<PAGE>

                                                                     EXHIBIT 4.9

================================================================================

                              RENT-A-CENTER, INC.,
                                    as Issuer

                            RENT-A-CENTER EAST, INC.,
                                COLORTYME, INC.,
                            RENT-A-CENTER WEST, INC.,
                                GET IT NOW, LLC,
                            RENT-A-CENTER TEXAS, L.P.
                                       and
                          RENT-A-CENTER TEXAS, L.L.C.,
                                  as Guarantors

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

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

                                    INDENTURE

                             Dated as of May 6, 2003

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

                              Series A and Series B
                    7 1/2% Senior Subordinated Notes due 2010

================================================================================

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                       Indenture Section
<S>                                                                              <C>
310  (a)(1).................................................................             608
     (a)(2).................................................................             608
     (a)(3).................................................................             N.A.
     (a)(4).................................................................             N.A.
     (a)(5).................................................................             608
     (b)....................................................................             608
     (c)....................................................................             N.A.
311  (a)....................................................................             613
     (b)....................................................................             613
     (c)....................................................................             N.A.
312  (a)....................................................................             701
     (b)....................................................................             115
     (c)....................................................................             115
313  (a)....................................................................             703
     (b)(2).................................................................           703; 607
     (c)....................................................................           703; 106
     (d)....................................................................             703
314  (a)....................................................................     1019; 105; 106; 102
     (c)(1).................................................................             102
     (c)(2).................................................................             102
     (c)(3).................................................................             N.A.
     (e)....................................................................             102
     (f)....................................................................             N.A.
315  (a)....................................................................             601
     (b)....................................................................           602,105
     (c)....................................................................             601
     (d)....................................................................             601
     (e)....................................................................             515
316  (a) (last sentence)....................................................             315
     (a)(1)(A)..............................................................             512
     (a)(1)(B)..............................................................             513
     (a)(2).................................................................             N.A.
     (b)....................................................................             508
     (c)....................................................................             309
317  (a)(1).................................................................             503
     (a)(2).................................................................             504
     (b)....................................................................             1003
318  (a)....................................................................             117
     (b)....................................................................             N.A.
     (c)....................................................................             117
</TABLE>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                     <C>
ARTICLE ONE. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............................       1

     SECTION 101.    Definitions...................................................................       1
     SECTION 102.    Compliance Certificates and Opinions..........................................      22
     SECTION 103.    Form of Documents Delivered to Trustee........................................      23
     SECTION 104.    Acts of Holders...............................................................      23
     SECTION 105.    Notices, Etc., to Trustee, the Company and any Guarantor......................      24
     SECTION 106.    Notice to Holders; Waiver.....................................................      25
     SECTION 107.    Effect of Headings and Table of Contents......................................      25
     SECTION 108.    Successors and Assigns........................................................      25
     SECTION 109.    Separability Clause...........................................................      26
     SECTION 110.    Benefits of Indenture.........................................................      26
     SECTION 111.    Governing Law.................................................................      26
     SECTION 112.    Legal Holidays................................................................      26
     SECTION 113.    No Personal Liability of Directors, Officers, Employees,
                     Incorporators and Stockholders................................................      27
     SECTION 114.    Counterparts..................................................................      27
     SECTION 115.    Communications by Holders with Other Holders..................................      27
     SECTION 116.    Rules by Trustee, Note Registrar and Paying Agent.............................      27
     SECTION 117.    Trust Indenture Act Controls..................................................      27

ARTICLE TWO. SECURITY FORMS........................................................................      27

     SECTION 201.    Forms Generally...............................................................      27
     SECTION 202.    Restrictive Legends...........................................................      28
     SECTION 203.    Form of Securities............................................................      30

ARTICLE THREE. THE SECURITIES......................................................................      41

     SECTION 301.    Title and Terms...............................................................      41
     SECTION 302.    Denominations.................................................................      41
     SECTION 303.    Execution, Authentication, Delivery and Dating................................      42
     SECTION 304.    Temporary Securities..........................................................      43
     SECTION 305.    Note Registrar and Paying Agent, Registration of Transfer and
                     Exchange......................................................................      43
     SECTION 306.    Book-Entry Provisions for Global Notes........................................      44
     SECTION 307.    Special Transfer Provisions...................................................      45
     SECTION 308.    Mutilated, Destroyed, Lost and Stolen Securities..............................      55
     SECTION 309.    Payment of Interest; Interest Rights Preserved................................      56
     SECTION 310.    Persons Deemed Owners.........................................................      57
     SECTION 311.    Cancellation..................................................................      57
     SECTION 312.    Computation of Interest.......................................................      57
     SECTION 313.    CUSIP Numbers.................................................................      57
     SECTION 314.    Outstanding Securities........................................................      57
     SECTION 315.    Treasury Securities...........................................................      58
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                      <C>
ARTICLE FOUR. SATISFACTION AND DISCHARGE...........................................................      58

     SECTION 401.    Satisfaction and Discharge of Indenture.......................................      58
     SECTION 402.    Application of Trust Money....................................................      59

ARTICLE FIVE. REMEDIES.............................................................................      60

     SECTION 501.    Events of Default.............................................................      60
     SECTION 502.    Acceleration of Maturity; Rescission and Annulment............................      62
     SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee...............      62
     SECTION 504.    Trustee May File Proofs of Claim..............................................      63
     SECTION 505.    Trustee May Enforce Claims Without Possession of Securities...................      63
     SECTION 506.    Application of Money Collected................................................      63
     SECTION 507.    Limitation on Suits...........................................................      64
     SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and
                     Interest......................................................................      65
     SECTION 509.    Restoration of Rights and Remedies............................................      65
     SECTION 510.    Rights and Remedies Cumulative................................................      65
     SECTION 511.    Delay or Omission Not Waiver..................................................      65
     SECTION 512.    Control by Holders............................................................      65
     SECTION 513.    Waiver of Past Defaults.......................................................      66
     SECTION 514.    Waiver of Stay or Extension Laws..............................................      66
     SECTION 515.    Undertaking for Costs.........................................................      67

ARTICLE SIX. THE TRUSTEE...........................................................................      67

     SECTION 601.    Certain Duties and Responsibilities...........................................      67
     SECTION 602.    Notice of Defaults............................................................      68
     SECTION 603.    Certain Rights of Trustee.....................................................      68
     SECTION 604.    Trustee Not Responsible for Recitals or Issuance of Securities................      70
     SECTION 605.    May Hold Securities...........................................................      70
     SECTION 606.    Money Held in Trust...........................................................      70
     SECTION 607.    Compensation and Reimbursement................................................      70
     SECTION 608.    Corporate Trustee Required; Eligibility.......................................      71
     SECTION 609.    Resignation and Removal; Appointment of Successor.............................      71
     SECTION 610.    Acceptance of Appointment by Successor........................................      73
     SECTION 611.    Merger, Conversion, Consolidation or Succession to Business...................      73
     SECTION 612.    Trustee's Application for Instructions from the Company.......................      73
     SECTION 613.    Preferential Collection of Claims Against the Company.........................      74

ARTICLE SEVEN. HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................      74

     SECTION 701.    Company to Furnish Trustee Names and Addresses................................      74
     SECTION 702.    Disclosure of Names and Addresses of Holders..................................      74
     SECTION 703.    Reports by Trustee............................................................      74
     SECTION 704.    Notice of Defaults............................................................      75

ARTICLE EIGHT. MERGER AND CONSOLIDATION............................................................      75

     SECTION 801.    Company May Consolidate, Etc., Only on Certain Terms..........................      75
     SECTION 802.    Successor Substituted.........................................................      76
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                      <C>
ARTICLE NINE. SUPPLEMENTS AND AMENDMENTS TO INDENTURE..............................................      76

     SECTION 901.    Supplemental Indentures Without Consent of Holders............................      76
     SECTION 902.    Supplemental Indentures with Consent of Holders...............................      77
     SECTION 903.    Execution of Supplemental Indentures..........................................      78
     SECTION 904.    Effect of Supplemental Indentures.............................................      78
     SECTION 905.    Conformity with Trust Indenture Act...........................................      79
     SECTION 906.    Reference in Securities to Supplemental Indentures............................      79
     SECTION 907.    Notice of Supplemental Indentures.............................................      79
     SECTION 908.    Effect on Senior Indebtedness.................................................      79

ARTICLE TEN. COVENANTS.............................................................................      80

     SECTION 1001.   Payment of Principal, Premium, if any, and Interest...........................      80
     SECTION 1002.   Maintenance of Office or Agency...............................................      80
     SECTION 1003.   Money for Security Payments to Be Held in Trust...............................      80
     SECTION 1004.   Corporate Existence...........................................................      81
     SECTION 1005.   Payment of Taxes and Other Claims.............................................      82
     SECTION 1006.   Maintenance of Properties.....................................................      82
     SECTION 1007.   Insurance.....................................................................      82
     SECTION 1008.   Compliance with Laws..........................................................      82
     SECTION 1009.   Limitation on Restricted Payments.............................................      82
     SECTION 1010.   Limitation on Indebtedness....................................................      84
     SECTION 1011.   Limitation on Layering........................................................      86
     SECTION 1012.   Limitation on Affiliate Transactions..........................................      86
     SECTION 1013.   Limitation on Restrictions on Distributions from Restricted
                     Subsidiaries..................................................................      87
     SECTION 1014.   Limitation on Sale or Issuance of Preferred Stock of Restricted
                     Subsidiaries..................................................................      88
     SECTION 1015.   Limitation on Liens...........................................................      88
     SECTION 1016.   Change of Control.............................................................      88
     SECTION 1017.   Limitation on Sales of Assets.................................................      89
     SECTION 1018.   Statement by Officers as to Default...........................................      90
     SECTION 1019.   Reporting Requirements........................................................      91
     SECTION 1020.   Future Guarantors.............................................................      91
     SECTION 1021.   Designation of Unrestricted Subsidiaries......................................      92
     SECTION 1022.   Limitation on Sale/Leaseback Transactions.....................................      92

ARTICLE ELEVEN. REDEMPTION OF SECURITIES...........................................................      92

     SECTION 1101.   Optional Redemption...........................................................      92
     SECTION 1102.   Applicability of Article......................................................      93
     SECTION 1103.   Election to Redeem; Notice to Trustee.........................................      93
     SECTION 1104.   Selection by Trustee of Securities to Be Redeemed.............................      93
     SECTION 1105.   Notice of Redemption..........................................................      93
     SECTION 1106.   Deposit of Redemption Price...................................................      94
     SECTION 1107.   Securities Payable on Redemption Date.........................................      95
     SECTION 1108.   Securities Redeemed in Part...................................................      95
     SECTION 1109.   Mandatory Redemption..........................................................      95
     SECTION 1110.   Offer to Purchase by Application of Excess Proceeds...........................      95
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                     <C>
ARTICLE TWELVE. LEGAL DEFEASANCE AND COVENANT DEFEASANCE...........................................      97

     SECTION 1201.   Company's Option to Effect Legal Defeasance or Covenant
                     Defeasance....................................................................      97
     SECTION 1202.   Legal Defeasance and Discharge................................................      97
     SECTION 1203.   Covenant Defeasance...........................................................      98
     SECTION 1204.   Conditions to Legal Defeasance or Covenant Defeasance.........................      98
     SECTION 1205.   Deposited Money and Government Obligations to Be Held in Trust;
                     Other Miscellaneous Provisions................................................      99

     SECTION 1206.   Reinstatement.................................................................     100

ARTICLE THIRTEEN. SUBORDINATION OF SECURITIES......................................................     100

     SECTION 1301.   Securities Subordinate to Senior Indebtedness.................................     100
     SECTION 1302.   Payment over of Proceeds upon Dissolution, Etc................................     101
     SECTION 1303.   Suspension of Payment When Senior Indebtedness in Default.....................     101
     SECTION 1304.   Acceleration of Securities....................................................     102
     SECTION 1305.   When Distribution Must Be Paid Over...........................................     102
     SECTION 1306.   Notice by Company.............................................................     102
     SECTION 1307.   Payment Permitted If No Default...............................................     102
     SECTION 1308.   Subrogation to Rights of Holders of Senior Indebtedness.......................     103
     SECTION 1309.   Provisions Solely to Define Relative Rights...................................     103
     SECTION 1310.   Trustee to Effectuate Subordination...........................................     103
     SECTION 1311.   Subordination May Not Be Impaired by Company..................................     103
     SECTION 1312.   Distribution or Notice to Representative......................................     104
     SECTION 1313.   Notice to Trustee.............................................................     104
     SECTION 1314.   Reliance on Judicial Order or Certificate of Liquidating Agent................     104
     SECTION 1315.   Rights of Trustee as a Holder of Senior Indebtedness; Preservation of
                     Trustee's Rights..............................................................     105
     SECTION 1316.   Article Applicable to Paying Agents...........................................     105
     SECTION 1317.   No Suspension of Remedies.....................................................     105
     SECTION 1318.   Modification of Terms of Senior Indebtedness..................................     105
     SECTION 1319.   Trust Moneys Not Subordinated.................................................     105
     SECTION 1320.   Trustee Not Fiduciary for Holders of Senior Indebtedness......................     106

ARTICLE FOURTEEN. GUARANTEES.......................................................................     106

     SECTION 1401.   Note Guarantees...............................................................     106
     SECTION 1402.   Subordination of Note Guarantee...............................................     108
     SECTION 1403.   Limitation on Liability.......................................................     108
     SECTION 1404.   No Waiver.....................................................................     108
     SECTION 1405.   Modification..................................................................     108
     SECTION 1406.   Consolidation and Merger......................................................     108
     SECTION 1407.   Release of Guarantor..........................................................     109
     SECTION 1408.   Execution and Delivery of Note Guarantee......................................     109
</TABLE>

                                       iv

<PAGE>

                                    EXHIBITS

Exhibit A         FORM OF CERTIFICATE OF TRANSFER
Exhibit A         FORM OF CERTIFICATE OF EXCHANGE
Exhibit C         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTOR
Exhibit D         FORM OF NOTE GUARANTEE
Exhibit E         FORM OF SUPPLEMENTAL INDENTURE

                                       v

<PAGE>

                  INDENTURE, dated as of May 6, 2003, among RENT-A-CENTER, INC.,
a Delaware corporation, having its principal office at 5700 Tennyson Parkway,
Third Floor, Plano, Texas 75024 (the "Company"), the Guarantors (as defined
herein), and The Bank of New York, as trustee (the "Trustee"), a New York
banking corporation, having its Corporate Trust Office at 101 Barclay Street,
8th Floor West, New York, New York 10286.

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of and issuance
of (i) the Company's 7 1/2% Series A Senior Subordinated Notes due 2010 (the
"Series A Notes"); and (ii) if and when issued in exchange for the Series A
Notes as provided in a Registration Rights Agreement (as defined herein), the
Company's 7 1/2% Series B Senior Subordinated Notes due 2010 (the "Series B
Notes," and together with the Series A Notes, the "Securities"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company and each Guarantor has duly authorized the execution and
delivery of this Indenture.

                  Upon the issuance of the Series B Notes or the effectiveness
of the Shelf Registration Statement (as defined herein), this Indenture will be
subject to, and shall be governed by, the provisions of the Trust Indenture Act
of 1939, as amended, that are required or deemed to be part of and to govern
indentures qualified thereunder.

                  All things necessary have been done to make the Securities,
when executed and duly issued by the Company and the Guarantors and
authenticated and delivered hereunder by the Trustee or the Authenticating
Agent, the valid and legally binding obligations of the Company and the
Guarantors and to make this Indenture a valid and legally binding agreement of
the Company and the Guarantors in accordance with their and its terms.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101.               Definitions.

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

                           (a)      the terms defined in this Indenture have the
         meanings assigned to them in this Indenture, and words in the singular
         include the plural as well as the singular, and words in the plural
         include the singular as well as the plural;

                           (b)      all other terms used herein which are
         defined in the TIA, either directly or by reference therein, or defined
         by Commission rule and not otherwise defined herein have the meanings
         assigned to them therein;

<PAGE>

                           (c)      all accounting terms not otherwise defined
         herein have the meanings assigned to them in accordance with GAAP;

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

                           (e)      the word "or" is not exclusive;

                           (f)      "will" shall be interpreted to express a
         command;

                           (g)      provisions of this Indenture apply to
         successive events and transactions;

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

                           (i)      terms defined anywhere in this Indenture can
         be used before being defined.

                  "Additional Assets" means (i) any property or assets (other
than Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Related Business; (ii) the Capital Stock of a Person that
becomes a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Restricted Subsidiary; (iii) Capital Stock of
any Person that at such time is a Restricted Subsidiary, acquired from a third
party; provided, however, that, in the case of clauses (ii) and (iii), such
Restricted Subsidiary is primarily engaged in a Related Business; or (iv)
Capital Stock or Indebtedness of any Person which is primarily engaged in a
Related Business; provided, however, for purposes of the covenant described
under Section 1017, the aggregate amount of Net Available Cash permitted to be
invested pursuant to this clause (iv) shall not exceed at any one time
outstanding 5% of Consolidated Tangible Assets.

                  "Additional Securities" means additional Securities (other
than the Initial Securities) issued under this Indenture in accordance with
Sections 303 and 1010 hereof, as part of the same series as the Initial
Securities.

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

                  "Agent" means any Note Registrar, co-registrar, Paying Agent
or additional paying agent.

                  "Apollo" means Apollo Management IV, L.P., and its Affiliates
or any entity controlled thereby or any of the partners thereof.

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

                                       2

<PAGE>

                  "Asset Disposition" means any sale, lease, transfer or other
disposition of shares of Capital Stock of a Restricted Subsidiary (other than
directors' qualifying shares), property or other assets (each referred to for
the purposes of this definition as a "disposition") by the Company or any of its
Restricted Subsidiaries (including any disposition by means of a merger,
consolidation or similar transaction) other than (i) a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary, (ii) a disposition of inventory,
equipment, obsolete assets or surplus personal property in the ordinary course
of business, (iii) the sale of Temporary Cash Investments or Cash Equivalents in
the ordinary course or business, (iv) a transaction or a series of related
transactions in which either (x) the fair market value of the assets disposed
of, in the aggregate, does not exceed 2.5% of the Consolidated Tangible Assets
of the Company or (y) the EBITDA related to such assets does not, in the
aggregate, exceed 2.5% of the Company's EBITDA, (v) the sale or discount (with
or without recourse, and on commercially reasonable terms) of accounts
receivable or notes receivable arising in the ordinary course of business, or
the conversion or exchange of accounts receivable for notes receivable, (vi) the
licensing of intellectual property in the ordinary course of business, (vii) an
RTO Facility Swap, (viii) for purposes of the covenant contained in Section 1017
only, a disposition subject to the covenant contained in Section 1009 or (ix) a
disposition of property or assets that is governed by the provisions of Article
Eight.

                  "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate assumed in making calculations in accordance with FAS 13) of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

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

                  "Bank Indebtedness" means any and all amounts, whether
outstanding on the date of this Indenture or thereafter incurred, payable under
or in respect of the Senior Credit Facility, including, without limitation,
principal, premium (if any), interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company or any Restricted Subsidiary whether or not a claim for postfiling
interest is allowed in such proceedings), fees, charges, expenses, reimbursement
obligations, guarantees, other monetary obligations of any nature and all other
amounts payable thereunder or in respect thereof.

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

                  "Board Resolution" means a copy of a resolution, certified by
the appropriate officer of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

                  "Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions are authorized or required by
law to close in New York City.

                                       3

<PAGE>

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

                  "Capitalized Lease Obligation" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease.

                  "Cash Equivalents" means any of the following: (i) securities
issued or fully guaranteed or insured by the United States Government or any
agency or instrumentality thereof, (ii) time deposits, certificates of deposit
or bankers' acceptances of (A) any lender under the Senior Credit Agreement or
(B) any commercial bank having capital and surplus in excess of $500 million and
the commercial paper of the holding company of which is rated at least "A-2" or
the equivalent thereof by S&P or at least "P-2" or the equivalent thereof by
Moody's (or if at such time neither is issuing ratings, then a comparable rating
of another nationally recognized rating agency), (iii) commercial paper rated at
least "A-1" or the equivalent thereof by S&P or at least "P-1" or the equivalent
thereof by Moody's (or if at such time neither is issuing ratings, then a
comparable rating of another nationally recognized rating agency), (iv)
investments in money market funds complying with the risk limiting conditions of
Rule 2a-7 or any successor rule of the SEC under the Investment Company Act, (v)
repurchase obligations of any commercial bank satisfying the requirements of
clause (ii) of this definition, having a term of not more than 30 days, with
respect to securities issued or fully guaranteed or insured by the United States
Government, (vi) securities with maturities of one year or less from the date of
acquisition, issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of such
state, commonwealth or territory or by any foreign government, the securities of
which state, commonwealth, territory, political subdivision, taxing authority or
foreign government, as the case may be, are rated at least "A" by S&P or "A" by
Moody's, and (vii) securities with maturities of six months or less from the
date of acquisition backed by standby letters of credit issued by any commercial
bank satisfying the requirements of clause (ii) of this definition.

                  "Change of Control" means (i) any event occurs the result of
which is that any "Person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than one or more Permitted Holders, becomes the
beneficial owner as defined in Rules 13d-3 and 13d-5 under the Exchange Act
except that a Person shall be deemed to have "beneficial ownership" of all
shares that any such Person has the right to acquire within one year directly or
indirectly, of more than 50% of the Voting Stock of the Company or a Successor
Company (as defined below) (including, without limitation, through a merger or
consolidation or purchase of Voting Stock of the Company); provided, that the
Permitted Holders do not have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the Board of
Directors; provided, further that the transfer of 100% of the Voting Stock of
the Company to a Person that has an ownership structure identical to that of the
Company prior to such transfer, such that the Company becomes a Wholly Owned
Subsidiary of such Person, shall not be treated as a Change of Control for
purposes of this Indenture; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Company
was approved by a vote of a majority of the directors of the Company then still
in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors then in office; (iii)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the

                                       4

<PAGE>

Company and its Restricted Subsidiaries taken as a whole to any Person or group
of related Persons (a "Group") (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) other than a Permitted Holder; or (iv) the adoption of a
plan relating to the liquidation or dissolution of the Company.

                  "Clearstream" means Clearstream Banking, S.A.

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

                  "Company" means Rent-A-Center, Inc., a Delaware corporation,
or any and all successors thereto.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by an Officer of the Company with
actual authority to bind the Company on such matters, and delivered to the
Trustee.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of EBITDA of the Company and its
Restricted Subsidiaries for the period of the most recent four consecutive
fiscal quarters ending prior to the date of such determination for which
consolidated financial statements of the Company are available to (ii)
Consolidated Interest Expense for such four fiscal quarters; provided, however,
that: (1) if the Company or any Restricted Subsidiary (x) has incurred any
Indebtedness since the beginning of such period that remains outstanding on such
date of determination or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an incurrence of Indebtedness, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had
been incurred on the first day of such period (except that in making such
computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation shall be computed based on (A) the
average daily balance of such Indebtedness during such four fiscal quarters or
such shorter period for which such facility was outstanding or (B) if such
facility was created after the end of such four fiscal quarters, the average
daily balance of such Indebtedness during the period from the date of creation
of such facility to the date of such calculation) and the discharge of any other
Indebtedness repaid, repurchased, defeased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the first
day of such period, or (y) has repaid, repurchased, defeased or otherwise
discharged any Indebtedness since the beginning of the period that is no longer
outstanding on such date of determination, or if the transaction giving rise to
the need to calculate the Consolidated Coverage Ratio involves a discharge of
Indebtedness (in each case other than Indebtedness incurred under any revolving
credit facility unless such Indebtedness has been permanently repaid), EBITDA
and Consolidated Interest Expense for such period shall be calculated after
giving effect on a pro forma basis to such discharge of such Indebtedness,
including with the proceeds of such new Indebtedness, as if such discharge had
occurred on the first day of such period; (2) if since the beginning of such
period the Company or any Restricted Subsidiary shall have made any Asset
Disposition of any company or any business or any group of assets, the EBITDA
for such period shall be reduced by an amount equal to the EBITDA (if positive)
directly attributable to the assets that are the subject of such Asset
Disposition for such period or increased by an amount equal to the EBITDA (if
negative) directly attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (and, if
the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of
such Restricted Subsidiary to the extent the Company and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale); (3) if since the beginning of such period the Company or any Restricted
Subsidiary (by

                                       5

<PAGE>

merger or otherwise) shall have made an Investment in any Person that thereby
becomes a Restricted Subsidiary, or otherwise acquired any company or any
business or any group of assets, including any such acquisition of assets
occurring in connection with a transaction causing a calculation to be made
hereunder, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto (including the incurrence of
any Indebtedness and including the pro forma expenses and cost reductions
calculated on a basis consistent with Regulation S-X of the Securities Act) as
if such Investment or acquisition occurred on the first day of such period; and
(4) if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset
Disposition or any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (2) or (3) above if made by the Company or a
Restricted Subsidiary during such period, EBITDA and Consolidated Interest
Expense for such period shall be calculated after giving pro forma effect
thereto as if such Asset Disposition, Investment or acquisition of assets
occurred on the first day of such period.

                  For purposes of this definition, whenever pro forma effect is
to be given to an Asset Disposition, Investment or acquisition of assets, or any
transaction governed by the provisions of Article Eight, or the amount of income
or earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness incurred or repaid, repurchased, defeased or
otherwise discharged in connection therewith, the pro forma calculations in
respect thereof shall be as determined in good faith by a responsible financial
or accounting officer of the Company, based on reasonable assumptions. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness shall be calculated at a fixed
rate as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term as at the date of determination in excess of 12 months). If any
Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a
fixed or floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness shall be computed by applying, at the
option of the Company or such Restricted Subsidiary, either a fixed or floating
rate. If any Indebtedness which is being given pro forma effect was incurred
under a revolving credit facility, the interest expense on such Indebtedness
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period.

                  "Consolidated Interest Expense" means, as to any Person, for
any period, the total consolidated interest expense of such Person and its
Subsidiaries determined in accordance with GAAP, minus, to the extent included
in such interest expense, amortization or write-off of financing costs, plus, to
the extent incurred by such Person and its Subsidiaries in such period but not
included in such interest expense, without duplication, (i) interest expense
attributable to Capitalized Lease Obligations and the interest component of rent
expense associated with Attributable Debt in respect of the relevant lease
giving rise thereto, determined as if such lease were a capitalized lease, in
accordance with GAAP, (ii) amortization of debt discount, (iii) interest in
respect of Indebtedness of any other Person that has been Guaranteed by such
Person or any Subsidiary, but only to the extent that such interest is actually
paid by such Person or any Restricted Subsidiary, (iv) non-cash interest
expense, (v) net costs associated with Hedging Obligations, (vi) the product of
(A) mandatory Preferred Stock cash dividends in respect of all Preferred Stock
of Subsidiaries of such Person and Disqualified Stock of such Person held by
Persons other than such Person or a Subsidiary multiplied by (B) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined Federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, determined on a consolidated basis in
accordance with GAAP; and (vii) the cash contributions to any employee stock
ownership plan or similar trust to the extent such contributions are used by
such plan or trust to pay interest to any Person (other than the referent Person
or any Subsidiary thereof) in connection with Indebtedness incurred by such plan
or trust; provided, however, that as to the Company, there shall be excluded
therefrom any such interest expense of any Unrestricted Subsidiary to the extent
the related Indebtedness is not Guaranteed or paid by the

                                       6

<PAGE>

Company or any Restricted Subsidiary. For purposes of the foregoing, gross
interest expense shall be determined after giving effect to any net payments
made or received by such Person and its Subsidiaries with respect to Interest
Rate Agreements.

