (including the accrual of interest).

     SECTION 13.8   No Recourse Against Others.

     A director, officer, employee or stockholder of the Company, as such, shall
not have any liability for any obligations of the Company under the Notes or
this Indenture, or for any claim based on, in respect of or by reason of such
obligations or their creation.  Each Noteholder, by accepting a Note, waives and
releases all such liability.

     SECTION 13.9   Governing Law.

     The laws of the State of New York shall govern and be used to construe this
Indenture and the Notes.

     SECTION 13.10  No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or a Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

     SECTION 13.11  Successors.

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

     SECTION 13.12  Severability.

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

                                       47
<PAGE>

     SECTION 13.13  Counterpart Originals.

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

     SECTION 13.14  Variable Provisions.

     The Company initially appoints the Trustee as Paying Agent and Registrar.

     SECTION 13.15  Qualification of Indenture.

     The Company shall qualify this Indenture under the TIA and shall pay all
reasonable costs and expenses (including attorneys' fees for the Company and the
Trustee) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of the Indenture and the Notes and printing this
Indenture and the Notes.  The Trustee shall be entitled to receive from the
Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA and the registration and exchange
of the Notes.

     SECTION 13.16  Table of Contents, Headings, Etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only and are not intended to describe, interpret, define, limit or modify any of
the terms or provisions of this Indenture.

     SECTION 13.17  Indenture Controls over Form of Note.

     If any provision of a Note conflicts with the terms of this Indenture, the
terms of this Indenture shall control.

                           [SIGNATURE PAGES FOLLOW]

                                       48
<PAGE>

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

                                    DANKA BUSINESS SYSTEMS PLC



                                    By:    ____________________________________
                                    Name:  ____________________________________
                                    Title: ____________________________________



                                    HSBC Bank USA, Trustee



                                    By:    ____________________________________
                                    Name:  ____________________________________
                                    Title: ____________________________________
<PAGE>

                                                          EXHIBIT A

FORM OF NOTE

                                 [FRONT SIDE]

                            10%  SUBORDINATED NOTES

                       [CUSIP NO.] [CINS NO.] [ISIN NO.]

                               DUE APRIL 1, 2008

     DANKA BUSINESS SYSTEMS, PLC, a public limited company organized under the
laws of England and Wales (the "Company," which term includes any successor
corporation under the indenture hereinafter referred to), for value received
promises to pay to the principal sum of ___________ dollars ($__________) on
April 1, 2008 [If Physical Note: [______________], or registered assigns,] [If
Global Note: the bearer upon surrender hereof] [If Physical Note: ]. [If Global
Note: indicated on Schedule A hereof]. Interest payments accrue at 10% per
annum, payable semi-annually.

     Interest Payment Dates: April 1 and October 1, with interest accruing
effective from April 1, 2001 provided that the first interest payment is on
October 1, 2001 and therefrom the date to which the interest has been paid. The
first payment date is October 1, 2001. [If Physical Note: Regular Record Dates:
April 1 and October 1.]

     Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its corporate
seal to be affixed hereto or imprinted herein.

Dated:

                                         DANKA BUSINESS SYSTEMS PLC

                                         By: __________________________

                                         Name:
                                         Title:
Attest:
-----------------------------




                         CERTIFICATE OF AUTHENTICATION

This is one of the 10% Subordinated Notes due 2008 referred to in the within-
mentioned Indenture.

                                         HSBC BANK USA,
                                         as Trustee

                                         By: _______________________
                                                Authorized Officer

                                      A-1
<PAGE>

                                [REVERSE SIDE]
                            10% SUBORDINATED NOTES
                                   DUE 2008

     1.   Principal and Interest. The Company will pay the principal of this
Note on April 1, 2008 ("Maturity"). The Company promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company
will pay interest semi-annually [If Physical Note: (to holders of record of the
Notes at the close of business on April 1 or October 1 immediately proceeding
the Interest Payment date] [If Global Note: (to the bearer hereof)] on each
April 1 and October 1 of each year. Interest on the Notes will accrue effective
from April 1, 2001, provided that the first interest payment date shall be in
cash on October 1, 2001 and thereafter from the most recent date to which
interest has been paid. Interest on the Notes will continue to accrue at the
rate of 10% per annum in the event of overdue principal, premium or interest, if
any. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

