$19,800,000

                     8% Subordinated Secured Notes due 2009

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

                                    INDENTURE
                           Dated as of March 15, 2002
                         ------------------------------

                                     Between

                     Keystone Consolidated Industries, Inc.,

                                   as Issuer,

                                       and

                         U.S. Bank National Association,

                                   as Trustee



<PAGE>




                              CROSS REFERENCE TABLE

Trust Indenture Act Section                                 Indenture Section
    310(a)(1)......................................................8.10
       (a)(2)......................................................8.10
       (a)(3)......................................................N.A.
       (a)(4)......................................................N.A.
       (a)(5)......................................................8.10
       (b).........................................................8.3;
                                                                   8.8;
                                                                   8.10
       (c).........................................................N.A.
       311(a)......................................................8.11
       (b).........................................................8.11
       (c).........................................................N.A.
       312(a)......................................................2.5
       (b).........................................................12.3
       (c).........................................................12.3
       313(a)......................................................8.6
       (b)(1)......................................................N.A.
       (b)(2)......................................................8.6
       (c).........................................................8.6;
                                                                   12.2
       314(a)......................................................5.2;
                                                                   12.2
       (b).........................................................11.2
       (c)(1)......................................................12.4
       (c)(2)......................................................12.4
       (c)(3)......................................................12.4
       (d).........................................................11.3
       (e).........................................................12.5
       (f).........................................................N.A.
       315(a)......................................................8.1(b)
       (b).........................................................8.5;
                                                                   12.2
       (c).........................................................8.1
       (d).........................................................8.1
       (e).........................................................7.11
       316(a)(1)(A)................................................7.5
       (a)(1)(B)...................................................7.4
       (a)(2)......................................................N.A.
       (b).........................................................7.7
       (c).........................................................N.A.
       317(a)(1)...................................................7.8
       (a)(2)......................................................7.10
       (b).........................................................2.4
       318(a)......................................................12.1
       318(b)......................................................N.A.
       318(c)......................................................12.1

"N.A." means not applicable.



<PAGE>

TABLE OF CONTENTS*                                                *
                                                                         Page

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

         SECTION 1.1. DEFINITIONS.........................................1
         SECTION 1.2. OTHER DEFINITIONS...................................8
         SECTION 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT...8
         SECTION 1.4. RULES OF CONSTRUCTION...............................8
         SECTION 1.5. ACTS OF HOLDERS.....................................9

ARTICLE II. THE NOTES.....................................................10

         SECTION 2.1. FORM AND DATING.....................................10
         SECTION 2.2. EXECUTION AND AUTHENTICATION........................11
         SECTION 2.3. REGISTRAR AND PAYING AGENT; DEPOSITARY..............11
         SECTION 2.4. PAYING AGENTS TO HOLD MONEY IN TRUST................12
         SECTION 2.5. HOLDER LISTS........................................12
         SECTION 2.6. TRANSFER AND EXCHANGE...............................12
         SECTION 2.7. REPLACEMENT NOTES...................................14
         SECTION 2.8. OUTSTANDING NOTES...................................15
         SECTION 2.9. TEMPORARY NOTES.....................................15
         SECTION 2.10. CANCELLATION.......................................15
         SECTION 2.11. DEFAULTED INTEREST.................................15
         SECTION 2.12. PERSONS DEEMED OWNERS..............................16
         SECTION 2.13. CUSIP NUMBERS......................................16

ARTICLE III. RANKING 16

         SECTION 3.1. RANKING OF NOTES....................................16
         SECTION 3.2. NOTES SUBORDINATED TO SENIOR INDEBTEDNESS...........16
         SECTION 3.3. COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO NOTES
                      IN CERTAIN CIRCUMSTANCES...            .............18
         SECTION 3.4. SUBROGATION OF NOTES................................20
         SECTION 3.5. AUTHORIZATION BY HOLDERS OF NOTES...................21
         SECTION 3.6. NOTICES TO TRUSTEE..................................21
         SECTION 3.7. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS...........22
         SECTION 3.8. NO IMPAIRMENT OF SUBORDINATION......................22
         SECTION 3.9. ARTICLE III NOT TO PREVENT EVENTS OF DEFAULT........22
         SECTION 3.10. PAYING AGENTS OTHER THAN TRUSTEE...................22
         SECTION 3.11. NOTES SENIOR TO SUBORDINATED INDEBTEDNESS..........23
         SECTION 3.12. SUBORDINATION OF LIENS AND SECURITY INTERESTS......23
         SECTION 3.13. LEGEND. 23
         SECTION 3.14. MODIFICATION OF INDENTURE..........................23
         SECTION 3.15. ASSIGNMENT OF SENIOR INDEBTEDNESS..................24
         SECTION 3.16. RELEASE OF LIENS...................................24
         SECTION 3.17. AMENDMENT OF ARTICLE III...........................25

ARTICLE IV. REDEMPTION....................................................25

         SECTION 4.1. NOTICES TO TRUSTEE..................................25
         SECTION 4.2. SELECTION OF NOTES..................................25
         SECTION 4.3. NOTICE OF OPTIONAL REDEMPTION.......................26
         SECTION 4.4. EFFECT OF NOTICE OF REDEMPTION......................26
         SECTION 4.5. DEPOSIT OF REDEMPTION PRICE.........................27
         SECTION 4.6. NOTES REDEEMED IN PART..............................27
         SECTION 4.7. OPTIONAL REDEMPTION.................................27

ARTICLE V. COVENANTS 27

         SECTION 5.1. PAYMENT OF PRINCIPAL AND INTEREST...................27
         SECTION 5.2. COMPLIANCE CERTIFICATE..............................28
         SECTION 5.3. TAXES.   28
         SECTION 5.4. STAY, EXTENSION AND USURY LAWS......................28
         SECTION 5.5. CONTINUED EXISTENCE.................................28
         SECTION 5.6. IMPAIRMENT OF SECURITY INTEREST.....................29
         SECTION 5.7. AMENDMENT TO SECURITY DOCUMENTS.....................29
         SECTION 5.8. INSPECTION AND CONFIDENTIALITY......................29

ARTICLE VI. SUCCESSORS....................................................29

         SECTION 6.1. MERGER, CONSOLIDATION, OR SALE OF ASSETS............29
         SECTION 6.2. SUCCESSOR CORPORATION SUBSTITUTED...................30

ARTICLE VII. DEFAULTS AND REMEDIES........................................30

         SECTION 7.1. EVENTS OF DEFAULT...................................30
         SECTION 7.2. ACCELERATION........................................31
         SECTION 7.3. OTHER REMEDIES......................................32
         SECTION 7.4. WAIVER OF PAST DEFAULTS; RECISSION OF ACCELERATION..32
         SECTION 7.5. CONTROL BY MAJORITY.................................33
         SECTION 7.6. LIMITATION ON SUITS.................................33
         SECTION 7.7. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.......33
         SECTION 7.8. COLLECTION SUIT BY TRUSTEE..........................33
         SECTION 7.9. TRUSTEE MAY FILE PROOFS OF CLAIM....................34
         SECTION 7.10. PRIORITIES.........................................34
         SECTION 7.11. UNDERTAKING FOR COSTS..............................34

ARTICLE VIII. TRUSTEE.....................................................35

         SECTION 8.1. DUTIES OF TRUSTEE...................................35
         SECTION 8.2. RIGHTS OF TRUSTEE...................................36
         SECTION 8.3. INDIVIDUAL RIGHTS OF TRUSTEE........................36
         SECTION 8.4. TRUSTEE'S DISCLAIMER................................36
         SECTION 8.5. NOTICE OF DEFAULTS..................................37
         SECTION 8.6. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES..........37
         SECTION 8.7. COMPENSATION, REIMBURSEMENT AND INDEMNITY...........37
         SECTION 8.8. REPLACEMENT OF TRUSTEE..............................38
         SECTION 8.9. SUCCESSOR TRUSTEE BY MERGER, ETC....................39
         SECTION 8.10. ELIGIBILITY; DISQUALIFICATION......................39
         SECTION 8.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..39
         SECTION 8.12. MONIES TO BE HELD IN TRUST.........................40

ARTICLE IX. SATISFACTION AND DISCHARGE OF INDENTURE.......................40

         SECTION 9.1. DISCHARGE OF INDENTURE..............................40
         SECTION 9.2. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE.....40
         SECTION 9.3. PAYING AGENT TO REPAY MONIES HELD...................41
         SECTION 9.4. RETURN OF UNCLAIMED MONIES..........................41
         SECTION 9.5. REINSTATEMENT.......................................41

ARTICLE X. AMENDMENT, SUPPLEMENT AND WAIVER...............................41

         SECTION 10.1. WITHOUT CONSENT OF HOLDERS OF NOTES................41
         SECTION 10.2. WITH CONSENT OF HOLDERS OF NOTES...................42
         SECTION 10.3. COMPLIANCE WITH TRUST INDENTURE ACT................43
         SECTION 10.4. REVOCATION AND EFFECT OF CONSENTS..................43
         SECTION 10.5. NOTATION ON OR EXCHANGE OF NOTES...................43
         SECTION 10.6. TRUSTEE TO SIGN AMENDMENTS, ETC....................43

ARTICLE XI. SECURITY DOCUMENTS............................................44

         SECTION 11.1. COLLATERAL AND SECURITY DOCUMENTS..................44
         SECTION 11.2. RECORDING; PRIORITY; OPINIONS, ETC.................44
         SECTION 11.3. RELEASE OF COLLATERAL..............................45
         SECTION 11.4. DISPOSITION OF COLLATERAL WITHOUT RELEASE..........46
         SECTION 11.5. EMINENT DOMAIN AND OTHER GOVERNMENT TAKINGS........46
         SECTION 11.6. TRUST INDENTURE ACT REQUIREMENTS...................47
         SECTION 11.7. SUITS TO PROTECT COLLATERAL........................48
         SECTION 11.8. PURCHASER PROTECTED................................48
         SECTION 11.9. POWERS EXERCISABLE BY RECEIVER OR TRUSTEE..........48
         SECTION 11.10. DETERMINATIONS RELATING TO COLLATERAL.............48
         SECTION 11.11. FORM AND SUFFICIENCY OF RELEASE...................49
         SECTION 11.12. POSSESSION AND USE OF COLLATERAL..................49
         SECTION 11.13. DISPOSITION OF OBLIGATIONS RECEIVED...............49
         SECTION 11.14. RELEASE UPON TERMINATION OF THE COMPANY'S
                        OBLIGATIONS.......................................49

ARTICLE XII. MISCELLANEOUS................................................50

         SECTION 12.1. TRUST INDENTURE ACT CONTROL........................50
         SECTION 12.2. NOTICES............................................50
         SECTION 12.3. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
                       HOLDERS OF NOTES...................................51
         SECTION 12.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.51
         SECTION 12.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION......52
         SECTION 12.6. RULES BY TRUSTEE AND AGENTS........................52
         SECTION 12.7. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
                       EMPLOYEES AND STOCKHOLDERS.........................52
         SECTION 12.8. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER
                       OF JURY TRIAL......................................52
         SECTION 12.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS......53
         SECTION 12.10. SUCCESSORS........................................53
         SECTION 12.11. SEVERABILITY......................................53
         SECTION 12.12. COUNTERPART ORIGINALS.............................53
         SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC..................53

EXHIBITS
Exhibit A         Form of Subordinated Secured Note




<PAGE>


                                    INDENTURE

     INDENTURE,  dated as of  March  15,  2002,  between  Keystone  Consolidated
Industries, Inc., a Delaware corporation (the "Company"), and U.S. Bank National
Association, a national banking association, as trustee (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable  benefit of the Holders (as defined below) of the Company's 8%
Subordinated Secured Notes due 2009:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1.......DEFINITIONS.

     "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 purposes of this definition,  "control"
(including,  with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction  of the  management  or policies of such Person,  whether  through the
ownership  of voting  securities,  by  agreement  or  otherwise;  provided  that
beneficial  ownership of 10% or more of the voting  securities of a Person shall
be presumed to be control,  which presumption may be rebutted by evidence to the
contrary.

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

     "Agent Member" means a member of, or a participant in, the Depositary.

     "Amended Credit Facility" means the Amended and Restated Revolving Loan and
Security  Agreement,  dated as of December  29,  1995,  by and between  Congress
Financial  Corporation  (Central)  and the Company,  as amended,  including  any
related collateral documents,  instruments and agreements executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced or
refinanced  from  time to time  (provided  that  such  amendment,  modification,
renewal, refunding, replacement or refinancing does not result in an increase in
(i) the $55  million in the maximum  principal  amount of  revolving  borrowings
available under the Amended Credit Facility or (ii) the principal  amount of any
term loan  outstanding  under the Amended Credit Facility to an amount in excess
of $15 million).

     "Applicable  Procedures" means, with respect to any transfer or exchange of
beneficial  interests  in a  Global  Note,  the  rules  and  procedures  of  the
Depositary that are applicable to such transfer or exchange.

     "Bankruptcy  Law" means Title 11 of the U.S. Code or any similar Federal or
state law for the relief of debtors.

     "Board" means the Board of Directors of the Company or any duly  authorized
committee of the Board of Directors.

     "Business  Day" means any day other than a  Saturday,  a Sunday or a day on
which banking  institutions in the City of New York or at a place of payment are
authorized by law,  regulation or executive order to remain closed. If a payment
date is not a Business  Day at a place of  payment,  payment may be made at that
place on the next  succeeding  day that is a Business Day, and no interest shall
accrue for the intervening period.

     "Capital Lease Obligation" means, at the time any determination  thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital  Stock" means (i) in the case of a corporation,  corporate  stock,
(ii) in the case of an  association or any other  business  entity,  any and all
shares,  interests,   participations,   rights  or  other  equivalents  (however
designated) in the equity of such association or entity,  (iii) in the case of a
partnership,  partnership  interests (whether general or limited),  and (iv) any
other interest or participation  that confers on a Person the right to receive a
share of the profits and losses of, or  distributions  of assets of, the issuing
Person.