                  "Consolidated Net Income" means, as to any Person, for any
period, the consolidated net income (loss) of such Person and its Subsidiaries
before preferred stock dividends, determined in accordance with GAAP; provided,
however, that there shall not be included in such Consolidated Net Income: (i)
any net income (loss) of any Person if such Person is not (as to the Company) a
Restricted Subsidiary and (as to any other Person) an unconsolidated Person,
except that (A) the referent Person's equity in the net income of any such
Person for such period shall be included in such Consolidated Net Income up to
the aggregate amount of cash actually distributed by such Person during such
period to the referent Person or a Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a
Subsidiary, to the limitations contained in clause (iii) below) and (B) the net
loss of such Person shall be included to the extent of the aggregate Investment
of the referent Person or any of its Subsidiaries in such Person; (ii) any net
income (loss) of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition; (iii) any net income (loss) of
any Restricted Subsidiary (as to the Company) or of any Subsidiary (as to any
other Person) if such Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such
Subsidiary, directly or indirectly, to the Company, except that (A) such
Person's equity in the net income of any such Subsidiary for such period shall
be included in Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Subsidiary during such period to such Person
or another Subsidiary as a dividend (subject, in the case of a dividend that
could have been made to another Restricted Subsidiary, to the limitation
contained in this clause) and (B) the net loss of such Subsidiary shall be
included in determining Consolidated Net Income; (iv) any extraordinary gain or
loss; and (v) the cumulative effect of a change in accounting principles.

                  "Consolidated Tangible Assets" means, as of any date of
determination, the total assets, less goodwill and other intangibles (other than
patents, trademarks, copyrights, licenses and other intellectual property),
shown on the balance sheet of the Company and its Restricted Subsidiaries as of
the most recent date for which such a balance sheet is available, determined on
a consolidated basis in accordance with GAAP less all write-ups (other than
write-ups in connection with acquisitions) subsequent to the date of this
Indenture in the book value of any asset (except any such intangible assets)
owned by the Company or any of its Restricted Subsidiaries.

                  "Consolidation" means the consolidation of the accounts of
each of the Restricted Subsidiaries with those of the Company in accordance with
GAAP; provided, however, that "Consolidation" will not include consolidation of
the accounts of any Unrestricted Subsidiary, but the interest of the Company in
any Unrestricted Subsidiary will be accounted for as an Investment. The term
"Consolidated" has a correlative meaning.

                  "Corporate Trust Office of the Trustee" will be at the address
of the Trustee specified in the preamble top this Indenture or such other
address as to which the Trustee may give notice to the Company.

                  "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangement (including derivative agreements or arrangements) as to which such
Person is a party or a beneficiary.

                  "Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor entity thereto.

                                       7

<PAGE>

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 307 hereof,
substantially in the form provided in Section 203 except that such Note shall
not bear the Global Note Legend and shall not have the "Schedule of Increases or
Decreases in Global Note" attached thereto.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors and assigns, or such other depository
institution hereinafter appointed by the Company.

                  "Designated Senior Indebtedness" means (i) the Bank
Indebtedness and (ii) any other Senior Indebtedness which, at the date of
determination, has an aggregate principal amount of, or under which, at the date
of determination, the holders thereof are committed to lend up to, at least
$25.0 million and is specifically designated by the Company in the instrument
evidencing or governing such Senior Indebtedness as "Designated Senior
Indebtedness" for purposes of this Indenture.

                  "Disqualified Stock" means, 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 exercisable) or upon the
happening of any event (i) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the
holder thereof, in whole or in part, in the case of clauses (i), (ii) and (iii),
on or prior to the 91st day after the Stated Maturity of the Securities.

                  "Domestic Subsidiary" means any Restricted Subsidiary of the
Company that was formed under the laws of the United States or any state of the
United States or the District of Columbia or that guarantees or otherwise
provides direct credit support for any Indebtedness of the Company.

                  "EBITDA" means, as to any Person, for any period, the
Consolidated Net Income for such period, plus the following to the extent
included in calculating such Consolidated Net Income: (i) income tax expense,
(ii) Consolidated Interest Expense, (iii) depreciation expense (other than
depreciation expense relating to rental merchandise), (iv) amortization expense,
and (v) other non-cash charges or non-cash losses, and minus any gain (but not
loss) realized upon the sale or other disposition of any asset of the Company or
its Restricted Subsidiaries (including pursuant to any Sale/Leaseback
Transaction) that is not sold or otherwise disposed of in the ordinary course of
business.

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

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

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement.

                  "Exchange Securities" means the Securities issued in an
Exchange Offer pursuant to Section 307(e) hereof.

                  "Existing Senior Subordinated Notes" means Rent-A-Center East,
Inc.'s 11% Senior Subordinated Notes due 2008, Series D.

                                       8

<PAGE>

                  "Foreign Subsidiary" means a Restricted Subsidiary of the
Company that is organized under the laws of any country other than the United
States and substantially all the assets of which are located outside the United
States.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect on the date of this Indenture (for
purposes of the definitions of the terms "Consolidated Coverage Ratio,"
"Consolidated Interest Expense," "Consolidated Net Income" and "EBITDA," all
defined terms in this Indenture to the extent used in or relating to any of the
foregoing definitions, and all ratios and computations based on any of the
foregoing definitions) and as in effect from time to time (for all other
purposes of this Indenture), including those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Section 203 issued in accordance with Section 201, 307(a)(iii),
307(a)(iv), 307(c)(ii) or 307(e) hereof.

                  "Global Note Legend" means the legend set forth in Section
2.02(c), which is required to be placed on all Global Notes issued under this
Indenture.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness or other
nonfinancial obligation of any other Person, including any such obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or such other obligation of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided, however, that the term "Guarantee" shall not
include endorsements for collection, or deposits made, in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                  "Guarantor" means (i) Rent-A-Center East, Inc., ColorTyme,
Inc., Rent-A-Center West, Inc., Get It Now, LLC, Rent-A-Center Texas, L.P.,
Rent-A-Center Texas, L.L.C., and (ii) any Domestic Subsidiary created or
acquired by the Company after the date of this Indenture.

                  "Guarantor Senior Indebtedness" means, with respect to a
Guarantor, the following obligations, whether outstanding on the date of this
Indenture or thereafter incurred, without duplication: (i) any Guarantee of the
Senior Credit Facility by such Guarantor and all other Guarantees by such
Guarantor of Senior Indebtedness of the Company or Guarantor Indebtedness for
any other Guarantor; and (ii) all obligations consisting of the principal of and
premium and Liquidated Damages, if any, and accrued and unpaid interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Guarantor regardless of whether
post filing interest is allowed in such proceeding) on, and fees and other
amounts owing in respect of, all other Indebtedness of the Guarantor, unless, in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is expressly provided that the obligations in respect of such
Indebtedness are not senior in right of payment to the obligations of such
Guarantor under the Guarantee; provided, however, that Guarantor Senior
Indebtedness will not include (1) any obligations of such Guarantor to another
Guarantor or any other Affiliate of the Guarantor or any such Affiliate's
Subsidiaries, (2) any liability for Federal, state,

                                       9

<PAGE>

local, foreign or other taxes owed or owing by such Guarantor, (3) any accounts
payable or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof or instruments evidencing such
liabilities) or other current liabilities (other than current liabilities which
constitute Bank Indebtedness or the current portion of any long-term
Indebtedness which would constitute Senior Indebtedness but for the operation of
this clause (3), (4) any Indebtedness, Guarantee or obligation of such Guarantor
that is expressly subordinate or junior to any other Indebtedness, Guarantee or
obligation of such Guarantor, including any Guarantor Senior Subordinated
Indebtedness and Guarantor Subordinated Obligations of such Guarantor, (5)
Indebtedness which is represented by redeemable Capital Stock or (6) that
portion of any Indebtedness that is incurred in violation of this Indenture. If
any Designated Senior Indebtedness is disallowed, avoided or subordinated
pursuant to the provisions of Section 548 of Title 11 of the United States Code
or any applicable state fraudulent conveyance law, such Designated Senior
Indebtedness nevertheless will constitute Senior Indebtedness.

                  "Guarantor Senior Subordinated Indebtedness" means with
respect to a Guarantor, the obligations of such Guarantor under the Note
Guarantee and any other Indebtedness of such Guarantor (whether outstanding on
the date of this Indenture or thereafter incurred) that specifically provides
that such Indebtedness is to rank pari passu in right of payment with the
obligations of such Guarantor under the Note Guarantee and is not expressly
subordinated by its terms in right of payment to any Indebtedness of such
Guarantor which is not Guarantor Senior Indebtedness of such Guarantor.

                  "Guarantor Subordinated Obligation" means, with respect to a
Guarantor, any Indebtedness of such Guarantor (whether outstanding on the date
of this Indenture or thereafter incurred) which is expressly subordinated in
right of payment to the obligations of such Guarantor under its Note Guarantee
pursuant to a written agreement.

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

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

                  "IAI Global Note" means a Global Note substantially in the
form provided in Section 203 hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold to Institutional
Accredited Investors.

                  "incur" means issue, assume, enter into any Guarantee of,
incur or otherwise become liable for; provided, however, that any Indebtedness
or Capital Stock of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary.
Any Indebtedness issued at a discount (including Indebtedness on which interest
is payable through the issuance of additional Indebtedness) shall be deemed
incurred at the time of original issuance of the Indebtedness at the initial
accreted amount thereof.

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication): (i) the principal of indebtedness of
such Person for borrowed money, (ii) the principal of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all
reimbursement obligations of such Person, including reimbursement obligations in
respect of letters of credit or other similar instruments (the amount of such
obligations being equal at any time to the aggregate then undrawn and unexpired
amount of such letters of credit or other instruments plus the aggregate amount
of drawings thereunder that have not then been reimbursed), (iv) all obligations
of such

                                       10

<PAGE>

Person to pay the deferred and unpaid purchase price of property or services
(except Trade Payables), which purchase price is due more than one year after
the date of placing such property in final service or taking final delivery and
title thereto or the completion of such services, (v) all Capitalized Lease
Obligations and Attributable Debt of such Person, (vi) the redemption, repayment
or other repurchase amount of such Person with respect to any Disqualified Stock
or (if such Person is a Subsidiary of the Company) any Preferred Stock of such
Subsidiary, but excluding, in each case, any accrued dividends (the amount of
such obligation to be equal at any time to the maximum fixed involuntary
redemption, repayment or repurchase price for such Capital Stock, or if such
Capital Stock has no fixed price, to the involuntary redemption, repayment or
repurchase price therefor calculated in accordance with the terms thereof as if
then redeemed, repaid or repurchased, and if such price is based upon or
measured by the fair market value of such Capital Stock, such fair market value
shall be as determined in good faith by the Board of Directors or the board of
directors of the issuer of such Capital Stock), (vii) all Indebtedness of other
Persons secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person; provided, however, that the amount of
Indebtedness of such Person shall be the lesser of (A) the fair market value of
such asset at such date of determination and (B) the amount of such Indebtedness
of such other Persons, (viii) all Indebtedness of other Persons to the extent
Guaranteed by such Person, and (ix) to the extent not otherwise included in this
definition, net Hedging Obligations of such Person (such obligations to be equal
at any time to the termination value of such agreement or arrangement giving
rise to such Hedging Obligation that would be payable by such Person at such
time).

                  The amount of Indebtedness of any Person at any date shall be
determined as set forth above or otherwise provided in this Indenture, or
otherwise in accordance with GAAP.

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

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                  "Initial Securities" means the first $300,000,000 aggregate
principal amount of Securities issued under this Indenture on the date hereof.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who is not also a QIB.

                  "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement (including derivative agreement or
arrangements) as to which such Person is party or a beneficiary; provided,
however, any such agreements entered into in connection with the Securities
shall not be included.

                  "Investment" in any Person by any other Person means any
direct or indirect advance, loan or other extension of credit (other than to
customers, directors, officers or employees of any Person in the ordinary course
of business) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by, such Person. If the Company or any
Restricted Subsidiary of the Company sells or otherwise disposes of any Capital
Stock of any direct or indirect Restricted Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such entity is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Capital Stock of such Subsidiary not sold or disposed of.

                                       11

<PAGE>

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

                  "Leverage Ratio" means, with respect to any Person on any date
of determination, the ratio of (1) total Indebtedness as of such date to (2)
EBITDA for the period of four consecutive quarters most recently ended on such
date.

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

                  "Liquidated Damages" means the liquidated damages then owing
under the Registration Rights Agreement.

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

                  "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other noncash form) therefrom, in each case
net of (i) all legal, title and recording tax expenses, commissions and other
fees and expenses incurred (including, without limitation, fees and expenses of
legal counsel, accountants and financial advisors), and all Federal, state,
provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (ii) all
payments made on any Indebtedness that is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon such assets, or
that must by its terms, or in order to obtain a necessary consent to such Asset
Disposition, or by applicable law be repaid out of the proceeds from such Asset
Disposition, (iii) all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Disposition or to any other Person (other than the Company or any
Restricted Subsidiary) owning a beneficial interest in the assets disposed of in
such Asset Disposition and (iv) appropriate amounts to be provided by the seller
as a reserve, in accordance with GAAP, against any liabilities associated with
the assets disposed of in such Asset Disposition and retained by the Company or
any Restricted Subsidiary after such Asset Disposition.

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

                  "Non-Guarantor Subsidiary" means Legacy Drive Trust so long as
Investments in Legacy Drive Trust are limited to amounts not in excess of
amounts required and actually applied to finance the activities of Legacy Drive
Trust in accordance with its trust instrument as the same is in effect as of the
date of this Indenture (as may be amended or modified from time to time to the
extent that such amendment or modification, taken as a whole, is not
disadvantageous to the Holders of Securities).

                  In the event that Legacy Drive Trust ceases to be a
Non-Guarantor Subsidiary, Legacy Drive Trust will become a Guarantor and execute
a supplemental indenture and deliver an opinion of counsel satisfactory to the
Trustee within 10 Business Days of the date on which it ceased to be a
Non-Guarantor Subsidiary.

                                       12

<PAGE>

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any Restricted Subsidiary (A) provides any Guarantee or credit
support of any kind (including any undertaking, Guarantee, indemnity, agreement
or instrument that would constitute Indebtedness) or (B) is directly or
indirectly liable (as a guarantor or otherwise) and (ii) no default with respect
to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

                  "Note Guarantee" means, individually, any Guarantee of payment
of the Securities by a Guarantor pursuant to the terms of this Indenture, and,
collectively, all such Guarantees. Each such Guarantee will be in the form
prescribed in this Indenture.

                  "Officer" means the Chief Executive Officer, President, Chief
Financial Officer, any Vice President, Controller, Secretary or Treasurer of the
Company.

                  "Officer's Certificate" means a certificate signed by at least
one Officer.

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

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

                  "Permitted Holders" means Apollo and Mark E. Speese, their
respective Affiliates and successors or assigns and any Person acting in the
capacity of an underwriter in connection with a public or private offering of
the Company's Capital Stock.

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

                           (i)      a Restricted Subsidiary, the Company or a
         Person that will, upon the making of such Investment, become a
         Restricted Subsidiary;

                           (ii)     another Person if as a result of such
         Investment such other Person is merged or consolidated with or into, or
         transfers or conveys all or substantially all its assets to, the
         Company or a Restricted Subsidiary;

                           (iii)    Temporary Cash Investments or Cash
         Equivalents;

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

                                       13

<PAGE>

                           (v)      securities or other Investments received as
         consideration in connection with RTO Facility Swaps or in sales or
         other dispositions of property or assets made in compliance with the
         covenant contained in Section 1017;

                           (vi)     securities or other Investments received in
         settlement of debts created in the ordinary course of business and
         owing to the Company or any Restricted Subsidiary, or as a result of
         foreclosure, perfection or enforcement of any Lien, or in satisfaction
         of judgments, including in connection with any bankruptcy proceeding or
         other reorganization of another Person;

                           (vii)    Investments in existence or made pursuant to
         legally binding written commitments in existence on the date of this
         Indenture;

                           (viii)   Currency Agreements, Interest Rate
         Agreements and related Hedging Obligations, which obligations are
         incurred in compliance with the covenant contained in Section 1010;

                           (ix)     pledges or deposits (A) with respect to
         leases or utilities provided to third parties in the ordinary course of
         business or (B) otherwise described in the definition of "Permitted
         Liens";

                           (x)      Investment in a Related Business in an
         amount not to exceed $25 million in the aggregate; and

                           (xi)     other Investments in an aggregate amount not
         to exceed the sum of $25 million and the aggregate non-cash net
         proceeds received by the Company from the issue or sale of its Capital
         Stock (other than Disqualified Stock) subsequent to the date of this
         Indenture (other than non-cash proceeds from an issuance or sale of
         such Capital Stock to a Subsidiary of the Company or an employee stock
         ownership plan or similar trust); provided, however, that the value of
         such non-cash net proceeds shall be as conclusively determined by the
         Board of Directors in good faith, except that in the event the value of
         any non-cash net proceeds shall be $50 million or more, the value shall
         be as determined in writing by an independent investment banking firm
         of nationally recognized standing.

                  "Permitted Liens" means: (i) Liens for taxes, assessments or
other governmental charges not yet delinquent or the nonpayment of which in the
aggregate would not be reasonably expected to have a material adverse effect on
the Company and its Restricted Subsidiaries, or that are being contested in good
faith and by appropriate proceedings if adequate reserves with respect thereto
are maintained on the books of the Company or such Subsidiary, as the case may
be, in accordance with GAAP; (ii) carriers', warehousemen's, mechanics',
landlords', materialmen's, repairmen's or other like Liens arising in the
ordinary course of business in respect of obligations that are not overdue for a
period of more than 60 days or that are bonded or that are being contested in
good faith and by appropriate proceedings; (iii) pledges, deposits or Liens in
connection with workers' compensation, unemployment insurance and other social
security legislation and/or similar legislation or other insurance-related
obligations (including without limitation, pledges or deposits securing
liability to insurance carriers under insurance or self-insurance arrangements);
(iv) pledges, deposits or Liens to secure the performance of bids, tenders,
trade, government or other contracts (other than for borrowed money),
obligations for or under or in respect of utilities, leases, licenses, statutory
obligations, surety, judgment and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (v)
easements (including reciprocal easement agreements), rights-of-way, building,
zoning and similar restrictions, utility agreements, covenants, reservations,
restrictions, encroachments, changes, and other similar

                                       14

<PAGE>

encumbrances or title defects incurred, or leases or subleases granted to
others, in the ordinary course of business, which do not in the aggregate
materially interfere with the ordinary conduct of the business of the Company
and its Subsidiaries, taken as a whole; (vi) Liens existing on, or provided for
under written arrangements existing on, the date of this Indenture, or (in the
case of any such Liens securing Indebtedness of the Company or any of its
Subsidiaries existing or arising under written arrangements existing on the date
of this Indenture) securing any Refinancing Indebtedness in respect of such
Indebtedness so long as the Lien securing such Refinancing Indebtedness is
limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or under such written arrangements could secure) the original
Indebtedness; (vii) Liens securing Hedging Obligations incurred in compliance
with the covenant contained in Section 1010; (viii) Liens arising out of
judgments, decrees, orders or awards in respect of which the Company shall in
good faith be prosecuting an appeal or proceedings for review which appeal or
proceedings shall not have been finally terminated, or the period within which
such appeal or proceedings may be initiated shall not have expired; (ix) Liens
securing (A) Indebtedness incurred in compliance with clause (i), (iv) or (v) of
the second paragraph of Section 1010 or clause (iii) thereof (other than
Refinancing Indebtedness incurred in respect of Indebtedness described in the
first paragraph thereof) or (B) Bank Indebtedness; (x) Liens on properties or
assets of the Company securing Senior Indebtedness; (xi) Liens existing on
property or assets of a Person at the time such Person becomes a Subsidiary of
the Company (or at the time the Company or a Restricted Subsidiary acquires such
property or assets); provided, however, that such Liens are not created in
connection with, or in contemplation of, such other Person becoming such a
Subsidiary (or such acquisition of such property or assets), and that such Liens
are limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which such Liens arose, could
secure) the obligations to which such Liens relate, (xii) Liens on Capital Stock
of an Unrestricted Subsidiary that secure Indebtedness or other obligations of
such Unrestricted Subsidiary; (xiii) Liens securing the Securities; and (xiv)
Liens securing Refinancing Indebtedness incurred in respect of any Indebtedness
secured by, or securing any refinancing, refunding, extension, renewal or
replacement (in whole or in part) of any other obligation secured by, any other
Permitted Liens, provided that any such new Lien is limited to all or part of
the same property or assets (plus improvements, accessions, proceeds or
dividends or distributions in respect thereof) that secured (or, under the
written arrangements under which the original Lien arose, could secure) the
obligations to which such Liens relate.

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

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

                  "Private Placement Legend" means the legend set forth in
Section 202(a) to be placed on all Securities issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

                  "Public Equity Offering" means a public sale of Capital Stock
(other than Disqualified Stock) of the Company other than (A) public offerings
with respect to the Company's Capital Stock registered on Form S-4 or Form S-8
and (B) other issuances upon exercise of options by employees of the Company or
any of its Restricted Subsidiaries.

                                       15

<PAGE>

                  "Purchase Money Obligations" means any Indebtedness of the
Company or any Restricted Subsidiary incurred to finance the acquisition,
construction or capital improvement of any property or business (including
Indebtedness incurred within 90 days following such acquisition or
construction), including Indebtedness of a Person existing at the time such
Person becomes a Restricted Subsidiary or assumed by the Company or a Restricted
Subsidiary in connection with the acquisition of assets from such Person;
provided, however, that any Lien on such Indebtedness shall not extend to any
property other than the property so acquired or constructed.

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

                  "Refinancing Indebtedness" means Indebtedness that is incurred
to refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinances" and "refinanced"
shall have a correlative meaning) any Indebtedness existing on the date of this
Indenture or incurred in compliance with this Indenture (including Indebtedness
of the Company that refinances Indebtedness of any Restricted Subsidiary (to the
extent permitted in this Indenture) and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that (i) the Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being refinanced, (ii) the
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is incurred that is equal to or greater than the Average Life of
the Indebtedness being refinanced, (iii) if the Indebtedness being refunded,
refinanced, replaced, renewed, repaid, extended, defeased or discharged is
Subordinated Obligations, such Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and is subordinated in right of
payment to, the Securities on terms at least as favorable to the Holders of
Securities as those contained in the documentation governing the Indebtedness
being refunded, refinanced, replaced, renewed, repaid, extended, defeased or
discharged, and (iv) such Refinancing Indebtedness is incurred in an aggregate
principal amount (or if issued with original issue discount, an aggregate issue
price) that is equal to or less than the aggregate principal amount (or if
issued with original issue discount, the aggregate accreted value) then
outstanding of the Indebtedness being refinanced, plus fees, underwriting
discounts, premiums and other costs and expenses incurred in connection with
such Refinancing Indebtedness; provided further, however, that Refinancing
Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that
refinances Indebtedness of the Company or (y) Indebtedness of the Company or a
Restricted Subsidiary that refinances Indebtedness of an Unrestricted
Subsidiary.

                  "Registration Rights Agreement" means (i) the Registration
Rights Agreement dated as of May 6, 2003 among (a) the Company, (b) the
Guarantors and (c) Lehman Brothers Inc., J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., UBS Warburg LLC and
Wachovia Securities, Inc., collectively as initial purchasers, relating to the
Initial Securities as such agreement may be amended, modified or supplemented
from time to time; and (ii) with respect to any Additional Securities, one or
more registration rights agreements among the Company, the Guarantors and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Securities to register such Additional Securities under
the Securities Act.

                  "Regular Record Date" means, with respect to any Interest
Payment Date, the February 1 or August 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

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

                                       16

<PAGE>

                  "Regulation S Global Note" means a Global Note bearing the
Private Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Securities
initially sold in reliance on Rule 903 of Regulation S.

                  "Restricted Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Note" means a Global Note bearing the
Private Placement Legend.

                  "Restricted Period" means the 40-day distribution compliance
period as defined in Regulation S.

                  "Related Business" means those businesses, other than the car
rental business, in which the Company or any of its Subsidiaries is engaged on
the date of this Indenture or that are reasonably related or incidental thereto.

                  "Representative" means the trustee, agent or representative
(if any) of an issue of Senior Indebtedness.

                  "Restricted Investment" means an Investment other than a
Permitted Investment.

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

                  "RTO Facility" means any facility through which the Company or
any of its Restricted Subsidiaries conducts the business of renting merchandise
to its customers and any facility through which a franchisee of the Company or
any of its Subsidiaries conducts the business of renting merchandise to
customers.

                  "RTO Facility Swap" means an exchange of assets (including
Capital Stock of a Subsidiary or the Company) of substantially equivalent fair
market value, as conclusively determined in good faith by the Board of
Directors, by the Company or a Restricted Subsidiary for one or more RTO
Facilities or for cash, Capital Stock, Indebtedness or other securities of any
Person owning or operating one or more RTO Facilities and primarily engaged in a
Related Business; provided, however, that any Net Cash Proceeds received by the
Company or any Restricted Subsidiary in connection with any such transaction
must be applied in accordance with Section 1017.

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

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

                  "Rule 144A Global Note" means a Global Note substantially in
the form set forth in Section 203 bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Securities sold in reliance on Rule
144A.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated the Securities Act.

                                       17

<PAGE>

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or such Restricted Subsidiary transfers such
property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than leases (i) between the Company and a Restricted
Subsidiary or (ii) required to be classified and accounted for as capitalized
leases for financial reporting purposes in accordance with GAAP.

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien.

                  "Securities" has the meaning assigned to it in the preamble to
this Indenture. The Initial Securities and the Additional Securities shall be
treated as a single class for all purposes under this Indenture, and unless the
context otherwise requires, all references to the Securities shall include the
Initial Securities and any Additional Securities.

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

                  "Senior Credit Agreement" means the amended and restated
credit agreement dated as of December 31, 2002, among the Company, Rent-A-Center
East, Inc., the banks and other financial institutions party thereto from time
to time, Comerica, N.A., as the documentation agent, NationsBank, N.A. as
syndication agent, and JPMorgan Chase Bank, as administrative agent, as such
agreement may be assumed by any successor in interest, and as such agreement may
be further amended, supplemented, waived or otherwise modified from time to
time, or refunded, refinanced, restructured, replaced, renewed, repaid,
increased or extended from time to time (whether in whole or in part, whether
with the Company, Rent-A-Center East, Inc., or any subsidiary of the Company as
borrower, whether with the original agent and lenders or other agents and
lenders or otherwise, and whether provided under the original Senior Credit
Agreement or otherwise).

                  "Senior Credit Facility" means the collective reference to the
Senior Credit Agreement, any Loan Documents (as defined therein), any notes and
letters of credit issued pursuant thereto and any guarantee and collateral
agreement, patent and trademark security agreement, mortgages, letter of credit
applications and other security agreements and collateral documents, and other
instruments and documents, executed and delivered pursuant to or in connection
with any of the foregoing, in each case as the same may be amended,
supplemented, waived or otherwise modified from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid, increased or extended from
time to time (whether in whole or in part, whether with the original agent and
lenders or other agents and lenders or otherwise, and whether provided under the
original Senior Credit Agreement or otherwise). Without limiting the generality
of the foregoing, the term "Senior Credit Facility" shall include any agreement
(i) changing the maturity of any Indebtedness incurred thereunder or
contemplated thereby, (ii) adding Subsidiaries of the Company as additional
borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness
incurred thereunder or available to be borrowed thereunder or (iv) otherwise
altering the terms and conditions thereof.

                  "Senior Indebtedness" means the following obligations, whether
outstanding on the date of this Indenture or thereafter issued, without
duplication: (i) all obligations consisting of Bank Indebtedness; and (ii) all
obligations consisting of the principal of and premium, if any, and accrued and
unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company regardless
of whether postfiling interest is allowed in such proceeding) on, and fees and
other amounts owing in respect of, all other Indebtedness of the Company,
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it

                                       18

<PAGE>

is provided that the obligations in respect of such Indebtedness are not
superior in right of payment to the Securities; provided, however, that Senior
Indebtedness shall not include (A) any obligation of the Company to any
Subsidiary or any other Affiliate of the Company, or any such Affiliate's
Subsidiaries, (B) any liability for Federal, state, foreign, local or other
taxes owed or owing by the Company, (C) any accounts payable or other liability
to trade creditors arising in the ordinary course of business (including
Guarantees thereof or instruments evidencing such liabilities) or other current
liabilities (other than current liabilities which constitute Bank Indebtedness
or the current portion of any long-term Indebtedness which would constitute
Senior Indebtedness but for the operation of this clause (C)), (D) any
Indebtedness, Guarantee or obligation of the Company that is expressly
subordinate or junior to any other Indebtedness, Guarantee or obligation of the
Company, (E) Indebtedness which is represented by redeemable Capital Stock or
(F) that portion of any Indebtedness that is incurred in violation of this
Indenture. If any Designated Senior Indebtedness is disallowed, avoided or
subordinated pursuant to the provisions of Section 548 of Title 11 of the United
States Code or any applicable state fraudulent conveyance law, such Designated
Senior Indebtedness nevertheless will constitute Senior Indebtedness.