     2.   Method of Payment. Prior to Maturity, the Company shall irrevocably
deposit with the Trustee or the Paying Agent money in immediately available
funds sufficient to pay such principal, premium, if any, and/or interest. The
Paying Agent shall pay from such monies interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of
business on the record date next preceding the interest payment date, [If
Physical Note: (to Holders of record of the Notes at the close of business on
April 1 or October 1 immediately proceeding the Interest Payment date] [If
Global Note: (to the bearer hereof)] in each case, even if such Notes are
cancelled, redeemed or repurchased after such record date and on or before such
interest payment date; provided that, with respect to the payment of principal,
the Company shall make payment to the Holder that surrenders this Note to a
Paying Agent on or after April 1, 2008. Subject to the foregoing, each Note
delivered under the Indenture upon registration of, transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note. The Holder must
surrender this Note to a Paying Agent to collect principal payments. The Company
shall pay principal, premium, if any, and interest in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. [If Global Note: Payments in respect of Notes represented by global notes
(including principal, premium, interest and defaulted interest, if any) shall be
made by wire transfer of immediately available funds to the accounts specified
by the bearer hereof.] [If Physical Note: With respect to Physical Notes, the
Company will make all payments of principal, premium, interest and defaulted
interest, if any by wire transfer of immediately available funds to the U.S.
dollar accounts maintained by the Holders with banks in the United States, or,
if no such account is designated by any Holder to the Trustee or the Paying
Agent at least 30 days prior to the relevant due date for payment (or such other
date as the Trustee may accept in its discretion), by mailing a check to the
registered address of such Holder.] If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period. The Company, at its option, may pay principal, premium, if
any, and interest by check payable in such money mailed to a Holder's registered
address or at the office or agency of the Company maintained for such purpose in
the City of New York.

     3.   Paying Agent and Registrar. Initially, the Trustee will act as
authenticating agent, Paying Agent and Registrar. The Company may change any
authenticating agent, Paying Agent or Registrar without notice. Banque
Internationale a Luxembourg S.A. will also be appointed as a Paying Agent in
Luxembourg. The Company, any Subsidiary or any Affiliate of any of them may act
as Paying Agent, Registrar or co-Registrar, except for purposes of redemption
under Section 4.17 of the Indenture, neither the Company nor any Subsidiary nor
any Affiliate of the Company may act as Paying Agent. The Company may change any
Paying Agent, Registrar or co-registrar without notice to any Noteholder.

     4.   Indenture. The Company issued the Notes under an Indenture dated as of
__________, 2001 (as it may be amended from time to time in accordance with the
terms thereof, the "Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (Title 15,
United States Code, Sections 77aaa, 77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. The Notes are unsecured general obligations of the Company. The
Company may not issue additional Notes under the Indenture.

                                      A-2
<PAGE>

     5.   Optional Redemption.  The Company may redeem the Notes in full or in
part beginning on April 1, 2005, upon not less than 30 days nor more than 60
days' prior notice in amounts of $1,000 or an integral multiple thereof at the
Redemption Prices (expressed as a percentage of the principal amount) set forth
below, if redeemed during the 12-month period beginning April 1 of the years
indicated below:

                    12 Month Period Commencing         Redemption Price
                    --------------------------         ----------------
                           April 1, 2005                    105.00%
                           April 1, 2006                    102.50%
                    April 1, 2007 and thereafter            100.00%

     in each case together with accrued and unpaid interest to the Redemption
Date (subject to the right of [If a Physical Note: Holders of record on the
relevant Regular Record Date] [If Global Note: the bearer hereof] to receive
interest due on an Interest Date that is on or prior to the Redemption Date) if
redeemed during the 12-month period commencing April 1 of the applicable year
set forth above.

     6.   Mandatory Redemption.  Except in the event of a Change of Control,
there is no sinking fund with respect to the Notes.

     7.   Notice of Redemption.  Notice of redemption shall be given at least 30
days but not more than 60 days before the Redemption Date, (i) if the Notes are
represented by a Global Note, by publishing in a leading newspaper having a
general circulation in New York (which is expected to be the Wall Street
                                                             -----------
Journal) (and, so long as the Notes are listed on the Luxembourg Stock Exchange
-------
and the rules of such Stock Exchange shall so require, a newspaper having a
general circulation in Luxembourg (which is expected to be the Luxemburger
                                                               -----------
Wort), or (ii) if the Notes are represented by Physical Notes, by mailing notice
----
by first-class mail to each Holder of Notes to be redeemed at such Holder's last
address as shown on the registry books, with a copy to the Trustee (and, so long
as the Notes are listed on the Luxembourg Stock Exchange and the rules of such
Stock Exchange shall so require, published in a newspaper having a general
circulation in Luxembourg (which is expected to be the Luxemburger Wort)).
                                                       ----------------
Notes may be redeemed in whole or in part, and if in part in amounts equal to
$1,000 or integral multiples of $1,000. On and after the Redemption Date,
interest ceases to accrue on Notes or portions of them called for redemption.