     "Cash  Equivalents"  means  (i)  securities  issued or  directly  and fully
guaranteed  or  insured  by  the  United  States  government  or any  agency  or
instrumentality  thereof having  maturities of not more than six months from the
date of acquisition; (ii) demand and time deposits,  certificates of deposit and
eurodollar  time deposits with maturities of six months or less from the date of
acquisition,  bankers'  acceptances with maturities not exceeding six months and
overnight  bank  deposits,  in each case with any  lender  party to the  Amended
Credit Facility or with any domestic  commercial bank having capital and surplus
in excess of $500.0  million and a Thompson  Bank Watch Rating of "B" or better;
(iii)  repurchase  obligations  with a term of not  more  than  seven  days  for
underlying  securities  of the types  described  in  clauses  (i) and (ii) above
entered into with any financial institution meeting the qualifications specified
in clause  (ii)  above;  (iv)  commercial  paper  rated at least P-1 by  Moody's
Investors Service, Inc. or at least A-1 by Standard & Poor's Rating Group and in
each case  maturing  within six months  after the date of  acquisition;  and (v)
money market funds rated at least Aaa by Moody's Investors Service, Inc.

     "Certificated  Note" means a Note that is in the form of the Note  attached
hereto as Exhibit A, but which does not  include the  information  called for by
footnotes 1 and 2 thereof.

     "Collateral" means,  collectively,  all of the property and assets that are
from time to time  subject to, or  purported  to be subject to, the Lien of this
Indenture or the Security Documents.

     "Collateral  Agent"  shall  mean U.S.  Bank  National  Association,  in its
capacity as  collateral  agent under the Security  Documents,  and any successor
thereto in such capacity.

     "Commission" means the United States Securities and Exchange Commission.

     "Company"  means  Keystone  Consolidated   Industries,   Inc.,  a  Delaware
corporation,  until a successor  Person  shall have become such  pursuant to the
applicable  provisions of this  Indenture,  and thereafter  means such successor
Person.

     "Default"  means any event,  occurrence or condition that, with the passage
of time, the giving of notice or both, would constitute an Event of Default.

     "Depositary"  means, with respect to the Notes issuable in whole or in part
in global form,  the Person  specified  in Section 2.3 hereof as the  Depositary
with  respect to the Notes,  until a  successor  shall have been  appointed  and
become such  pursuant  to the  applicable  provisions  of this  Indenture,  and,
thereafter, "Depositary" shall mean or include such successor.

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

     "Fair Market Value" means, with respect to any asset, the price which could
be negotiated in an arm's-length free market  transaction,  for cash,  between a
willing seller and a willing  buyer,  neither of whom is under undue pressure or
compulsion to complete the transaction.

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

     "Global Note" means a Note that is in the form of the Note attached  hereto
as Exhibit A, including the information called for by footnotes 1 and 2 thereof,
that is deposited with and registered in the name of the Depositary.

     "Guarantee"  means, as applied to any Indebtedness of another Person, (i) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business),  direct or indirect,  in any manner, of all or
any  part  of  such  Indebtedness,  (ii)  any  direct  or  indirect  obligation,
contingent  or  otherwise,  of a Person  guaranteeing  or having  the  effect of
guaranteeing  the  Indebtedness  of any other  Person in any manner and (iii) an
agreement  of a  Person,  direct  or  indirect,  contingent  or  otherwise,  the
practical effect of which is to assure in any way the payment or performance (or
payment of damages in the event of  non-performance)  of all or any part of such
Indebtedness of another Person.

     "Hedging Obligations" means, with respect to any Person, the obligations of
such  Person  under  (i)  interest  rate  swap  agreements,  interest  rate  cap
agreements,  interest  rate  collar  agreements  and (ii)  other  agreements  or
arrangements  designed to protect such Person against  fluctuations  in interest
rates.

     "Holder" means a Person in whose name a Note is registered.

     "Incur"  or  "incur"  means,  with  respect  to any  Indebtedness  or other
obligation  of  any  Person,  to  create,  issue  (by  conversion,  exchange  or
otherwise),  assume,  Guarantee  or otherwise  become  liable in respect of such
Indebtedness or other obligation or the recording,  as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the unconsolidated
balance sheet of such Person (and  "incurrence,"  "incurred,"  "incurrable"  and
"incurring"  shall  have  meanings  correlative  to  the  foregoing);  provided,
however, that a change in GAAP that results in an obligation of such Person that
exists at such time becoming  Indebtedness  shall not be deemed an incurrence of
such Indebtedness.

     "Indebtedness"  means,  with  respect to any Person,  without  duplication,
whether recourse is to all or a portion of the assets of such Person and whether
or not  contingent:

          (i) any liability of such Person (a) for borrowed  money, or under any
     reimbursement   obligation  relating  to  a  letter  of  credit,   bankers'
     acceptance  or note  purchase  facility;  (b)  evidenced  by a bond,  note,
     debenture or similar instrument; (c) for the balance deferred and unpaid of
     the purchase price for any property or service or any obligation upon which
     interest charges are customarily paid (except for accrued expenses or trade
     payables  arising in the ordinary course of business);  (d) for the payment
     of money relating to a lease that is required to be classified as a Capital
     Lease Obligation in accordance with GAAP; (e) secured by a Lien;

          (ii) any  obligation of others  secured by a Lien on any asset of such
     Person,  whether or not any obligation secured thereby has been assumed, by
     such Person;

          (iii) any obligations of such Person under any Hedging Obligation; and

          (iv) any  Guarantee  of such Person or any  obligation  of such Person
     which in economic effect is a guarantee with respect to any Indebtedness of
     another  Person.

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

     "Intercreditor Agreement" means the Letter Agreement, dated as of March 15,
2002, between the Company,  Congress Financial Corporation (Central), The County
of Peoria,  Illinois,  and the Trustee,  as the same may be amended from time to
time.

     "Interest  Payment  Date" means the stated  maturity of an  installment  of
interest on the Notes.

     "Issue Date" means the date on which the Notes are first  authenticated and
delivered under this Indenture.

     "Lien"  means,  with  respect to any asset,  any  mortgage,  lien,  pledge,
charge,  security  interest or encumbrance of any kind in respect of such asset,
whether or not filed,  recorded or  otherwise  perfected  under  applicable  law
(including any conditional sale or other title retention agreement, any lease in
the nature  thereof,  any option or other  agreement  to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

     "Mortgages" means,  collectively,  any mortgages dated on or about the date
hereof between the Company and the Collateral Agent, as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time.

     "Mortgaged  Property"  has  the  meaning  assigned  to  such  term  in  the
Mortgages.

     "Net Award" shall have the meaning  assigned to such term in the  Mortgages
and shall include any amounts received in respect of personal  property pursuant
to the Security Documents or otherwise.

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

     "Notes"  means the  Subordinated  Secured  Notes that are issued under this
Indenture, as amended or supplemented from time to time.

     "Officer" means, (a) with respect to any Person that is a corporation,  the
Chairman of the Board,  the Chief Executive  Officer,  the President,  the Chief
Operating Officer, the Chief Financial Officer,  the Treasurer,  the Controller,
the Secretary or any Vice-  President or Assistant  Secretary of such Person and
(b) with respect to any other Person, the individuals selected by such Person to
perform functions similar to those of the officers listed in clause (a).

     "Officers'  Certificate" means a certificate signed on behalf of any Person
by two Officers of such Person, one of whom must be the Chief Executive Officer,
the Chief Financial Officer,  the Treasurer or the principal  accounting officer
of such Person, that meets the requirements of Sections 12.4 and 12.5 hereof.

     "Opinion of Counsel"  means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Sections 12.4 and 12.5
hereof.  The  counsel  may be an  employee  of or  counsel to the  Company,  any
Subsidiary of the Company or the Trustee.

     "Peoria County Loan" means the Loan Agreement,  dated as of March 13, 2002,
between the Company and The County of Peoria,  Illinois,  including  any related
collateral   documents,   instruments  and  agreements  executed  in  connection
therewith, and in each case as amended, modified, renewed, refunded, replaced or
refinanced from time to time.

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

     "Permitted  Liens"  means (i) Liens on property  existing as of the date of
this  Indenture  and as  modified  or amended  from time to time;  (ii) Liens to
secure  the  performance  of  statutory  obligations,  surety or  appeal  bonds,
performance bonds or other obligations of a like nature incurred in the ordinary
course of business;  (iii) Liens for taxes,  assessments or governmental charges
or claims that are not yet delinquent or that are being  contested in good faith
by  appropriate   proceedings  promptly  instituted  and  diligently  concluded,
provided,  however,  that any reserve or other appropriate provision as shall be
required  in  conformity  with GAAP  shall have been made  therefor;  (iv) Liens
incurred or deposits made in the ordinary  course of business in connection with
workers'  compensation,   unemployment  insurance  and  other  types  of  social
security;  (v)  easements,   rights-of-way,   restrictions,   minor  defects  or
irregularities   in  title  and  other  similar  charges  or  encumbrances   not
interfering in any material respect with the business of the Company; (vi) Liens
securing  reimbursement  obligations  with  respect to  letters of credit  which
encumber only  documents and other  property  relating to such letters of credit
and the products and proceeds thereof;  (vii) Liens encumbering deposits made to
secure obligations arising from statutory,  regulatory,  contractual or warranty
requirements;  (viii) any  interest or title of a lessor in property  subject to
any Capital Lease Obligation or operating lease; (ix) Liens evidenced by Uniform
Commercial Code financing  statements  regarding leases; (x) Liens in respect of
property or assets imposed by law which were incurred in the ordinary  course of
business, such as carrier's, warehousemen's, materialmen's and mechanic's liens,
which do not in the aggregate materially detract from the value of such property
or assets or  materially  impair the use  thereof;  (xi) Liens to secure  Senior
Indebtedness;  or (xii) any other Liens not  exceeding  $1,000,000  in aggregate
amount at any time outstanding.

     "Proceeding"   shall  mean  any   voluntary  or   involuntary   insolvency,
bankruptcy,    receivership,     custodianship,     liquidation,    dissolution,
reorganization,  assignment  for the  benefit  of  creditors,  appointment  of a
custodian,  receiver,  trustee or other officer with similar powers or any other
proceeding for the liquidation, dissolution or other winding up of a Person.

     "Prior Liens" has the meaning assigned to such term in the Mortgages.

     "Real  Property"  means any  interest  in any real  property or any portion
thereof whether owned in fee or leased or otherwise owned.

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

     "Redemption  Price" means the amount payable for the redemption of any Note
on a Redemption Date, which amount shall equal the principal amount of such Note
exclusive of accrued and unpaid interest thereon to the Redemption Date,  unless
otherwise specifically provided.

     "Refinanced  Senior  Credit  Facility  Documents"  shall mean any financing
documentation  which replaces the Amended Credit  Facility and pursuant to which
the Senior  Indebtedness  under the Amended  Credit  Facility is refinanced  (in
whole or in part),  as such financing  documentation  may be amended,  restated,
supplemented or otherwise modified from time to time.

     "Responsible  Officer"  means,  when used with respect to the Trustee,  any
officer of the Trustee  assigned by the Trustee to administer this Indenture and
also means,  with  respect to a particular  corporate  trust  matter,  any other
officer  to whom  such  matter  is  referred  because  of his  knowledge  of and
familiarity with the particular subject.

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

     "Security  Agreement"  means the  security  agreement  dated as of the date
hereof between the Company and the Collateral Agent, as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time.

     "Security  Documents"  means,  collectively,  the Security  Agreement,  the
Mortgages,  the  Intercreditor  Agreement and all other instruments or documents
entered into or  delivered  in  connection  with any of the  foregoing,  as such
agreements,  instruments  or  documents  may be amended,  amended and  restated,
supplemented or otherwise modified from time to time.

     "Senior Credit Facility  Documents"  means the Amended Credit Facility and,
after the consummation of any refinancing, the Refinanced Senior Credit Facility
Documents.

     "Senior  Indebtedness"  means the  principal,  premium,  if any, and unpaid
interest  (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company and/or its Subsidiaries
whether or not a claim for post-filing  interest is allowed in such  proceeding,
including interest that would have accrued but for such filing),  fees, charges,
expenses,  reimbursement and indemnification  obligations, and all other amounts
payable  under  or  in  respect  of  Indebtedness  of  the  Company  and/or  its
Subsidiaries  (including,   without  limitation,  the  Peoria  County  Loan  and
Indebtedness  arising  and owing  under the Senior  Credit  Facility  Documents)
existing as of the date of this Indenture,  as may be amended from time to time,
and any renewals, restatements, extensions, refinancings, refundings, amendments
and  modifications of any such indebtedness or obligations or of the instruments
creating or evidencing such indebtedness or obligations or guarantees,  and with
respect to the Senior Credit Facility Documents,  including, without limitation,
all Indebtedness and amounts and obligations of every nature whether existing as
of the date of this  Indenture  or as shall  thereafter  be  created,  incurred,
assumed  or  guaranteed  that  arise and are  payable  under the  Senior  Credit
Facility  Documents;  provided,  however,  that  Senior  Indebtedness  shall not
include (i) Indebtedness owed to a Subsidiary;  (ii) Indebtedness of the Company
which is expressly pari passu to the Notes; or (iii) Subordinated  Indebtedness.
Senior  Indebtedness  shall be  considered to be  outstanding  whenever any loan
commitment under the Senior Indebtedness Document is outstanding.

     "Subordinated  Indebtedness"  means any  Indebtedness of the Company now or
hereafter  outstanding which by its terms is expressly  subordinated in right of
payment to the Notes and all Indebtedness hereafter created,  incurred,  assumed
or guaranteed by the Company (except to the extent such Indebtedness constitutes
Senior Indebtedness).

     "Subordinated  Indebtedness  Documents" means any Guarantee with respect to
the  Subordinated   Indebtedness   and  all  other  documents,   agreements  and
instruments  evidencing or pertaining to all or any portion of the  Subordinated
Indebtedness  (including,   without  limitation,  all  collateral  documentation
securing such Subordinated Indebtedness) now existing or hereinafter executed in
connection  therewith,  as the  same  may be,  solely  to the  extent  permitted
hereunder,  amended,  modified,  renewed or extended  and,  solely to the extent
permitted   hereunder,   any  refinancing  or  refunding  of  the   Subordinated
Indebtedness.

     "Subordinated  Secured Notes" means the Company's 8%  Subordinated  Secured
Notes due 2009  issued  pursuant  to this  Indenture.