                  "Senior Subordinated Indebtedness" means the Securities and
any other Indebtedness of the Company that (i) specifically provides that such
Indebtedness is to rank pari passu with the Securities or is otherwise entitled
Senior Subordinated Indebtedness and (ii) is not subordinated by its terms to
any Indebtedness or other obligation of the Company that is not Senior
Indebtedness.

                  "Shelf Registration Statement" has the meaning ascribed
thereto in the Registration Rights Agreement.

                  "Significant Subsidiary" means (i) each Subsidiary that for
the most recent fiscal year of such Subsidiary had consolidated revenues greater
than $50.0 million or as at the end of such fiscal year had assets or
liabilities greater than $50.0 million and (ii) any group of Subsidiaries that,
taken together, would constitute a Significant Subsidiary.

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

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

                  "Subordinated Obligation" means any Indebtedness of the
Company (whether outstanding on the date of this Indenture or thereafter
incurred) which is subordinate or junior in right of payment to the Securities
pursuant to a written agreement.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person or (ii) one or
more Subsidiaries of such Person.

                  "Successor Company" shall have the meaning assigned thereto in
Section 801.

                  "Temporary Cash Investments" means any of the following: (i)
any investment in direct obligations (x) of the United States of America or any
agency thereof or obligations Guaranteed by the

                                       19

<PAGE>

United States of America or any agency thereof or (y) of any foreign country
recognized by the United States of America rated at least "A" by S&P or "A-1" by
Moody's, (ii) investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition
thereof issued by a bank or trust company that is organized under the laws of
the United States of America, any state thereof or any foreign country
recognized by the United States of America having capital and surplus
aggregating in excess of $250 million (or the foreign currency equivalent
thereof), and whose long-term debt is rated "A" by S&P or "A-1" by Moody's,
(iii) repurchase obligations with a term of not more than 180 days for
underlying securities of the types described in clause (i) or (ii) above entered
into with a bank meeting the qualifications described in clause (ii) above, (iv)
Investments in commercial paper, maturing not more than 180 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the
time as of which any Investment therein is made of "P-1" (or higher) according
to Moody's or "A-1" (or higher) according to S&P, (v) Investments in securities
with maturities of six months or less from the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least "A" by S&P or "A" by Moody's, (vi) any money market deposit accounts
issued or offered by a domestic commercial bank or a commercial bank organized
and located in a country recognized by the United States of America, in each
case, having capital and surplus in excess of $250 million (or the foreign
currency equivalent thereof), or investments in money market funds complying
with the risk limiting conditions of Rule 2a-7 (or any short-term successor
rule) of the SEC, under the Investment Company Act of 1940, as amended, and
(vii) similar short-term investments approved by the Board of Directors in the
ordinary course of business.

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

                  "Trade Payables" means, with respect to any Person, any
accounts payable or any Indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of
business in connection with the acquisition of goods or services.

                  "Transfer Restricted Securities" means Securities that bear or
are required to bear the legend set forth in Section 202 hereof.

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

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

                  "Unrestricted Global Note" means a permanent global Note
substantially in the form provided in Section 203 that bears the Global Note
Legend and that has the "Schedule of Increases or Decreases in Global Note"
attached thereto, and that is deposited with or on behalf of and registered in
the name of the Depositary, representing a series of Securities that do not bear
the Private Placement Legend.

                                       20

<PAGE>

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Subsidiary" means (i) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of,
or owns or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so
designated has total consolidated assets of $100,000 or less or (B) if such
Subsidiary has consolidated assets greater than $100,000, then such designation
would be permitted under Section 1009. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation, (x) the Company could incur
at least $1.00 of additional Indebtedness under the first paragraph in the
covenant contained in Section 1010 and (y) no Default or Event of Default shall
have occurred and be continuing. Any such designation by the Board of Directors
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the resolution of the Company's Board of Directors giving effect to such
designation and an Officer's Certificate certifying that such designation
complied with the foregoing provisions.

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

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

                  "Voting Stock" of an entity means all classes of Capital Stock
of such entity then outstanding and normally entitled to vote in the election of
directors or all interests in such entity with the ability to control the
management or actions of such entity.

                  "Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company, all of the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or another Wholly Owned Subsidiary.

                  Other Definitions.

<TABLE>
<CAPTION>
                                                                                         Defined in
         Term                                                                             Section
         ----                                                                             -------
<S>                                                                                      <C>
"Affiliate Transaction".............................................................        1012
"Asset Sale Offer"..................................................................        1110
"Authenticating Agent"..............................................................         303
"Authentication Order"..............................................................         303
"Blockage Notice"...................................................................         303
"Change of Control Offer"...........................................................        1016
"Covenant Defeasance"...............................................................        1203
"Defaulted Interest"................................................................         309
"DTC"...............................................................................         202
"Event of Default"..................................................................         501
"Excess Proceeds"...................................................................        1017
</TABLE>

                                       21

<PAGE>

<TABLE>
<S>                                                                                      <C>
"Fairness Opinion"..................................................................        1012
"Guaranteed Obligations"............................................................        1401
"Initial Agreement".................................................................        1013
"Initial Lien"......................................................................        1015
"Legal Defeasance"..................................................................        1202
"Notice of Default".................................................................         501
"Offer Amount"......................................................................        1110
"Offer Period"......................................................................        1110
"Outstanding".......................................................................         314
"Paying Agent"......................................................................         305
"Payment Blockage Period"...........................................................        1303
"Permitted Debt"....................................................................        1010
"Purchase Date".....................................................................        1110
"Note Registrar"....................................................................         305
"Refinancing Agreement".............................................................        1013
"Restricted Payments"...............................................................        1009
"Special Interest Payment Date".....................................................         309
"Special Record Date"...............................................................         309
"Successor Company".................................................................         801
</TABLE>

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

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

                  "indenture securities" means the Securities;

                  "indenture security Holder" means a Holder of a Security;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes and the Note Guarantees means the
Company and the Guarantors, respectively, and any successor obligor upon the
Notes and the Note Guarantees, respectively.

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

                  SECTION 102.               Compliance Certificates and
Opinions.

                  Upon any application or request by the Company or any
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company and such Guarantor, as the case may be, shall furnish to
the Trustee an Officer's Certificate in form and substance reasonably acceptable
to the Trustee stating that all conditions precedent, if any, provided for in
this Indenture (including any covenant compliance with which constitutes a
condition precedent) relating to the proposed action have been complied with and
an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to

                                       22

<PAGE>

which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)), including certificates provided
pursuant to Section 1018(a), must comply with the provisions of TIA Section
314(e) and shall include:

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

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

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

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

                  SECTION 103.               Form of Documents Delivered to
Trustee.

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

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

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

                  SECTION 104.               Acts of Holders.

                  (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

                                       23

<PAGE>

one or more instruments of substantially similar tenor signed by such Holders in
person or by agents 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 and the Guarantors, as the case may be. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee, the Company and the Guarantors, if made
in the manner provided in this Section 104.

                  (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 a 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 the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient.

                  (c)      The principal amount and serial numbers of Securities
held by any Person, and the date of holding the same, shall be proved by the
Note Register.

                  (d)      If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                  (e)      Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof (including in accordance with Section 308) in respect of anything done,
omitted or suffered to be done by the Trustee, any Paying Agent or the Company
or any Guarantor in reliance thereon, whether or not notation of such action is
made upon such Security.

                  SECTION 105.               Notices, Etc., to Trustee, the
Company and any Guarantor.

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

                                       24

<PAGE>

                           (1)      the Trustee by any Holder or by the Company
                  or any Guarantor shall be sufficient for every purpose
                  hereunder if made, given, furnished or delivered in writing
                  (which may be via facsimile) and mailed, first-class postage
                  prepaid, or delivered by recognized overnight courier, to or
                  with the Trustee and received at its Corporate Trust Office,
                  Attention: Corporate Trust Administration.

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

                  SECTION 106.               Notice to Holders; Waiver.

                  Where this Indenture provides for notice of any event to
Holders by the Company, any Guarantor or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any notice or communication will also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. Neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice. 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 or irregularities in
regular mail service or by reason of any other cause, it shall be impracticable
to mail notice of any event to Holders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice for every purpose hereunder.

                  If the Company or any Guarantor mails any notice or
communication to any Holder, it shall mail a copy to each Agent and the Trustee
at the same time.

                  SECTION 107.               Effect of Headings and Table of
Contents.

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

                  SECTION 108.               Successors and Assigns.

                  All covenants and agreements in this Indenture and the
Securities by the Company shall bind its successors and assigns, whether so
expressed or not. All covenants and agreements in this Indenture and the Note
Guarantees by each Guarantor shall bind its successors and assigns, whether so

                                       25

<PAGE>

expressed or not, except as other wise provided in Section 1407. All agreements
in this Indenture by the Trustee shall bind its successors and assigns, whether
so expressed or not.

                  SECTION 109.               Separability Clause.

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

                  SECTION 110.               Benefits of Indenture.

                  Nothing in this Indenture, in the Securities or in the Note
Guarantees, express or implied, shall give to any Person, (other than the
parties hereto, any agent and their successors hereunder and each of the Holders
and, with respect to any provisions hereof relating to the subordination of the
Securities or the Note Guarantees or the rights of holders of Senior
Indebtedness, the holders of Senior Indebtedness) any benefit or any legal or
equitable right, remedy or claim under this Indenture.

                  SECTION 111.               Governing Law.

                  THIS INDENTURE, THE SECURITIES AND THE NOTE GUARANTEES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF NEW YORK. UPON THE ISSUANCE OF THE EXCHANGE SECURITIES OR THE EFFECTIVENESS
OF THE SHELF REGISTRATION STATEMENT, THIS INDENTURE SHALL BE SUBJECT TO THE
PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS
INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS.
EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK AND THE U.S. FEDERAL COURTS, IN EACH CASE SITTING IN THE
BOROUGH OF MANHATTAN, AND WAIVES ANY OBJECTION AS TO VENUE OR FORUM NON
CONVENIENS.

                  SECTION 112.               Legal Holidays.

                  In any case where any interest payment date, any date
established for payment of Liquidated Damages pursuant to the Registration
Rights Agreement, any date established for payment of Defaulted Interest
pursuant to Section 309 or redemption date or Stated Maturity of any Security
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of principal, premium or Liquidated
Damages, if any, or interest need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the interest payment date or date established for payment of Defaulted Interest
pursuant to Section 309, the Redemption Date, or at the Stated Maturity or
Maturity; provided that no interest shall accrue for the period from and after
such interest payment date, redemption date or date established for payment of
Defaulted Interest pursuant to Section 309, Stated Maturity or Maturity, as the
case may be, to the next succeeding Business Day.

                                       26

<PAGE>

                  SECTION 113.               No Personal Liability of Directors,
Officers, Employees, Incorporators and Stockholders.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or any Guarantor under the Securities, this
Indenture, the Note Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

                  SECTION 114.               Counterparts.

                  This Indenture may be executed in any number of counterparts,
each of which shall be original; but such counterparts shall together constitute
but one and the same instrument.

                  SECTION 115.               Communications by Holders with
Other Holders.

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

                  SECTION 116.               Rules by Trustee, Note Registrar
and Paying Agent.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Note Registrar or Paying Agent may make reasonable rules
and set reasonable requirements for its functions.

                  SECTION 117.               Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA Section 318(c), the imposed duties will
control.

                                  ARTICLE TWO.

                                 SECURITY FORMS

                  SECTION 201.               Forms Generally.

                  The Securities shall be in substantially the forms set forth
in this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable laws or
the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. Any portion of the text of any Security may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Security. Each Security shall be dated the date of its authentication.

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

                                       27

<PAGE>

                  Securities issued in global form will be substantially in the
form provided in Section 203 hereof (including the Global Note Legend thereon as
provided in Section 202 hereof and the "Schedule of Increase or Decrease in
Global Note" in Section 203 hereof). Notes issued in definitive form will be
substantially in the form of Section 203 hereof (but without the Global Note
Legend thereon and without the "Schedule of Increase or Decrease in Global
Note"). Each Global Note will represent such of the outstanding Securities as
will be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Securities from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee, at the
direction of the Trustee or the Custodian, in accordance with instructions given
by the Holder thereof as required by Section 307 hereof.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Clearstream Banking" and "Customer Handbook" of
Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearstream.

                  The definitive Securities shall be printed, lithographed or
engraved on steel-engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing such Securities, as
evidenced by their execution of such Securities.

                  SECTION 202.               Restrictive Legends.

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

                  THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF RENT-A-CENTER, INC. SO
REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE
STATES OF THE UNITED STATES.

                  (b)      Notwithstanding the foregoing, any Global Note or
Definitive Note (as defined below) issued pursuant to subparagraphs (a)(iv),
(b)(ii), (b)(iii), (c)(ii), (c)(iii), (d)(ii), (d)(iii) or (e) of

                                       28

<PAGE>

Section 307 (and all Securities issued in exchange therefor or substitution
thereof) will not bear a Private Placement Legend.

                  (c)      The Global Notes, whether or not a Series A Note,
shall also bear the following legend on the face thereof:

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE.

                                       29

<PAGE>

                  SECTION 203.               Form of Securities.

No. [__]                                              Principal Amount $[______]
                                                      CUSIP

                  7 1/2% [Series A] [Series B] Senior Subordinated Note due 2010

                  Rent-A-Center, Inc., a Delaware corporation, promises to pay
to Cede & Co., or registered assigns, the principal sum of [___________________]
Dollars on May 1, 2010.

                  Interest Payment Dates: May 1st and November 1st, commencing
                  May 1st 2003. Record Dates: April 15th and October 15th.

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

Dated:______________, 200_                      RENT-A-CENTER, INC.

                                                By: ____________________________
                                                    Name:
                                                    Title:

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION
THE BANK OF NEW YORK,

______________________________________
as Trustee, certifies
that this is one of the
Securities referred to
in the Indenture.

By: ___________________________________
    Authorized Signatory

                                       30

<PAGE>

             [FORM OF REVERSE SIDE OF SENIOR SUBORDINATED SECURITY]
         7 1/2% [Series A] [Series B] Senior Subordinated Note due 2010
[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

1.       Interest

                  Rent-A-Center, Inc., a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above.

                  The Company will pay interest semiannually in cash and in
arrears to Holders of record at the close of business on the April 15th and
October 15th immediately preceding the interest payment date on May 1st and
November 1st of each year, commencing November 1st 2003. Interest on the
Securities will accrue from the most recent date to which interest has been paid
on the Securities or, if no interest has been paid, from May 6th 2003. The
Company shall pay interest on overdue principal or premium, if any (plus
interest on such interest to the extent lawful), at the rate borne by the
Securities to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2.       Method of Payment

                  By at least 10:00 a.m. (New York City time) on the date on
which any principal of or interest or Liquidated Damages on the Securities is
due and payable, the Company shall irrevocably deposit with the Trustee or the
Paying Agent money sufficient to pay such principal, premium, if any, Liquidated
Damages, if any, and/or interest. The Company will pay interest (except
defaulted interest) to the Persons who are registered Holders of Securities at
the close of business on the 15th of April or the 15th of October next preceding
the interest payment date even if the Securities are cancelled, repurchased or
redeemed after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. If a Holder has given wire transfer instructions to the Company, the
Company will pay all principal, interest and premium and Liquidated Damages, if
any, on that Holder's Securities in accordance with those instructions. All
other payments on Securities will be made at the office or agency of the Paying
Agent and Note Registrar within the City and State of New York unless the
Company elects to make interest payments by check mailed to the Holders at their
address set forth in the Note Register.

3.       Trustee, Paying Agent and Note Registrar

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

4.       Indenture

                  The Company issued the Securities under an Indenture dated as
of May 6, 2003 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act

                                       31

<PAGE>

of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the
Indenture (the "Act"). Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The Securities are subject to
all such terms, and Securityholders are referred to the Indenture and the Act
for a statement of those terms.

                  The Securities are general unsecured senior subordinated
obligations of the Company initially issued in aggregate principal amount of
$300,000,000, but subject to additional issuances from time to time under the
Indenture. This Security is one of the Securities referred to in the Indenture.
The Securities include the Series A Notes and any Series B Notes issued in
exchange for the Series A Notes pursuant to the Indenture and the Registration
Rights Agreement. The Series A Notes and the Series B Notes and any Additional
Securities subsequently issued under the Indenture are treated as a single class
of securities for all purposes under the Indenture including, without
limitation, waivers, amendments, redemptions and offers to purchase. The
Indenture imposes certain limitations on the incurrence of Indebtedness by the
Company and its Restricted Subsidiaries, the payment of dividends on, and the
purchase or redemption of, Capital Stock of the Company and its Restricted
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the
sale or transfer of assets and Capital Stock of Restricted Subsidiaries,
investments of the Company and its Restricted Subsidiaries and transactions with
Affiliates. In addition, the Indenture limits the ability of the Company and its
Subsidiaries to restrict distributions and dividends from Restricted
Subsidiaries.

5.       Optional Redemption

                  At any time prior to May 1, 2006, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of the
Securities at a redemption price of 107.500% of the principal amount, plus
accrued and unpaid interest to the redemption date and Liquidated Damages, if
any, with the net cash proceeds of one or more Public Equity Offerings;
provided, that: (i) at least 65% of the aggregate principal amount of Securities
issued under the Indenture remains outstanding immediately after the occurrence
of such redemption (excluding Securities held by the Company and its
Subsidiaries); and (ii) the redemption occurs within 45 days of the date of the
closing of such Public Equity Offering.

                  Except pursuant to the preceding paragraph, the Securities
will not be redeemable at the Company's option prior to May 1, 2006.

                  Upon not less than 30 nor more than 90 days' notice, the
Securities are redeemable, at the Company's option, in whole or in part, at any
time and from time to time on and after May 1, 2006 and prior to maturity. The
Securities may be redeemed at the following redemption prices, expressed as a
percentage of principal amount, plus accrued and unpaid interest to the
redemption date and Liquidated Damages, if any, subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
interest payment date, if redeemed during the 12-month period commencing on May
1st of the years set forth below:

<TABLE>
<CAPTION>
        Year                                                                   Redemption Price
        ----                                                                   ----------------
<S>                                                                            <C>
2006..................................................................             103.750%
2007..................................................................             102.500%
2008..................................................................             101.250%
2009 and thereafter...................................................             100.000%
</TABLE>

                                       32

<PAGE>

6.       Notice of Redemption

                  Notice of redemption will be mailed at least 30 days but not
more than 90 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations of principal
amount larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000. If money sufficient to pay the redemption price of and accrued and
unpaid interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.

7.       Mandatory Redemption

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Securities.

8.       Put Provisions

                  Upon a Change of Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a repurchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest to the date of repurchase and
Liquidated Damages, if any, as provided in, and subject to the terms of, the
Indenture.

9.       Subordination and Ranking

                  The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Securityholder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give them
effect and appoints the Trustee as attorney-in-fact for such purpose. The
Securities will in all respects rank pari passu with all other Senior
Subordinated Indebtedness of the Company.

10.      Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Note Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Note Registrar need not register the transfer
of or exchange of (i) any Security selected for redemption (except, in the case
of a Security to be redeemed in part, the portion of the Security not to be
redeemed) for a period beginning 15 days before a selection of Securities to be
redeemed and ending on the date of such selection or (ii) any Securities for a
period beginning 15 days before an interest payment date and ending on such
interest payment date.

11.      Persons Deemed Owners

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

12.      Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned

                                       33

<PAGE>

property law designates another Person. After any such payment, Holders entitled
to the money must look only to the Company and not to the Trustee for payment.

13.      Defeasance

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

14.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the outstanding Securities
(including the Additional Securities, if any) and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount of the outstanding Securities
(including the Additional Securities, if any). Subject to certain exceptions set
forth in the Indenture, without the consent of any Securityholder, the Company
and the Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article Five of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act, or
to make any change that does not adversely affect the rights of any
Securityholder, or to provide for the issuance of Series B Notes, or to provide
for the issuance of Additional Securities in accordance with the limitations set
forth in the Indenture, or to or to conform the text of the Indenture, the Note
Guarantees or the Securities to any provision of the Description of Notes
contained in the Offering Memorandum related to the Securities, dated as of May
1, 2003, to the extent that such provision in the Description of Notes was
intended to be a verbatim recitation of a provision of the Indenture, the Note
Guarantees or the Securities. However, no amendment may be made to the
subordination provisions of the Indenture that adversely affects the rights of
any holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

15.      Defaults and Remedies

                  Under the Indenture, Events of Default include (i) a default
in any payment of interest on, or Liquidated Damages, if any, with respect to,
any Security when due (whether or not such payment is prohibited by Article
Thirteen of the Indenture), continued for 30 days, (ii) a default in the payment
of principal of, or premium on, if any, any Security when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise, whether or not such payment is prohibited by Article Thirteen of
the Indenture, (iii) the failure by the Company to comply with its obligations
under Section 801 of the Indenture, (iv) the failure by the Company to comply
for 30 days after written notice with any of its obligations under Sections
1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016, 1017, 1019, 1020 or 1022 of the
Indenture (in each case, other than a failure to purchase Securities when
required under Sections 1016 or 1017 of the Indenture), (v) the failure by the
Company to comply for 60 days after notice with its other agreements contained
in the Securities or the Indenture, (vi) the failure by the Company or any
Significant Subsidiary to pay any Indebtedness within any applicable grace
period after final maturity or the acceleration of any such Indebtedness by the
holders thereof because of a default if the total amount of such Indebtedness
unpaid or accelerated exceeds $50.0 million, (vii) certain events of bankruptcy,
insolvency or reorganization of the Company or a Significant

                                       34

<PAGE>

Subsidiary, (viii) the rendering of any judgment or decree for the payment of
money in an amount (net of any insurance or indemnity payments actually received
in respect thereof prior to or within 90 days from the entry thereof, or to be
received in respect thereof in the event any appeal thereof shall be
unsuccessful) in excess of $50.0 million against the Company or a Significant
Subsidiary that is not discharged, bonded or insured by a third Person if (A) an
enforcement proceeding thereon is commenced or (B) such judgment or decree
remains outstanding for a period of 90 days following such judgment or decree
and is not discharged, waived or stayed; (ix) the failure of any Guarantee of
the Securities by a Guarantor to be in full force and effect (except as
contemplated by the terms thereof or of this Indenture) or the denial or
disaffirmation in writing by any such Guarantor of its obligations under this
Indenture or any Note Guarantee if such Default continues for 10 days; or the
failure of Rent-A-Center East, Inc. to purchase, redeem, defease, retire or
acquire all outstanding Existing Senior Subordinated Notes by August 30, 2003.

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

                  A Default under clause (iv) or (v) above shall not constitute
an Event of Default until the Trustee or the Holders of at least 25% in
principal amount of the outstanding Securities notify the Company of the Default
and the Company does not cure such Default within the time specified after
receipt of such notice.

                  If an Event of Default, other than a Default relating to
certain events of bankruptcy, insolvency or reorganization of the Company,
occurs and is continuing, either the Trustee, by notice to the Company, or the
Holders of at least a majority in principal amount of the Outstanding
Securities, by notice to the Company and the Trustee, may declare the principal
of and accrued but unpaid interest on all such Securities to be due and payable.

                  Certain events of bankruptcy, insolvency or reorganization are
Events of Default which will result in the Securities being due and payable
immediately upon the occurrence of such Events of Default. Under certain
circumstances, the Holders of a majority in principal amount of the Securites
may rescind any such acceleration with respect to the Securities and its
consequences.

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

16.      Trustee Dealings with the Company

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

                                       35

<PAGE>

17.      No Recourse Against Others

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, will have any liability for any
obligations of the Company or any Guarantor under the Securities, the Indenture,
the Note Guarantees, or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Securities.

18.      Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an Authenticating Agent acting on its behalf) manually signs
the certificate of authentication on the other side of this Security.

19.      Registration Rights

                  In addition to the rights provided to Holders of Securities
under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes will have all the rights set forth in the Registration Rights
Agreement dated as of May 6, 2003, among the Company, the Guarantors and the
other parties named on the signature pages thereof or, in the case of Additional
Securities, Holders of Restricted Global Notes and Restricted Definitive Notes
will have the rights set forth in one or more registration rights agreements, if
any, among the Company, the Guarantors and the other parties thereto, relating
to rights given by the Company and the Guarantors to the purchasers of any
Additional Securities (collectively, the "Registration Rights Agreement").

20.      Abbreviations

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

21.      CUSIP Numbers

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

22.      Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST
EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

                  The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture.
Requests may be made to:

                                       36

<PAGE>

                        Rent-A-Center, Inc.
                        5700 Tennyson Parkway, Third Floor
                        Plano, Texas 75024
                           Attention of Robert D. Davis, Chief Financial Officer

                                       37

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:_______________________________
                                                  (Insert assignee's legal name)

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date: _________________

                                             Your Signature:____________________
                                                           (Sign exactly as your
                                                            name appears on the
                                                            face of this Note)

Signature Guarantee*:  _________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                       38

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 1016 or 1017 of the Indenture, check the appropriate
box below:

                          - Section 1016     - Section 1017

                  If you want to elect to have only part of the Security
purchased by the Company pursuant to Section 1016 or Section 1017 of the
Indenture, state the amount you elect to have purchased:

                                             $_________________

Date:  _______________

                                             Your Signature: ___________________
                                                            (Sign exactly as
                                                            your name appears
                                                            on the face of this
                                                            Note)

                                             Tax Identification No.: ___________

Signature Guarantee*:  _________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                       39

<PAGE>

                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

<TABLE>
<CAPTION>
                Amount of decrease        Amount of increase       Principal Amount of          Signature of
                   in Principal              in Principal           this Global Note        authorized signatory
Date of           Amount of this            Amount of this           following such           Trustee or Notes
Exchange           Global Note               Global Note          decrease or increase           Custodian
<S>             <C>                       <C>                     <C>                       <C>
</TABLE>

                                       40

<PAGE>

                                 ARTICLE THREE.

                                 THE SECURITIES

                  SECTION 301.               Title and Terms.

                  The Company will issue $300,000,000 in aggregate principal
amount of Securities on the date hereof. The Company may issue Additional Notes
from time to time after the date hereof in unlimited principal amount. Any
offering of Additional Notes is subject to compliance with Section 1010 of this
Indenture. The Securities and any Additional Securities subsequently issued
under this Indenture will be treated as a single class for all purposes under
this Indenture, including, without limitation, waivers, amendments, redemptions
and offers to purchase.

                  The Series A Notes shall be known and designated as the "7
1/2% Series A Senior Subordinated Notes due 2010" of the Company. The Series B
Notes shall be known and designated as the "7 1/2% Series B Senior Subordinated
Notes due 2010" of the Company. The Stated Maturity of the Securities shall be
May 1, 2010, and they shall bear interest at the rate of 7 1/2% per annum from
May 6, 2003, or from the most recent interest payment date to which interest has
been paid or duly provided for, payable semiannually in cash and in arrears to
the Person in whose name the Security (or any predecessor Security) is
registered at the close of business on the 15th of April and the 15th of October
immediately preceding the interest payment date on May 1st and November 1st of
each year, commencing the first May 1st or November 1st following the date such
Security was originally issued. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months, until the principal thereof is
paid or duly provided for. Interest on any overdue principal, interest (to the
extent lawful) or premium, if any, shall be payable on demand.

                  The principal of, premium and Liquidated Damages, if any, and
interest on the Securities shall be payable, if a Holder has given wire transfer
instructions to the Company, by the Company in accordance with those
instructions. All other payments on Securities will be made at the office or
agency of the Paying Agent and Note Registrar within the City and State of New
York unless the Company elects to make interest payments by check mailed to the
Holders at their address set forth on the Note Register.