     8.   Redemption of Notes at the Option of the Holder.

     (a)  Subject to the terms and conditions of the Indenture, if any Change of
Control (as defined in the Indenture) occurs on or prior to maturity, the
Company will be required, subject to its prior compliance with certain covenants
in respect of Senior Debt, to offer to purchase each Holder's Notes as provided
in the Indenture for a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest to the purchase date.  Subject to the
terms of the Indenture, if additional payments are required because of changes
in United Kingdom tax withholding laws, the Company may redeem the Notes in
whole (but not in part) at any time, at a Redemption Price equal to 100.00% of
the principal amount, plus accrued but unpaid interest up to but not including
the redemption date.

     (b)  In accordance with Section 13.2 of the Indenture, a notice of such
Change of Control shall be given within 30 days after any Change of Control
occurs, (i) if the Notes are represented by a Global Note, by publishing in a
leading newspaper having a general circulation in New York (which is expected to
be the Wall Street Journal) (and, so long as the Notes are listed on the
       -------------------
Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require,
a newspaper having a general circulation in Luxembourg (which is expected to be
the Luxemburger Wort) and (ii) if the Notes are represented by Physical Notes,
    ----------------
by mailing notice by first-class mail to each Holder of Notes to be redeemed at
such Holder's registered address (and, so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of such stock exchange shall so require,
published in a newspaper having a general circulation in Luxembourg (which is
expected to be the Luxemburger Wort)).
                   ----------------

     9.   Redemptions of the  Notes at the Option of the Company. (a) Subject to
the terms and conditions of the Indenture, the Company may redeem Notes, in
whole (but not in part), at any time, if there is a payment in accordance with
the provisions of Section 4.6 of the Indenture, upon not less than 30 days nor
more than 60 days'

                                      A-3
<PAGE>

notice if the Company is required to pay the additional amounts as set forth in
Section 4.6 of the Indenture. The Redemption Price is 100.00% of principal, plus
accrued but unpaid interest up to but not including the redemption date. (b)
Subject to terms and conditions of the Indenture, on or before April 1, 2005,
the Company may redeem up to 35% of the aggregate principal amount of the Notes
originally issued using the net cash proceeds of one or more Equity Offerings,
if at least 65% of the aggregate principal amount of the Notes originally issued
remain outstanding immediately after the redemption. The redemption price is
110% of the principal amount of the Notes. The Company will pay accrued and
unpaid interest on the Notes up to but not including the redemption date. The
Company must make the redemption with net cash proceeds from a public Equity
Offering not more than 90 days after the consummation of the public Equity
Offering plus accrued and unpaid interest, if any to the Redemption Date
(subject to the right [If a Physical Note: Holders of record on the relevant
Regular Record Date that is on or prior to the Redemption Date] [If Global Note:
the bearer hereof] to receive interest due on an Interest Payment Date.

     10.  Subordination.  The Notes are subordinated to Senior Debt (as defined
in the Indenture) which includes (with certain exceptions) the principal of, and
premium, if any, and interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not such claim for post-petition interest is allowed in such
proceeding) on, any Debt of the Company, whether outstanding on the date of the
Indenture or thereafter created, incurred or assumed, unless, in the case of any
particular Debt, the instrument creating or evidencing, or the agreement
governing, such Debt or pursuant to which such Debt is outstanding expressly
provides that such Debt shall not be senior in right of payment to the Notes. To
the extent provided in the Indenture, such Debt must be paid before the Notes
may be paid.  The Notes are also subordinated to the Senior Subordinated Notes.
The Company agrees, and each Holder by accepting a Note agrees, to the
subordination and authorizes the Trustee to give it effect.

     11.  Denominations, Transfer, Exchange.  The Notes are in bearer form
without coupons which shall be issuable in registered form of Physical Notes,
only in the limited circumstances set forth in the Indenture.  [If Physical
Note:  A Holder may register the transfer or exchange of Physical Notes in
accordance with the Indenture.  The Registrar may require a Holder of a Physical
Note, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not register the transfer or exchange of any
Physical Notes selected for redemption.  Also, it need not register the transfer
or exchange of any Notes for a period of 15 days before a selection of Notes to
be redeemed is made.]  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements,
certificates, opinions and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not exchange
or register the transfer of any Note or portion of a Note selected for
redemption. Also, it need not exchange or register the transfer of any Notes for
a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the next succeeding interest payment date.

     12.  Persons Deemed Owners.  [If  Physical Note:  A Holder] [If Global
Note:  the bearer of this Note:] shall be treated as the absolute owner of the
Note for all purposes.