"Subsidiary"  means  with
respect to any Person, (i) any corporation, association or other business entity
of which  more than 50% of the total  voting  power of shares of  Capital  Stock
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 such Person or one or more of the other
Subsidiaries  of  that  Person  (or  in a  combination  thereof)  and  (ii)  any
partnership or limited  liability company (a) the sole general partner or member
or the  managing  general  partner  or  member  of  which  is such  Person  or a
Subsidiary  of such Person or (b) the only general  partners or members of which
are  such  Person  or of one  or  more  Subsidiaries  of  such  Person  (or  any
combination  thereof).

     "Taking"  shall have the meaning  assigned  to such term in the  Mortgages.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable  provisions of this Indenture,  and thereafter
means the successor  serving  hereunder.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date of this Indenture; provided that in the event the Trust
Indenture  Act of 1939 is amended  after such date,  "TIA" means,  to the extent
required by any such  amendment,  the Trust Indenture Act of 1939 as so amended.

     SECTION 1.2. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                            Term                        Defined in
                                                          Section
        <S>                                                 <C>
        "Act"                                               1.4
        "Event of Default"                                  7.1
        "Paying Agent"                                      2.3
        "Payment Default"                                   7.1
        "Payment or Distribution"                           3.2
        "Registrar"                                         2.3
        "Surviving Entity"                                  6.1
</TABLE>

     SECTION 1.3.  INCORPORATION  BY REFERENCE OF TRUST INDENTURE ACT.  Whenever
this Indenture  refers to a provision of the TIA, the provision is  incorporated
by reference in and made a part of this Indenture to the extent that either this
Indenture has been  qualified  under the TIA or such provision is otherwise made
applicable to this Indenture by the TIA  notwithstanding  the  qualification  of
this Indenture  under the TIA. In accordance  with the foregoing,  the following
TIA terms used in this Indenture shall have the following meanings:


     "indenture securities" means the Notes;

     "indenture  security  holder"  means a Holder;

     "indenture to be qualified" means this Indenture;

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

     "obligor" on the Notes means the Company and any successor obligor upon the
Notes.

All other terms used in this Indenture  that are defined by the TIA,  defined by
TIA  reference to another  statute or defined by  Commission  rule under the TIA
have the  meanings so assigned to them to the extent that either this  Indenture
has been qualified under the TIA or such definition is otherwise made applicable
to this Indenture by the TIA notwithstanding the qualification of this Indenture
under the TIA.

     SECTION 1.4. RULES OF CONSTRUCTION. Unless the context otherwise requires:

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

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

     (c) "or" is not exclusive;

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

     (e) provisions apply to successive events and transactions;

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

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

     SECTION 1.5. ACTS OF HOLDERS.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided by this  Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein  otherwise  expressly  provided,  such action shall become
effective when such  instrument or instruments are delivered to the Trustee and,
where it is hereby  expressly  required,  to the  Company.  Such  instrument  or
instruments (and the action embodied  therein and evidenced  thereby) are herein
sometimes  referred  to as the  "Act" of  Holders  signing  such  instrument  or
instruments.  Proof  of  execution  of  any  such  instrument  or  of a  writing
appointing  any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 8.1) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section 1.5.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the  affidavit of a witness of such  execution or by
the certificate of any notary public or other officer  authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or  writing  acknowledged  to him or  her  the  execution  thereof.  Where  such
execution is by an officer of a corporation  or a member of a  partnership  or a
limited liability company, on behalf of such corporation, partnership or limited
liability   company,   such  certificate  or  affidavit  shall  also  constitute
sufficient proof of his or her authority.

     (c) The  ownership of Notes shall be proved by the register  maintained  by
the Registrar.

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

                                  ARTICLE II.

                                    THE NOTES

     SECTION 2.1. FORM AND DATING.  The Notes and the Trustee's  certificate  of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage in  addition  to any set forth in Exhibit A hereto.  Each Note shall be
dated the date of its  authentication.  The Notes shall be in  denominations  of
$500 or even multiples thereof.

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

     (a) Global Notes.

     Each Global Note shall represent such of the outstanding  Notes as shall be
specified  therein and each shall provide that it shall  represent the aggregate
amount of  outstanding  Notes from time to time  endorsed  thereon  and that the
aggregate 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 amount of outstanding Notes represented thereby shall be made by
the  Trustee  or the  Note  Custodian,  at the  direction  of  the  Trustee,  in
accordance with instructions  given by the Holder thereof as required by Section
2.6 hereof.

     Except  as set  forth in  Section  2.6  hereof,  the  Global  Notes  may be
transferred, in whole and not in part, only to another nominee of the Depositary
or to a successor of the Depositary or its nominee.

     (b)  Book-Entry  Provisions.  This  Section  2.1(b) shall apply only to the
Global Notes deposited with or on behalf of the Depositary.

     The Company shall execute and the Trustee shall, in accordance with Section
2.2,  authenticate  and deliver the Global Notes that (i) shall be registered in
the name of the  Depositary or the nominee of the  Depositary  and (ii) shall be
delivered  by the Trustee to the  Depositary  or  pursuant  to the  Depositary's
instructions  or held by the  Trustee as  custodian  for the  Depositary.  Agent
Members  shall have no rights  either under this  Indenture  with respect to any
Global  Note  held on  their  behalf  by the  Depositary  or by the  Trustee  as
custodian for the  Depositary or under such Global Note,  and the Depositary may
be treated  by the  Company,  the  Trustee  and any agent of the  Company or the
Trustee as the absolute  owner of such Global Note for all purposes  whatsoever.
Notwithstanding  the foregoing,  nothing  herein shall prevent the Company,  the
Trustee or any agent of the  Company or the Trustee  from  giving  effect to any
written certification,  proxy or other authorization furnished by the Depositary
or impair,  as between the Depositary  and its Agent  Members,  the operation of
customary  practices of such Depositary  governing the exercise of the rights of
an owner of a beneficial interest in any Global Note.

     (c)  Certificated  Notes.  Notes  issued  in  certificated  form  shall  be
substantially  in the form of Exhibit A attached hereto,  but without  including
the text referred to in footnotes 1 and 2 thereto.

     SECTION 2.2. EXECUTION AND AUTHENTICATION.

     Two Officers of the Company  shall sign the Notes for the Company by manual
or facsimile signature. The seal of the Company shall be reproduced on the Notes
and may be in facsimile form.

     If an Officer  whose  signature is on a Note no longer holds that office at
the time a Note is authenticated,  the Note shall  nevertheless be valid. A Note
shall not be valid until  authenticated  by the manual signature of the Trustee.
The signature shall be conclusive  evidence that the Note has been authenticated
under this Indenture.

     The Trustee,  upon a written order of the Company signed by two Officers of
the Company,  shall  authenticate  Notes for original  issue up to the aggregate
principal amount of $19,800,000. Such written order of the Company shall specify
the amount of Notes to be authenticated and the date on which the original issue
of  Notes  is to be  authenticated.  The  aggregate  principal  amount  of Notes
outstanding at any time may not exceed such amount except as provided in Section
2.7 hereof.

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

     SECTION 2.3. REGISTRAR AND PAYING AGENT; DEPOSITARY.

  The Company shall
maintain an office or agency where Notes may be presented  for  registration  of
transfer or for exchange  ("Registrar")  and an office or agency where Notes may
be presented for payment ("Paying  Agent").  The Registrar shall keep a register
of the Notes and of their  transfer and exchange.  At the option of the Company,
payment  of  interest  may be made by  check  mailed  to the  Holders  at  their
addresses  set forth in the register of Holders,  provided  that payment by wire
transfer  of  immediately  available  funds  will be  required  with  respect to
principal  and  Redemption  Price of, and  interest on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer  instructions
to the  Trustee  or the  Paying  Agent.  The  Company  may  appoint  one or more
co-registrars  and one or more additional  paying agents.  The term  "Registrar"
includes any co- registrar and the term "Paying  Agent"  includes any additional
paying  agent.  The Company  may change any Paying  Agent or  Registrar  without
notice to any  Holder.  The Company  shall  notify the Trustee in writing of the
name and  address  of any  Paying  Agent not a party to this  Indenture.  If the
Company  fails to appoint or  maintain  another  entity as  Registrar  or Paying
Agent,  the Trustee  shall act as such.  The Company may act as Paying  Agent or
Registrar.  The  Depositary  shall,  by acceptance of a Global Note,  agree that
transfers  of  beneficial  interests  in such Global  Note may be effected  only
through a book-entry  system  maintained by the Depositary  (or its agent),  and
that  ownership  of a  beneficial  interest  in the Note shall be required to be
reflected in a book entry.

     The Company  initially  appoints  the Trustee to act as the  Registrar  and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

     The Company does not  initially  appoint a  Depositary  with respect to the
Global Notes,  electing  instead to appoint a Depositary  only at such time as a
Global Note(s) is issued.

     SECTION  2.4.  PAYING  AGENTS TO HOLD  MONEY IN TRUST.  The  Company  shall
require  each Paying  Agent other than the Trustee to agree in writing  that the
Paying  Agent will hold in trust for the  benefit of Holders or the  Trustee all
money held by the Paying Agent for the payment of principal and Redemption Price
of, and  interest  on, the Notes,  and will notify the Trustee of any default by
the Company in making any such payment.  While any such default  continues,  the
Trustee may require a Paying  Agent to pay all money held by it to the  Trustee.
The Company at any time may  require a Paying  Agent to pay all money held by it
to the Trustee.  Upon  payment  over to the Trustee,  the Paying Agent (if other
than the Company) shall have no further  liability for the money. If the Company
acts as Paying Agent,  it shall  segregate and hold in a separate trust fund for
the  benefit  of the  Holders  all money  held by it as Paying  Agent.  Upon any
bankruptcy or reorganization  proceedings  relating to the Company,  the Trustee
shall serve as Paying Agent for the Notes.

     SECTION 2.5. HOLDER LISTS.  The Trustee shall preserve in as current a form
as is reasonably  practicable  the most recent list available to it of the names
and addresses of all Holders and shall  otherwise  comply with TIA ss. 312(a) to
the extent such provision is otherwise  applicable hereto. If the Trustee is not
the Registrar,  the Company shall furnish to the Trustee at least seven Business
Days before each  Interest  Payment  Date and at such other times as the Trustee
may  request in  writing a list in such form and as of such date as the  Trustee
may reasonably  require of the names and addresses of the Holders of Notes,  and
the  Company  shall  otherwise  comply  with TIA ss.  312(a) to the extent  such
provision is otherwise applicable hereto.

     SECTION 2.6. TRANSFER AND EXCHANGE.

     (a)  Transfer and  Exchange of Global  Notes.  The transfer and exchange of
Global  Notes or  beneficial  interests  therein  shall be effected  through the
Depositary,  in  accordance  with  this  Indenture  and  the  procedures  of the
Depositary therefor,  which shall include restrictions on transfer to the extent
required by the Securities Act.

     (b) Transfer and Exchange of Certificated  Notes. When  Certificated  Notes
are presented by a Holder to the Registrar with a request:

          (i) to register the transfer of the Certificated Notes; or

          (ii) to exchange such Certificated Notes for an equal principal amount
     of Certificated Notes of other authorized denominations,

          the  Registrar  shall  register  the  transfer or make the exchange as
          requested; provided, however, that the Certificated Notes presented or
          surrendered  for  register  of  transfer  or  exchange  shall  be duly
          endorsed or accompanied  by a written  instruction of transfer in form
          satisfactory  to the Registrar  duly executed by such Holder or by his
          attorney, duly authorized in writing.

     (c) Exchange of a Beneficial  Interest in a Global Note for a  Certificated
Note.

          (i) Any Person having a beneficial  interest in a Global Note may upon
     request,  subject to the Applicable  Procedures,  exchange such  beneficial
     interest for a  Certificated  Note.  Upon receipt by the Trustee of written
     instructions,  or such other form of  instructions  as is customary for the
     Depositary,  from the  Depositary  or its  nominee  on behalf of any Person
     having a beneficial  interest in a Global Note, and a certification  (which
     may be submitted by facsimile) to the effect that such beneficial  interest
     is being  transferred  to the same Person  designated by the  Depositary as
     having the  beneficial  interest  in the  portion of the Global  Note being
     exchanged;  in  which  case  the  Trustee  or the  Note  Custodian,  at the
     direction  of  the  Trustee,   shall,   in  accordance  with  the  standing
     instructions  and procedures  existing  between the Depositary and the Note
     Custodian,  cause the  aggregate  principal  amount  of Global  Notes to be
     reduced  accordingly  and,  following  such  reduction,  the Company  shall
     execute  and the  Trustee  shall  authenticate  and  deliver  to the Person
     requesting such exchange a Certificated  Note in the appropriate  principal
     amount.

          (ii) Certificated  Notes issued in exchange for a beneficial  interest
     in a Global Note  pursuant to this Section  2.6(c) shall be  registered  in
     such names and in such authorized denominations as the Depositary, pursuant
     to  instructions  from its direct or indirect  participants  or  otherwise,
     shall  instruct the Trustee.  The Trustee shall  deliver such  Certificated
     Notes to the Persons in whose names such Notes are so registered.

          (d)   Restrictions   on  Transfer  and   Exchange  of  Global   Notes.
     Notwithstanding  any other  provision  of this  Indenture  (other  than the
     provisions  set forth in this  Section  2.6(d)),  a Global  Note may not be
     transferred  as a  whole  except  by the  Depositary  to a  nominee  of the
     Depositary or by a nominee of the  Depositary to the  Depositary or another
     nominee of the  Depositary  or by the  Depositary  or any such nominee to a
     successor  Depositary  or a  nominee  of  such  successor  Depositary.

          (e) Authentication of Certificated Notes in Absence of Depositary.  If
     at any time:

               (i) the  Depositary  for the Notes  notifies the Company that the
          Depositary  is unwilling or unable to continue as  Depositary  for the
          Global  Notes and a successor  Depositary  for the Global Notes is not
          appointed by the Company within 90 days after delivery of such notice;
          or

               (ii) the Company, at its sole discretion, notifies the Trustee in
          writing  that it elects to cause the  issuance of  Certificated  Notes
          under this Indenture,

          then the Company shall execute, and the Trustee shall, upon receipt of
          an  authentication  order  in  accordance  with  Section  2.2  hereof,
          authenticate and deliver,  Certificated Notes registered in such names
          and principal  amounts as specified by the  Depositary in an aggregate
          principal  amount equal to the principal amount of the Global Notes in
          exchange for such Global Notes.