                  Holders shall have the right to require the Company to
purchase their Securities, in whole or in part, in the event of a Change of
Control pursuant to Section 1016.

                  The Securities shall be subject to repurchase by the Company
pursuant to an Asset Disposition as provided in Section 1017.

                  The Securities shall be redeemable as provided in Article
Eleven and in the Securities.

                  The Indebtedness evidenced by the Securities shall be
subordinated in right of payment to Senior Indebtedness as provided in Article
Thirteen.

                  SECTION 302.               Denominations.

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

                                       41

<PAGE>

                  SECTION 303.               Execution, Authentication, Delivery
and Dating.

                  The Securities shall be executed on behalf of the Company by
one Officer and such Officer shall be either the President or the Chief
Financial Officer of the Company. The signature of the Officer on the Securities
may be a manual or facsimile signature of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on the
Securities.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities (an "Authentication Order"). The
Trustee shall authenticate (i) the Initial Securities for original issue on the
date hereof in the aggregate principal amount of $300,000,000; and (ii) upon
delivery of any Authentication Order at any time and from time to time
thereafter, Additional Securities and Exchange Securities for original issue in
an aggregate principal amount specified in such Authentication Order. In each
case, the Trustee shall be provided with an Officer's Certificate certifying
that all conditions precedent to the issuance of Securities contained herein
have been fully complied with and an Opinion of Counsel of the Company in
connection with such authentication of Securities. Such order shall specify (a)
the series of the Securities, (b) the amount of Securities to be authenticated
and (c) the date on which the original issue of Series A Notes or Series B Notes
is to be authenticated.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

                  In case the Company or any Guarantor, pursuant to Article
Eight, shall be consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting
from such consolidation, or surviving such merger, or into which the Company or
such Guarantor shall have been merged, or the Person which shall have received a
conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article
Eight, any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Securities as specified in such request for the purpose
of such exchange. If Securities shall at any time be authenticated and delivered
in any new name of a successor Person pursuant to this Section 303 in exchange
or substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.

                                       42

<PAGE>

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities on behalf of the Trustee (the
"Authenticating Agent"). Unless limited by the terms of such appointment, an
Authenticating Agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An Authenticating Agent has the same rights as any
Agent to deal with Holders or the Company or its Affiliates.

                  SECTION 304.               Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon an Authentication Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination. Temporary
Securities shall be substantially of the tenor of the definitive Securities in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities, and
as may be reasonably acceptable to the Trustee.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 1002, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged, the temporary Securities and Holders of the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities and Holders of Definitive Securities.

                  SECTION 305.               Note Registrar and Paying Agent,
Registration of Transfer and Exchange.

                  The Company will maintain an office or agency, as provided in
Section 1002, where Securities may be presented for registration of transfer or
for exchange and where Securities may be presented for payment. The Trustee is
hereby initially appointed as security registrar (the Trustee in such capacity,
together with any successor of the Trustee in such capacity, the "Note
Registrar") for the purpose of registering Securities and transfers of
Securities as herein provided and the Trustee is hereby appointed as paying
agent (the Trustee in such capacity, together with any successor of the Trustee
in such capacity, the "Paying Agent") for the purpose of making payment on the
Securities and the Trustee is hereby appointed to act as Custodian with respect
to the Global Notes.

                  The Note Registrar will keep a register of the Securities and
of their transfer and exchange (the "Note Register"). The Note Register shall be
in written form in the English language or in any other form including
computerized records, capable of being converted into such form within a
reasonable time. At all reasonable times, the Note Register shall be open to
inspection by the Trustee.

                  The Company may appoint one or more co-registrars and one or
more additional Paying Agents. The term "Note Registrar" includes any
co-registrar and the term "Paying Agent" includes any additional paying agent.
The Company may change any Paying Agent or Note Registrar without notice to any
Holder. The Company will notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Note Registrar or Paying Agent, the Trustee shall act
as such. The Company or any of its Subsidiaries or Affiliates may act as Paying
Agent or Note Registrar.

                                       43

<PAGE>

                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denomination or denominations of a like aggregate principal
amount.

                  Furthermore, any Holder of a Global Note shall, by acceptance
of such Global Note, agree that transfers of beneficial interest in such Global
Note may be effected only through a book-entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a beneficial interest
in the Security shall be required to be reflected in a book entry.

                  SECTION 306.               Book-Entry Provisions for Global
Notes.

                  (a)      Each Global Note initially shall (i) be registered in
the name of the Depositary for such Global Note or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Section 202.

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

                  (b)      A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. All Global Notes will be exchanged by the Company for
Definitive Notes if (i) the Company delivers to the Trustee notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120
days after the date of such notice from the Depositary; or (ii) the Company in
its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee.

                  Upon the occurrence of either of the preceding events in (i)
or (ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 304 and 308 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 306 or Section 304 or 308 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Security other than as
provided in this Section 306(b), however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 307.

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

                                       44

<PAGE>

                  SECTION 307.               Special Transfer Provisions.

                  (a)      Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes will be effected through the Depositary, in accordance with the provisions
of this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also will require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                           (i)      Transfer of Beneficial Interests in the Same
         Global Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Regulation
         S Global Note may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
         interests in any Unrestricted Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Note Registrar to effect the transfers
         described in this Section 307(a)(i).

                           (ii)     All Other Transfers and Exchanges of
         Beneficial Interests in Global Notes. In connection with all transfers
         and exchanges of beneficial interests that are not subject to Section
         307(a)(i) above, the transferor of such beneficial interest must
         deliver to the Note Registrar either:

                                    (A)      both:

                                             (1)      a written order from a
                           Participant or an Indirect Participant given to the
                           Depositary in accordance with the Applicable
                           Procedures directing the Depositary to credit or
                           cause to be credited a beneficial interest in another
                           Global Note in an amount equal to the beneficial
                           interest to be transferred or exchanged; and

                                             (2)      instructions given in
                           accordance with the Applicable Procedures containing
                           information regarding the Participant account to be
                           credited with such increase; or

                                    (B)      both:

                                             (1)      a written order from a
                           Participant or an Indirect Participant given to the
                           Depositary in accordance with the Applicable
                           Procedures directing the Depositary to cause to be
                           issued a Definitive Note in an amount equal to the
                           beneficial interest to be transferred or exchanged;
                           and

                                             (2)      instructions given by the
                           Depositary to the Note Registrar containing
                           information regarding the Person in whose name such
                           Definitive Note shall be registered to effect the
                           transfer or exchange referred to in (A) above. Upon
                           consummation of an Exchange Offer by the Company in
                           accordance with Section 307(e) hereof, the
                           requirements of this Section 307(a)(ii) shall be
                           deemed to have been satisfied upon receipt by the
                           Note

                                       45

<PAGE>

                           Registrar of the instructions contained in the Letter
                           of Transmittal delivered by the Holder of such
                           beneficial interests in the Restricted Global Notes.
                           Upon satisfaction of all of the requirements for
                           transfer or exchange of beneficial interests in
                           Global Notes contained in this Indenture and the
                           Securities or otherwise applicable under the
                           Securities Act, the Trustee shall adjust the
                           principal amount of the relevant Global Note(s)
                           pursuant to Section 307(f) hereof.

                           (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 307(a)(ii) above and
         the Note Registrar receives the following:

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

                                    (B)      if the transferee will take
                  delivery in the form of a beneficial interest in the
                  Regulation S Global Note, then the transferor must deliver a
                  certificate in the form of Exhibit A hereto, including the
                  certifications in item (2) thereof; and

                                    (C)      if the transferee will take
                  delivery in the form of a beneficial interest in the IAI
                  Global Note, then the transferor must deliver a certificate in
                  the form of Exhibit A hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                           (iv)     Transfer and Exchange of Beneficial
         Interests in a Restricted Global Note for Beneficial Interests in an
         Unrestricted Global Note. A beneficial interest in any Restricted
         Global Note may be exchanged by any holder thereof for a beneficial
         interest in an Unrestricted Global Note or transferred to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note if the exchange or transfer complies with the
         requirements of Section 307(a)(ii) above and:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Securities; or (iii) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Note Registrar receives the
                  following:

                                       46

<PAGE>

                                             (1)      if the holder of such
                           beneficial interest in a Restricted Global Note
                           proposes to exchange such beneficial interest for a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                             (2)      if the holder of such
                           beneficial interest in a Restricted Global Note
                           proposes to transfer such beneficial interest to a
                           Person who shall take delivery thereof in the form of
                           a beneficial interest in an Unrestricted Global Note,
                           a certificate from such holder in the form of Exhibit
                           A hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (iv), if
                  the Note Registrar so requests or if the Applicable Procedures
                  so require, an Opinion of Counsel in form reasonably
                  acceptable to the Note Registrar to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                           If any such transfer is effected pursuant to
         subparagraph (B) or (D) above at a time when an Unrestricted Global
         Note has not yet been issued, the Company shall issue and, upon receipt
         of an Authentication Order in accordance with Section 303 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the aggregate principal amount of
         beneficial interests transferred pursuant to subparagraph (B) or (D)
         above.

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

                  (b)      Transfer or Exchange of Beneficial Interests for
         Definitive Notes.

                           (i)      Beneficial Interests in Restricted Global
         Notes to Restricted Definitive Notes. If any holder of a beneficial
         interest in a Restricted Global Note proposes to exchange such
         beneficial interest for a Restricted Definitive Note or to transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of a Restricted Definitive Note, then, upon receipt by the Note
         Registrar of the following documentation:

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

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

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

                                       47

<PAGE>

                                    (D)      if such beneficial interest is
                  being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144, a certificate to the effect set forth in
                  Exhibit A hereto, including the certifications in item (3)(a)
                  thereof;

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

                                    (F)      if such beneficial interest is
                  being transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit A hereto,
                  including the certifications in item (3)(b) thereof; or

                                    (G)      if such beneficial interest is
                  being transferred pursuant to an effective registration
                  statement under the Securities Act, a certificate to the
                  effect set forth in Exhibit A hereto, including the
                  certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 307(f) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 307(b) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Note
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Securities are so registered. Any Definitive Note
issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 307(b)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.

                           (ii)     Beneficial Interests in Restricted Global
         Notes to Unrestricted Definitive Notes. A holder of a beneficial
         interest in a Restricted Global Note may exchange such beneficial
         interest for an Unrestricted Definitive Note or may transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Securities or (iii) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Note Registrar receives the
                  following:

                                       48

<PAGE>

                                             (1)      if the holder of such
                           beneficial interest in a Restricted Global Note
                           proposes to exchange such beneficial interest for a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (1)(b) thereof; or

                                             (2)      if the holder of such
                           beneficial interest in a Restricted Global Note
                           proposes to transfer such beneficial interest to a
                           Person who shall take delivery thereof in the form of
                           a Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit A hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Note Registrar so requests or if the Applicable Procedures
                  so require, an Opinion of Counsel in form reasonably
                  acceptable to the Note Registrar to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                           (iii)    Beneficial Interests in Unrestricted Global
         Notes to Unrestricted Definitive Notes. If any holder of a beneficial
         interest in an Unrestricted Global Note proposes to exchange such
         beneficial interest for a Definitive Note or to transfer such
         beneficial interest to a Person who takes delivery thereof in the form
         of a Definitive Note, then, upon satisfaction of the conditions set
         forth in Section 307(a)(ii) hereof, the Trustee will cause the
         aggregate principal amount of the applicable Global Note to be reduced
         accordingly pursuant to Section 307(f) hereof, and the Company will
         execute and the Trustee will authenticate and deliver to the Person
         designated in the instructions a Definitive Note in the appropriate
         principal amount. Any Definitive Note issued in exchange for a
         beneficial interest pursuant to this Section 307(b)(iii) will be
         registered in such name or names and in such authorized denomination or
         denominations as the holder of such beneficial interest requests
         through instructions to the Note Registrar from or through the
         Depositary and the Participant or Indirect Participant. The Trustee
         will deliver such Definitive Notes to the Persons in whose names such
         Securities are so registered. Any Definitive Note issued in exchange
         for a beneficial interest pursuant to this Section 307(b)(iii) will not
         bear the Private Placement Legend.

                  (c)      Transfer and Exchange of Definitive Notes for
         Beneficial Interests.

                           (i)      Restricted Definitive Notes to Beneficial
         Interests in Restricted Global Notes. If any Holder of a Restricted
         Definitive Note proposes to exchange such Security for a beneficial
         interest in a Restricted Global Note or to transfer such Restricted
         Definitive Notes to a Person who takes delivery thereof in the form of
         a beneficial interest in a Restricted Global Note, then, upon receipt
         by the Note Registrar of the following documentation:

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

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

                                       49

<PAGE>

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

                                    (D)      if such Restricted Definitive Note
                  is being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144, a certificate to the effect set forth in
                  Exhibit A hereto, including the certifications in item (3)(a)
                  thereof;

                                    (E)      if such Restricted Definitive Note
                  is being transferred to an Institutional Accredited Investor
                  in reliance on an exemption from the registration requirements
                  of the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit A hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                                    (F)      if such Restricted Definitive Note
                  is being transferred to the Company or any of its
                  Subsidiaries, a certificate to the effect set forth in Exhibit
                  A hereto, including the certifications in item (3)(b) thereof;
                  or

                                    (G)      if such Restricted Definitive Note
                  is being transferred pursuant to an effective registration
                  statement under the Securities Act, a certificate to the
                  effect set forth in Exhibit A hereto, including the
                  certifications in item (3)(c) thereof,

         the Trustee will cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the Rule 144A Global Note, in the case of clause
         (C) above, the Regulation S Global Note, and in all other cases, the
         IAI Global Note.

                           (ii)     Restricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of a Restricted
         Definitive Note may exchange such Security for a beneficial interest in
         an Unrestricted Global Note or transfer such Restricted Definitive Note
         to a Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note only if:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (i) a Broker-Dealer, (ii) a Person participating in the
                  distribution of the Exchange Securities or (iii) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                                    (B)      such transfer is effected pursuant
                  to the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)      such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Note Registrar receives the
                  following:

                                       50

<PAGE>

                                             (1)      if the Holder of such
                           Definitive Notes proposes to exchange such Securities
                           for a beneficial interest in the Unrestricted Global
                           Note, a certificate from such Holder in the form of
                           Exhibit B hereto, including the certifications in
                           item (1)(c) thereof; or

                                             (2)      if the Holder of such
                           Definitive Notes proposes to transfer such Securities
                           to a Person who shall take delivery thereof in the
                           form of a beneficial interest in the Unrestricted
                           Global Note, a certificate from such Holder in the
                           form of Exhibit A hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Note Registrar so requests or if the Applicable Procedures
                  so require, an Opinion of Counsel in form reasonably
                  acceptable to the Note Registrar to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                           Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 307(c)(ii), the Trustee will cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                           (iii)    Unrestricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of an Unrestricted
         Definitive Note may exchange such Security for a beneficial interest in
         an Unrestricted Global Note or transfer such Definitive Notes to a
         Person who takes delivery thereof in the form of a beneficial interest
         in an Unrestricted Global Note at any time. Upon receipt of a request
         for such an exchange or transfer, the Trustee will cancel the
         applicable Unrestricted Definitive Note and increase or cause to be
         increased the aggregate principal amount of one of the Unrestricted
         Global Notes.

                           If any such exchange or transfer from a Definitive
         Note to a beneficial interest is effected pursuant to subparagraphs
         (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global
         Note has not yet been issued, the Company will issue and, upon receipt
         of an Authentication Order in accordance with Section 303 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

                  (d)      Transfer and Exchange of Definitive Notes for
Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 307(d), the Note Registrar will
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder must present or
surrender to the Note Registrar the Definitive Notes duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Note Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 307(d).

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

                                       51

<PAGE>

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

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

                                    (C)      if the transfer will be made
                  pursuant to any other exemption from the registration
                  requirements of the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit A hereto,
                  including the certifications, certificates and Opinion of
                  Counsel required by item (3) thereof, if applicable.

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

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (i) a Broker-Dealer, (ii) a Person participating in the
                  distribution of the Exchange Securities or (iii) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                                    (B)      any such transfer is effected
                  pursuant to the Shelf Registration Statement in accordance
                  with the Registration Rights Agreement;

                                    (C)      any such transfer is effected by
                  the Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                                    (D)      the Note Registrar receives the
                  following:

                                             (1)      if the Holder of such
                           Restricted Definitive Notes proposes to exchange such
                           Securities for an Unrestricted Definitive Note, a
                           certificate from such Holder in the form of Exhibit B
                           hereto, including the certifications in item (1)(d)
                           thereof; or

                                             (2)      if the Holder of such
                           Restricted Definitive Notes proposes to transfer such
                           Securities to a Person who shall take delivery
                           thereof in the form of an Unrestricted Definitive
                           Note, a certificate from such Holder in the form of
                           Exhibit A hereto, including the certifications in
                           item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Note Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                                       52

<PAGE>

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

                  (e)      Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company will
issue and, upon receipt of an Authentication Order in accordance with Section
303 hereof, the Trustee will authenticate:

                           (i)      one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of the
         beneficial interests in the Restricted Global Notes tendered into the
         Exchange Offer by Persons that certify in the applicable Letters of
         Transmittal that (A) they are not Broker-Dealers, (B) they are not
         participating in a distribution of the Exchange Securities and (C) they
         are not affiliates (as defined in Rule 144) of the Company; and

                           (ii)     Unrestricted Definitive Notes in an
         aggregate principal amount equal to the principal amount of the
         Restricted Definitive Notes accepted for exchange in the Exchange
         Offer.

                  Concurrently with the issuance of such Notes, the Trustee will
cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

                  (f)      Cancellation and/or Adjustment of Global Notes. At
such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed,
repurchased or canceled in whole and not in part, each such Global Note will be
returned to or retained and canceled by the Trustee in accordance with Section
311 hereof. At any time prior to such cancellation, if any beneficial interest
in a Global Note is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note or
for Definitive Notes, the principal amount of Notes represented by such Global
Note will be reduced accordingly and an endorsement will be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note will be
increased accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

                  (g)      General Provisions Relating to Transfers and
Exchanges.

                           (i)      To permit registrations of transfers and
         exchanges, the Company will execute and the Trustee will authenticate
         Global Notes and Definitive Notes upon receipt of an Authentication
         Order in accordance with Section 303 hereof, or at the Note Registrar's
         request.

                           (ii)     No service charge will be made to a Holder
         of a Global Note or to a Holder of a Definitive Note for any
         registration of transfer or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Section 304, 906, 1016, 1017, 1108 and
         1110 hereof).

                                       53

<PAGE>


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

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

                           (v)      The Company will not be required:

                                    (A)      to issue, to register the transfer
                  of or to exchange any Securities during a period beginning at
                  the opening of business 15 days before the day of any
                  selection of Securities for redemption under Section 1104
                  hereof and ending at the close of business on the day of
                  selection;

                                    (B)      to register the transfer of or to
                  exchange any Security selected for redemption in whole or in
                  part, except the unredeemed portion of any Security being
                  redeemed in part; or

                                    (C)      to register the transfer of or to
                  exchange a Security between a record date and the next
                  succeeding interest payment date.

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

                           (vii)    The Trustee will authenticate Global Notes
                  and Definitive Notes in accordance with the provisions of
                  Section 303 hereof.

                           (viii)   All certifications, certificates and
                  Opinions of Counsel required to be submitted to the Note
                  Registrar pursuant to this Section 307 to effect a
                  registration of transfer or exchange may be submitted by
                  facsimile.

                           (ix)     By its acceptance of any Security bearing
                  the Private Placement Legend, each Holder of such a Security
                  acknowledges the restrictions on transfer of such Security set
                  forth in this Indenture and in the Private Placement Legend
                  and agrees that it will transfer such Security only as
                  provided in this Indenture.

                           (x)      The Company shall deliver to the Trustee an
                  Officer's Certificate setting forth the dates on which the
                  Restricted Period terminates.

                           (xi)     The Note Registrar shall retain copies of
                  all letters, notices and other written communications
                  received pursuant to Section 306 or this Section 307. The
                  Company shall have the right to inspect and make copies of all
                  such letters, notices or other written communications at any
                  reasonable time upon the giving of reasonable written notice
                  to the Note Registrar.

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                           (xii)    The Trustee shall have no responsibility or

                  obligation to any beneficial owner of a Global Note, a member
                  of, or a participant in the Depository or other Person with
                  respect to any ownership interest in the Securities, with
                  respect to the accuracy of the records of the Depository or
                  its nominee or of any participant or member thereof or with
                  respect to the delivery to any participant, member, beneficial
                  owner or other Person (other than the Depository) of any
                  notice (including any notice of redemption) or the payment of
                  any amount, under or with respect to such Securities. All
                  notices and communications to be given to the Holders and all
                  payments to be made to Holders under the Securities shall be
                  given or made only to the registered Holders (which shall be
                  the Depository or its nominee in the case of a Global Note).
                  The rights of beneficial owners in any Global Note in global
                  form shall be exercised only through the Depository subject to
                  the Applicable Procedures. The Trustee may rely and shall be
                  fully protected and indemnified pursuant to Section 607 in
                  relying upon information furnished by the Depository with
                  respect to any beneficial owners, its members and
                  participants.

                           (xiii)   The Trustee shall have no obligation or duty
                  to monitor, determine or inquire as to compliance with any
                  restrictions on transfer imposed under this Indenture or under
                  applicable law with respect to any transfer of any interest in
                  any Security (including without limitation any transfers
                  between or among Depository participants, members or
                  beneficial owners in any Global Note) other than to require
                  delivery of such certificates and other documentation of
                  evidence as are expressly required by, and to do so if and
                  when expressly required by, the terms of this Indenture, and
                  to examine the same to determine substantial compliance as to
                  form with the express requirements hereof.

                  SECTION 308.               Mutilated, Destroyed, Lost and
Stolen Securities.

                  If (i) any mutilated Security is surrendered to the Trustee,
or (ii) the Company and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Security, and there is delivered to the
Company, each Guarantor, each Agent, any Authenticating Agent and the Trustee
such security or indemnity, in each case, as may be required by them to save
each of them harmless, then, in the absence of notice to the Company any
Guarantor or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon receipt of an Authentication Order
the Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

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

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

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

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

                  SECTION 309.               Payment of Interest; Interest
Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any interest payment date shall be paid to the
Person in whose name such Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
at the office or agency of the Company maintained for such purpose pursuant to
Section 1002; provided, however, that each installment of interest shall be paid
(i) if such Person has given wire transfer instructions to the Company, by wire
transfer to an account located in the United States maintained by the payee or
(ii) by mailing a check for such interest, payable to or upon the written order
of the Person entitled thereto pursuant to Section 310, to the address of such
Person as it appears in the Note Register.

                  Any interest on any Security which is payable, but is not paid
when the same becomes due and payable and such nonpayment continues for a period
of 30 days shall forthwith cease to be payable to the Holder on the Regular
Record Date by virtue of having been such Holder, and such defaulted interest
and (to the extent lawful) interest on such defaulted interest at the rate borne
by the Securities (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest") shall be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below:

                           (a)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities (or
         their respective predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date (not less than 30
         days after such notice) of the proposed payment (the "Special Interest
         Payment Date"), and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a record date (the
         "Special Record Date") for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         Special Interest Payment Date and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date,
         and in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date and Special Interest Payment Date therefor to be given in
         the manner provided for in Section 106, not less than 10 days prior to
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date and Special Interest
         Payment Date therefor having been so given, such Defaulted Interest
         shall be paid on the Special Interest Payment Date to the Persons in
         whose names the Securities (or their respective predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (b).

                           (b)      The Company may make payment of any
         Defaulted Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Securities may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company to the Trustee of the proposed
         payment pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

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

                  SECTION 310.               Persons Deemed Owners.

                  Prior to the due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company, any Guarantor
or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of,
and premium and Liquidated Damages, if any, and (subject to Sections 305 and
309) interest on such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and none of the Company, any Guarantor, the
Trustee nor any agent of the Company, any Guarantor or the Trustee shall be
affected by notice to the contrary.

                  SECTION 311.               Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Note Registrar and Paying Agent will forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else will cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will dispose of such canceled Securities (subject to the record
retention requirement of the Exchange Act) in its customary manner. The Company
may not issue new Securities to replace Securities that it has paid or that have
been delivered to the Trustee for cancellation.

                  If the Company shall acquire any of the Securities other than
as set forth in the preceding paragraph, the acquisition shall not operate as a
redemption or satisfaction of the Indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 311. No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture.

                  SECTION 312.               Computation of Interest.

                  Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

                  SECTION 313.               CUSIP Numbers.

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

                  SECTION 314.               Outstanding Securities.

                  The Securities "Outstanding" at any time are all the
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions hereof, and those

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described in this Section as not Outstanding. Except as set forth in Section 316
hereof, a Security does not cease to be Outstanding because the Company or an
Affiliate of the Company holds the Security.

                  If a Security is replaced pursuant to Section 308 hereof, it
ceases to be Outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a protected purchaser.

                  If the principal amount of any Security is considered paid
under Section 401 hereof, it ceases to be Outstanding and interest on it ceases
to accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Securities payable on that date, then on and after that date
such Securities will be deemed to be no longer Outstanding and will cease to
accrue interest.

                  SECTION 315.               Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Securities that a Trust Officer of the
Trustee knows are so owned will be so disregarded.

                                  ARTICLE FOUR.

                           SATISFACTION AND DISCHARGE

                  SECTION 401.               Satisfaction and Discharge of
Indenture.

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

                           (i)      either

                                    (A)      all Securities theretofore
                  authenticated and delivered (other than (1) Securities which
                  have been lost, stolen or destroyed and which have been
                  replaced or paid as provided in Section 308 and (2) Securities
                  for whose payment money has theretofore been deposited in
                  trust with the Trustee or any Paying Agent or segregated and
                  held in trust by the Company and thereafter repaid to the
                  Company or discharged from such trust, as provided in Section
                  1003) have been delivered to the Trustee for cancellation; or

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

                                             (1)      have become due and
                           payable by reason of the making of a notice of
                           redemption or otherwise; or

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                                             (2)      will become due and
                           payable at their Stated Maturity within one year; or

                                             (3)      are to be called for
                            redemption within one year under arrangements
                           satisfactory to the Trustee for the giving of notice
                           of redemption by the Trustee in the name, and at the
                           expense, of the Company, and the Company in the case
                           of (1), (2) or (3) above, has irrevocably deposited
                           or caused to be deposited with the Trustee as trust
                           funds in trust for such purpose an amount in cash or
                           Government Obligations sufficient to pay and
                           discharge the entire indebtedness on such Securities
                           not theretofore delivered to the Trustee for
                           cancellation, for principal of, and premium, and
                           Liquidated Damages, if any, and interest to the date
                           of such deposit (in the case of Securities which have
                           become due and payable) or to the Stated Maturity or
                           Redemption Date, as the case may be;

                           (ii)     no Default or Event of Default with respect
         to this Indenture or the Securities shall have occurred and be
         continuing on the date of such deposit or shall occur as a result of
         such deposit and such deposit will not result in a breach or violation
         of, or constitute a default under, any other instrument or agreement to
         which the Company or any Guarantor of the Securities is a party or by
         which it is bound;

                           (iii)    the Company or any Guarantor has paid or
         caused to be paid all sums payable hereunder by the Company or any
         Guarantor in connection with all the Securities including all fees and
         expenses of the Trustee;

                           (iv)     the Company has delivered irrevocable
         instructions to the Trustee to apply the deposited money toward the
         payment of such Securities at maturity or the Redemption Date, as the
         case may be; and

                           (v)      the Company has delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the satisfaction
         and discharge of this Indenture and the termination of the Company's
         obligation hereunder have been satisfied.

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

                  SECTION 402.               Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company or any of its Affiliates or Subsidiaries acting as Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal, and premium and Liquidated Damages, if any, and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law. If the
Trustee or Paying Agent is unable to apply any money or Government Obligations
in accordance with Section 401 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

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and any Guarantor's obligations under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section
401; provided that if the Company has made any payment of principal of, or
premium or Liquidated Damages, if any, or interest on any Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE FIVE.

                                    REMEDIES

                  SECTION 501.               Events of Default.