     13.  Amendments and Waivers.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented, or compliance by the Company with
any provision of the Indenture or the Notes may be waived, with the Act of the
Holders, in accordance with Section 1.5 of the Indenture, of a majority in
aggregate principal amount of the Notes then outstanding; provided, however,
that without the consent of each Holder affected thereby, the Company may not
(1) reduce the percentage stated in the Indenture of aggregate principal amount
of outstanding Notes necessary to consent to an amendment, supplement or waiver
of the Indenture; (2) reduce the percentage of aggregate principal amount of
outstanding Notes necessary to consent for waiver of certain defaults as defined
in the Indenture; (3) reduce the principal amount of (or the premium of, if any)
or interest on any Note or change the stated maturity of the principal of the
Notes; (4)  change place or currency of payment of principal of, premium, if
any, or interest (including defaulted interest) on, any Note; (5) change the
stated maturity of the principal of or any installment of interest on any Note;
(6) impair the right to institute suit for the enforcement of any payment of
principal of, premium, if any, or interest on, any Note; (7) modify or amend any
of the provisions of the Indenture relating to the subordination of the Notes in
a manner adverse to the Holders; (8) waive a continuing past Default or Event of
Default in the payment of principal of, premium, if any, or interest on, any
Note; (9) modify or amend any of the provisions of the Indenture relating to the
modification and amendment of the Indenture or the

                                      A-4
<PAGE>

waiver of past defaults or covenants; or (10) following the mailing of an offer
with respect to a Change of Control Offer pursuant to Section 4.17 of the
Indenture, modify the Indenture with respect to such Change of Control Offer or
offer to purchase in a manner adverse to such Holders.

     Notwithstanding the foregoing, without the consent of any Holder of Notes
and subject to certain requirements set forth in Section 9.1 of the Indenture,
the Company and the Trustee may amend or supplement the Indenture or the Notes
to cure any ambiguity, omission, defect or inconsistency, to comply with Article
5 of the Indenture, to make any change that does not adversely affect the legal
rights under the Indenture of any of such Holder under the Indenture or the
Notes, to evidence or to provide for a replacement Trustee, to comply with
requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act as then in effect, or to add to the
covenants and agreements of the Company for the benefit of the Holders and to
surrender any right or power reserved in the Indenture to the Company.

     14.  Defaults and Remedies.  An Event of Default shall occur if: (1) the
Company fails to pay any interest on any of the Notes when the same becomes due
and payable, and such failure continues for 30 days; (2) the Company fails to
pay principal of, or premium, if any, on any of the Notes when the same becomes
due and payable, at maturity, upon acceleration, redemption or otherwise; (3)
the Company fails to pay the principal of, premium, if any, and interest on any
Notes required to be purchased pursuant to a Change of Control Offer pursuant to
Section 4.17 of the Indenture or an offer to repurchase Notes pursuant to
Section 4.15 of the Indenture, as provided in such Section;  (4) the Company
fails to perform any other covenant, warranty, term, condition, provision or
agreement (other than the provisions of Article 5 of the Indenture) of the
Company contained in the Notes or the Indenture and such failure continues for
30 days after the notice specified below; (5) the Company fails to perform or
comply with the provisions described under Article 5 or Section 4.15 of the
Indenture; (6) the occurrence of a default under any Debt of the Company or any
Subsidiary of the Company if both (A) the default either results from failure to
pay any such Debt at its Stated Maturity and (B) the principal amount of such
Debt, together with, the principal amount of any other such Debt in default for
failure to pay principal at the Stated Maturity of the maturity of which has
been accelerated and aggregated at least $25 million or more at any one time
outstanding; (7) the rendering of a final judgment or judgments (not subject to
appeal) by a court of competent jurisdiction against the Company or any of its
Restricted Subsidiaries in an aggregate amount at any one time in excess of $10
million and shall not have been vacated, discharged, satisfied or stayed within
60 consecutive days thereafter; and (8) certain events of bankruptcy, insolvency
or reorganization affecting the Company or any significant Subsidiary of the
Company. If an Event of Default shall occur and be continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable as provided in
the Indenture, except that in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes become due and
payable immediately without further action or notice. The Trustee may require
indemnity reasonably satisfactory to the Trustee before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Company must furnish an annual compliance
certificate to the Trustee. The Company must also furnish a notice of any
Default (as provided in the Indenture) to the Trustee within five business days
after such occurrence.

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

     16.  No Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

     17.  Authentication.  This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     18.  Abbreviations.  Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with

                                      A-5
<PAGE>

right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).