          (f)  Cancellation  or Adjustment of Global Notes.  At such time as all
     beneficial  interests in Global Notes have been exchanged for  Certificated
     Notes,  redeemed,  repurchased  or  canceled,  all  Global  Notes  shall be
     returned to or retained  and  canceled  by the Trustee in  accordance  with
     Section  2.10  hereof.  At any  time  prior  to such  cancellation,  if any
     beneficial  interest in a Global Note is exchanged for Certificated  Notes,
     redeemed,   repurchased  or  canceled,   the  principal   amount  of  Notes
     represented  by such  Global  Notes  shall be  reduced  accordingly  and an
     endorsement  shall be made on such  Global  Note by the Trustee or the Note
     Custodian, at the direction of the Trustee, to reflect such reduction.

          (g) General Provisions Relating to Transfers and Exchanges.

               (i) To permit  registrations  of  transfers  and  exchanges,  the
          Company shall execute and the Trustee shall authenticate  Certificated
          Notes and Global Notes at the Registrar's request.

               (ii)  No  service  charge  shall  be  made  to a  Holder  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.

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

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

               (v) The Company shall not be required:

                    (a) to issue,  to  register  the  transfer of or to exchange
               Notes  during a period  beginning  at the  opening of business 15
               days  before  the day of any  selection  of Notes for  redemption
               under  Section  4.2 hereof and ending at the close of business on
               the day of selection; or

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

                    (c)  to  register  the  transfer  of or to  exchange  a Note
               between a record date and the next  succeeding  Interest  Payment
               Date.

               (vi) The Trustee shall authenticate Certificated Notes and Global
          Notes in accordance with the provisions of Section 2.2 hereof.

     SECTION 2.7. REPLACEMENT NOTES. If any mutilated Note is surrendered to the
Trustee  or  either  the  Company  or  the  Trustee  receives  evidence  to  its
satisfaction  of the  destruction,  loss or theft of any Note, the Company shall
issue and the Trustee,  upon receipt of an  authentication  order in  accordance
with Section 2.2 hereof,  shall authenticate a replacement Note if the Trustee's
requirements for replacement of Notes are met; provided,  however,  that in lieu
of the  foregoing,  the Trustee may pay or cause the payment of the principal of
and accrued and unpaid interest on any such mutilated, destroyed, lost or stolen
Note in the event  such Note has  matured.  If  required  by the  Trustee or the
Company,  an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is  replaced.  The  Trustee  and the Company may charge the Holder for
their  expenses in replacing a Note.  Every  replacement  Note is an  additional
obligation  of the Company and shall be entitled to all of the  benefits of this
Indenture  equally  and  proportionately   with  all  other  Notes  duly  issued
hereunder.


     SECTION 2.8. OUTSTANDING NOTES.

     The Notes  outstanding at any time are all the Notes  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 or the
Note Custodian in accordance with the provisions  hereof, and those described in
this Section as not outstanding. A Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note.

     If a Note is replaced  pursuant to Section 2.7 hereof, it shall cease to be
outstanding  unless  the  Trustee  receives  proof  satisfactory  to it that the
replaced Note is held by a bona fide purchaser for value.

     If the principal  amount of any Note is  considered  paid under Section 5.1
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
Notes  payable  on that date,  then on and after  that date such Notes  shall be
deemed to be no longer outstanding and shall cease to accrue interest.

     SECTION  2.9.  TEMPORARY  NOTES.  Until  Certificated  Notes  are ready for
delivery,  the  Company  may  prepare  and  the  Trustee,  upon  receipt  of  an
authentication  order in accordance with Section 2.2 hereof,  shall authenticate
temporary  Notes.  Temporary  Notes  shall  be  substantially  in  the  form  of
Certificated  Notes,  but may have  such  variations  as the  Company  considers
appropriate  for temporary  Notes and as shall be  reasonably  acceptable to the
Trustee.  Without  unreasonable delay, the Company shall prepare and the Trustee
shall authenticate  Certificated Notes in exchange for temporary Notes.  Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture.

     SECTION  2.10.  CANCELLATION.  The Company at any time may deliver Notes to
the Trustee for  cancellation.  The  Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment.  The Trustee and no one else shall cancel all Notes  surrendered for
registration of transfer,  exchange,  payment,  replacement or cancellation  and
shall  promptly  destroy  all such  canceled  Notes and deliver to the Company a
certificate  of the  destruction  of such  Notes.  The Company may not issue new
Notes to replace  Notes that have been paid or that have been  delivered  to the
Trustee for cancellation.


     SECTION 2.11.  DEFAULTED INTEREST.  If the Company defaults in a payment of
interest  on the Notes,  the  Company  shall pay the  defaulted  interest in any
lawful  manner plus,  to the extent  lawful,  interest  payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate  provided  in the Notes and in  Section  5.1  hereof.  The
Company shall notify the Trustee in writing of the amount of defaulted  interest
proposed  to be paid on each  Note and the  date of the  proposed  payment.  The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special  record  date,  the  Company  (or,  upon the written  request of the
Company,  the Trustee in the name and at the expense of the Company)  shall mail
or cause to be mailed to Holders a notice that states the special  record  date,
the related payment date and the amount of such interest to be paid.

     SECTION 2.12. PERSONS DEEMED OWNERS. Prior to due presentment of a Note for
registration  of transfer and subject to Section 2.11 hereof,  the Company,  the
Trustee,  any Paying  Agent,  any co-  registrar  and any Registrar may deem and
treat the person in whose name any Note shall be registered upon the register of
Notes kept by the  Registrar as the absolute  owner of such Note (whether or not
such Note shall be overdue and  notwithstanding any notation of the ownership or
other writing thereon made by anyone other than the Company, any co-registrar or
any  Registrar)  for the purpose of receiving  all payments with respect to such
Note and for all other  purposes,  and none of the  Company,  the  Trustee,  any
Paying Agent, any co- registrar or any Registrar shall be affected by any notice
to the contrary.


     SECTION  2.13.  CUSIP  NUMBERS.  The Company in issuing the Notes may use a
"CUSIP" number,  and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders; provided,  however, that any
such notice may state that no  representation  is made as to the  correctness or
accuracy  of the CUSIP  number  printed in the notice or on the Notes,  and that
reliance may be placed only on the other  identification  numbers printed on the
Notes.

                                  ARTICLE III.

                                    RANKING

     SECTION  3.1.  RANKING  OF NOTES.  The Notes  shall  rank (i) senior to the
Company's Subordinated Indebtedness and (ii) subordinate to the Company's Senior
Indebtedness to the extent and in the manner provided in this Article III.

     SECTION 3.2. NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.

          (a) The Company agrees, and each Holder of the Notes by his acceptance
     thereof likewise agrees, that the payment of the principal of, and interest
     on and  any  other  amounts  under,  the  Notes  (all of the  foregoing,  a
     "Payment" or  "Distribution")  is subordinated and junior in right and time
     of payment,  to the extent and in the manner  provided in this Article III,
     to the prior irrevocable payment in full in cash of all Senior Indebtedness
     outstanding  on the date  hereof and shall be senior in right of payment to
     all  Indebtedness  (except  the  Senior  Indebtedness)  hereafter  created,
     incurred, assumed or guaranteed by the Company.

          A  Payment  or  Distribution  shall  include  any asset of any kind or
     character,  and may  consist  of cash,  securities  or other  property,  by
     set-off or otherwise, and shall include, without limitation,  any purchase,
     redemption  or other  acquisition  of Notes or the making of any deposit of
     funds pursuant to this Indenture.

          (b) The Senior Indebtedness of the Company shall continue to be Senior
     Indebtedness and entitled to the benefit of these subordination  provisions
     irrespective  of any  amendment,  modification,  refunding,  refinancing or
     waiver of any term of any instrument  relating to refinancing of the Senior
     Indebtedness.

          (c) All the  provisions  of this  Indenture  and the  Notes  shall  be
     subject  to the  provisions  of  this  Article  III so far as  they  may be
     applicable thereto,  except that nothing in this Article III shall apply to
     claims for, or payments to, the Trustee under or pursuant to Section 8.7.

          (d) No right of any  holder  of any  Senior  Indebtedness  to  enforce
     subordination  as  herein  provided  shall  at any  time  or in any  way be
     affected or impaired by any failure to act on the part of the Company,  any
     Paying Agent,  the Holders of the Notes,  the Trustee or the holders of the
     Senior  Indebtedness,  or by any  noncompliance by the Company,  any Paying
     Agent,  the  Holders  of the Notes or the  Trustee  with any of the  terms,
     provisions and covenants of the Notes or this Indenture,  regardless of any
     knowledge  thereof that any such holder of Senior  Indebtedness may have or
     be otherwise charged with.

          (e) Except for such Payments or Distributions  permitted to be made to
     the  Holders  of  the  Notes  pursuant  to  Section  3.3,  any  Payment  or
     Distribution,  whether in cash,  securities or other  property  which would
     otherwise,  but for the terms hereof,  be payable or deliverable in respect
     of the Subordinated Indebtedness shall be paid or delivered directly to the
     holders  of the  Senior  Indebtedness  until  all  Senior  Indebtedness  is
     irrevocably  paid in full in cash and all  commitments  to lend  under  the
     Senior Credit Facility  Documents shall have been  terminated.  Each of the
     Trustee and the Holders of the Notes irrevocably  authorizes,  empowers and
     directs any debtor, debtor in possession,  receiver,  trustee,  liquidator,
     custodian,  conservator  or  other  person  having  authority,  to  pay  or
     otherwise deliver all such Payments and Distributions to the holders of the
     Senior Indebtedness.  Each of the Trustee and the Holders of the Notes also
     irrevocably authorizes and empowers the holders of the Senior Indebtedness,
     in the name of such  Trustee and the Holders of the Notes,  to demand,  sue
     for, collect and receive any and all such Payments and Distributions.

          (f) Each of the  Trustee  and the  Holders of the Notes  agrees not to
     initiate, prosecute or participate in any claim, action or other proceeding
     challenging  the  enforceability,  validity,  perfection or priority of the
     Senior  Indebtedness,  any liens and security interests securing the Senior
     Indebtedness, any claim or adequate protection rights granted or allowed by
     a bankruptcy  court in favor of the Senior  Indebtedness  or the holders of
     the Senior  Indebtedness,  the terms of any proposed orders authorizing the
     use of cash  collateral  to which a majority  of the  holders of the Senior
     Indebtedness  consents,  or the terms of any proposed  debtor-in-possession
     financing  to be  provided  by the  holders of the Senior  Indebtedness  or
     otherwise supported by a majority of the holders of the Senior Indebtedness
     in such Proceeding,  including,  without limitation, any claim or objection
     based on lack of  adequate  protection  with  respect  to the  Subordinated
     Indebtedness.

          (g)  Each of the  Trustee  and the  Holders  of the  Notes  agrees  to
     execute,  verify,  deliver  and file any  proofs of claim in respect of the
     Subordinated   Indebtedness   requested   by  the  holders  of  the  Senior
     Indebtedness in connection with any such Proceeding and hereby  irrevocably
     authorizes,  empowers and appoints the holders of the Senior  Indebtedness,
     its agent and  attorney-in-fact  to (i) execute,  verify,  deliver and file
     such  proofs of claim upon the failure of the Trustee or the Holders of the
     Notes  promptly to do so prior to 15 days before the expiration of the time
     to file any  such  proof of claim  and  (ii)  vote  such  claim in any such
     Proceeding  upon the failure of the Trustee and the Holders of the Notes to
     do so prior to 10 days before the  expiration  of the time to vote any such
     claim;  provided that the holders of the Senior  Indebtedness shall have no
     obligation to execute,  verify, deliver, file and/or vote any such proof of
     claim.  In the event that the holders of the Senior  Indebtedness  vote any
     claim in accordance with the authority granted hereby,  the Trustee and the
     Holders of the Notes shall not be entitled to change or withdraw such vote.

          (h) The Senior  Indebtedness  shall  continue  to be treated as Senior
     Indebtedness  and the  provisions  of this  Article  III shall  continue to
     govern the  relative  rights and  priorities  of the  holders of the Senior
     Indebtedness  and the  Trustee  and the Holders of the Notes even if all or
     part of the Senior  Indebtedness  or the  security  interests  securing the
     Senior Indebtedness are subordinated,  set aside,  avoided,  invalidated or
     disallowed in connection  with any such  Proceeding,  and the provisions of
     this Article III shall be  reinstated  if at any time any payment of any of
     the Senior  Indebtedness  is rescinded or must otherwise be returned by any
     holder of Senior Indebtedness or any representative of such holder.

     SECTION 3.3.  COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO NOTES IN CERTAIN
CIRCUMSTANCES.


     No Payment or Distribution shall be made by the Company, the Trustee or any
Paying Agent on account of principal of,  interest on or any other amounts under
the  Notes,  whether  upon  stated  maturity,  redemption  or  acceleration,  or
otherwise,  or on account of the purchase or other acquisition of Notes, whether
upon stated maturity, redemption or acceleration, or otherwise, until the Senior
Indebtedness  is  irrevocably  paid in full in cash and all  commitments to lend
under the Senior Credit Facility Documents shall be terminated.  Notwithstanding
the foregoing,  so long as no default under the Senior Credit Facility Documents
has occurred  and is  continuing,  the Company may make and the Trustee,  Paying
Agent and Holders may receive,  accept and retain regularly  scheduled  interest
payments that are due under the Notes.