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

                           (i)      default in any payment of interest on, or
         Liquidated Damages, if any, with respect to, any Security when the same
         becomes due and such default continues for a period of 30 days whether
         or not such payment shall be prohibited by Article Thirteen;

                           (ii)     default in the payment of the principal of,
         or premium on, any Security when the same becomes due at its Stated
         Maturity, upon optional redemption, upon required repurchase, upon
         declaration or otherwise, whether or not such payment shall be
         prohibited by Article Thirteen;

                           (iii)    the Company fails to comply with Section
         801;

                           (iv)     the Company fails to comply with Section
         1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016, 1017, 1019, 1020 or
         1022 (other than a failure to purchase Securities when required under
         Section 1016 or 1017) and such failure continues for 30 days after the
         notice specified below;

                           (v)      the Company fails to comply with any of its
         agreements in the Securities or this Indenture (other than those
         referred to in (i), (ii), (iii) or (iv) above) and such failure
         continues for 60 days after the notice specified below;

                           (vi)     Indebtedness of the Company or any
         Significant Subsidiary is not paid within any applicable grace period
         after final maturity or the acceleration by the holders thereof because
         of a default and the total amount of such Indebtedness unpaid or
         accelerated exceeds $50 million;

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

                                    (A)      commences a voluntary case;

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

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

                                    (D)      makes a general assignment for the
                  benefit of its creditors; or takes any comparable action under
                  any foreign laws relating to insolvency; or

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

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

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

                                    (C)      orders the winding up or
                  liquidation of the Company or any Significant Subsidiary; or
                  any similar relief is granted under any foreign laws and the
                  order or decree remains unstayed and in effect for 90 days;

                           (ix)     any judgment or decree for the payment of
         money in excess of $50 million (net of any insurance or indemnity
         payments actually received in respect thereof prior to or within 90
         days from the entry thereof, or to be received in respect thereof in
         the event any appeal thereof shall be unsuccessful) is rendered against
         the Company or any Significant Subsidiary that is not discharged, or
         bonded or insured by a third Person and either (A) an enforcement
         proceeding has been commenced upon such judgment or decree or (B) such
         judgment or decree remains outstanding for a period of 90 days
         following the entry of such judgment or decree and is not discharged,
         waived or stayed;

                           (x)      the failure of any Guarantee of the
         Securities by a Guarantor to be in full force and effect (except as
         contemplated by the terms thereof or of this Indenture) or the denial
         or disaffirmation in writing by any such Guarantor of its obligations
         under this Indenture or any Note Guarantee if such Default continues
         for 10 days; or

                           (xi)     the failure of Rent-A-Center East, Inc. to
         purchase, redeem, defease, retire or acquire all outstanding Existing
         Senior Subordinated Notes by August 30, 2003.

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

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

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

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                  If a Default occurs and is continuing and is actually known to
a Trust Officer of the Trustee, the Trustee must mail to each Holder notice of
the Default within 90 days after it occurs. Except in the case of a Default in
the payment of principal of, or premium and Liquidated Damages, if any, or
interest, if any, on any Security, the Trustee may withhold such notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding notice is in the interests of the Holders. In addition, the Company
is required to deliver to the Trustee, within 120 days after the end of each
fiscal year, a certificate indicating whether the signers thereof know of any
Default that occurred during the previous year.

                  SECTION 502.               Acceleration of Maturity;
Rescission and Annulment.

                  If an Event of Default (other than by reason of an Event of
Default specified in Section 501(vii) or 501(viii)) occurs and is continuing,
the Trustee by written notice to the Company, or the Holders of at least a
majority in principal amount of the outstanding Securities, by written notice to
the Company and the Trustee, may declare the principal, and premium and
Liquidated Damages, if any, and accrued and unpaid interest on all such then
outstanding Securities to be due and payable immediately. Upon the effectiveness
of such declaration, such principal, and premium and Liquidated Damages, if any,
and interest will be due and payable immediately. Notwithstanding the foregoing,
in the case of an Event of Default specified in Section 501(vii) or 501(viii)
occurs and is continuing, then the principal amount of, and interest on, all the
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

                  The Holders of a majority in principal amount of the
outstanding Securities by notice to the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. The Trustee may rely upon such notice of rescission without any
independent investigation as to the satisfaction of the conditions in the
preceding sentence. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

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

                  If an Event of Default specified in Section 501(i) or 501(ii)
occurs and is continuing, the Trustee, in its own name as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due
and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any Guarantor (in accordance with the
applicable Note Guarantee) and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
Guarantor, wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders under this Indenture or any Guarantee of the Securities by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, including, seeking recourse against any
Guarantor pursuant to the terms of any Note Guarantee, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy
including, without limitation, seeking recourse against any Guarantor pursuant
to the terms of its Note Guarantee, or to enforce any other proper remedy,
subject however to Section 513. No recovery of any such judgment upon any
property of the Company or any Guarantor shall affect or impair any rights,
powers or remedies of the Trustee or the Holders.

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                  SECTION 504.               Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor,
including any Guarantor, upon the Securities or the property of the Company, the
Guarantors or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, or premium or Liquidated Damages, if any, or interest) shall
be entitled and empowered, by intervention in such proceeding or otherwise,

                           (i)      to file proofs of claim for the whole amount
         of principal, and premium and Liquidated Damages, if any, and interest
         owing and unpaid in respect of the Securities, to take such other
         actions (including participating as a member, voting or otherwise, of
         any official committee of creditors appointed in such matter) and to
         file such 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 of the Holders allowed in such
         judicial proceeding, and

                           (ii)     to collect and receive any moneys or other
         property payable or deliverable on any such claims and to distribute
         the same;

and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of such Holders, vote for the election
of a trustee in bankruptcy or other similar official.

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

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

                  SECTION 506.               Application of Money Collected.

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

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

                  SECOND: To holders of Senior Indebtedness to the extent
         required by Article Thirteen;

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

                  FOURTH: The balance, if any, to the Company or as a court of
         competent jurisdiction may direct, provided that all sums due and owing
         to the Holders and the Trustee have been paid in full as required by
         this Indenture.

                  The Trustee may fix a record date and payment date for any
         payment to Holders of Securities pursuant to this Section 506.

                  SECTION 507.               Limitation on Suits.

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

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

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

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

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

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

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Note Guarantee to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, any Security or any Note Guarantee, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

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

                  Notwithstanding any other provision in this Indenture (other
than Article Thirteen), the Holder of any Security shall have the right, which
is absolute and unconditional, to receive payment, as provided herein
(including, if applicable, Article Eleven) and in such Security of the principal
of, and premium and Liquidated Damages, if any, and (subject to Section 309)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repurchase, on the Redemption Date or
repurchase, or, in the case of Liquidated Damages, as provided in the
Registration Rights Agreement) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

                  SECTION 509.               Restoration of Rights and Remedies.

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

                  SECTION 510.               Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 308, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                  SECTION 511.               Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

                  SECTION 512.               Control by Holders.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities 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, provided that

                           (i)      such direction shall not be in conflict with
         any rule of law or with this Indenture or any Note Guarantee,

                           (ii)     the Trustee need not take any action which
         might involve it in personal liability or be unduly prejudicial to the
         Holders not consenting, it being understood that (subject

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         to Section 601) the Trustee shall have no duty to ascertain whether or
         not such actions or forbearance are unduly prejudicial to such Holders;
         and

                           (iii)    subject to the provisions of Section 315 of
         the TIA, the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

                  Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.

                  SECTION 513.               Waiver of Past Defaults.

                  Subject to Sections 508 and 902, the Holders of a majority in
aggregate principal amount of the Outstanding Securities (including consents
obtained in connection with a tender offer or exchange offer for the Securities)
may on behalf of the Holders of all the Securities, by written notice to the
Trustee, waive any existing Default or Event of Default and its consequences
under this Indenture or any Note Guarantee except a continuing Default or Event
of Default in the payment of interest on, or premium or Liquidated Damages, if
any, or the principal of, any such Security held by a non-consenting Holder, or
in respect of a covenant or a provision which cannot be amended or modified
without the consent of all Holders.

                  In the event that any Event of Default specified in Section
501(vi) shall have occurred and be continuing, such Event of Default and all
consequences thereof (including without limitation any acceleration or resulting
payment default) shall be annulled, waived and rescinded, automatically and
without any action by the Trustee or the Holders of the Securities, if within 30
days after such Event of Default arose (i) the Indebtedness that is the basis
for such Event of Default has been discharged, or (ii) the holders thereof have
rescinded or waived the acceleration, notice or action (as the case may be)
giving rise to such Event of Default, or (iii) if the Default that is the basis
for such Event of Default has been cured.

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

                  SECTION 514.               Waiver of Stay or Extension Laws.

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

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                  SECTION 515.               Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium or Liquidated
Damages, if any, or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                  ARTICLE SIX.

                                  THE TRUSTEE

                  SECTION 601.               Certain Duties and
Responsibilities.

                  (a)      Except during the continuance of a Default or an
Event of Default,

                           (i)      the Trustee undertakes to perform such
         duties and only such duties as are specifically set forth in this
         Indenture, and the Trustee should not be liable except for the
         performance of such duties as specifically set forth in the Indenture
         and no others; and no implied covenants or obligations shall be read
         into this Indenture against the Trustee; and

                           (ii)     in the absence of bad faith or willful
         misconduct 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; but in the case of
         any such certificates or opinions specifically required hereunder to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to determine whether or not they substantially conform to the
         requirements of this Indenture, but not to verify the contents thereof.

                  (b)      In case a Default or an Event of Default has occurred
and is continuing of which a Trust Officer of the Trustee has actual knowledge
or of which written notice of such Default or Event of Default shall have been
given to the Trustee by the Company, any other obligor of the Securities or by
any Holder, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

                  (c)      No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                           (i)      this paragraph (c) shall not be construed to
         limit the effect of paragraph (a) of this Section;

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

                           (iii)    the Trustee shall not be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of a majority in aggregate
         principal amount of the Outstanding Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Trustee, or exercising any trust or power conferred upon the
         Trustee, under this Indenture.

                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section and to the TIA.

                  SECTION 602.               Notice of Defaults.

                  Within 90 days after the occurrence of any Default hereunder,
the Trustee shall transmit in the manner and to the extent provided in TIA
Section 313(c), notice of such Default hereunder actually known to a Trust
Officer of the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the
principal of, or premium or Liquidated Damages, if any, or interest on any
Security, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of directors and/or Trust Officers of the Trustee in
good faith determine that the withholding of such notice is in the interest of
the Holders; and provided further that in the case of any Default of the
character specified in Section 501(iii) no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. Notwithstanding anything to
the contrary expressed in this Indenture, the Trustee shall not be deemed to
have knowledge of any Default or Event of Default hereunder unless and until a
Trust Officer of the Trustee shall have received written notice thereof from the
Company at the Corporate Trust Office of the Trustee, except in the case of an
Event of Default under Sections 501(i) or 501(ii) (provided that the Trustee
shall have received notice from the Paying Agent as specified in Section 1003 if
the Trustee is not the Paying Agent).

                  SECTION 603.               Certain Rights of Trustee.

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

                  (b)      Subject to the provisions of TIA Sections 315(a)
through 315(d):

                           (i)      the Trustee may conclusively rely and shall
         be protected in acting or refraining from acting upon (whether in its
         original or facsimile form) any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties and the Trustee need not
         investigate any fact or matter stated in the documents;

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

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                           (iii)    whenever in the administration of this
         Indenture the Trustee shall deem it desirable that a matter be proved
         or established prior to taking, suffering or omitting any action
         hereunder, the Trustee (unless other evidence be herein specifically
         prescribed) may, in the absence of bad faith or willful misconduct on
         its part, request and rely upon an Officer's Certificate or an Opinion
         of Counsel and shall not liable for any action it takes or omits to
         take in good faith reliance on such Officer's Certificate or Opinion of
         Counsel;

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

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

                           (vi)     the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books, records and premises of the Company, personally or
         by agent or attorney at the expense of the Company as described in
         Section 607 of this Indenture and shall incur no liability of any kind
         by reason of such inquiry or investigation;

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

                           (viii)   the Trustee shall not be liable for any
         action taken, suffered or omitted by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture; provided, however, that the
         Trustee's conduct does not constitute willful misconduct or negligence;
         and

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

                  (c)      The Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

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

                  The recitals contained herein and in the Securities, except
for the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness and it shall not be responsible for the Company's use of the
proceeds from the Securities. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set
forth therein. The Trustee shall not be accountable for the use or application
by the Company of the proceeds of the Securities.

                  SECTION 605.               May Hold Securities.

                  The Trustee, any Paying Agent, any Note Registrar, any
Authenticating Agent or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent, Note
Registrar, Authenticating Agent or such other agent. However, in the event that
the Trustee acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 608 and 613 hereof.

                  SECTION 606.               Money Held in Trust.

                  All moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust hereunder for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with
the Company.

                  SECTION 607.               Compensation and Reimbursement.

                  Each of the Guarantors and the Company, jointly and severally,
agrees:

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

                           (ii)     except as otherwise expressly provided
         herein, to reimburse the Trustee upon its request for all expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents, consultants and counsel and costs and expenses of collection),
         except any such expense, disbursement or advance as shall be determined
         by a court of competent jurisdiction to have been caused by its own
         negligence or willful misconduct; and

                           (iii)    to indemnify each of the Trustee or any
         predecessor Trustee (and their respective directors, officers,
         stockholders, employees and agents) for, and to hold them harmless
         against, any and all loss, damage, claim, liability or expense,
         including taxes (other than taxes based on the income of the Trustee)
         incurred without gross negligence or willful misconduct on their part,
         arising out of or in connection with the acceptance or administration
         of this trust,

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         including the costs and expenses of defending themselves against any
         claim or liability in connection with the exercise or performance of
         any of the Trustee's powers or duties hereunder. The Trustee will
         notify the Company promptly of any claim for which it may seek
         indemnity. Failure by the Trustee to so notify the Company will not
         relieve the Company or any of the Guarantors of their obligations
         hereunder. The Company or such Guarantor will defend the claim and the
         Trustee will cooperate in the defense. The Trustee may have separate
         counsel and the Company will pay the reasonable fees and expenses of
         such counsel. Neither the Company nor any Guarantor need pay for any
         settlement made without its consent, which consent will not be
         unreasonably withheld.

                  The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. As security for the performance of such
obligations of the Company, the Trustee shall have a lien prior to the Holders
of the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of, and premium
and Liquidated Damages, if any, or interest on particular Securities.

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

                  The provisions of this Section shall survive the termination
of this Indenture. The Trustee will comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  SECTION 608.               Corporate Trustee Required;
Eligibility.

                  There shall be at all times a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof which shall be eligible to act as Trustee under
TIA Section 310(a)(1), (2) and (5), and which shall have an office in The City
of New York and shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition. If the Trustee does not have an office in The City of New York, the
Trustee may appoint an agent in The City of New York reasonably acceptable to
the Company to conduct any activities which the Trustee may be required under
this Indenture to conduct in The City of New York. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of Federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 608, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 608, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

                  SECTION 609.               Resignation and Removal;
Appointment of Successor.

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

                  (b)      The Trustee may resign at any time by giving written
notice thereof to the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor

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trustee by written instrument executed by authority of the Board of Directors, a
copy of which shall be delivered to the resigning Trustee and a copy to the
successor trustee. If an instrument of acceptance required by this Section shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee.

                  (c)      The Trustee may be removed at any time by Act of the
Holders of not less than a majority in principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company. The Trustee so removed
may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor Trustee if no successor Trustee is appointed
within 30 days of such removal.

                  (d)      If at any time:

                           (i)      the Trustee shall fail to comply with the
         provisions of TIA Section 310(b) after written request therefor by the
         Company or by any Holder who has been a bona fide Holder of a Security
         for at least six months, or

                           (ii)     the Trustee shall cease to be eligible under
         Section 608 and shall fail to resign after written request therefor by
         the Company or by any Holder who has been a bona fide Holder of a
         Security for at least six months, or

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

then, in any such case, (A) the Company, by a Board Resolution, may remove the
Trustee, or (B) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter
provided within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or any Holder who has been a bona fide Holder of a
Security for at least six months may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to the
Holders of Securities in the manner provided for in Section 106. Each notice
shall include the name of the successor Trustee and the address of the new
Corporate Trust Office of the Trustee.

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                  SECTION 610.               Acceptance of Appointment by
Successor.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Notwithstanding the replacement of the
Trustee pursuant to this Section 610, the Company's obligations under Section
607 shall continue for the benefit of the retiring Trustee with regard to
expenses and liabilities incurred by it and compensation earned by it prior to
such replacement or otherwise under the Indenture. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

                  SECTION 611.               Merger, Conversion, Consolidation
or Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities. In case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor Trustee.
In all such cases such certificates shall have the full force and effect which
this Indenture provides for the certificate of authentication of the Trustee
shall have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                  SECTION 612.               Trustee's Application for
Instructions from the Company.

                  Any application by the Trustee for written instructions from
the Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. Subject to Section 610, the Trustee shall not be liable for any
action taken by, or omission of, the Trustee in accordance with a proposal
included in such application on or after the date specified in such application
(which date shall not be less than three Business Days after the date any
officer of the Company actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to
taking any such action (or the effective date in the case of an omission), the
Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted.

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                  SECTION 613.               Preferential Collection of Claims
Against the Company.

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

                                 ARTICLE SEVEN.

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701.               Company to Furnish Trustee Names
and Addresses.

                  The Trustee will preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA Section 312(a). If
and so long as the Trustee is not the Note Registrar, the Company will comply
with TIA Section 312(a) and will furnish or cause to be furnished to the
Trustee:

                  (a)      semiannually, not more than 10 days after each
Regular Record Date, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders as of such Regular Record Date; and

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

                  SECTION 702.               Disclosure of Names and Addresses
of Holders.

                  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

                  SECTION 703.               Reports by Trustee.

                  Within 60 days after May 15 of each year commencing May 15,
2004, the Trustee shall transmit to the Holders, in the manner and to the extent
provided in TIA Section 313(c), a brief report dated as of such May 15 if
required by TIA Section 313(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to conclusively rely exclusively on Officer's Certificates).

                  The Trustee also shall comply with TIA Section 313(b). A copy
of each report at the time of its mailing to Holders shall be filed by the
Trustee with the Commission and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

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                  SECTION 704.               Notice of Defaults.

                  The Company is required to deliver to the Trustee, within 10
days after the occurrence thereof, written notice of any event which would
constitute certain Defaults, their status and what action the Company is taking
or proposes to take in respect thereof.

                                 ARTICLE EIGHT.

                            MERGER AND CONSOLIDATION

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

                  The Company will not, in a single transaction or series of
related transactions, consolidate with or merge with or into, or convey or
transfer all or substantially all its assets to any Person, unless:

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

                           (ii)     immediately after giving effect to such
         transaction (and treating any Indebtedness that becomes an obligation
         of the Successor Company or any Subsidiary of the Successor Company as
         a result of such transaction as having been incurred by the Successor
         Company or such Restricted Subsidiary at the time of such transaction),
         no Default or Event of Default shall have occurred and be continuing;

                           (iii)    immediately before and after giving effect
         to such transaction, the Company or the Successor Company, if the
         Company is not the continuing obligor under this Indenture, shall at
         the time of such transaction or series of transactions, after giving
         pro forma effect to such transaction as if such transaction or series
         of transaction had occurred on the first day of the four quarter period
         ending on or immediately prior to the date of such transaction, be able
         to incur at least $1.00 of Indebtedness pursuant to clause (a) of
         Section 1010; and

                           (iv)     the Company shall have delivered to the
         Trustee an Officer's Certificate, stating that (1) such Officers are
         not aware of any Default or Event of Default that shall have happened
         and be continuing and (2) such consolidation, merger or transfer and
         such supplemental indenture comply with this Indenture; provided that
         no Officer's Certificate will be required as to matters described in
         clause (A)(1) of this clause (iv) for a consolidation, merger or
         transfer described in the last paragraph of this Section 801, and (B)
         an Opinion of Counsel, stating that such consolidation, merger or
         transfer and such supplemental indenture comply with this Indenture,
         both in the form required by this Indenture; provided that (1) in
         giving such opinion such counsel may rely on such Officer's Certificate
         as to any matters of fact (including without limitation as to
         compliance with the foregoing clauses (ii) and (iii)), and (2) no
         Opinion of Counsel will be required for a consolidation, merger or
         transfer described in the last paragraph of this Section 801.

                  In addition, the Company will not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person.

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                  Notwithstanding the foregoing clauses (ii) and (iii), (x) any
Restricted Subsidiary may consolidate with, merge into or transfer all or part
of its properties and assets to the Company and (y) the Company may merge with
an Affiliate incorporated solely for the purpose of reincorporating the Company
in another jurisdiction to realize tax or other benefits.

                  SECTION 802.               Successor Substituted.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in a transaction that is subject to, and that complies
with the provisions of, Section 801 hereof, the successor corporation formed by
such consolidation or into or with which the Company is merged or to which such
sale, assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein and the predecessor
Company shall be relieved from the obligation to pay the principal of and
interest on the Securities except in the case of a sale of less than all of the
Company's assets.

                                  ARTICLE NINE.

                     SUPPLEMENTS AND AMENDMENTS TO INDENTURE

                  SECTION 901.               Supplemental Indentures Without
Consent of Holders.

                  Notwithstanding Section 902 of this Indenture, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees or the Securities, in form satisfactory to the Trustee, at any time
or from time to time, without the consent of any Holder of a Security, for any
of the following purposes:

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

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

                           (iii)    to add Guarantees with respect to the
         Securities (including those of Guarantors); or

                           (iv)     to provide for the assumption by a successor
         corporation, partnership, trust or limited liability company of the
         obligations of the Company hereunder; or

                           (v)      to secure the Securities; or

                           (vi)     to confirm and evidence the release and
         discharge of any Guarantee of the Securities or Lien with respect to or
         securing the Securities when such release and discharge is permitted by
         and provided for hereunder; or

                           (vii)    to provide that any Indebtedness that
         becomes or will become an obligation of the Successor Company pursuant
         to a transaction governed by Section 801 (and that

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         is not a Subordinated Obligation) is Senior Subordinated Indebtedness
         for purposes of this Indenture; or

                           (viii)   to add to the covenants of the Company for
         the benefit of the Holders or to surrender any right or power conferred
         upon the Company; or

                           (ix)     to make any other change that does not
         adversely affect the rights of any Holder; or

                           (x)      to comply with any requirement of the
         Commission in connection with the qualification of this Indenture under
         the TIA; or

                           (xi)     to provide for the issuance of Additional
         Securities in accordance with the limitations set forth in this
         Indenture as of the date hereof; or

                           (xii)    to conform the text of this Indenture, the
         Note Guarantees or the Securities to any provision of the Description
         of Notes contained in the Offering Memorandum related to the
         Securities, dated as of May 1, 2003, to the extent that such provision
         in the Description of Notes was intended to be a verbatim recitation of
         a provision of this Indenture, the Note Guarantees or the Securities.

                  Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
Indenture, the Note Guarantees or the Securities, and upon receipt by the
Trustee of the documents described in Section 603 hereof, the Trustee will join
with the Company and the Guarantors, subject to Section 903, in the execution of
any amended or supplemental indenture, Note Guarantees or Securities authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

                  SECTION 902.               Supplemental Indentures with
Consent of Holders.

                  With the consent of the Holders of at least a majority in
principal amount of the Outstanding Securities (including consents obtained in
connection with a tender offer or exchange offer for the Securities and
including, without limitation, Additional Securities, if any), the Company, the
Guarantors, and the Trustee may enter into an amendment, waiver or supplement to
this Indenture, the Note Guarantees or the Securities for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture, the Note Guarantees or the Securities or of modifying in any
manner the rights of the Holders under this Indenture, the Note Guarantees or
the Securities; provided, however, that no such amendment, waiver or supplement
shall, without the consent of the Holder of each Outstanding Security affected
thereby (with respect to any Securities held by a nonconsenting Holder of the
Securities):

                           (i)      reduce the principal amount of Securities
         whose Holders must consent to an amendment; or

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

                           (iii)    reduce the principal of or extend the Stated
         Maturity of any Security; or

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                           (iv)     reduce the premium payable upon the
         redemption or repurchase of any Security or change the time at which
         any Security may be redeemed as described in Section 1101; or

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

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

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

                           (viii)   make any change to the subordination
         provisions of this Indenture that adversely affects the rights of any
         Holder.

                  Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any amendment, waiver or supplement of
this Indenture, the Note Guarantees or the Securities as provided in this
Section, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Securities as aforesaid, and upon
receipt by the Trustee of the documents described in Section 603 hereof, the
Trustee will join with the Company, subject to Section 903, in the execution of
such amendment, waiver or supplement.

                  The consent of the Holders is not necessary under this
Indenture to approve the particular form of any proposed amendment waiver or
supplement of this Indenture, the Note Guarantees or the Securities. It is
sufficient if such consent approves the substance of such proposed amendment,
waiver or supplement.

                  SECTION 903.               Execution of Supplemental
Indentures.

                  The Trustee may, but shall not be obligated to, enter into any
amendment, waiver or supplement of this Indenture, the Note Guarantees or the
Securities which affects the Trustee's own rights, duties or immunities, as
determined by the Trustee in its sole discretion under this Indenture, the Note
Guarantees, the Securities or otherwise. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In signing
or refusing to sign any amendment, waiver or supplement permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be provided with, and shall be fully protected in relying
upon, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amendment, waiver or supplement is authorized or permitted by
this Indenture.

                  SECTION 904.               Effect of Supplemental Indentures.

                  Upon the execution of any supplement, amendment or waiver of
this Indenture, the Note Guarantees or the Securities under this Article, this
Indenture, the Note Guarantees or the Securities, as applicable, shall be
modified in accordance therewith, and such supplement, amendment or waiver shall
form a part of this Indenture, the Note Guarantees and/or the Securities, as
applicable, for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby (except
as provided in Section 902).

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

                  SECTION 905.               Conformity with Trust Indenture
Act.

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

                  SECTION 906.               Reference in Securities to
Supplemental Indentures.

                  Securities authenticated and delivered after the execution of
any supplement, amendment or waiver of this Indenture, the Note Guarantees or
the Securities pursuant to this Article may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplement, amendment or waiver. If the Company or the
Trustee shall so determine, new Securities so modified as to conform to any such
supplement, amendment or waiver may be prepared and executed by the Company, and
the Guarantors and the Company shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms, the cost and expense of which will
be borne by the Company in exchange for Outstanding Securities.

                  Failure to make the appropriate notation or issue a new
Security will not affect the validity and effect of such amendment, supplement
or waiver.

                  SECTION 907.               Notice of Supplemental Indentures.

                  Promptly after the execution by the Company, the Guarantors
and the Trustee of any supplement, amendment or waiver of this Indenture, the
Note Guarantees or the Securities pursuant to the provisions of Section 902, the
Company shall make any required filing with the SEC and shall, upon request by
any Holder, give notice thereof to such Holder, in the manner provided for in
Section 106, setting forth in general terms the substance of such supplement,
amendment or waiver. The failure to give such notice to all the Holders, or any
defect therein, will not impair or affect the validity of such supplement,
amendment or waiver.

                  SECTION 908.               Effect on Senior Indebtedness.

                  No supplement, amendment or waiver of this Indenture, the Note
Guarantees or the Securities shall adversely affect the rights of any holders of
Senior Indebtedness under Article Thirteen unless the requisite holders of each
issue of Senior Indebtedness affected thereby shall have consented to such
supplement, amendment or waiver.

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                                  ARTICLE TEN.

                                   COVENANTS

                  SECTION 1001.              Payment of Principal, Premium, if
any, and Interest.

                  The Company covenants and agrees for the benefit of the
Holders that it will duly and punctually pay the principal of, and premium and
Liquidated Damages, if any, and interest on the Securities in accordance with
the terms of the Securities and this Indenture.

                  SECTION 1002.              Maintenance of Office or Agency.