     19.  Unclaimed Money.  If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay the money
over to the Company, unless otherwise required by law. After that, Holders
entitled to money must look to the Company for payment, unless otherwise
required by law.

     20.  Discharge Prior to Maturity.  If the Company irrevocably deposits with
the Trustee or Paying Agent in trust cash or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to maturity and
satisfies certain conditions specified in the Indenture, the Company will be
discharged from the Indenture except for certain Sections thereof.

     21.  Successor.  When a successor to the Company assumes all the
obligations of its predecessor under the Notes and the Indenture, such
predecessor shall be released from those obligations.

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

     23.  Information.  The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture. Request may be made to:

Danka Business Systems, PLC
Attention: Keith J. Nelsen, Esquire
11201 Danka Circle North
St. Petersburg, Florida  33716

                                      A-6
<PAGE>

                 [SCHEDULE A - TO BE ATTACHED TO GLOBAL NOTES]

               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

               THE INITIAL PRINCIPAL AMOUNT AT MATURITY OF THIS
              GLOBAL NOTE IS AS SHOWN BY THE LATEST ENTRY MADE OR
    ON BEHALF OF THE COMPANY IN THE FOURTH COLUMN BELOW.  REDUCTIONS IN THE
    PRINCIPAL AMOUNT OF THIS GLOBAL NOTE FOLLOWING EXCHANGE OF THIS GLOBAL
       NOTE FOR REGISTERED NOTES OR PURCHASE AND CANCELLATION OF NOTES,
   AND INCREASES IN THE PRINCIPAL AMOUNT OF THIS GLOBAL NOTE, ARE ENTERED IN
                      THE SECOND AND THIRD COLUMNS BELOW.

<TABLE>
<CAPTION>
                                                                         Initial principal
                                                                             amount and
                             Reason for                                     outstanding
                             reduction/                                   principal amount
                          increase in the                                  of this global
                             principal                                          note
                           amount of this          Amount of such          following such          Notation made
                               global                reduction/              reduction/           by or on behalf
        Date                  security               increases               increases             of the issuer
     ----------             ------------           -------------           -------------         -----------------
<S>                    <C>                     <C>                     <C>                     <C>
       , 2001              Not applicable          Not applicable         [             ]          Not applicable
     __________              __________              __________              __________              __________

     __________              __________              __________              __________              __________

     __________              __________              __________              __________              __________
</TABLE>

*STATE (A) WHETHER REDUCTION FOLLOWING (I) EXCHANGE FOR NOTES IN A DIFFERENT
FORM; OR (II) CONVERSION OF NOTES; OR (III) PURCHASE AND CANCELLATION OF NOTES;
OR (B) CIRCUMSTANCES RELATING TO INCREASE.

                                      A-7
<PAGE>

              ASSIGNMENT FORM FOR PHYSICAL NOTES AND GLOBAL NOTES



 TO ASSIGN THIS NOTE, FILL IN THE FORM BELOW: (I) OR (WE) ASSIGN AND TRANSFER
                                 THIS NOTE TO



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


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



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







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

                             Signature Guarantee: _____________________
                             (Signature must be guaranteed by an eligible
                             guarantor institution (banks, stock brokers,
                             savings and loan associations and credit unions)
                             with membership in an approved guarantee medallion
                             program pursuant to Securities and Exchange
                             Commission Rule 17Ad-15)


Date: _______________              Your Signature: __________________________

                                   NOTICE: To be executed by an executive
                                   officer

                                   Signature Guarantee: ____________________
                                   (Signature must be guaranteed by an eligible
                                   guarantor institution

                                      A-8
<PAGE>

(banks, stock brokers, savings and loan associations and credit unions) with
membership in an approved guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15)

                                      A-9
<PAGE>

Option of Holder to Elect Purchase:

     If you wish to elect to have all or any portion of this Note purchased by
     the Company pursuant to Section 4.17 ("Change of Control Offer") of the
     Indenture, check the applicable boxes:

          [ ] Change of Control Offer: in whole [ ] in part [ ] Amount to be
          purchased: $


     Date: ____________                 Your Signature: ______________________
                                   (Sign exactly as your name appears on the
                                   other side of this Note)


                                   Signature Guarantee: ______________________
                                   (Signature must be guaranteed by an eligible
                                   guarantor institution (banks, stock brokers,
                                   savings and loan with membership in an
                                   pursuant to Securities associations and
                                   credit unions) approved guarantee and
                                   Exchange Commission medallion program Rule
                                   17Ad-15)


     Social Security Number or Taxpayer Identification Number: ______________

                                     A-10