     Until the Senior  Indebtedness is irrevocably  paid in full in cash and all
commitments  to lend  under  the  Senior  Credit  Facility  Documents  shall  be
terminated, the Trustee, Paying Agent, Collateral Agent and Holders of the Notes
shall  not,  without  the prior  written  consent  of the  holders of the Senior
Indebtedness,  take any  Enforcement  Action  with  respect to the  Subordinated
Indebtedness.  For purposes of this Indenture,  "Enforcement  Action" shall mean
(a) to take any  enforcement  action  or  otherwise  commence  the  exercise  of
remedies against the Company or any guarantor of the  Subordinated  Indebtedness
to collect all or any part of the Subordinated Indebtedness, including by way of
set-off, (b) to sue for payment of, or to initiate or participate with others in
any suit, action or proceeding  against the Company or any such guarantor to (i)
enforce  payment  of or to  collect  the  whole or any part of the  Subordinated
Indebtedness  or (ii)  commence  judicial  enforcement  of any of the rights and
remedies under the  Subordinated  Indebtedness  Documents or applicable law with
respect to the  Subordinated  Indebtedness,  (c) to accelerate the  Subordinated
Indebtedness, (d) to exercise any put option or to cause the Company or any such
guarantor to honor any redemption or mandatory  prepayment  obligation under any
Subordinated  Indebtedness  Document or (e) take any action under the provisions
of any  state  or  federal  law,  including,  without  limitation,  the  Uniform
Commercial Code, or under any contract or agreement, to enforce, foreclose upon,
take  possession  of or sell any  property  or assets of the Company or any such
guarantor.

     Upon any  acceleration  of the principal of the Notes or any payment by the
Company  or  distribution  of assets of the  Company  of any kind or  character,
whether in cash,  property or securities,  to creditors upon any  dissolution or
winding up or liquidation or reorganization of the Company, whether voluntary or
involuntary,  or in bankruptcy,  insolvency,  receivership or other proceedings,
all  amounts  due or to become due upon all Senior  Indebtedness  shall first be
paid in full in cash, or payment thereof provided for to the satisfaction of the
holders  thereof,  before any Payment or  Distribution is made on account of the
principal of, interest on or any other amount under the Notes; and upon any such
dissolution  or winding up or  liquidation  or  reorganization,  any  Payment or
Distribution by the Company or distribution of assets of the Company of any kind
or character,  whether in cash, property or securities (other than securities of
the Company as  reorganized  or  readjusted  or securities of the Company or any
other company,  trust or corporation provided for by a plan of reorganization or
readjustment,  the payment of which is junior or otherwise subordinate, at least
to the extent  provided  in this  Article  III with  respect to the Notes to the
payment of all Senior  Indebtedness and to the payment of all securities  issued
in exchange therefor to the holders of the Senior  Indebtedness,  and the rights
of the  holders of Senior  Indebtedness  of the  Company are not altered by such
plan of reorganization  or  readjustment),  to which the Holders of the Notes or
the Trustee  would be entitled  except for the  provisions  of this Article III,
shall  be  paid  by the  Company  or by any  receiver,  trustee  in  bankruptcy,
liquidating  trustee,  agent or other Person making such Payment or Distribution
directly  to the  holders  of  Senior  Indebtedness  of  the  Company  or  their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing any Senior  Indebtedness
may have been issued,  as their respective  interests may appear,  to the extent
necessary to pay all Senior Indebtedness in full in cash, after giving effect to
any  concurrent  payment  or  distribution  to or  for  the  holders  of  Senior
Indebtedness,  before any Payment or  Distribution is made to the Holders of the
Notes or to the  Trustee,  except  that  the  Trustee  will  have a lien for the
payment of its fees and expenses.

     In  the  event  that,   notwithstanding  the  foregoing,   any  Payment  or
Distribution  by the Company of any kind or  character,  (whether  such  payment
shall be in cash,  property or securities) which is prohibited by the foregoing,
shall have been made to the  Trustee,  Paying  Agent or the Holders of the Notes
before all Senior Indebtedness is irrevocably paid in full in cash, or provision
is made for such payment to the satisfaction of the holders thereof, and if such
fact shall then have been or  thereafter  be made known to the  Trustee,  Paying
Agent or, as the case may be, such  Holder,  then and in such event such Payment
or Distribution  shall be paid over by the Trustee,  Paying Agent or such Holder
or delivered to the holders of Senior  Indebtedness or their  representative  or
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any instruments  evidencing any Senior  Indebtedness may have been issued,
as their respective  interests may appear, for application to the payment of all
Senior  Indebtedness  remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash,  after giving effect to any concurrent  Payment or
Distribution  to or for the holders of such Senior  Indebtedness,  and, until so
delivered,  the  same  shall be held in  trust  by any  Holder  of a Note as the
property of the holders of Senior Indebtedness.

     The  consolidation  of the Company with, or the merger of the Company into,
another Person or the  liquidation  or dissolution of the Company  following the
conveyance or transfer of its property as an entirety,  or  substantially  as an
entirety,  to another  corporation  upon the terms and  conditions  provided  in
Article  VI shall  not be  deemed a  dissolution,  winding  up,  liquidation  or
reorganization  for the purposes of this Section 3.3 if such other Person shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions  stated in Article VI.  Nothing in this Section shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 8.7.

     The holders of Senior  Indebtedness may, at any time and from time to time,
without the consent of or notice to the Holders of the Notes,  without incurring
responsibility  to the Holders of the Notes and without  impairing  or releasing
(or impacting the  subordination  provisions  hereunder) the  obligations of the
Holders of the Notes hereunder to the holders of Senior Indebtedness: (i) change
the  manner,  place or terms of  payment or change or extend the time of payment
of, or renew or alter,  Senior  Indebtedness,  or otherwise  amend in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which  Senior  Indebtedness  is  outstanding;  (ii) sell,  exchange,  release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness;  (iii) release any Person liable in any manner for the  collection
of Senior Indebtedness;  (iv) apply any amounts received to any liability of the
Company owing to holders of Senior Indebtedness;  and/or (v) exercise or refrain
from exercising any rights against the Company and any other Person.

     SECTION 3.4. SUBROGATION OF NOTES.

     Subject to the prior  irrevocable  payment  in full in cash of all  amounts
then due (whether by  acceleration  of the  maturity  thereof or  otherwise)  on
account of all Senior  Indebtedness at the time outstanding,  the Holders of the
Notes shall be subrogated to the rights of the holders of Senior Indebtedness to
receive Payments or Distributions of cash, property or securities of the Company
applicable  to the Senior  Indebtedness  until the principal of, or interest on,
the Notes shall be paid in full; and, for the purposes of such  subrogation,  no
Payments or  Distributions  to the holders of Senior  Indebtedness  to which the
Holders of the Notes or the Trustee would be entitled  except for the provisions
of this Article III, and no payments  pursuant to the provisions of this Article
III to the  holders  of  Senior  Indebtedness  by  Holders  of the  Notes or the
Trustee,  shall,  as between the Company,  the  Company's  creditors  other than
holders of Senior Indebtedness,  and the Holders of the Notes, be deemed to be a
payment  by the  Company to or on  account  of the  Senior  Indebtedness.  It is
understood  that the provisions of this Article III are and are intended  solely
for the purpose of defining the relative  rights of the Holders of the Notes, on
the one hand, and the holders of Senior Indebtedness, on the other hand.

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

     Upon any payment or  distribution  of assets of the Company  referred to in
this Article III, the  Trustee,  subject to the  provisions  of Sections 8.1 and
8.2,  and the  Holders of the Notes  shall be entitled to rely upon any order or
decree made by any court of  competent  jurisdiction  in which any  dissolution,
winding  up,   liquidation  or  reorganization   proceedings  are  pending,   or
certificate of the receiver,  trustee in bankruptcy,  liquidating trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the  Holders  of the  Notes,  for the  purpose of  ascertaining  the  Persons
entitled to participate in such 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 III.

     SECTION 3.5.  AUTHORIZATION  BY HOLDERS OF NOTES.  Each holder of a Note by
his acceptance  thereof authorizes and directs the Trustee on his behalf to take
such action as may be necessary or  appropriate  to  effectuate,  as between the
Holder of the Note and the  holders of Senior  Indebtedness,  the  subordination
provided for in this  Article III and appoints the Trustee his  attorney-in-fact
for any and all such purposes including, without limitation, to execute, verify,
deliver and file any proofs of claim which any holder of Senior Indebtedness may
at any time  require  in order to prove and  realize  upon any  rights or claims
pertaining to the Notes and to effectuate the full benefit of the  subordination
contained  herein.  If the Trustee shall fail to do so prior to 30 days prior to
the  expiration of the period for filing such claims,  any such holder of Senior
Indebtedness  shall  be  deemed  to  be  irrevocably  appointed  the  agent  and
attorney-in-fact  of the Holder to  execute,  verify,  deliver and file any such
proofs of claim;  provided that no holder of Senior Indebtedness shall incur any
liability  for any  failure  to  exercise  its right to file any such  proofs of
claim.

SECTION  3.6.  NOTICES TO TRUSTEE.

     The  Company  shall give prompt  written  notice to the Trustee of any fact
known to it which  would  prohibit  the making of any payment of moneys to or by
the Trustee in respect of the Notes  pursuant to the  provisions of this Article
III.  Notwithstanding  the provisions of this Article III 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 of moneys
to or by the Trustee in respect of the Notes  pursuant to the provisions of this
Article  III unless and until the Trustee  shall have  received  written  notice
thereof from the Company or a holder or holders of Senior  Indebtedness  or from
any trustee or agent  therefor;  and,  prior to the receipt of any such  written
notice, the Trustee, subject to the provisions of Sections 8.1 and 8.2, shall be
entitled in all respects to assume that no such facts exist; provided,  however,
that if the Trustee shall not have  received at least three  Business Days prior
to the date upon which by the terms  hereof any such  moneys may become  payable
for any purpose (including, without limitation, the payment of the principal of,
or interest on, any Note) with respect to such moneys the notice provided for in
this   Section   3.6,   then,   anything   herein   contained  to  the  contrary
notwithstanding,  the Trustee shall have the full power and authority to receive
such moneys and to apply the same to the  purpose  for which they were  received
and shall not be affected by any notice to the contrary which may be received by
it within three Business Days prior to such date or at any time thereafter.

     The Trustee shall be entitled to rely conclusively on the delivery to it of
a  written  notice  by a Person  representing  himself  to be a holder of Senior
Indebtedness  (or a trustee  on behalf of such  holder) to  establish  that such
notice has been given by a holder of Senior  Indebtedness  or a trustee or agent
on behalf of any such holder.  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  III,  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  III,  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 3.7. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

     The Trustee in its individual  capacity shall be entitled to all the rights
set forth in this Article III in respect of any Senior  Indebtedness at any time
held by it, to the same extent as any other holder of Senior  Indebtedness,  and
nothing in this  Section 3.7 or elsewhere in this  Indenture  shall  deprive the
Trustee of any of its rights as such holder.

     With respect to the holders of Senior Indebtedness,  the Trustee undertakes
to perform or to  observe  only such of its  covenants  and  obligations  as are
specifically  set  forth  in this  Article  III,  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 owe any fiduciary
duty to the  holders  of Senior  Indebtedness  and shall not be  liable,  in the
absence of the Trustee's  gross  negligence or willful  misconduct,  to any such
holder if the Trustee shall  mistakenly pay over or distribute to Holders of the
Notes or the Company or any other  Person money or assets to which any holder of
Senior  Indebtedness  shall  be  entitled  by  virtue  of  this  Article  III or
otherwise.


     SECTION 3.8. NO  IMPAIRMENT  OF  SUBORDINATION.  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,  the Trustee or the Holder of any of
the Notes or by any act, or failure to act, in good faith, by any such holder of
Senior Indebtedness,  or by any noncompliance by the Company, the Trustee or the
Holder of any of the Notes  with the terms,  provisions  and  covenants  of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

     SECTION 3.9.  ARTICLE III NOT TO PREVENT EVENTS OF DEFAULT.  The failure to
make a payment on account of  principal  of, or interest on, the Notes by reason
of any  provision in this Article III shall not be construed as  preventing  the
occurrence  of an Event of Default with respect to such Notes under Section 7.1.
SECTION

     3.10. PAYING AGENTS OTHER THAN TRUSTEE.  In any 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 III shall in
such case (unless the context shall otherwise require) 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 III in addition
to or in place of the Trustee.

     SECTION 3.11. NOTES SENIOR TO SUBORDINATED  INDEBTEDNESS.  The indebtedness
represented  by the Notes  will be senior  and prior in right of  payment to all
Subordinated  Indebtedness,  to the extent and in the  manner  provided  in such
Subordinated Indebtedness,  and shall be senior and prior in right of payment to
all  Indebtedness  hereafter  created,  incurred,  assumed or  guaranteed by the
Company   (except   to  the  extent   such   Indebtedness   constitutes   Senior
Indebtedness).

     SECTION 3.12. SUBORDINATION OF LIENS AND SECURITY INTERESTS. Subject to the
terms of the  Intercreditor  Agreement,  until the Senior  Indebtedness has been
irrevocably  paid in full in cash and all lending  commitments  under the Senior
Credit Facility  Documents have terminated,  any Liens and security interests of
the Collateral Agent, Trustee or any Holder of the Notes in the Collateral which
may exist  shall be and  hereby are  subordinated  for all  purposes  and in all
respects  to the Liens and  security  interests  of the  holders  of the  Senior
Indebtedness  in the  Collateral,  regardless  of the  time,  manner or order of
perfection  of any such  Liens  and  security  interests.  Each of the  Trustee,
Collateral Agent and the Holders of the Subordinated Indebtedness agrees that it
will  not  at  any  time   contest  the   validity,   perfection,   priority  or
enforceability of the Senior Indebtedness, the Senior Credit Facility Documents,
or the Liens and security interests of the holders of the Senior Indebtedness in
the Collateral securing the Senior Indebtedness.

     SECTION 3.13.  LEGEND.  Until the Senior  Indebtedness has been irrevocably
paid in full  in cash  and all  lending  commitments  under  the  Senior  Credit
Facility Documents have terminated,  the Trustee and each Holder of Subordinated
Indebtedness will cause to be clearly, conspicuously and prominently inserted on
the face of the Notes,  as well as any  renewals or  replacements  thereof,  the
following legend:

          This  instrument and the rights and obligations  evidenced  hereby are
          subordinate  in the manner and to the extent set forth in Article  III
          of that  certain  Indenture,  entered into as of March 15, 2002 by and
          between THE COMPANY, and U.S. Bank National  Association,  as trustee,
          to the  senior  indebtedness  (as  defined in such  indenture)  OF the
          Company,  including,  without  limitation,  the Peoria County Loan and
          Indebtedness  under the  Senior  Credit  Facility  Documents,  each as
          defined in the indenture;  and each holder of this instrument,  by its
          acceptance hereof, irrevocably agrees to be bound by the provisions of
          the Indenture.