                  The Company will maintain in The City of New York, an office
or agency where the Securities may be presented or surrendered for payment,
where, if applicable, the Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Corporate Trust
Office of the Trustee shall be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or more
of such purposes. The Company will give prompt written notice to the Trustee of
any change in the location of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

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

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

                  If the Company or any of its Subsidiaries or Affiliates shall
at any time act as Paying Agent, the Company will, on or before each due date of
the principal of, or premium or Liquidated Damages, if any, or interest on any
of the Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal of, or premium or
Liquidated Damages, if any, or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure to so act.

                  Whenever the Company shall have one or more Paying Agents for
the Securities, it will, on or before each due date of the principal of, or
premium or Liquidated Damages, if any, or interest on any Securities, deposit
with a Paying Agent a sum in same day funds (or New York Clearing House funds if
such deposit is made prior to the date on which such deposit is required to be
made) that shall be available to the Trustee by 11:00 a.m. Eastern Standard Time
on such due date sufficient to pay the principal, premium and Liquidated
Damages, if any, and interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium and Liquidated
Damages, if any, and interest and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of such action or any failure to so
act.

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                  The Company will cause each Paying Agent (other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:

                           (i)      hold all sums held by it for the payment of
         the principal of, and premium and Liquidated Damages, if any, and
         interest on Securities in trust for the benefit of the Persons entitled
         thereto until such sums shall be paid to such Persons or otherwise
         disposed of as herein provided;

                           (ii)     give the Trustee notice of any default by
         the Company (or any other obligor upon the Securities) in the making of
         any payment of principal, or premium or Liquidated Damages, if any, or
         interest; and

                           (iii)    at any time during the continuance of any
         such default, upon the written request of the Trustee, forthwith pay to
         the Trustee all sums so held in trust by such Paying Agent.

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

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

                  SECTION 1004.              Corporate Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence and that of each Restricted Subsidiary and the corporate
rights (charter and statutory) licenses and franchises of the Company and each
Restricted Subsidiary; provided, however, that the Company shall not be required
to preserve any such existence (except the Company) right, license or franchise
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof
is not, and will not be, disadvantageous in any material respect to the Holders.

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                  SECTION 1005.              Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary and (ii) all lawful claims for labor, materials and supplies, which,
if unpaid, might by law become a material liability or lien upon the property of
the Company or any Restricted Subsidiary; 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 and for which
appropriate reserves, if necessary (in the good faith judgment of management of
the Company) are being maintained in accordance with GAAP.

                  SECTION 1006.              Maintenance of Properties.

                  The Company will cause all material properties owned by the
Company or any Restricted Subsidiary or used or held for use in the conduct of
its business or the business of any Restricted Subsidiary to be maintained and
kept in normal condition, repair and working order and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly conducted at all times;
provided, however, that nothing in this Section shall prevent the Company or any
of its Restricted Subsidiaries from discontinuing the maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Restricted Subsidiary and
not adverse in any material respect to the Holders.

                  SECTION 1007.              Insurance.

                  To the extent available at commercially reasonable rates, the
Company will maintain, and will cause its Restricted Subsidiaries to maintain,
insurance with responsible carriers against such risks and in such amounts, and
with such deductibles, retentions, self-insured amounts and co-insurance
provisions, as are customarily carried by similar businesses, of similar size in
their country of organization, including professional and general liability,
property and casualty loss, workers' compensation and interruption of business
insurance. In the event the Company determines that insurance satisfying the
first sentence of this Section 1007 is not available at commercially available
rates, it shall provide an Officer's Certificate to such effect to the Trustee
and the Trustee may conclusively rely on the determinations set forth therein.

                  SECTION 1008.              Compliance with Laws.

                  The Company shall comply, and shall cause each of its
Restricted Subsidiaries to comply, with all applicable statutes, rules,
regulations, orders and restrictions of the United States of America, all states
and municipalities thereof, and of any governmental regulatory authority, in
respect of the conduct of their respective businesses and the ownership of their
respective properties, except for such noncompliances as would not in the
aggregate have a material adverse effect on the financial condition or results
of operations of the Company and its Restricted Subsidiaries, taken as a whole.

                  SECTION 1009.              Limitation on Restricted Payments.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary, directly or indirectly, to (i) declare or pay any
dividend or make any other payment or distribution on account of the Company's
or any of its Restricted Subsidiaries' Capital Stock (including, without
limitation, any

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payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Capital Stock in their capacity
as such (other than dividends or distributions payable in Capital Stock (other
than Disqualified Stock) of the Company or to the Company or a Restricted
Subsidiary of the Company), (ii) purchase, redeem, retire or otherwise acquire
for value any Capital Stock of the Company or any Restricted Subsidiary held by
Persons other than the Company or another Restricted Subsidiary, (iii) purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligations (other than the purchase, repurchase, redemption or
other acquisition of Subordinated Obligations in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case
due within one year of the date of acquisition) or (iv) make any Restricted
Investment (all such payments and other actions set forth in these clauses (1)
through (4) above being collectively referred to as "Restricted Payments"), if
at the time the Company or such Restricted Subsidiary makes such Restricted
Payment: (A) a Default shall have occurred and be continuing (or would result
therefrom); (B) the Company could not incur at least an additional $1.00 of
Indebtedness under paragraph (a) of the covenant contained in Section 1010; or
(C) the aggregate amount of such Restricted Payment and all other Restricted
Payments (the amount so expended, if other than in cash, to be determined in
good faith by the Company's Board of Directors, whose determination shall be
conclusive and evidenced by a resolution of the Company's Board of Directors)
declared or made subsequent to the date of this Indenture would exceed the sum
of: (1) 50% of the Consolidated Net Income accrued during the period (treated as
one accounting period) from the beginning of the most recent fiscal quarter
ended prior to the date of this Indenture to the end of the most recent fiscal
quarter ending prior to the date of such Restricted Payment for which
consolidated financial statements of the Company are available (or, in case such
Consolidated Net Income shall be a deficit, minus 100% of such deficit); (2)
100% of the aggregate Net Cash Proceeds received by the Company since the date
of this Indenture as a contribution to its common equity capital or from the
issue or sale of Capital Stock of the Company (other than Disqualified Stock) or
from the issue or sale of convertible or exchangeable Disqualified Stock or
convertible or exchangeable debt securities of the Company that have been
converted into or exchanged for such Capital Stock (other than Capital Stock (or
Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the
Company); and (3) in the case of the disposition or repayment of any Investment
constituting a Permitted Investment (without duplication of any amount deducted
in calculating the amount of Investments at any time outstanding included in the
amount of Restricted Payments), an amount equal to the lesser of (x) the return
of capital or similar repayment with respect to such Investment and (y) the
initial amount of such Investment, in either case, less the cost of the
disposition of such Investment.

                  (b)      The provisions of the foregoing paragraph (a) will
not prohibit: (i) any purchase, redemption, repurchase, defeasance, retirement
or other acquisition of Capital Stock of the Company or Subordinated Obligations
made by exchange (including any such exchange pursuant to the exercise of a
conversion right or privilege in connection with which cash is paid in lieu of
the issuance of fractional shares) for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary
or an employee stock ownership plan or other trust established by the Company or
any of its Subsidiaries); provided, however, that (A) such purchase, redemption,
repurchase, defeasance, retirement or other acquisition shall be excluded in
subsequent calculations of the amount of Restricted Payments and (B) the Net
Cash Proceeds or reduction of Indebtedness from such sale shall be excluded in
subsequent calculations of the amount of Restricted Payments; (ii) any purchase,
redemption, repurchase, defeasance, retirement or other acquisition of
Subordinated Obligations made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Obligations of the Company that
is permitted to be incurred pursuant to the covenant contained in Section 1010;
provided, however, that such purchase, redemption, repurchase, defeasance,
retirement or other acquisition shall be excluded in subsequent calculations of
the amount of Restricted Payments; (iii) any purchase, redemption, repurchase,
defeasance, retirement or other

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acquisition of Subordinated Obligations from Net Available Cash to the extent
permitted by the covenant contained in Section 1017; provided, however, that
such purchase, redemption, repurchase, defeasance, retirement or other
acquisition shall be excluded in subsequent calculations of the amount of
Restricted Payments; (iv) dividends paid within 60 days after the date of
declaration thereof if at such date of declaration such dividend would have
complied with paragraph (a); provided, however, that such dividend shall be
included in subsequent calculations of the amount of Restricted Payments; (v)
any purchase or redemption of any shares of Capital Stock of the Company from
employees of the Company and its Restricted Subsidiaries pursuant to the
repurchase provisions under employee stock option or stock purchase agreements
or other agreements to compensate management employees in an aggregate amount
after the date of this Indenture not in excess of $5 million in any fiscal year,
plus any unused amounts under this clause (v) from prior fiscal years; provided,
however, that such purchases or redemptions shall be excluded in subsequent
calculations of the amount of Restricted Payments; (vi) Restricted Payments in
an aggregate amount not to exceed $50 million per annum (with any unutilized
amounts carried forward to the next fiscal year, but no further); provided,
that, after giving pro forma effect thereto, the Company would have had a
Leverage Ratio of less than 2.0 to 1.0, however, such Restricted Payments will
be excluded in subsequent calculations of the amount of Restricted Payments;
(vii) any purchase or redemption of any shares of Capital Stock of the Company
or any payment of dividends on any Capital Stock of the Company in an aggregate
amount not in excess of $210 million since the date of this Indenture, however,
such purchases or redemptions will be excluded in subsequent calculations of the
amount of Restricted Payments; and (viii) Restricted Payments not to exceed $50
million in the aggregate since the date of this Indenture; provided, however,
such Restricted Payments will be excluded in subsequent calculations of the
amount of Restricted Payments.

                  (c)      Not later than five Business Days after making any
Restricted Payment, the Company shall deliver to the Trustee an Officer's
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 1009 were
computed, which calculations may be based upon the Company's latest available
financial statements. The Trustee shall have no duty to recompute or recalculate
or verify the accuracy of the information set forth in such Officer's
Certificate.

                  (d)      The Company will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the second to
last sentence of the definition of "Unrestricted Subsidiary."

                  SECTION 1010.              Limitation on Indebtedness.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, incur any Indebtedness; provided, however, that the
Company and any Restricted Subsidiary of the Company that is a Guarantor may
incur Indebtedness if, on the date of the incurrence of such Indebtedness the
Consolidated Coverage Ratio would be greater than 2.00 to 1.00.

                  (b)      Notwithstanding the first paragraph, this covenant
will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, "Permitted Debt"): (i) the incurrence by the Company and any
Guarantor of additional Indebtedness and letters of credit under one or more
Senior Credit Facilities in an aggregate principal amount at any one time
outstanding under this clause (b) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of the Company and its
Subsidiaries thereunder) not to exceed $700 million; (ii) the Guarantee by the
Company or any Guarantor of Indebtedness of the Company or a Restricted
Subsidiary of the Company that was permitted to be incurred by another provision
of this covenant; (iii) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided, however, that: (A) if the Company or
any Guarantor is the obligor on such Indebtedness, such Indebtedness must be
expressly subordinated to the

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prior payment in full in cash of all Obligations with respect to the Securities,
in the case of the Company, or the Note Guarantee, in the case of a Guarantor;
and (B) any subsequent issuance or transfer of Capital Stock that results in any
such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company and any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary of the Company, will be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as
the case may be, that was not permitted by this clause; (iv) the incurrence by
the Company and the Guarantors of Indebtedness represented by the Series A Notes
and the related Note Guarantees to be issued on the date of this Indenture and
the Series B Notes and the related Note Guarantees to be issued pursuant to the
Registration Rights Agreement; (v) the incurrence by the Company and its
Restricted Subsidiaries of Indebtedness existing on the date of this Indenture;
(vi) the incurrence by the Company or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which
are used to refund, refinance or replace Indebtedness (other than intercompany
Indebtedness) that was permitted by this Indenture to be incurred under the
first paragraph of this covenant or clauses (ii), (iv), (v), (vi), (vii), (xi)
or (xii) of this paragraph; (vii) the incurrence by the Company or any
Restricted Subsidiary of Indebtedness represented by Capitalized Lease
Obligations, mortgage financings or purchase money obligations, in each case,
incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the
business of the Company or such Restricted Subsidiary, in an aggregate principal
amount, including all Permitted Refinancing Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause (vii),
not to exceed 2.5% of Consolidated Tangible Assets at any time outstanding;
(viii) the incurrence by the Company or any Restricted Subsidiary of Hedging
Obligations that are incurred in the ordinary course of business and not for
speculative purposes; (ix) the incurrence by the Company or any Restricted
Subsidiary of Indebtedness evidenced by letters of credit issued in the ordinary
course of business of the Company to secure workers' compensation and other
insurance coverage; (x) the incurrence by the Foreign Subsidiaries of
Indebtedness for working capital purposes if, at the time of incurrence of such
Indebtedness, and after giving effect thereto, the aggregate principal amount of
all Indebtedness of the Foreign Subsidiaries incurred pursuant to this clause
(x) and then outstanding does not exceed the amount equal to the sum of (x) 50%
of the consolidated book value of the rental inventories of the Foreign
Subsidiaries and (y) 75% of the consolidated book value of the accounts
receivable of the Foreign Subsidiaries; (xi) the incurrence by the Company or
any Restricted Subsidiary of Guarantees for Indebtedness of franchisees not to
exceed $100 million outstanding at any one time; and (xii) the incurrence by the
Company or any Restricted Subsidiary of Indebtedness, which may include Bank
Indebtedness, in an aggregate principal amount not to exceed $50 million
outstanding at any one time.

                  (c)      For purposes of determining compliance with this
"Limitation on Indebtedness" covenant, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (i) through (xii) in (b) above, or is entitled to be
incurred pursuant to the first paragraph of this covenant, the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify, all or a portion of such item of Indebtedness, in any
manner that complies with this covenant. Indebtedness under Senior Credit
Facilities outstanding on the date on which Securities are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (i) of the
definition of Permitted Debt. In addition, for purposes of determining
compliance with this "Limitation on Indebtedness" covenant, the accrual of
interest, the accretion or amortization of original issue discount, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the
same terms will not be deemed to be an incurrence of Indebtedness for purposes
of this covenant; provided, that the amount thereof is included in Consolidated
Interest Expense of the Company as accrued.

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                  (d)      The Company will not permit any Unrestricted
Subsidiary to incur any Indebtedness other than Non-Recourse Debt. However, if
any such Indebtedness ceases to be Non-Recourse Debt, then such event shall
constitute an incurrence of Indebtedness by the Company or a Restricted
Subsidiary.

                  SECTION 1011.              Limitation on Layering.

                  The Company shall not incur any Indebtedness that is expressly
subordinate in right of payment to any Senior Indebtedness unless such
Indebtedness is Senior Subordinated Indebtedness or is contractually
subordinated in right of payment to Senior Subordinated Indebtedness. No
Guarantor will incur any Indebtedness that is expressly subordinate in right of
payment to any Guarantor Senior Indebtedness of such Guarantor unless such
Indebtedness is Guarantor Senior Subordinated Indebtedness of such Guarantor or
is contractually subordinated in right of payment to Guarantor Senior
Subordinated Indebtedness of such Guarantor. Unsecured Indebtedness is not
deemed to be subordinate or junior to Secured Indebtedness merely because it is
unsecured, and Indebtedness that is not guaranteed by a particular Person is not
deemed to be subordinate or junior to Indebtedness that is so guaranteed merely
because it is not so guaranteed.

                  SECTION 1012.              Limitation on Affiliate
Transactions.

                  (a)      The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, enter into or conduct any
transaction or series of transactions (including the purchase, sale, lease or
exchange of any property or the rendering of any service with any Affiliate of
the Company (an "Affiliate Transaction") on terms (i) that taken as a whole are
less favorable to the Company or such Restricted Subsidiary, as the case may be,
than those that could be obtained at the time of such transaction in
arm's-length dealings with a Person who is not such an Affiliate and (ii) that,
in the event such Affiliate Transaction involves an aggregate amount in excess
of $15.0 million, are not in writing and have not been approved by a majority of
the members of the Board of Directors having no material personal financial
interest in such Affiliate Transaction or, in the event there are no such
members, as to which the Company has not obtained a Fairness Opinion (as
hereinafter defined). In addition, any transaction involving aggregate payments
or other transfers by the Company and its Restricted Subsidiaries in excess of
$30.0 million will also require an opinion (a "Fairness Opinion") from an
independent investment banking firm or appraiser, as appropriate, of national
prominence, to the effect that the terms of such transaction are fair to the
Company or such Restricted Subsidiary, as the case may be, from a financial
point of view.

                  (b)      The provisions of the foregoing paragraph (a) shall
not prohibit (i) any Restricted Payment permitted by Section 1009, or any
Permitted Investment, (ii) the performance of the Company's or Restricted
Subsidiary's obligations under any employment contract, collective bargaining
agreement, agreement for the provision of services, employee benefit plan,
related trust agreement or any other similar arrangement heretofore or hereafter
entered into in the ordinary course of business, (iii) payment of compensation,
performance or indemnification or contribution obligations, to employees,
officers or directors in the ordinary course of business, (iv) any issuance,
grant or award of stock, options or other securities, to employees, officers or
directors in the ordinary course of business, (v) any transaction between the
Company and a Restricted Subsidiary or between Restricted Subsidiaries, (vi) any
other transaction arising out of agreements in existence on the date of this
Indenture and (vii) transactions with suppliers or other purchasers or sellers
of goods or services, in each case in the ordinary course of business and on
terms no less favorable to the Company or the Restricted Subsidiary, as the case
may be, than those that could be obtained at such time in arm's-length dealings
with a Person which is not an Affiliate.

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                  SECTION 1013.              Limitation on Restrictions on
Distributions from Restricted Subsidiaries.

                  The Company will not, and will not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligations owed to the Company, (ii)
make any loans or advances to the Company or (iii) transfer any of its property
or assets to the Company, except (A) any encumbrance or restriction pursuant to
an agreement in effect at or entered into on the date of this Indenture
(including, without limitation, the Senior Credit Facility); (B) any encumbrance
or restriction with respect to a Restricted Subsidiary (1) pursuant to an
agreement relating to any Indebtedness incurred by a Restricted Subsidiary prior
to the date on which such Restricted Subsidiary was acquired by the Company, or
of another Person that is assumed by the Company or a Restricted Subsidiary in
connection with the acquisition of assets from, or merger or consolidation with,
such Person (other than Indebtedness incurred as consideration in, or to provide
all or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company, or
such acquisition of assets, merger or consolidation) and outstanding on the date
of such acquisition, merger or consolidation or (2) pursuant to any agreement
(not relating to any Indebtedness) in existence when a Person becomes a
Subsidiary of the Company or when such agreement is acquired by the Company or
any Subsidiary thereof, that is not created in contemplation of such Person
becoming such a Subsidiary or such acquisition (for purposes of this clause (B),
if another Person is the Successor Company, any Subsidiary or agreement thereof
shall be deemed acquired or assumed, as the case may be, by the Company when
such Person becomes the Successor Company); (C) any encumbrance or restriction
with respect to a Restricted Subsidiary pursuant to an agreement (a "Refinancing
Agreement") effecting a refinancing of Indebtedness incurred pursuant to, or
that otherwise extends, renews, refinances or replaces, an agreement referred to
in clause (A) or (B) of this covenant or this clause (C) or contained in any
amendment to an agreement referred to in clause (A) or (B) of this covenant or
this clause (C) (an "Initial Agreement") or contained in any amendment to an
Initial Agreement; provided, however, that the encumbrances and restrictions
contained in any such Refinancing Agreement or amendment are no less favorable
to the Holders of the Securities taken as a whole than encumbrances and
restrictions contained in the Initial Agreement or Agreements to which such
Refinancing Agreement or amendment relates; (D) any encumbrance or restriction
(1) that restricts in a customary manner the subletting, assignment or transfer
of any property or asset that is subject to a lease, license or similar
contract, or the assignment or transfer of any lease, license or other contract,
(2) by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by this Indenture, (3) contained in
mortgages, pledges or other agreements securing Indebtedness of a Restricted
Subsidiary to the extent such encumbrance or restrictions restrict the transfer
of the property subject to such mortgages, pledges or other security agreements
or (4) pursuant to customary provisions restricting dispositions of real
property interests set forth in any reciprocal easement agreements of the
Company or any Restricted Subsidiary; (E) any restriction with respect to a
Restricted Subsidiary (or any of its property or assets) imposed pursuant to an
agreement entered into for the direct or indirect sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary (or
the property or assets that are subject to such restriction) pending the closing
of such sale or disposition; and (F) any encumbrance or restriction on the
transfer of property or assets required by any regulatory authority having
jurisdiction over the Company or any Restricted Subsidiary or any of their
businesses.

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                  SECTION 1014.              Limitation on Sale or Issuance of
Preferred Stock of Restricted Subsidiaries.

                  The Company shall not sell any shares of Preferred Stock of a
Restricted Subsidiary, and shall not permit any Restricted Subsidiary, directly
or indirectly, to issue or sell any shares of its Preferred Stock to any Person
(other than to the Company or a Restricted Subsidiary).

                  SECTION 1015.              Limitation on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or permit to exist any Lien (other
than Permitted Liens) on any of its property or assets (including Capital
Stock), whether owned on the date of this Indenture or thereafter acquired,
securing any Indebtedness that is not Senior Indebtedness (the "Initial Lien"),
unless contemporaneously therewith effective provision is made to secure the
obligations due under this Indenture and the Securities equally and ratably with
such obligation for so long as such obligation is secured by such Initial Lien.
Any such Lien thereby created in favor of the Securities will be automatically
and unconditionally released and discharged upon (i) the release and discharge
of the Initial Lien to which it relates, or (ii) any sale, exchange or transfer
to any Person not an Affiliate of the Company of the property or assets secured
by such Initial Lien, or of all of the Capital Stock held by the Company or any
Restricted Subsidiary in, or all or substantially all the assets of, any
Restricted Subsidiary creating such Lien.

                  SECTION 1016.              Change of Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder will have the right to require the Company to repurchase all or any part
of such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest to the date of
repurchase and Liquidated Damages, if any (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) (the "Change of Control Offer"); provided, however, that
notwithstanding the occurrence of a Change of Control, the Company shall not be
obligated to purchase the Securities pursuant to this covenant in the event that
it has exercised its right to redeem all of the Securities pursuant to Section
1101.

                  (b)      Within 30 days following any Change of Control (or at
the Company's option, prior to such Change of Control but after the public
announcement thereof), unless the Company has mailed a redemption notice in
connection with such Change of Control as described in Section 1105, the Company
shall mail a notice to each Holder with a copy to the Trustee stating:

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

                           (ii)     the circumstances and relevant facts and
         financial information regarding such Change of Control;

                           (iii)    the date of purchase (which shall be no
         earlier than 30 days nor later than 90 days from the date such notice
         is mailed);

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                           (iv)     the instructions determined by the Company,
         consistent with this covenant, that a Holder must follow in order to
         have its Securities purchased; and

                           (v)      that, if such offer is made prior to such
         Change of Control, payment is conditioned on the occurrence of such
         Change of Control.

                  (c)      Prior to complying with any of the provisions of this
Section 1016, but in any event within 90 days following a Change of Control, the
Company will either repay all outstanding Senior Indebtedness or obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Indebtedness to permit the repurchase of Securities required by this covenant.

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

                  SECTION 1017.              Limitation on Sales of Assets.

                  (a)      The Company will not, and will not permit any
Restricted Subsidiary to, make any Asset Disposition unless the Company or such
Restricted Subsidiary receives consideration (including by way of relief from,
or by any other Person assuming sole responsibility for, any liabilities,
contingent or otherwise) at the time of such Asset Disposition at least equal to
the fair market value of the shares and assets subject to such Asset Disposition
of such fair market value shall be determined in good faith by the Board of
Directors, whose determination shall be conclusive (including as to the value of
all non-cash consideration), (ii) at least 75% of the consideration therefor
(excluding, in the case of an Asset Disposition of assets, any consideration by
way of relief from, or by any other person assuming responsibility for, any
liabilities, contingent or otherwise, which are not Indebtedness) received by
the Company or such Restricted Subsidiary is in the form of cash and (iii) an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may be) (A)
first, to the extent the Company elects (or is required by the terms of any
Senior Indebtedness or Indebtedness (other than Preferred Stock)), to prepay,
repay or purchase Senior Indebtedness or such Indebtedness (in each case other
than Indebtedness owed to the Company or a Restricted Subsidiary of the Company)
within 365 days after the date of such Asset Disposition; (B) second, to the
extent of the balance of Net Available Cash after application in accordance with
clause (A), to the extent the Company or such Restricted Subsidiary elects, to
reinvest in Additional Assets (including by means of an Investment in Additional
Assets by a Restricted Subsidiary with Net Available Cash received by the
Company or another Restricted Subsidiary) within 365 days from the date of such
Asset Disposition or, if such reinvestment in Additional Assets is a project
authorized by the Board of Directors that will take longer than 365 days to
complete, the period of time necessary to complete such project; (C) third, to
the extent of the balance of such Net Available Cash after application in
accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to
make an offer to purchase Securities at a price in cash equal to 100% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the purchase date, and (to the extent required by the terms
thereof) any other Senior Subordinated Indebtedness pursuant and subject to the
conditions of the agreements governing such other Indebtedness at a purchase
price of 100% of the principal amount thereof plus accrued and unpaid interest
to the purchase date and Liquidated Damages, if any; and (D) fourth, to the
extent of the balance of such Excess Proceeds after application in accordance
with clauses (A), (B) and (C) above, to fund (to the extent consistent with any
other applicable provision of this Indenture) any general corporate purpose
(including the repayment of Subordinated Obligations); provided, however,

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that in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary
will retire such Indebtedness and will cause the related loan commitment (if
any) to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased. Pending the final application of any Net Available
Cash, the Company may temporarily reduce revolving credit borrowings or
otherwise invest the Net Available Cash in any manner that is not prohibited
under this Indenture. Notwithstanding the foregoing provisions of this covenant,
the Company and the Restricted Subsidiaries shall not be required to apply any
Net Available Cash in accordance with this covenant except to the extent that
the aggregate Net Available Cash from all Asset Dispositions that is not applied
in accordance with this covenant exceeds $25.0 million.

                  To the extent that the aggregate principal amount of the
Securities and other Senior Subordinated Indebtedness tendered pursuant to an
offer to purchase made in accordance with clause (C) above exceeds the amount of
Excess Proceeds, the Trustee shall select the Securities and Senior Subordinated
Indebtedness to be purchased on a pro rata basis, based on the aggregate
principal amount thereof surrendered in such offer to purchase. Upon completion
of such offer to purchase, the amount of Excess Proceeds shall be reset to zero.

                  For the purposes of this covenant, the following are deemed to
be cash: (v) Cash Equivalents, (w) the assumption of Indebtedness of the Company
(other than Disqualified Stock of the Company) or any Restricted Subsidiary and
the release of the Company or such Restricted Subsidiary from all liability on
such Indebtedness in connection with such Asset Disposition, (x) Indebtedness of
any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result
of such Asset Disposition, to the extent that the Company and each other
Restricted Subsidiary is released from any Guarantee (or is the beneficiary of
any indemnity with respect thereto which is secured by any letter of credit or
cash equivalents) of such Indebtedness in connection with such Asset
Disposition, (y) securities received by the Company or any Restricted Subsidiary
from the transferee that are promptly converted by the Company or such
Restricted Subsidiary into cash, and (z) consideration consisting of
Indebtedness of the Company or any Restricted Subsidiary.

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

                  SECTION 1018.              Statement by Officers as to
Default.

                  (a)      The Company will deliver to the Trustee, within 120
days after the end of each fiscal year, an Officer's Certificate stating that a
review of the activities of the Company and its Restricted Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing
officers with a view to determining whether it has kept, observed, performed and
fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe,
perform and fulfill its obligations under this Indenture and further stating, as
to each such officer signing such certificate, that, to the best of his or her
knowledge, the Company during such preceding fiscal year has kept, observed,
performed and fulfilled, and has caused each of its Restricted Subsidiaries to
keep, observe, perform and fulfill, each and every such covenant contained in
this Indenture and no Default or Event of Default occurred during such year and
at the date of such certificate there is no Default or Event of Default which
has occurred and is continuing or, if such signers do know of such Default or
Event of Default, the certificate shall describe its status, with particularity
and that, to the best of his or her knowledge, no event has occurred and remains
by reason of which payments on the account of the principal of or interest, if
any, on the Securities is

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<PAGE>

prohibited or if such event has occurred, a description of the event and what
action each is taking or proposes to take with respect thereto. The Officer's
Certificate shall also notify the Trustee should the Company elect to change the
manner in which it fixes its fiscal year end. For purposes of this Section
1018(a), such compliance shall be determined without regard to any period of
grace or requirement of notice under this Indenture.

                  (b)      When any Default has occurred and is continuing under
this Indenture, or if the trustee for or the holder of any other evidence of
Indebtedness of the Company or any Significant Subsidiary gives any notice or
takes any other action with respect to a claimed default (other than with
respect to Indebtedness in the principal amount of less than $50 million), the
Company shall deliver to the Trustee by registered or certified mail or
facsimile transmission an Officer's Certificate specifying such event, notice or
other action within five Business Days of its occurrence.

                  SECTION 1019.              Reporting Requirements.

                  Whether or not required by the SEC's rules and regulations, so
long as any Securities are outstanding, the Company will furnish to the Holders,
within the time periods specified in the SEC's rules and regulations: (i) all
quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Company were required to file such reports; and (ii)
all current reports that would be required to be filed with the SEC on Form 8-K
if the Company were required to file such reports. All such reports will be
prepared in all material respects in accordance with all of the rules and
regulations applicable to such reports. Each annual report on Form 10-K will
include a report on the Company's consolidated financial statements by the
Company's certified independent accountants. In addition, the Company will file
a copy of each of the reports referred to in clauses (i) and (ii) above with the
SEC for public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request.

                  If, at any time, the Company is no longer subject to the
periodic reporting requirements of the Exchange Act for any reason, the Company
will nevertheless continue filing the reports specified in the preceding
paragraph with the SEC within the time periods specified above unless the SEC
will not accept such a filing. The Company agrees that it will not take any
action for the purpose of causing the SEC not to accept any such filings. If,
notwithstanding the foregoing, the SEC will not accept the Company's filings for
any reason, the Company will post the reports referred to in the preceding
paragraph on its website within the time periods that would apply if the Company
were required to file those reports with the SEC and make such information
available to securities analysts and prospective investors upon request. The
Company will at all times comply with TIA Section 314(a).

                  In addition, the Company and the Guarantors agree that, for so
long as any Securities remain outstanding, at any time they are not required to
file the reports required by the preceding paragraph with the SEC, they will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

                  SECTION 1020.              Future Guarantors.

                  If the Company or any of its Restricted Subsidiaries acquires
or creates another Domestic Subsidiary after the date of this Indenture, then
that newly acquired or created Domestic Subsidiary will become a Guarantor and
execute a supplemental Indenture and deliver an opinion of counsel satisfactory
to the trustee within 10 Business Days of the date on which it was acquired or
created.

                                       91

<PAGE>

                  SECTION 1021.              Designation of Unrestricted
Subsidiaries.

                  The Board of Directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would
not cause a default. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated will be deemed to be Restricted
Payments at the time of such designation and will reduce the amount available
for Restricted Payments under clause (C) of paragraph (a) of Section 1009. All
such outstanding Investments will be deemed to constitute Investments in an
amount equal to the greater of the fair market value or the book value of such
Subsidiary at the time of such designation. Such designation will only be
permitted if such Restricted Payment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

                  SECTION 1022.              Limitation on Sale/Leaseback
Transactions.

                  The Company will not, and will not permit any Restricted
Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any
property unless: (i) the Company or such Restricted Subsidiary would be entitled
to incur Indebtedness in an amount equal to the Attributable Debt with respect
to such Sale/Leaseback Transaction pursuant to Section 1010; (ii) the net
proceeds received by the Company or any Restricted Subsidiary in connection with
such Sale/Leaseback Transaction are at least equal to the fair value (as
determined by the Board of Directors) of such property; and (iii) the transfer
of such property is permitted by, and the Company or such Restricted Subsidiary
applies the proceeds of such transaction in compliance with, the covenant
described under Section 1017.

                                 ARTICLE ELEVEN.

                            REDEMPTION OF SECURITIES

                  SECTION 1101.              Optional Redemption.

                  At any time prior to May 1, 2006, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of
Securities issued under this Indenture at a redemption price of 107.500% of the
principal amount, plus accrued and unpaid interest to the redemption date and
Liquidated Damages, if any, with the net cash proceeds of one or more Public
Equity Offerings; provided, that: (i) at least 65% of the aggregate principal
amount of Securities issued under this Indenture remains outstanding immediately
after the occurrence of such redemption (excluding Securities held by the
Company and its Subsidiaries); and (ii) the redemption occurs within 45 days of
the date of the closing of such Public Equity Offering.

                  Except pursuant to the preceding paragraph, the Securities
will not be redeemable at the Company's option prior to May 1, 2006.

                  Upon not less than 30 nor more than 90 days' notice, the
Securities are redeemable, at the Company's option, in whole or in part, at any
time and from time to time on and after May 1, 2006 and prior to maturity. The
Securities may be redeemed at the following redemption prices, expressed as a
percentage of principal amount, plus accrued and unpaid interest to the
redemption date and Liquidated Damages, if any, subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
interest payment date, if redeemed during the 12-month period commencing on May
1st of the years set forth below:

                                       92

<PAGE>

<TABLE>
<CAPTION>
        PERIOD                                                          REDEMPTION PRICE
        ------                                                          ----------------
<S>                                                                     <C>
 2006.........................................................              103.750%
 2007.........................................................              102.500%
 2008.........................................................              101.250%
 2009 and thereafter..........................................              100.000%
</TABLE>

                  SECTION 1102.              Applicability of Article.

                  Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be
made in accordance with such provision and this Article.

                  SECTION 1103.              Election to Redeem; Notice to
Trustee.

                  The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 90 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date, the specific provision of the Indenture pursuant to which such
redemption is being made, the Redemption Price and the principal amount of
Securities to be redeemed and shall deliver to the Trustee such documentation
and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 1104.

                  SECTION 1104.              Selection by Trustee of
Securities to Be Redeemed.

                  If less than all the Securities are to be redeemed at any time
pursuant to an optional redemption, the particular Securities to be redeemed
shall be selected at least 30 but not more than 90 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities not previously called for
redemption, in compliance with the requirements of the principal securities
exchange, if any, on which such Securities are listed, or, if such Securities
are not so listed, on a pro rata basis, by lot or by such other method as the
Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements) and which may provide for the selection for
redemption of portions of the principal of the Securities; provided, however,
that no Securities of a principal amount of $1,000 or less shall be redeemed in
part.

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

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

                  SECTION 1105.              Notice of Redemption.

                  Notice of redemption shall be given in the manner provided for
in Section 106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed. The Trustee shall give notice
of redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall deliver to the Trustee, at least 45 days prior
to the Redemption Date, an Officer's Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the following items.

                                       93

<PAGE>

                  All notices of redemption shall state:

                           (i)      the Redemption Date,

                           (ii)     the Redemption Price and the amount of
         accrued interest and Liquidated Damages to the Redemption Date payable
         as provided in Section 1107, if any,

                           (iii)    if less than all Outstanding Securities are
         to be redeemed, the identification of the particular Securities (or
         portion thereof) to be redeemed, as well as the aggregate principal
         amount of Securities to be redeemed and the aggregate principal amount
         of Securities to be Outstanding after such partial redemption,

                           (iv)     in case any Security is to be redeemed in
         part only, the notice which relates to such Security shall state that
         on and after the Redemption Date, upon surrender of such Security, the
         Holder will receive, without charge, a new Security or Securities of
         authorized denominations for the principal amount thereof remaining
         unredeemed,

                           (v)      that on the Redemption Date the Redemption
         Price (and accrued interest and Liquidated Damages to the Redemption
         Date, if any, payable as provided in Section 1107) will become due and
         payable upon each such Security, or the portion thereof, to be
         redeemed, and, unless the Company defaults in making the redemption
         payment, that interest on Securities called for redemption (or the
         portion thereof) will cease to accrue on and after said date,

                           (vi)     the place or places where such Securities
         are to be surrendered for payment of the Redemption Price and accrued
         interest and Liquidated Damages, if any,

                           (vii)    the name and address of the Paying Agent,

                           (viii)   that Securities called for redemption must
         be surrendered to the Paying Agent to collect the Redemption Price,

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

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

                           (xi)     the paragraph of the Securities and/or
         Section of the Indenture pursuant to which the Securities are to be
         redeemed.

                  SECTION 1106.              Deposit of Redemption Price.

                  One Business Day prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company or any
of its Subsidiaries is acting as Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and accrued interest and Liquidated Damages on, all the Securities
which are to be redeemed on that date. The Trustee or the Paying Agent will
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
Redemption Price of, and accrued interest and Liquidated Damages, if any, on,
all Securities to be redeemed or purchased.

                                       94

<PAGE>

                  SECTION 1107.              Securities Payable on Redemption
Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified (together with accrued
interest and Liquidated Damages, if any, to the Redemption Date), and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest and Liquidated Damages) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest and Liquidated Damages, if
any, to the Redemption Date; 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 Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Regular Record Date
or Special Record Date, as the case may be, according to their terms and the
provisions of Section 309 and Liquidated Damages shall be payable to the Holders
of such Securities as provided in the Registration Rights Agreement.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Securities.

                  SECTION 1108.              Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part (pursuant to
the provisions of this Article) shall be surrendered at the office or agency of
the Company maintained for such purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Security at the expense of the Company, a new Security or
Securities, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered, provided, that each such new
Security will be in a principal amount of $1,000 or integral multiple thereof.

                  SECTION 1109.              Mandatory Redemption

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Securities.

                  SECTION 1110.              Offer to Purchase by Application of
Excess Proceeds.

                  In the event that, pursuant to Section 1017 hereof, the
Company is required to commence an offer to all Holders to purchase Securities
(an "Asset Sale Offer"), it will follow the procedures specified below.

                  The Asset Sale Offer shall be made to all Holders and all
holders of other Indebtedness that is pari passu with the Securities containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales and assets. The Asset Sale
Offer will remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company will apply all Excess Proceeds (the "Offer Amount") to the
purchase of Securities

                                       95

<PAGE>

and such other pari passu Indebtedness (on a pro rata basis, if applicable) or,
if less than the Offer Amount has been tendered, all Securities and other
Indebtedness tendered in response to the Asset Sale Offer. Payment for any
Securities so purchased will be made in the same manner as interest payments are
made.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest, and Liquidated Damages, if any, will be paid to the Person in whose
name a Security is registered at the close of business on such record date, and
no additional interest will be payable to Holders who tender Securities pursuant
to the Asset Sale Offer.

                  Upon the commencement of an Asset Sale Offer, the Company will
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice will contain all instructions and materials
necessary to enable such Holders to tender Securities pursuant to the Asset Sale
Offer. The notice, which will govern the terms of the Asset Sale Offer, will
state:

                           (a)      that the Asset Sale Offer is being made
         pursuant to this Section 1110 and Section 1017 hereof and the length of
         time the Asset Sale Offer will remain open;

                           (b)      the Offer Amount, the purchase price and the
         Purchase Date;

                           (c)      that any Securities not tendered or accepted
         for payment will continue to accrue interest;

                           (d)      that, unless the Company defaults in making
         such payment, any Security accepted for payment pursuant to the Asset
         Sale Offer will cease to accrue interest after the Purchase Date;

                           (e)      that Holders electing to have a Security
         purchased pursuant to an Asset Sale Offer may elect to have Securities
         purchased in integral multiples of $1,000 only;

                           (f)      that Holders electing to have a Security
         purchased pursuant to any Asset Sale Offer will be required to
         surrender the Security, with the form entitled "Option of Holder to
         Elect Purchase" on the reverse of the Note completed, or transfer by
         book-entry transfer, to the Company, a Depositary, if appointed by the
         Company, or a Paying Agent at the address specified in the notice at
         least three days before the Purchase Date;

                           (g)      that Holders will be entitled to withdraw
         their election if the Company, the Depositary or the Paying Agent, as
         the case may be, receives, not later than the expiration of the Offer
         Period, a telegram, telex, facsimile transmission or letter setting
         forth the name of the Holder, the principal amount of the Security the
         Holder delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Security purchased;

                           (h)      that, if the aggregate principal amount of
         Securities and other pari passu Indebtedness surrendered by Holders
         exceeds the Offer Amount, the Company will select the Securities and
         other pari passu Indebtedness to be purchased on a pro rata basis based
         on the principal amount of Securities and such other pari passu
         Indebtedness surrendered (with such adjustments as may be deemed
         appropriate by the Company so that only Securities in denominations of
         $1,000, or integral multiples thereof, will be purchased); and

                                       96

<PAGE>

                           (i)      that Holders whose Securities were purchased
         only in part will be issued new Securities equal in principal amount to
         the unpurchased portion of the Securities surrendered (or transferred
         by book-entry transfer).

                  On or before the Purchase Date, the Company will, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Securities or portions thereof tendered pursuant to the
Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Securities tendered, and will deliver to the Trustee an Officers' Certificate
stating that such Notes or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 1110. The Company, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any
case not later than five Business Days after the Purchase Date) mail or deliver
to each tendering Holder an amount equal to the purchase price of the Securities
tendered by such Holder and accepted by the Company for purchase, and the
Company will promptly issue a new Security, and the Trustee, upon written
request from the Company will authenticate and mail or deliver such new Security
to such Holder, in a principal amount equal to any unpurchased portion of the
Security surrendered. Any Security not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company will publicly
announce the results of the Asset Sale Offer on the Purchase Date.

                  Other than as specifically provided in this Section 1110, any
purchase pursuant to this Section 1110 shall be made pursuant to the provisions
of Sections 1102 through 1108 hereof.

                                 ARTICLE TWELVE.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1201.              Company's Option to Effect Legal
Defeasance or Covenant Defeasance.

                  The Company may, at the option of its Board of Directors in a
resolution set forth in a Company Order, at any time elect to have either
Section 1202 or Section 1203 be applied to all Outstanding Securities upon
compliance with the conditions set forth in this Article Twelve.

                  SECTION 1202.              Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1202, the Company and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 1204, be
deemed to have been discharged from their obligations with respect to all
Outstanding Securities (including the Note Guarantees) on the date the
conditions set forth in Section 1204 are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company and
the Guarantor shall be deemed to have paid and discharged the entire
Indebtedness represented by the Outstanding Securities (including the Note
Guarantees), which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1205 and the other Sections of this Indenture referred to in
(i) and (ii) below, and to have satisfied all their other obligations under such
Securities, the Note Guarantees and this Indenture (and the Trustee, on the
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
Outstanding Securities to receive, solely from the trust fund described in
Section 1204 and as more fully set forth in such Section, payments in respect of
the principal of, and premium and Liquidated Damages, if any, and interest on
such Securities when such payments are due, (ii) the Company's obligations with
respect to such Securities under Article Three and Sections 1002 and 1003
hereof, (iii) the rights, powers,

                                       97

<PAGE>

trusts, duties and immunities of the Trustee hereunder, and the Company's and
the Guarantor's obligations in connection therewith and (iv) this Article
Twelve.

                  If the Company exercises its option under this Section 1202,
payment of the principal of, or premium or Liquidated Damages, if any, or
interest on the Securities shall not be accelerated because of any Event of
Default.

                  Subject to compliance with this Article Twelve, the Company
may exercise its option under this Section 1202 notwithstanding the prior
exercise of its option under Section 1203 with respect to the Securities.

                  SECTION 1203.              Covenant Defeasance.

                  Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1203, the Company and the Guarantors will, subject to
the satisfaction of the covenants set forth in Section 1204 hereof, be released
from each of their obligations under any covenant contained in Sections 1009,
1010, 1011, 1012, 1013, 1014, 1015, 1016, 1017, 1019, 1020, 1021 or 1022, the
operation of Section 501(vi), Section 501(vii) (with respect only to Significant
Subsidiaries), Section 501(viii) (with respect only to Significant Subsidiaries)
and Section 501(ix) and the limitations contained in Sections 801(a)(iii) and
(iv) with respect to the Outstanding Securities on and after the date the
conditions set forth in Section 1204 are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities shall thereafter be deemed not to be
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder (it being understood that such Securities will not be outstanding for
accounting purposes). If the Company exercises its covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default
specified under Section 501(iv), (vi), (vii) (with respect only to Significant
Subsidiaries), (viii) (with respect only to Significant Subsidiaries) and (ix)
or because of the failure of the Company to comply with Sections 801(a)(iii) and
(iv). For this purpose, such Covenant Defeasance means that, with respect to the
Outstanding Securities and the Note Guarantees, the Company and the Guarantors
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 501, but, except as specified above, the
remainder of this Indenture and such Securities and Note Guarantees shall be
unaffected thereby.

                  SECTION 1204.              Conditions to Legal Defeasance or
Covenant Defeasance.

                  The following shall be the conditions to application of either
Section 1202 or Section 1203 to the Outstanding Securities and the Note
Guarantees:

                           (i)      The Company shall irrevocably have deposited
         or caused to be deposited with the Trustee (or another trustee
         satisfying the requirements of this Indenture who shall agree to comply
         with the provisions of this Article Twelve applicable to it) as trust
         funds, money or U.S. Government Obligations, in such amounts as will be
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants selected by the Company, to pay the
         principal of, premium and Liquidated Damages, if any, and interest due
         on the Outstanding Securities on the Stated Maturity or on the
         applicable Redemption Date as the case may be, of such principal,
         premium and Liquidated Damages, if any, or interest on the Outstanding
         Securities;

                                       98

<PAGE>

                           (ii)     in the case of Legal Defeasance, the Company
         shall have delivered to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee (which opinion may be
         subject to customary assumptions and exclusions) confirming that (A)
         the Company has received from, or there has been published by, the
         United States Internal Revenue Service a ruling or (B) since the date
         of this Indenture, there has been a change in the applicable U.S.
         Federal income tax law, in either case to the effect that, and based
         thereon such Opinion of Counsel in the United States (which opinion may
         be subject to customary assumptions and exclusions) shall confirm that,
         the Holders of the Outstanding Securities will not recognize income,
         gain or loss for U.S. Federal income tax purposes as a result of such
         Legal Defeasance and will be subject to U.S. Federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such Legal Defeasance had not occurred;

                           (iii)    in the case of Covenant Defeasance, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that,
         subject to customary assumptions and exclusions, the Holders of the
         Outstanding Securities will not recognize income, gain or loss for U.S.
         Federal income tax purposes as a result of such Covenant Defeasance and
         will be subject to such tax on the same amounts, in the same manner and
         at the same times as would have been the case if such Covenant
         Defeasance had not occurred;

                           (iv)     no Default or Event of Default shall have
         occurred and be continuing on the date of such deposit (other than a
         Default or Event of Default resulting from the borrowing of funds to be
         applied to such deposit);

                           (v)      such Legal Defeasance or Covenant Defeasance
         shall not result in a breach or violation of, or constitute a default
         under, any material agreement or instrument (other than this Indenture)
         to which the Company or any Guarantor or any of their Subsidiaries is a
         party or by which the Company or any Guarantor or any of their
         Subsidiaries is bound;

                           (vi)     the Company shall have delivered to the
         Trustee an Officer's Certificate stating that the deposit was not made
         by the Company with the intent of defeating, hindering, delaying or
         defrauding any creditors of the Company or any Guarantor or others;

                           (vii)    the Company shall have delivered to the
         Trustee an Officer's Certificate and an Opinion of Counsel in the
         United States (which Opinion of Counsel may be subject to customary
         assumptions and exclusions) each stating that all conditions precedent
         provided for or relating to the Legal Defeasance or the Covenant
         Defeasance, as the case may be, have been complied with; and

                           (viii)   the Company shall have delivered to the
         Trustee the opinion of a nationally recognized firm of independent
         public accountants stating the matters set forth in paragraph (i)
         above.

                  SECTION 1205.              Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 1205, the "Trustee") pursuant to Section 1204 in
respect of the Outstanding Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying

                                       99

<PAGE>

Agent (including the Company or its Subsidiaries or Affiliates acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium and
Liquidated Damages, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law. Money and U.S. Government
Obligations so held in trust are not subject to Article Thirteen.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1204 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities.

                  Anything in this Article Twelve to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company request any money or U.S. Government Obligations held by it as
provided in Section 1204 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance, as applicable, in accordance with this Article.

                  SECTION 1206.              Reinstatement.

                  If the Trustee or any Paying Agent is unable to apply any
money or Government Obligations in accordance with Section 1205 by reason of any
legal proceeding or by any reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantor's obligations under this
Indenture and the Securities and Note Guarantees shall be revived and reinstated
as though no deposit had occurred pursuant to Section 1202 or 1203, as the case
may be, until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 1205; provided, however, that if the
Company makes any payment of principal of, or premium or Liquidated Damages, if
any, or interest on any Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money and U.S. Government Obligations held by
the Trustee or Paying Agent.

                                ARTICLE THIRTEEN.

                           SUBORDINATION OF SECURITIES

                  SECTION 1301.              Securities Subordinate to Senior
Indebtedness.

                  The Company covenants and agrees, and each Holder of a
Security, by his acceptance thereof, likewise covenants and agrees, for the
benefit of the holders, from time to time, of Senior Indebtedness that, to the
extent and in the manner hereinafter set forth in this Article, the Indebtedness
represented by the Securities and the payment of the principal of, and premium
and Liquidated Damages, if any, and interest on each and all of the Securities
and all other Subordinated Obligations are hereby expressly made subordinate and
subject in right of payment as provided in this Article to the prior payment in
full in cash or Cash Equivalents of all Senior Indebtedness, whether outstanding
on the date of this Indenture or thereafter incurred, created, assumed or,
except as set forth in Section 1014, guaranteed. The Securities will in all
respects rank pari passu with all other Senior Subordinated Indebtedness of the
Company.

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                  SECTION 1302.              Payment over of Proceeds upon
Dissolution, Etc.

                  Upon any payment or distribution of the assets of the Company
upon a total or partial liquidation or dissolution or reorganization or
bankruptcy, insolvency or receivership of or similar proceeding relating to the
Company or its property:

                           (i)      the holders of Senior Indebtedness will be
         entitled to receive payment in full in cash or Cash Equivalents of the
         Senior Indebtedness (including interest after, or which would accrue
         but for, the commencement of any proceeding at the rate specified in
         the applicable Senior Indebtedness, whether or not a claim for such
         interest would be allowed in a proceeding) before the Holders of the
         Securities are entitled to receive any payment, and

                           (ii)     until the Senior Indebtedness is paid in
         full in cash or Cash Equivalents, any payment or distribution to which
         Holders of the Securities would be entitled but for the subordination
         provisions of this Indenture will be made to holders of the Senior
         Indebtedness as their interests may appear (except that Holders of
         Securities may receive securities that are subordinated at least to the
         same extent as the Securities to the Senior Indebtedness and any
         securities issued in exchange for any Senior Indebtedness).

                  SECTION 1303.              Suspension of Payment When Senior
Indebtedness in Default.

                  (a)      The Company may not pay principal of, or premium or
Liquidated Damages, if any, or interest on, the Securities or make any deposit
pursuant to the provisions described under "Defeasance" and may not otherwise
purchase, redeem or otherwise retire any Securities (collectively, "pay the
Securities") if:

                           (i)      any Senior Indebtedness is not paid when due
         in cash or Cash Equivalents; or

                           (ii)     any other default on Senior Indebtedness
         occurs and the maturity of such Senior Indebtedness is accelerated in
         accordance with its terms unless (A) the default has been cured or
         waived and any such acceleration has been rescinded in writing or (B)
         such Senior Indebtedness has been paid in full in cash or Cash
         Equivalents;

provided, however that the Company may pay the Securities without regard to the
foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of the Senior Indebtedness with respect to which
either of the events set forth in clause (i) or (ii) above has occurred and is
continuing.

                  (b)      During the continuance of any default (other than a
default described in clause (a) (i) or (a) (ii) above) with respect to any
Designated Senior Indebtedness, the Company may not pay the Securities for a
period (a "Payment Blockage Period") commencing upon the receipt by the Trustee
(with a copy to the Company) of written notice (a "Blockage Notice") of such
default from the Representative of the holders of such Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (i) by written notice to the Trustee from the Person or Persons who
gave such Blockage Notice, (ii) because the default giving rise to such Blockage
Notice is no longer continuing or (iii) because such Designated Senior
Indebtedness has been repaid in full in cash (or such payment has been duly
provided for in a manner acceptable to the holders of such Designated Senior
Indebtedness)). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to Section 1303(a)), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders

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have accelerated the maturity of such Designated Senior Indebtedness, the
Company may resume payments on the Securities after the end of such Payment
Blockage Period. Not more than one Blockage Notice may be given in any
consecutive 360-day period, irrespective of the number of defaults with respect
to Designated Senior Indebtedness during such period. However, if a Blockage
Notice is given by a holder of Designated Senior Indebtedness other than Bank
Indebtedness during the 360-day period, representative of Bank Indebtedness may
give another Blockage Notice during the 360-day period. In no event, however,
may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days during any 360 consecutive day period.

                  SECTION 1304.              Acceleration of Securities.

                  If payment of the Securities is accelerated because of an
Event of Default, the Company or the Trustee shall promptly notify the holders
of the Designated Senior Indebtedness or the Representative of such holders of
the acceleration. The Company may not pay the Securities until five Business
Days after such holders or the Representative of the Designated Senior
Indebtedness receive notice of such acceleration and, thereafter, may pay the
Securities only if the subordination provisions of this Indenture otherwise
permit payment at that time.

                  SECTION 1305.              When Distribution Must Be Paid
Over.

                  If a distribution is made to Holders of the Securities that,
due to the provisions of this Article Thirteen, should not have been made to
them, such Holders are required to hold it in trust for the Holders of Senior
Indebtedness and pay it over to them as their interests may appear.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article Thirteen, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Company or any other Person money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
Thirteen, except if such payment is made as a result of the willful misconduct
or gross negligence of the Trustee.

                  SECTION 1306.              Notice by Company.

                  The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
Obligations with respect to the Securities that violate this Article, but
failure to give such notice shall not affect the subordination of the Securities
to the Senior Indebtedness as provided in this Article Thirteen.

                  SECTION 1307.              Payment Permitted If No Default.

                  Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent the Company, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other marshalling
of assets and liabilities of the Company referred to in Section 1302 or under
the conditions described in Section 1303, from making payments at any time of
principal of, or premium or Liquidated Damages, if any, or interest on the
Securities.

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                  SECTION 1308.              Subrogation to Rights of Holders of
Senior Indebtedness.

                  Subject to the payment in full of all Senior Indebtedness in
cash or Cash Equivalents, the Holders shall be subrogated (equally and ratably
with the holders of all pari passu Indebtedness of the Company) to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
Subordinated Obligations shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of Senior Indebtedness
of any cash, property or securities to which the Holders of the Securities or
the Trustee would be entitled except for the provisions of this Article, and no
payments pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities or on their behalf or by the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness; it
being understood that the provisions of this Article are intended solely for the
purpose of determining the relative rights of the Holders of the Securities, on
the one hand, and the holders of Senior Indebtedness, on the other hand.

                  SECTION 1309.              Provisions Solely to Define
Relative Rights.

                  The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as between the Company and the Holders, the obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of, and premium and Liquidated Damages, if any, and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; (b) affect the relative rights against the Company of the Holders
and creditors of the Company other than their rights in relation to holders of
Senior Indebtedness; or (c) 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 of the holders of
Senior Indebtedness. If the Company fails because of this Article to pay
principal, or premium or Liquidated Damages, if any, or interest on a Security
on the due date, the failure is still a Default or Event of Default.

                  SECTION 1310.              Trustee to Effectuate
Subordination.

                  Each Holder of a Security by his acceptance thereof authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes. If the Trustee does not file a proper proof of claim or proof of debt
in the form required in any proceeding referred to in Section 504 hereof at
least 30 days before the expiration of the time to file such claim, the agent
bank under the Senior Credit Facility (if such facility is still outstanding) is
hereby authorized to file an appropriate claim for and on behalf of the Holders
of the Securities.