     SECTION 3.14. MODIFICATION OF INDENTURE.  Until the Senior Indebtedness has
been  irrevocably  paid in full in cash and all  lending  commitments  under the
Senior Credit Facility Documents have terminated,  and notwithstanding  anything
to the contrary contained in this Indenture,  the Trustee and the Holders of the
Notes shall not,  without the prior written consent of the holders of the Senior
Indebtedness, agree to any amendment,  restatement,  modification,  refinancing,
refunding or supplement to this Indenture or the Notes.

     SECTION 3.15.  ASSIGNMENT OF SENIOR INDEBTEDNESS.  Any holder of the Senior
Indebtedness may, from time to time, without notice to the Trustee or any Holder
of the Notes,  assign or transfer any or all of the Senior  Indebtedness  or any
interest  therein to any Person  and,  notwithstanding  any such  assignment  or
transfer,  or any  subsequent  assignment or transfer,  the Senior  Indebtedness
shall,  subject to the terms  hereof,  be and  remain  Senior  Indebtedness  for
purposes  of this  Indenture,  and every  assignee or  transferee  of any of the
Senior  Indebtedness  or of any  interest  therein  shall,  to the extent of the
interest of such assignee or transferee in the Senior Indebtedness,  be entitled
to rely upon and be the third party  beneficiary of the  subordination  provided
under this  Indenture and shall be entitled to enforce the terms and  provisions
hereof.   The  holders  of  the  Senior   Indebtedness   shall  be  third  party
beneficiaries under this Article III hereof.

     SECTION 3.16. RELEASE OF LIENS. Subject to the Intercreditor Agreement, the
holders of the  Senior  Indebtedness'  rights  with  respect  to the  Collateral
include the right to release any or all of the Collateral  from any or all liens
or encumbrances in favor of the holders of the Senior Indebtedness, the Trustee,
the Collateral Agent and the Holders of the Notes in connection with any sale of
all or any portion of the Collateral.  The Trustee, the Collateral Agent and the
Holders of the Notes are hereby deemed to have consented to all such sales. Upon
the  request of the holders of the Senior  Indebtedness,  the  Collateral  Agent
shall deliver to the holders of the Senior  Indebtedness  such duly executed and
undated   UCC  and,   as   applicable,   intellectual   property   terminations,
satisfactions  and discharges of mortgages (the term "mortgage"  being deemed to
include mortgage deeds, deeds of trust and other similar instruments  creating a
lien on real property),  termination  statements and partial release  statements
(in  blank as to the  assets  being  released),  as the  holders  of the  Senior
Indebtedness  may request with respect to the Collateral  Agent's and Holders of
the Notes' liens on any or all of the  Company's  assets.  If the holders of the
Senior Indebtedness shall determine,  in connection with any sale of Collateral,
that the termination,  satisfaction, discharge or partial release of the lien on
all or any portion of the  Collateral in connection  with such sale is necessary
or  advisable,  the  holders  of the  Senior  Indebtedness  may  deliver  to the
applicable purchaser at such sale (or, upon the request of such purchaser, file)
such  previously  delivered  termination,  satisfaction,  discharge  or  partial
release  documents,  which partial  release  documents the holders of the Senior
Indebtedness  are hereby  authorized  to complete  (whether one or more and from
time to time)) by inserting the  description  of the assets to be released.  The
Collateral Agent shall execute such other release,  satisfaction,  discharge and
termination documents and instruments and shall take such further actions as the
holders of the Senior Indebtedness shall request. The Trustee,  Collateral Agent
and  Holders of the Notes each  hereby  irrevocably  constitute  and appoint the
holders of the Senior Indebtedness, with full power of substitution, as its true
and lawful  attorney-in-fact  with full  irrevocable  power and authority in the
place and stead of such Trustee,  Collateral  Agent and Holders of the Notes and
in their name or in the holders of the Senior  Indebtedness' own name, from time
to time in the holders of the Senior Indebtedness'  discretion,  for the purpose
of carrying out the terms of this Section 3.16, to take any and all  appropriate
action  and to  execute  any and all  documents  and  instruments  which  may be
necessary  or  desirable  to  accomplish  the  purposes  of this  Section  3.16,
including, without limitation, any terminations of financing statements, partial
lien releases, mortgage satisfactions and discharges, endorsements,  assignments
or other instruments of transfer,  termination or release,  and, in addition, to
take any and all other  appropriate and commercially  reasonably  action for the
purpose of carrying out the terms of this Section 3.16. The Trustee,  Collateral
Agent and  Holders  of the Notes  hereby  ratify all that said  attorneys  shall
lawfully do or cause to be done  pursuant  to the power of  attorney  granted in
this Section  3.16.  No person to whom this power of attorney is  presented,  as
authority for holders of the Senior  Indebtedness  to take any action or actions
contemplated hereby, shall be required to inquire into or seek confirmation from
the Trustee, Collateral Agent or Holders of the Notes as to the authority of the
holders of the Senior Indebtedness to take any action described herein, or as to
the  existence  of or  fulfillment  of any  condition to this power of attorney,
which  is  intended  to  grant  to  the  holders  of  the  Senior   Indebtedness
unconditionally  the  authority  to take and perform  the  actions  contemplated
herein.  Each of the  Trustee,  Collateral  Agent and the  Holders  of the Notes
irrevocably  waives any right to commence any suit or action,  in law or equity,
against any person or entity  which acts in reliance  upon or  acknowledges  the
authority granted under this power of attorney.


     SECTION  3.17.  AMENDMENT OF ARTICLE  III.  Notwithstanding  any  provision
hereof to the contrary,  no amendment or  modification of this Article III shall
be  effective  against  any  holder of Senior  Indebtedness,  the  Trustee,  the
Collateral Agent, the Paying Agent or any Holder of the Notes unless the holders
of the Senior Indebtedness so consent.

                                  ARTICLE IV.

                                   REDEMPTION

     SECTION 4.1. NOTICES TO TRUSTEE.

     If the Company elects to redeem Notes pursuant to the provisions of Section
4.7 hereof, it shall furnish to the Trustee,  at least 45 days but not more than
60 days before the  Redemption  Date,  an Officers'  Certificate  of the Company
setting forth the Redemption  Date, the principal amount of Notes to be redeemed
and the Redemption Price.

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


     SECTION 4.2.  SELECTION  OF NOTES.  If less than all of the Notes are to be
redeemed,  the Trustee shall select the Notes or portions thereof to be redeemed
by lot,  pro rata or by such  other  method as the  Trustee  shall deem fair and
appropriate.  In the event of partial redemption by lot, the particular Notes or
portions  thereof to be redeemed shall be selected,  unless  otherwise  provided
herein,  not less than 30 nor more than 60 days prior to the Redemption  Date by
the Trustee from the outstanding Notes not previously called for redemption. The
Trustee  shall  promptly  notify the Company in writing of the Notes or portions
thereof  selected  for  redemption  and,  in the case of any Note  selected  for
partial  redemption,  the  principal  amount  thereof to be redeemed.  Notes and
portions thereof selected shall be in amounts of $500 or even multiples thereof;
except  that if all of the  Notes of a Holder  are to be  redeemed,  the  entire
outstanding amount of Notes held by such Holder, even if not a multiple of $500,
shall be redeemed.

     SECTION 4.3. NOTICE OF OPTIONAL REDEMPTION.

     In the event  Notes are to be redeemed  pursuant to Section 4.7 hereof,  at
least 30 days but not more than 60 days before the Redemption  Date, the Company
shall mail a notice of  redemption to each Holder whose Notes are to be redeemed
in whole or in part at its registered address,  with a copy to the Trustee.  The
notice shall  identify the Notes or portions  thereof to be redeemed,  including
CUSIP numbers, and shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

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

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

     (e) that Notes  called for  redemption  must be  surrendered  to the Paying
Agent to  collect  the  Redemption  Price and  accrued  interest  thereon to the
Redemption Date;

     (f) that,  unless the Company  defaults in making the  redemption  payment,
interest on Notes  called for  redemption  will cease to accrue on and after the
Redemption Date, and the only remaining right of the Holders of such Notes is to
receive  payment of the  Redemption  Price and accrued  interest  thereon to the
Redemption Date upon surrender to the Paying Agent of the Notes redeemed; and

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

     If the  Redemption  Date is on or after an  interest  record date and on or
before the related Interest Payment Date, any accrued and unpaid interest to the
Redemption  Date shall be paid to the Person in whose name a Note is  registered
at the close of business on such record date,  and no additional  interest shall
be payable to Holders pursuant to the redemption.

     At the Company's  request,  the Trustee shall give the notice of redemption
in the  Company's  name and at its  expense;  provided  that the  Company  shall
deliver  to the  Trustee,  at least 40 days  prior to the  Redemption  Date,  an
Officers'  Certificate  of the Company  requesting  that the  Trustee  give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

     SECTION 4.4.  EFFECT OF NOTICE OF REDEMPTION.  Once notice of redemption is
mailed,  Notes or portions thereof called for redemption  become due and payable
on the  Redemption  Date at the Redemption  Price.  Upon surrender to any Paying
Agent,  such Notes or portions  thereof shall be paid at the  Redemption  Price,
plus  accrued  interest  to  the  Redemption  Date;  provided,   however,   that
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes,  registered  as such, at the
close  of  business  on the  relevant  record  date  for  the  payment  of  such
installment of interest.

     SECTION 4.5.  DEPOSIT OF  REDEMPTION  PRICE.  On or before each  Redemption
Date, the Company shall irrevocably  deposit with the Trustee or with the Paying
Agent  money  sufficient  to pay the  aggregate  amount  due on all  Notes to be
redeemed  on that date,  including  without  limitation  any  accrued and unpaid
interest to the  Redemption  Date.  Upon  written  request by the  Company,  the
Trustee or the Paying Agent shall  promptly  return to the Company any money not
required for that purpose.  Unless the Company  defaults in making such payment,
interest  on the Notes to be  redeemed  will  cease to accrue on the  applicable
Redemption  Date,  whether or not such Notes are presented  for payment.  If any
Note called for redemption  shall not be so paid upon  surrender  because of the
failure of the Company to comply with the preceding paragraph,  interest will be
paid on the unpaid  Redemption  Price from the applicable  Redemption Date until
such amount is paid,  and on any interest not paid on such amount,  in each case
at the rate provided in the Notes and in Section 5.1 hereof.

     SECTION  4.6.  NOTES  REDEEMED IN PART.  Upon  surrender  of a Note that is
redeemed in part, the Company shall issue and the Trustee shall authenticate for
the Holder at the expense of the Company a new Note equal in principal amount to
portion of the Note surrendered that is not to be redeemed.


     SECTION 4.7. OPTIONAL REDEMPTION.

     (a) At any time,  and from time to time,  after the Issue  Date,  the Notes
will be subject to redemption at the option of the Company, in whole or in part,
upon not less than 30 nor more than 60 days'  notice,  at the  Redemption  Price
plus accrued and unpaid interest thereon to the applicable Redemption Date.

          (b) Any redemption pursuant to this Section 4.7 shall be made pursuant
     to the provisions of Sections 4.1 through 4.6 hereof.

                                   ARTICLE V.

                                    COVENANTS

     SECTION 5.1. PAYMENT OF PRINCIPAL AND INTEREST.

     The  Company  shall pay or cause to be paid the  principal  and  Redemption
Price of, and  interest  on, the Notes on the dates,  in the  amounts and in the
manner  provided  herein  and in the  Notes.  Principal,  Redemption  Price  and
interest shall be considered  paid on the date due if the Paying Agent, if other
than the  Company,  holds  as of 5:00  p.m.  Eastern  Time on the  Business  Day
immediately   preceding  such  due  date  money  deposited  by  the  Company  in
immediately  available  funds  and  designated  for  and  sufficient  to pay the
aggregate amount then due.

     The Company  shall pay interest  (including  post-petition  interest in any
proceeding  under any Bankruptcy Law) on overdue  principal and Redemption Price
at the rate equal to 1% per annum in excess of the then applicable interest rate
on  the  Notes  to  the  extent  lawful;   it  shall  pay  interest   (including
post-petition  interest in any proceeding  under any Bankruptcy  Law) on overdue
installments of interest at the same rate to the extent lawful.

     SECTION 5.2. COMPLIANCE CERTIFICATE.

     (a) The Company shall deliver to the Trustee,  within 60 days after the end
of each of the first three fiscal  quarters of each fiscal  year,  and within 90
days after the end of each fiscal year, an Officers'  Certificate of the Company
stating  that a review of the  activities  of the Company  and its  Subsidiaries
during the preceding  fiscal period has been made under the  supervision  of the
signing  Officers  with a view to  determining  whether  the  Company  has kept,
observed,  performed and fulfilled its  obligations  under this Indenture in all
material  respects,  and further  stating,  as to each such Officer signing such
certificate,  that to the best of his or her  knowledge  the  Company  has kept,
observed,  performed and  fulfilled  each and every  covenant  contained in this
Indenture in all material  respects and is not in Default in the  performance or
observance of any of the terms,  provisions  and  conditions  of this  Indenture
(and, if a Default or Event of Default shall have occurred, describing each such
Default or Event of Default  and its status with  particularity)  of which he or
she may have  knowledge,  and that to the best of his or her  knowledge no event
has occurred and remains in existence by reason of which  payments on account of
the  principal of or  interest,  if any, on the Notes is  prohibited  or if such
event has occurred, a description of the event. The Officers'  Certificate shall
also notify the Trustee  should the Company  elect to change the manner in which
it fixes its fiscal year end.

     (b) The Company shall, so long as any of the Notes are outstanding, deliver
to the  Trustee,  forthwith  (and in any event within five days) upon any of its
Officers  becoming  aware  of any  Default  or  Event of  Default  an  Officers'
Certificate of the Company specifying such Default or Event of Default.

     SECTION 5.3.  TAXES.  The Company shall pay or  discharge,  and shall cause
each of its Subsidiaries to pay or discharge, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good
faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders of the Notes.

     SECTION 5.4. STAY,  EXTENSION AND USURY LAWS. The Company covenants (to the
extent that it may  lawfully  do so) that it shall not at any time insist  upon,
plead,  or in any manner  whatsoever  claim or take the benefit or advantage of,
any stay,  extension or usury law wherever enacted, now or at any time hereafter
in force,  that may affect the covenants or the  performance of this  Indenture;
and the  Company (to the extent  that it may  lawfully  do so) hereby  expressly
waives all benefit or  advantage of any such law,  and  covenants  that it shall
not, by resort to any such law,  hinder,  delay or impede the  execution  of any
power herein  granted to the Trustee,  but shall suffer and permit the execution
of every such power as though such law had not been enacted.

     SECTION 5.5. CONTINUED EXISTENCE. Subject to Article VI hereof, the Company
shall do or cause to be done all things  necessary  to preserve and keep in full
force  and  effect  (i)  its  corporate   existence  in   accordance   with  the
organizational  documents  (as the same may be amended from time to time) of the
Company and (ii) the  material  rights  (charter  and  statutory),  licenses and
franchises  of the Company,  except to the extent that the Board  determines  in
good faith that the  preservation  of such  right,  license or  franchise  is no
longer  necessary or desirable in the conduct of the business of the Company and
its   Subsidiaries   taken  as  a  whole  and  that  the  loss  thereof  is  not
disadvantageous in any material respect to the Holders.

     SECTION 5.6.  IMPAIRMENT OF SECURITY  INTEREST.  The Company shall not, and
shall not permit any of its  Subsidiaries  to,  take or omit to take any action,
which  action  or  omission  might or would  have the  result  of  affecting  or
impairing the security  interest in favor of the Collateral  Agent, on behalf of
the Trustee and the  Holders,  with respect to the  Collateral,  and the Company
shall not grant to any Person (other than the Collateral  Agent on behalf of the
Trustee and the Holders) any interest  whatsoever in the Collateral,  except, in
either  case,  as  expressly  permitted  by  this  Indenture  and  the  Security
Documents.

     SECTION 5.7. AMENDMENT TO SECURITY  DOCUMENTS.  The Company will not amend,
modify or  supplement,  or permit or consent to any amendment,  modification  or
supplement  of, the Security  Documents in any way which would be adverse to the
Holders  without  the  consent of the  holders of at least 66 2/3% in  aggregate
principal amount of the then outstanding Notes.

     SECTION 5.8. INSPECTION AND CONFIDENTIALITY.

     (a) The Company shall,  and shall cause each of its Subsidiaries to, permit
authorized  representatives of the Trustee and the Collateral Agent to visit and
inspect the properties of the Company or its Subsidiaries, and any or all books,
records  and  documents  in  the  possession  of  the  Company  relating  to the
Collateral,  and to make  copies and take  extracts  therefrom  and to visit and
inspect the Collateral,  all upon reasonable prior notice and at such reasonable
times during normal business hours and as often as may be reasonably requested.

     (b) The Trustee and the Collateral  Agent and their  respective  authorized
representatives  referred to in Section 5.8(a) agree not to use any  information
obtained  pursuant  to this  Section  5.8 for any  unlawful  purpose and to keep
confidential  and not to disclose any such information to any person except that
(i) the recipient of the information  may disclose any information  that becomes
publicly available other than as a result of disclosure by such recipient,  (ii)
the recipient of the information  may disclose any information  that its counsel
reasonably  concludes is necessary to be disclosed by law, pursuant to any court
or  administrative  order or ruling or in any  pending  legal or  administrative
proceeding or  investigation  after prior written notice,  reasonable  under the
circumstances,  to the Company,  and (iii) the recipient of the  information may
disclose any information  necessary to be disclosed pursuant to any provision of
the TIA or pursuant to this Indenture.

                                  ARTICLE VI.

                                   SUCCESSORS

     SECTION 6.1. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

     The Company  shall not  consolidate  or merge with or into any other Person
(whether or not the Company is the surviving  corporation),  or permit any other
Person to  consolidate  or merge with or into the Company,  nor will the Company
sell,  assign,   transfer,   lease,  convey  or  otherwise  dispose  of  all  or
substantially  all of its assets in one or more related  transactions to another
corporation, Person or entity unless:

          (i) the Company  shall be the surviving  corporation  or the entity or
     the Person  formed by or  surviving  any such  consolidation  or merger (if
     other  than the  Company),  or to which such  sale,  assignment,  transfer,
     lease, conveyance or other disposition shall have been made (the "Surviving
     Entity"),  is a corporation  organized  and existing  under the laws of the
     United States, any state thereof, or the District of Columbia;

          (ii) the Surviving Entity,  if any, assumes by supplemental  indenture
     in a form reasonably  satisfactory to the Trustee all of the obligations of
     the Company under the Notes and this Indenture;

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

          (iv) in the case of a transfer  of assets,  the  Surviving  Entity has
     acquired  all or  substantially  all of the  assets  of the  Company  as an
     entirety.

     The Company shall deliver to the Trustee prior to the  consummation  of the
proposed  transaction  an Officers'  Certificate of the Company to the foregoing
effect and an Opinion of Counsel stating that the proposed  transaction and such
supplemental indenture comply with this Indenture.

     SECTION 6.2. SUCCESSOR CORPORATION  SUBSTITUTED.  Upon any consolidation or
merger,  or  any  sale,  lease,  conveyance  or  other  disposition  of  all  or
substantially  all of the assets of the Company in  accordance  with Section 6.1
hereof,  the Surviving  Entity shall succeed to and be substituted  for, and may
exercise  every right and power of, the Company  under this  Indenture  with the
same effect as if such  Surviving  Entity had been named as the Company  herein;
provided,  however,  that the predecessor Company shall not be relieved from the
obligation  to pay the  principal  or  Redemption  Price of, or interest on, the
Notes except in the case of a sale of all of the Company's assets that meets the
requirements of Section 6.1 hereof.

                                  ARTICLE VII.

                              DEFAULTS AND REMEDIES

     SECTION 7.1. EVENTS OF DEFAULT.

     An "Event of Default" occurs if:

     (a) the Company  defaults in the payment  when due of interest on the Notes
and such default continues for a period of 30 days;

     (b) the Company defaults in the payment when due of principal or Redemption
Price of the Notes, whether at maturity, upon redemption or otherwise;

     (c) the Company  fails to comply with any other  covenant,  representation,
warranty or other  agreement in this  Indenture or the Notes and such failure to
comply  continues for a period of 30 days after notice  thereof from the Trustee
or the  Holders  of at  least  30% in  aggregate  principal  amount  of the then
outstanding Notes;

     (d) a default  occurs under any  mortgage,  indenture or  instrument  under
which  there may be issued or by which  there may be  secured or  evidenced  any
Indebtedness for money borrowed by the Company or any of its Subsidiaries or the
payment  of which is  Guaranteed  by the  Company  or any of such  Subsidiaries,
whether such  Indebtedness or Guarantee now exists, or is created after the date
of this  Indenture,  which  default  results  in the  acceleration  of any  such
Indebtedness  prior to its express  maturity  and, in each case,  the  principal
amount of such  Indebtedness,  together with the  principal  amount of any other
such Indebtedness the maturity of which has been so accelerated,  aggregates $10
million or more;

     (e) a final  judgment  or final  judgments  for the  payment  of money  are
entered by a court or courts of  competent  jurisdiction  against the Company or
any of its Subsidiaries  and such judgment or judgments are not paid,  stayed or
discharged  (by  operation  of  appeal  or  otherwise)  for a period of 60 days,
provided that the aggregate of all such judgments exceeds $10 million (excluding
judgments to the extent  covered by  insurance in respect of which  coverage has
not been disclaimed or denied);

     (f) any of the Security  Documents ceases to be in full force and effect or
any of the  Security  Documents  ceases to give the Trustee  the Liens,  rights,
powers and privileges purported to be created thereby in any material respect;

     (g) the Company or any Subsidiary:

          (i) commences a voluntary case under any Bankruptcy Law,

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

          (iii) consents to the  appointment of a custodian or receiver of it or
     for all or substantially all of its property, or

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

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

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

          (ii) appoints a custodian or receiver of the Company or any Subsidiary
     or for all or substantially all of the property of any of the foregoing;

          (iii) orders the liquidation of the Company or any Subsidiary; and

          (iv)  the  order or  decree  remains  unstayed  and in  effect  for 60
     consecutive days.

     SECTION 7.2. ACCELERATION.

     If any Event of  Default  occurs  and is  continuing,  the  Trustee  or the
Holders of at least 30% in  principal  amount of the then  outstanding  Notes by
written notice to the Company (and the Trustee,  if such notice is given by such
Holders) may declare all the Notes to be due and payable  immediately.  Upon any
such  declaration,  the  entire  principal  amount of,  and  accrued  and unpaid
interest on the Notes  shall  become  immediately  due and  payable,  unless all
Events of Default specified in such acceleration notice (other than any Event of
Default in respect of non-payment of principal, Redemption Price or interest, if
any, which has become due solely by reason of such  declaration of acceleration)
shall have been cured.  Notwithstanding  the  foregoing,  if an Event of Default
specified in clause (g) or (h) of Section 7.1 hereof  occurs with respect to the
Company  or any  Subsidiary,  all  outstanding  Notes  shall be due and  payable
immediately without further action or notice.

     The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default  (except a Default or Event of Default  relating  to
the payment of principal, Redemption Price or interest) if it determines in good
faith that withholding notice is in their interest.

     SECTION  7.3.  OTHER  REMEDIES.  If an  Event  of  Default  occurs  and  is
continuing,  the Trustee may pursue any available  remedy to collect the payment
of principal or Redemption Price of, or interest on, the Notes or to enforce the
performance of any provision of the Notes or this Indenture.  Subject to Article
III hereof, if an Event of Default occurs under this Indenture and a declaration
of acceleration of the Notes occurs as a result thereof,  the Trustee, on behalf
of the Holders of the Notes, in addition to any rights or remedies  available to
it hereunder,  may take such action as it deems advisable to protect and enforce
its  rights  in  the  Collateral,   including  the  institution  of  foreclosure
proceedings.  Subject  to  Article  III  hereof,  the  Trustee  may  maintain  a
proceeding  even if it does not possess any of the Notes or does not produce any
of them in the proceeding,  and any recovery or 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 Notes.  A delay or  omission by the Trustee or any Holder in
exercising  any  right or remedy  accruing  upon an Event of  Default  shall not
impair  the right or remedy or  constitute  a waiver of or  acquiescence  in the
Event of Default. All remedies are cumulative to the extent permitted by law.

     SECTION 7.4. WAIVER OF PAST DEFAULTS; RECISSION OF ACCELERATION. Holders of
at least 66 2/3% of the aggregate principal amount of the then outstanding Notes
by notice to the  Trustee  may,  on behalf of the  Holders  of all of the Notes,
waive an  existing  Default or Event of Default and its  consequences  hereunder
with  regard to a  continuing  Default or Event of Default in the payment of the
principal or Redemption Price of, or interest on, the Notes.  Except as provided
in the immediately  preceding  sentence,  Holders of not less than a majority in
aggregate  principal  amount  of the then  outstanding  Notes by  notice  to the
Trustee  may,  on behalf of the  Holders of all of the Notes,  waive an existing
Default or Event of Default and its  consequences  hereunder for all Defaults or
Events of Default  arising  from  provisions  of this  Indenture.  Upon any such
waiver,  such  Default  shall cease to exist,  and any Event of Default  arising
therefrom shall be deemed to have been cured for every purpose of this Indenture
but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon. After a declaration of acceleration has been made, but
before a judgment  or decree for  payment of the money due has been  obtained by
the  Trustee,  the  Holders of not less than a majority in  aggregate  principal
amount of Notes  outstanding,  by written notice to the Company and the Trustee,
may annul such  declaration  if (i) the Company has paid or  deposited  with the
Trustee a sum  sufficient  to pay (a) all sums paid or  advanced  by the Trustee
under this Indenture and the reasonable  compensation,  expenses,  disbursements
and advances of the Trustee, its agents and counsel, (b) all overdue interest on
all  Notes,  and (c) to the extent  that  payment  of such  interest  is lawful,
interest  upon  overdue  interest  at the rate borne by the Notes;  and (ii) all
Events of Default,  other than the  non-payment  of principal of the Notes which
has become due solely by such  declaration of  acceleration,  have been cured or
waived.

     SECTION 7.5. CONTROL BY MAJORITY. Holders of a majority in principal amount
of the  then  outstanding  Notes  may  direct  the  time,  method  and  place of
conducting any proceeding for exercising any remedy  available to the Trustee or
exercising any trust or power conferred on it.  However,  the Trustee may refuse
to follow any direction  that  conflicts  with  applicable law or this Indenture
that the Trustee  reasonably  determines may be unduly prejudicial to the rights
of other Holders of Notes or that may subject the Trustee to personal  liability
and shall be entitled to the benefit of Section 8.1(c)(iii) and (e) hereof.

     SECTION 7.6. LIMITATION ON SUITS.

     A Holder of a Note may pursue a remedy with  respect to this  Indenture  or
the Notes only if:

     (a)  the  Holder  of a  Note  gives  to the  Trustee  written  notice  of a
continuing Event of Default;

     (b) the Holders of at least 30% in principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder or Holders of Notes offer and, if requested, provide to the
Trustee  indemnity  satisfactory to the Trustee  against any loss,  liability or
expense;

     (d) the  Trustee  does not  comply  with the  request  within 60 days after
receipt of the  request  and the offer  and,  if  requested,  the  provision  of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding  Notes do not give the Trustee a direction  inconsistent
with the request. A Holder of a Note may not use this Indenture to prejudice the
rights of another  Holder of a Note or to obtain a preference  or priority  over
another Holder of a Note.

     SECTION 7.7. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT. Notwithstanding
any other  provision  of this  Indenture,  the right of any  Holder of a Note to
receive  payment of principal or Redemption  Price of, or interest on, the Note,
on or  after  the  respective  due  dates  therefor,  or to  bring  suit for the
enforcement of any such payment on or after such respective dates,  shall not be
impaired or affected  without the written  consent of the holders of at least 66
2/3% in aggregate  principal amount of the then outstanding Notes, except to the
extent that the institution or prosecution of such suit or the entry of judgment
therein would, under applicable law, result in the surrender, impairment, waiver
or loss of the  Lien of this  Indenture  and the  Security  Documents  upon  the
Collateral.