                  SECTION 1311.              Subordination May Not Be Impaired
by Company.

                  No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

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                  SECTION 1312.              Distribution or Notice to
Representative.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness, the distribution may be made and the notice
given to their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Thirteen, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other acts pertinent
thereto or to this Article Thirteen.

                  SECTION 1313.              Notice to Trustee.

                  (a)      The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company, agent bank under the Senior Credit Facility or a
holder of Senior Indebtedness or from any trustee, fiduciary or agent therefor;
and, prior to the receipt of any such written notice, the Trustee, subject to
TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume
that no such facts exist; provided, however, that, if the Trustee shall not have
received the notice provided for in this Section at least three Business Days
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of,
or premium or Liquidated Damages, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

                  (b)      Subject to TIA Sections 315(a) through 315(d), the
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

                  SECTION 1314.              Reliance on Judicial Order or
Certificate of Liquidating Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to TIA Sections 315(a) through
315(d), and the Holders of the Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian,

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assignee for the benefit of creditors, agent or other Person making such payment
or distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article;
provided that such court, trustee, receiver, custodian, assignee, agent or other
Person has been apprised of, or the order, decree or certificate makes reference
to, the provisions of this Article.

                  SECTION 1315.              Rights of Trustee as a Holder of
Senior Indebtedness; Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Any Agent may do the same with like rights.
Nothing in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 607.

                  SECTION 1316.              Article Applicable to Paying
Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1315 shall not apply to the Company or any Affiliate or
Subsidiary of the Company if it or such Affiliate or Subsidiary acts as Paying
Agent.

                  SECTION 1317.              No Suspension of Remedies.

                  Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law, except as provided in Article Five.

                  SECTION 1318.              Modification of Terms of Senior
Indebtedness.

                  Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders or the Trustee.

                  No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Thirteen or of the Securities relating to the subordination thereof.

                  SECTION 1319.              Trust Moneys Not Subordinated.

                  Notwithstanding anything contained herein to the contrary,
payments from cash or the proceeds of U.S. Government Obligations held in trust
under Article Twelve hereof by the Trustee (or

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other qualifying trustee) and which were deposited in accordance with the terms
of Article Twelve hereof and not in violation of Section 1303 hereof for the
payment of principal of, and premium and Liquidated Damages, if any, and
interest on the Securities shall not be subordinated to the prior payment of any
Senior Indebtedness or subject to the restrictions set forth in this Article
Thirteen, and none of the Holders shall be obligated to pay over any such amount
to the Company or any holder of Senior Indebtedness or any other creditor of the
Company.

                  SECTION 1320.              Trustee Not Fiduciary for Holders
of Senior Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
if the Trustee shall in good faith mistakenly pay over or distribute to Holders
of Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

                                ARTICLE FOURTEEN.

                                   GUARANTEES

                  SECTION 1401.              Note Guarantees.

                  (a)      With the exception of any Non-Guarantor Subsidiaries,
each Domestic Subsidiary of the Company as of the date hereof, will act as a
Guarantor. Each Guarantor hereby unconditionally and irrevocably guarantees,
jointly and severally, to each Holder of a Security authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Securities or the
obligations of the Company hereunder or thereunder, on an unsecured senior
subordinated basis (i) the full and punctual payment of principal of, and
premium and Liquidated Damages, if any, and interest on the Securities when due,
whether at maturity, by acceleration, by redemption, by required repurchase or
otherwise, and interest on the overdue principal of and interest on the
Securities, if any, if lawful, and all other monetary obligations of the Company
and the Guarantors under this Indenture and the Securities and (ii) the full and
punctual performance within applicable grace periods of all other obligations of
the Company and the Guarantors under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the "Guaranteed Obligations").
Each Guarantor agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without further notice or further assent from such
Guarantor and that such Guarantor will remain bound under this Article Fourteen
notwithstanding any extension or renewal of any Guaranteed Obligation.

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

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subject to Section 1406, any change in the ownership of such Guarantor; or (g)
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.

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

                  (d)      Except as expressly set forth in Sections 1403, 1405,
1202 and 1203, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Guarantor herein shall
not be discharged or impaired or otherwise affected by the failure of any Holder
or the Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of such guarantor or would otherwise operate as a discharge
of such Guarantor as a matter of law or equity.

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

                  (f)      In furtherance of the foregoing and not in limitation
of any other right which any Holder or the Trustee has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, each
Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (i) the unpaid amount of such Guaranteed
Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations
(but only to the extent not prohibited by law) and (iii) all other monetary
Guaranteed Obligations of the Company or the Guarantors to the Holders and the
Trustee.

                  (g)      Each Guarantor agrees that it will not be entitled to
any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in
Article Eight for the purposes of such Note Guarantee herein, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in
Article Five, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 1401. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantee.

                  (h)      Each Guarantor also agrees to pay any and all costs
and expenses (including attorneys' fees and disbursements) incurred by the
Trustee or any Holder in enforcing or obtaining advice

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of counsel in respect of any rights with respect to or collecting from such
Guarantor under this Note Guarantee under this Section 1401.

                  SECTION 1402.              Subordination of Note Guarantee.

                  The Guaranteed Obligations of each Guarantor under its Note
Guarantee pursuant to this Article Fourteen will be junior and subordinated to
the Guarantor Senior Indebtedness of such Guarantor on the same basis as the
Securities are junior and subordinated to Senior Indebtedness of the Company.
For the purposes of the foregoing sentence, the Trustee and the Holders will
have the right to receive and/or retain payments by any of the Guarantors only
at such times as they may receive and/or retain payments in respect of the
Securities pursuant to this Indenture, including Article Thirteen hereof.

                  SECTION 1403.              Limitation on Liability.

                  Each Guarantor, and by its acceptance of Securities, each
Holder, hereby confirms that it is the intention of all such parties that the
Note Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Note Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the Guarantor Obligations of such Guarantor will be limited to the maximum
amount that will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the Guarantor Obligations of such other Guarantor under this Article
Fourteen, result in the Guarantor Obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent transfer or conveyance.

                  SECTION 1404.              No Waiver.

                  Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this
Article Fourteen shall operate as a waiver thereof, or shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article Fourteen at law,
in equity, by statute or otherwise.

                  SECTION 1405.              Modification.

                  No modification, amendment or waiver of any provision of this
Article Fourteen, nor the consent to any departure by any Guarantor therefrom,
shall in any event be effective unless the same shall be in compliance with
Article Nine of this Indenture, be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance and
for the purposes for which given. No notice to or demand on any Guarantor in any
case shall entitle such Guarantor to any other or further notice or demand in
the same, similar or other circumstance.

                  SECTION 1406.              Consolidation and Merger

                  Each Guarantor is permitted to consolidate or merge into or
sell its assets to the Company or another Wholly Owned Subsidiary of the Company
that is a Guarantor without limitation. Each Guarantor is permitted to
consolidate with or merge into or sell all or substantially all of its assets to
a corporation, partnership, trust, limited partnership, limited liability
company or other similar entity other

                                      108

<PAGE>

than the Company or another Wholly Owned Subsidiary of the Company that is a
Guarantor if: (i) the provisions under this Indenture, including Section 1017,
are complied with; and (ii) such Guarantor is released from all of its
obligations under this Indenture and its Note Guarantee pursuant to Article Nine
hereof. However, termination of the Note Guarantee will only occur to the extent
that the Guarantor's obligations under the Senior Credit Facility and all of its
Guarantees of any other Indebtedness of the Company also terminate.

                  SECTION 1407.              Release of Guarantor.

                  Upon the occurrence of a sale or other disposition (including
by way of consolidation or merger) of a Guarantor or the sale or disposition of
all or substantially all the assets of such Guarantor (in each case other than
to the Company or an Affiliate of the Company) pursuant to and in accordance
with the terms and provisions of this Indenture, such Guarantor shall be deemed
released from all obligations under this Article Fourteen without any further
action required on the part of the Trustee or any Holder; provided, however,
that any such release will occur only to the extent that all obligations of such
Guarantor under the Senior Credit Facility and all of its Guarantees of, and
under all of its pledges of assets or other security interests which secure, any
other Indebtedness of the Company will also terminate concurrently with such
release and, provided further that that the Net Available Cash of such sale or
other disposition is applied in accordance with the applicable provisions of
this Indenture, including without limitation Section 1017 hereof. At the request
of the Company and upon receipt of an Officer's Certificate and an Opinion of
Counsel to the effect that such sale or other disposition was made by the
Company in accordance with the provisions of this Indenture, including without
limitation Section 1017 hereof, the Trustee shall execute and deliver an
appropriate instrument provided to it evidencing such release.

                  SECTION 1408.              Execution and Delivery of Note
Guarantee.

                  To evidence its Note Guarantee set forth in Section 1401, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit D hereto will be endorsed by an Officer of such
Guarantor on each Security authenticated and delivered by the Trustee and that
this Indenture will be executed on behalf of such Guarantor by one of its
Officers.

                  Each Guarantor hereby agrees that its Note Guarantee set forth
in Section 1401 will remain in full force and effect notwithstanding any failure
to endorse on each Security a notation of such Note Guarantee.

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

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

                  In the event that the Company creates or acquires any Domestic
Subsidiary after the date of this Indenture, if required by Section 1020 hereof,
the Company will cause such Domestic Subsidiary to comply with the provisions of
Section 1020 hereof and this Article Fourteen, to the extent applicable.

                                      109

<PAGE>

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

                                             RENT-A-CENTER, INC.

                                             By: /s/ MARK E. SPEESE
                                                 ------------------------------
                                              Mark E. Speese
                                              Chairman of the Board and
                                                   Chief Executive Officer

                                             RENT-A-CENTER EAST, INC.

                                             By: /s/ MARK E. SPEESE
                                                 ------------------------------
                                              Mark E. Speese
                                              President

                                             COLORTYME, INC.

                                             By: /s/ MARK E. SPEESE
                                                 ------------------------------
                                              Mark E. Speese
                                              Vice President

                                             RENT-A-CENTER WEST, INC.

                                             By: /s/ MARK E. SPEESE
                                                 ------------------------------
                                              Mark E. Speese
                                              President

                                      110

<PAGE>

                                             GET IT NOW, LLC

                                             By: /s/ MARK E. SPEESE
                                                 ------------------------------
                                              Mark E. Speese
                                              President

                                             RENT-A-CENTER TEXAS, L.P.

                                             By: /s/ MARK E. SPEESE
                                                 ------------------------------
                                              Mark E. Speese
                                              Chief Executive Officer

                                             RENT-A-CENTER TEXAS, L.L.C.

                                             By: /s/ JAMES ASHWORTH
                                                 -----------------------------
                                              James Ashworth
                                              President

                                      111

<PAGE>

                                             THE BANK OF NEW YORK,
                                             as Trustee

                                             By: /s/ VAN K. BROWN
                                                 ------------------------------
                                                 Van K. Brown
                                                 Vice President

                                       112

<PAGE>


                                                                       EXHIBIT A

                         FORM OF CERTIFICATE OF TRANSFER

Rent-A-Center, Inc.
5700 Tennyson Parkway, Third Floor
Plano, Texas 75024

The Bank of New York
5 Penn Plaza, 13th Floor
New York, New York 10001

    Re:  7 1/2% Senior Subordinated Notes due 2010

                  Reference is hereby made to the Indenture, dated as of May 6,
2003 (the "Indenture"), among Rent-A-Center, Inc, a Delaware corporation, as
issuer (the "Company"), the Guarantors named on the signature pages thereto and
The Bank of New York, a New York banking corporation, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

                  ___________________, (the "Transferor") owns and proposes to
transfer the Security[ies] or interest in such Security[ies] specified in Annex
A hereto, in the principal amount of $___________ in such Security[ies] or
interests (the "Transfer"), to ___________________________ (the "Transferee"),
as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

                  1.  [ ]  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE RULE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO RULE 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

                  2.  [ ]  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a Person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the

                                       A-1

<PAGE>

registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

                  3.  [ ]  CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)      [ ] such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      [ ] such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)      [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)      [ ] such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         C to the Indenture and (2) an Opinion of Counsel provided by the
         Transferor or the Transferee (a copy of which the Transferor has
         attached to this certification), to the effect that such Transfer is in
         compliance with the Securities Act. Upon consummation of the proposed
         transfer in accordance with the terms of the Indenture, the transferred
         beneficial interest or Definitive Note will be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the IAI Global Note and/or the Definitive Notes and in the
         Indenture and the Securities Act.

                  4.  [ ]  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
DEFINITIVE NOTE.

                  (a) [ ]  CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i)
The Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement

                                      A-2

<PAGE>

Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

                  (b) [ ]  CHECK IF TRANSFER IS PURSUANT TO REGULATION S.
(i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (c) [ ]  CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                           _____________________________________
                                                [Insert Name of Transferor]

                                           By:__________________________________
                                            Name:
                                            Title:

Dated:  _______________________

                                       A-3

<PAGE>

                                                                      ANNEX    A

                       ANNEX A TO CERTIFICATE OF TRANSFER

               1.       The Transferor owns and proposes to transfer the
                        following:

                             [CHECK ONE OF (a) OR (b)]

                                 (a)    [ ] a beneficial interest in the:

                        (i)   [ ] Rule 144A Global Note (CUSIP _________), or

                        (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                        (iii) [ ] IAI Global Note (CUSIP _________); or

                   (b)  [ ]  a Restricted Definitive Note.

               2.       After the Transfer the Transferee will hold:

                                       [CHECK ONE]

                   (a)  [ ]  a beneficial interest in the:

                        (i)   [ ] Rule 144A Global Note (CUSIP _________), or

                        (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                        (iii) [ ] IAI Global Note (CUSIP _________); or

                        (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

                   (b)  [ ]  a Restricted Definitive Note; or

                   (c)  [ ]  an Unrestricted Definitive Note,

                   in accordance with the terms of the Indenture.

                                       A-4

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF EXCHANGE

Rent-A-Center, Inc.
5700 Tennyson Parkway, Third Floor
Plano, Texas 75024

The Bank of New York
5 Penn Plaza, 13th Floor
New York, New York 10001

         Re:  7 1/2% Senior Subordinated Notes due 2010

                              (CUSIP ____________)

                  Reference is hereby made to the Indenture, dated as of May 6,
2003 (the "Indenture"), among Rent-A-Center, Inc, a Delaware corporation, as
issuer (the "Company"), the Guarantors named on the signature pages thereto and
The Bank of New York, a New York banking corporation, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

                  __________________________, (the "Owner") owns and proposes to
exchange the Security[ies] or interest in such Security[ies] specified herein,
in the principal amount of $____________ in such Security[ies] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

                  1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

                  (a) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the Securities Act of 1933,
as amended (the "Securities Act"), (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  (b) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                                       B-1

<PAGE>

                  (c) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

                  (a) [ ]  CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  (b) [ ]  CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] [ ]Rule 144A Global Note, [ ] Regulation S Global Note, [ ] IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                          ______________________________________
                                                [Insert Name of Transferor]

                                          By:___________________________________
                                           Name:
                                           Title:

Dated: ______________________

                                       B-2

<PAGE>

                                                                       EXHIBIT C

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Rent-A-Center, Inc.
5700 Tennyson Parkway, Third Floor
Plano, Texas 75024

The Bank of New York
5 Penn Plaza, 13th Floor
New York, New York 10001

         Re:  7 1/2% Senior Subordinated Notes due 2010

                  Reference is hereby made to the Indenture, dated as of May 6,
2003 (the "Indenture"), among Rent-A-Center, Inc, a Delaware corporation, as
issuer (the "Company"), the Guarantors named on the signature pages thereto and
The Bank of New York, a New York banking corporation, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

                  In connection with our proposed purchase of $____________
aggregate principal amount of:

                  (a) [ ]  a beneficial interest in a Global Note, or

                  (b) [ ]  a Definitive Note,

                  we confirm that:

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

                  2.       We understand that the offer and sale of the
Securities have not been registered under the Securities Act, and that the
Securities and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf
of any accounts for which we are acting as hereinafter stated, that if we should
sell the Securities or any interest therein, we will do so only (A) to the
Company or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a "qualified institutional buyer" (as defined therein), (C) to
an institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter
and an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such transfer is in compliance with the Securities Act, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any Person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

                                       C-1

<PAGE>

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

                  4.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the
Securities, and we and any accounts for which we are acting are each able to
bear the economic risk of our or its investment.

                  5.       We are acquiring the Securities or beneficial
interest therein purchased by us for our own account or for one or more accounts
(each of which is an institutional "accredited investor") as to each of which we
exercise sole investment discretion.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                   _____________________________________________
                                        [Insert Name of Accredited Investor]

                                   By:__________________________________________
                                    Name:
                                    Title:

Dated: _______________________

                                       C-2

<PAGE>

                                                                       EXHIBIT D

                         [FORM OF NOTATION OF GUARANTEE]

                  For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of May 6, 2003 (the "Indenture")
among Rent-A-Center, Inc., a Delaware corporation, (the "Company"), the
Guarantors listed in the signature pages thereto and The Bank of New York, a New
York banking corporation, as trustee (the "Trustee"), (a) the due and punctual
payment of the principal of, premium and Liquidated Damages, if any, and
interest on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of and interest on the Securities, if any, if lawful, and
the due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Securities or any
of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Securities and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article Fourteen of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee. Each Holder of a Security, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Note Guarantee shall cease to
be so subordinated and subject in right of payment upon any defeasance of this
Security in accordance with the provisions of the Indenture.

                                          [NAME OF GUARANTOR(S)]

                                          By:__________________________________
                                          Name:
                                          Title:

                                       D-1

<PAGE>

                                                                       EXHIBIT E

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of ________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Rent-A-Center, Inc. (or its permitted successor),
a Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, a New
York banking corporation, as trustee under the indenture referred to below (the
"Trustee").

                              W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of May 6, 2003 providing
for the issuance of an aggregate principal amount of up to $300,000,000 of
7 1/2% Senior Subordinated Notes due 2010 (the "Securities");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the
Securities and the Indenture on the terms and conditions set forth herein (the
"Note Guarantee"); and

                  WHEREAS, pursuant to Section 901 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Securities as follows:

                  1.       CAPITALIZED TERMS. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.

                  2.       AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary
hereby agrees as follows:

                           (a)      Along with all the Guarantors named in the
         Indenture, to unconditionally and irrevocably guarantee, jointly and
         severally, to each Holder of a Security authenticated and delivered
         by the Trustee and to the Trustee and its successors and assigns,
         irrespective of the validity and enforceability of this Indenture,
         the Securities or the obligations of the Company hereunder or
         thereunder, on an unsecured senior subordinated basis (i) the full
         and punctual payment of principal of, and premium and Liquidated
         Damages, if any, and interest on the Securities when due, whether at
         maturity, by acceleration, by redemption, by required repurchase or
         otherwise, and interest on the overdue principal of and interest on
         the Securities, if any, if lawful, and all other monetary obligations
         of the Company under the Indenture and the Securities and the
         Guaranteeing Subsidiary under this Supplemental Indenture and the
         Securities and (ii) the full and punctual performance within
         applicable grace periods of all other obligations of the Company
         under the Indenture and the Securities and the Guaranteeing
         Subsidiary under this Supplemental Indenture and the Securities (all
         the foregoing being hereinafter collectively called the "Guaranteed
         Obligations"). The Guaranteeing Subsidiary agrees that the Guaranteed
         Obligations may be extended or renewed, in whole or in part, without
         further notice or further assent from such Guaranteeing Subsidiary
         and that such Guaranteeing Subsidiary will remain bound under this
         Section 2(a) notwithstanding any extension or renewal of any
         Guaranteed Obligation.

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<PAGE>

                           (b)      Along with all the Guarantors named in the
         Indenture, waives presentation to, demand of, payment from and
         protest to the Company of any of the Guaranteed Obligations and also
         waives notice of protest for nonpayment. The Guaranteeing Subsidiary
         waives notice of any default under the Securities or the Guaranteed
         Obligations. The Guaranteed Obligations of the Guaranteeing
         Subsidiary hereunder shall not be affected by (a) the failure of any
         Holder or the Trustee to assert any claim or demand or to enforce any
         right or remedy against the Company or any other Person under the
         Indenture, this Supplemental Indenture or the Securities or any other
         agent or otherwise; (b) any extension or renewal of any thereof; (c)
         any rescission, waiver, amendment or modification of any of the terms
         or provisions of the Indenture, the Supplemental Indenture, the
         Securities or any other agreement; (d) the release of any security
         held by any Holder or the Trustee for the Guaranteed Obligations or
         any of them; (e) the failure of any Holder or the Trustee to exercise
         any right or remedy against any other guarantor of the Guaranteed
         Obligations; (f) subject to Section 1406 of the Indenture, any change
         in the ownership of the Guaranteeing Subsidiary; or (g) any other
         circumstance which might otherwise constitute a legal or equitable
         discharge or defense of a guarantor.

                           (c)      Along with all the Guarantors named in the
         Indenture, that its Note Guarantee herein constitutes a guarantee of
         payment, performance and compliance when due (and not a guarantee of
         collection) and waives any right to require that any resort be had by
         any Holder or the Trustee to any security held for payment of the
         Guaranteed Obligations.

                           (d)      Along with all the Guarantors named in the
         Indenture, except as expressly set forth in Sections 1403, 1405, 1202
         and 1203 of the Indenture, the obligations of the Guaranteeing
         Subsidiary hereunder shall not be subject to any reduction,
         limitation, impairment or termination for any reason, including any
         claim of waiver, release, surrender, alteration or compromise, and
         shall not be subject to any defense of setoff, counterclaim,
         recoupment or termination whatsoever or by reason of the invalidity,
         illegality or unenforceability of the Guaranteed Obligations or
         otherwise. Without limiting the generality of the foregoing, the
         obligations of the Guaranteeing Subsidiary herein shall not be
         discharged or impaired or otherwise affected by the failure of any
         Holder or the Trustee to assert any claim or demand or to enforce any
         remedy under the Indenture, this Supplemental Indenture, the
         Securities or any other agreement, by any waiver or modification of
         any thereof, by any default, failure or delay, willful or otherwise,
         in the performance of the obligations, or by any other act or thing
         or omission or delay to do any other act or thing which may or might
         in any manner or to any extent vary the risk of such guarantor or
         would otherwise operate as a discharge of the Guaranteeing Subsidiary
         as a matter of law or equity.

                           (e)      Along with all the Guarantors named in the
         Indenture, the Guaranteeing Subsidiary further agrees that its Note
         Guarantee herein shall continue to be effective or be reinstated, as
         the case may be, if at any time payment, or any part thereof, of
         principal of or interest on any Guaranteed Obligation is rescinded or
         must otherwise be restored by any Holder or the Trustee upon the
         bankruptcy or reorganization of the Company or otherwise.

                           (f)      In furtherance of the foregoing and not in
         limitation of any other right which any Holder or the Trustee has at
         law or in equity against the Guaranteeing Subsidiary or any other
         Guarantor by virtue hereof, upon the failure of the Company to pay
         the principal of or interest on any Guaranteed Obligation when and as
         the same shall become due, whether at maturity, by acceleration, by
         redemption or otherwise, or to perform or comply with any other
         Guaranteed Obligation, the Guaranteeing Subsidiary, along with all
         the Guarantors named in the Indenture, hereby promises to and will,
         upon receipt of written demand by the Trustee, forthwith pay, or
         cause to be paid, in cash, to the Holders or the Trustee an amount
         equal to the sum of (i)

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<PAGE>

         the unpaid amount of such Guaranteed Obligations, (ii) accrued and
         unpaid interest on such Guaranteed Obligations (but only to the extent
         not prohibited by law) and (iii) all other monetary Guaranteed
         Obligations of the Company, the Guaranteeing Subsidiary or the
         Guarantors to the Holders and the Trustee.

                           (g)      Along with all the Guarantors named in the
         Indenture, the Guaranteeing Subsidiary agrees that it will not be
         entitled to any right of subrogation in relation to the Holders in
         respect of any obligations guaranteed hereby until payment in full of
         all obligations guaranteed hereby. The Guaranteeing Subsidiary agrees
         that, as between it, on the one hand, and the Holders and the
         Trustee, on the other hand, (x) the maturity of the Guaranteed
         Obligations guaranteed hereby may be accelerated as provided in
         Article Eight for the purposes of such Note Guarantee herein,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the Guaranteed Obligations guaranteed
         hereby, and (y) in the event of any declaration of acceleration of
         such Guaranteed Obligations as provided in Article Five, such
         Guaranteed Obligations (whether or not due and payable) shall
         forthwith become due and payable by the Guaranteeing Subsidiary for
         the purposes of this Section 2(g). The Guaranteeing Subsidiary will
         have the right to seek contribution from any non-paying Guarantor so
         long as the exercise of such right does not impair the rights of the
         Holders under the Note Guarantee.

                           (h)      Along with all the Guarantors named in the
         Indenture, the Guaranteeing Subsidiary also agrees to pay any and all
         costs and expenses (including attorneys' fees and disbursements)
         incurred by the Trustee or any Holder in enforcing or obtaining
         advice of counsel in respect of any rights with respect to or
         collecting from such Guarantor under this Note Guarantee under this
         Section 2(g).

                  3.       EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary
agrees that the Note Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such Note
Guarantee.

                  4.       GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON
CERTAIN TERMS.

                  Along with all the Guarantors named in the Indenture, the
Guaranteeing Subsidiary is permitted to consolidate or merge into or sell its
assets to the Company or another Wholly Owned Subsidiary of the Company that is
a Guarantor without limitation. The Guaranteeing Subsidiary is permitted to
consolidate with or merge into or sell all or substantially all of its assets to
a corporation, partnership, trust, limited partnership, limited liability
company or other similar entity other than the Company or another Wholly Owned
Subsidiary of the Company that is a Guarantor if: (i) the provisions under the
Indenture, including Section 1017, are complied with; and (ii) the Guaranteeing
Subsidiary is released from all of its obligations under the Indenture, this
Supplemental Indenture and its Note Guarantee pursuant to Article Nine of the
Indenture. However, termination of the Note Guarantee will only occur to the
extent that the Guaranteeing Subsidiary's obligations under the Senior Credit
Facility and all of its Guarantees of any other Indebtedness of the Company also
terminate.

                  5.       RELEASES.

                  Upon the occurrence of a sale or other disposition (including
by way of consolidation or merger) of the Guaranteeing Subsidiary or the sale or
disposition of all or substantially all the assets of the Guaranteeing
Subsidiary (in each case other than to the Company or an Affiliate of the
Company) pursuant to and in accordance with the terms and provisions of the
Indenture, the Guaranteeing Subsidiary shall be deemed released from all
obligations under Article Fourteen of the Indenture and this Subsidiary
Guarantee without any further action required on the part of the Trustee or any
Holder; provided,

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<PAGE>

however, that any such release will occur only to the extent that all
obligations of the Guaranteeing Subsidiary under the Senior Credit Facility and
all of its Guarantees of, and under all of its pledges of assets or other
security interests which secure, any other Indebtedness of the Company will also
terminate concurrently with such release and, provided further that that the Net
Available Cash of such sale or other disposition is applied in accordance with
the applicable provisions of the Indenture, including without limitation Section
1017 of the Indenture. At the request of the Company and upon receipt of an
Officer's Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of
the Indenture, including without limitation Section 1017 of the Indenture, the
Trustee shall execute and deliver an appropriate instrument evidencing such
release.

                  6.       NO RECOURSE AGAINST OTHERS. No past, present or
future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Securities, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Securities. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

                  7.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

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

                  9.       EFFECT OF HEADINGS. The Section headings herein are
for convenience only and shall not affect the construction hereof.

                  10.      THE TRUSTEE. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.

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<PAGE>

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

                  Dated: _______________, 20___

                                             [GUARANTEEING SUBSIDIARY]

                                             By: _______________________________
                                             Name:
                                             Title:

                                             RENT-A-CENTER, INC.

                                             By: _______________________________
                                             Name:
                                             Title:

                                             [EXISTING GUARANTORS]

                                             By: _______________________________
                                             Name:
                                             Title:

                                             THE BANK OF NEW YORK,
                                              as Trustee

                                             By: _______________________________

                                                 Authorized Signatory

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