     SECTION 7.8.  COLLECTION SUIT BY TRUSTEE.  If an Event of Default specified
in Section 7.1(a) or (b) occurs and is continuing,  the Trustee is authorized to
recover  judgment in its own name and as trustee of an express trust against the
Company  for the  whole  amount of  principal,  Redemption  Price  and  interest
remaining  unpaid on the Notes and interest on overdue  principal and Redemption
Price and, to the extent lawful,  interest, and such further amounts as shall be
sufficient  to cover  the  costs  and  expenses  of  collection,  including  the
reasonable compensation, expense, disbursements and advances of the Trustee, its
agents and counsel.

     SECTION 7.9. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee is authorized to
file such proofs of claim and other  papers or  documents as may be necessary or
advisable  in order to have the claims of the Trustee  (including  any claim for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee, its agents (including accountants,  experts or such other professionals
as the Trustee deems  necessary,  advisable or appropriate)  and counsel and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other  obligor upon the Notes),  its creditors or its property and shall
be entitled and empowered to collect,  receive and distribute any money or other
property  payable or  deliverable  on any such claims,  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 to the  Trustee any
amount due to it for the reasonable  compensation,  expenses,  disbursements and
advances of the Trustee,  its agents and counsel,  and any other amounts due the
Trustee  under  Section 8.7  hereof.  To the extent that the payment of any such
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel,  and any other amounts due the Trustee under Section 8.7 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same  shall be  secured  by a Lien on, and shall be paid out of, any and all
distributions,  dividends,  money,  securities  and  other  properties  that the
Holders may be entitled to receive in such proceeding  whether in liquidation or
under any plan of  reorganization  or arrangement  or otherwise.  Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize  the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     SECTION  7.10.  PRIORITIES.  Subject to Article III hereof,  if the Trustee
collects any money  pursuant to this Article,  it shall pay out the money in the
following  order:  First:  to the Trustee for amounts due under Section 8.7, and
then to the Collateral Agent for amounts due under the Security Documents;

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

     Third: to the Company or to such party as a court of competent jurisdiction
shall direct.

     The Trustee may fix a special  record date and payment date for any payment
to Holders of Notes pursuant to this Section 7.10.

     SECTION 7.11. UNDERTAKING FOR COSTS. In any suit for the enforcement of any
right or remedy under this  Indenture or in any suit against the Trustee for any
action  taken or  omitted  by it as a  Trustee,  a court in its  discretion  may
require the filing by any party  litigant in the suit of an  undertaking  to pay
the costs of the suit,  and the court in its  discretion  may assess  reasonable
costs,  including reasonable  attorneys' fees, against any party litigant in the
suit,  having due regard to the merits and good faith of the claims or  defenses
made by the  party  litigant.  This  Section  does  not  apply  to a suit by the
Trustee, a suit by a Holder pursuant to Section 7.6 hereof, or a suit by Holders
of more than 10% in principal amount of the then outstanding Notes.

                                 ARTICLE VIII.

                                     TRUSTEE

     SECTION 8.1. DUTIES 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 its  exercise  thereof,  as a prudent
person would exercise or use under the  circumstances  in the conduct of his own
affairs.

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

          (i) the  duties  of the  Trustee  shall be  determined  solely  by the
     express  provisions of this Indenture and the TIA (to the extent the TIA is
     otherwise applicable hereto) and the Trustee need perform only those duties
     that are  specifically  set forth in this  Indenture and no others,  and no
     implied  covenants or obligations  shall be read into this Indenture or the
     TIA against the Trustee; and

          (ii)  in the  absence  of bad  faith  on its  part,  the  Trustee  may
     conclusively rely, without investigation, as to the truth of the statements
     and the correctness of the opinions expressed therein, upon any statements,
     certificates  or opinions  furnished to the Trustee and  conforming  to the
     requirements  of this  Indenture.  However,  the Trustee  shall examine the
     certificates and opinions to determine whether or not they conform on their
     face to the requirements of this Indenture.

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

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

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

          (iii) the Trustee  shall not be liable  with  respect to any action it
     takes  or  omits  to take in good  faith  in  accordance  with a  direction
     received by it pursuant to Section 7.5 hereof.

     (d) Whether or not therein  expressly so provided,  every provision of this
Indenture that in any way relates to the Trustee is subject to this Section 8.1.

     (e) No provision of this  Indenture  shall require the Trustee to expend or
risk  its own  funds or  incur  any  liability.  The  Trustee  shall be under no
obligation to exercise any of its rights and powers under this  Indenture at the
request of any Holders, pursuant to the provisions of this Indenture, including,
without limitation, Section 7.5 hereof, unless such Holder shall have offered to
the  Trustee  security  and  indemnity  satisfactory  to it  against  any  loss,
liability  or expense  which  might be incurred  by it in  compliance  with such
request or direction.

     SECTION 8.2. RIGHTS OF TRUSTEE.

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

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

     (c) The Trustee may act through  its  attorneys,  accountants,  experts and
such  other   professionals  as  the  Trustee  deems  necessary,   advisable  or
appropriate and shall not be responsible for the misconduct or negligence of any
attorney, accountant, expert or other such professional appointed with due care.

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

     (e) Unless otherwise  specifically provided in this Indenture,  any demand,
request, direction or notice from the Company shall be sufficiently evidenced by
a written order signed by two Officers of the Company.

     (f) The Trustee shall not be charged with knowledge of any Default or Event
of Default under Section 7.1 hereof (other than under Section  7.1(a) or Section
7.1(b)  hereof)  unless  either (i) a  Responsible  Officer  shall  have  actual
knowledge  thereof,  or (ii) the Trustee shall have received  notice  thereof in
accordance with Section 12.2 hereof from the Company or any Holder of the Notes.

     SECTION 8.3. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual or
any other  capacity  may become the owner or pledgee of Notes and may  otherwise
deal with the Company or any  Affiliate  of the Company  with the same rights it
would  have if it were not  Trustee.  However,  in the  event  that the  Trustee
acquires  any  conflicting  interest  within  the  meaning  of the  TIA it  must
eliminate  such conflict  within 90 days,  apply  (subject to the consent of the
Company and only if Notes are registered  under the Securities Act at such time)
to the Commission 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
8.10 and 8.11 hereof.

     SECTION 8.4. TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible for
and makes no  representation as to the validity or adequacy of this Indenture or
the Notes,  it shall not be  accountable  for the  Company's use of the proceeds
from the Notes or any money paid to the Company or upon the Company's  direction
under any provision of this  Indenture,  it shall not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be  responsible  for any statement or recital  herein or in the
Notes or any information, statement or recital in any other document, including,
without  limitation,  any  offering  memorandum  or other  disclosure  material,
prepared or distributed in connection  with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.

     SECTION 8.5.  NOTICE OF DEFAULTS.  If a Default or Event of Default  occurs
and is  continuing,  the Trustee  shall mail to Holders of Notes a notice of the
Default or Event of Default  within 90 days after it occurs.  Except in the case
of a Default in payment on any Note,  the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

     SECTION  8.6.  REPORTS BY  TRUSTEE TO HOLDERS OF THE NOTES.  Within 60 days
after  each  May 15  beginning  with  the  May 15  following  the  date  of this
Indenture,  for so long as Notes remain outstanding and to the extent the TIA is
applicable  hereto,  the Trustee  shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA ss. 313(a) (but if
no event  described  in TIA ss.  313(a) has  occurred  within the twelve  months
preceding the reporting  date, no report need be  transmitted),  and the Trustee
shall also  comply with TIA ss.  313(b).  In each such case,  the Trustee  shall
transmit by mail all reports in the manner required by TIA ss. 313(c) and a copy
of each  report at the time of its  mailing  to the  Holders  of Notes  shall be
mailed to the Company and filed with the  Commission  and each stock exchange on
which the Notes are then listed in accordance  with TIA ss. 313(d).  The Company
shall  promptly  notify  the  Trustee  when the  Notes  are  listed on any stock
exchange.

     SECTION 8.7. COMPENSATION, REIMBURSEMENT AND INDEMNITY.

     The Company shall pay to the Trustee from time to time such compensation as
the Company may negotiate with the Trustee in accordance with industry standards
for its  acceptance  of this  Indenture  and the rendering by it of the services
required hereunder.  The Trustee's  compensation shall not be limited by any law
on  compensation  of a trustee of an express trust.  The Company shall reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and
expenses  incurred or made by or on behalf of it in addition to the compensation
for its services.  Such  expenses  shall  include the  reasonable  compensation,
disbursements and expenses of the Trustee's attorneys,  accountants, experts and
such  other   professionals  as  the  Trustee  deems  necessary,   advisable  or
appropriate.

     The  Company  shall  indemnify  the  Trustee  against  any and all  losses,
liabilities or expenses  incurred by it arising out of or in connection with the
acceptance or administration  of its duties under this Indenture  (including its
duties under Section 10.6 hereof), including the costs and expenses of enforcing
this Indenture (including this Section 8.7) or any Security Document against the
Company or the applicable Subsidiary (including, without limitation, expenses of
any  foreclosure  sale  pursuant to the  Mortgages  and any  advances,  fees and
expenses,  including,  without  limitation,  reasonable fees and expenses of the
Trustee's  legal  counsel,   and  of  any  judicial   proceedings  wherein  such
foreclosure  sale  may be  made,  and all  expenses,  liabilities  and  advances
reasonably  made or incurred by the Trustee under the  Mortgages,  together with
interest on all such  advances  made by the Trustee at the rate set forth in the
Mortgages,  and  including  the payments of any  Impositions  (as defined in the
Mortgages),  except any taxes, assessments or other charges subject to which the
Mortgaged  Property  shall  have been  sold) and  defending  itself  against  or
investigating  any claim (whether asserted by the Company,  any Subsidiary,  any
Holder or any other  Person) or  liability  in  connection  with the exercise or
performance of any of its powers or duties  hereunder,  except to the extent any
such loss, liability or expense may be attributable to its negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations  hereunder.  The Company shall defend any
claim or threatened  claim asserted  against the Trustee,  and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any  settlement  made without its consent,  which  consent  shall not be
unreasonably withheld.

     The  obligations  of the Company  under this Section 8.7 shall  survive the
resignation or removal of the Trustee,  the  satisfaction  and discharge of this
Indenture and the termination of this Indenture.

     To secure the  Company's  payment  obligations  in this  Section  8.7,  the
Trustee  shall have a Lien prior to the Notes on all money or  property  held or
collected  by the  Trustee,  except  that  held in  trust  to pay  principal  or
Redemption Price of, or interest on,  particular  Notes. Such Lien shall survive
the  resignation or removal of the Trustee,  the  satisfaction  and discharge of
this Indenture and the termination of this Indenture.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified in Section 7.1(g) or (h) hereof occurs,  the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel)  are  intended  to  constitute  expenses  of  administration  under any
Bankruptcy Law.

     SECTION 8.8. REPLACEMENT OF TRUSTEE.

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

     The  Trustee may resign in writing at any time and be  discharged  from the
trust  hereby  created by so notifying  the  Company.  The Holders of Notes of a
majority  in  principal  amount of the then  outstanding  Notes may  remove  the
Trustee by so notifying the Trustee and the Company in writing.  The Company may
remove the Trustee if:

     (a) the Trustee fails to comply with Section 8.10 hereof;

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

     (c) a custodian,  receiver or public officer takes charge of the Trustee or
its property for the purpose of rehabilitation, conversation or liquidation; or

     (d) the Trustee becomes incapable of acting.

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

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

     If the Trustee,  after written request by any Holder of a Note who has been
a bona fide holder of a Note or Notes for at least six  months,  fails to comply
with  Section  8.10,  such Holder of a Note may  petition any court of competent
jurisdiction  for the removal of the Trustee and the  appointment of a successor
Trustee.

     A successor  Trustee shall deliver a written  acceptance of its appointment
to the  retiring  Trustee and to the  Company.  Thereupon,  the  resignation  or
removal of the  retiring  Trustee  shall  become  effective,  and the  successor
Trustee  shall have all the rights,  powers and duties of the Trustee under this
Indenture.  The Company shall mail a notice of the Trustee's  succession to each
Holder of the Notes. The retiring  Trustee shall promptly  transfer all property
held by it as Trustee to the successor  Trustee,  provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
8.7 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section
8.8, the Company's  obligations  under Section 8.7 hereof shall continue for the
benefit of the retiring Trustee.

     SECTION 8.9. SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee consolidates,
merges or converts into, or transfers all or substantially  all of its corporate
trust  business to,  another  corporation  that is eligible  under  Section 8.10
hereof, the successor corporation without any further act shall be the successor
Trustee.

     SECTION 8.10. ELIGIBILITY; DISQUALIFICATION.

     There  shall at all  times be 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  (including  the District of Columbia)  that is authorized
under  such  laws  to  exercise  corporate  trust  power,  that  is  subject  to
supervision  or  examination  by  federal  or state  authorities  and that has a
combined capital and surplus of at least $100.0 million as set forth in its most
recent published annual report of condition.

     In the event this  Indenture  shall become  qualified  under the TIA,  this
Indenture  shall at all  times  thereafter  have a  Trustee  who  satisfies  the
requirements of TIA ss. 310(a)(1), (2) and (5) and such Trustee shall be subject
to TIA ss. 310(b).

     SECTION 8.11.  PREFERENTIAL  COLLECTION OF CLAIMS AGAINST  COMPANY.  In the
event this Indenture shall become  qualified under the TIA, the Trustee shall be
subject to TIA ss. 311(a), excluding any creditor relationship listed in TIA ss.
311(b), and any Trustee who thereafter resigns or is removed shall be subject to
TIA ss. 311(a) to the extent indicated therein. SECTION

     8.12. MONIES TO BE HELD IN TRUST.

     Subject to the  provisions  of Section  8.4,  all  monies  received  by the
Trustee shall,  until used or applied as herein  provided,  be held in trust for
the  purposes for which they were  received.  Money held by the Trustee in trust
thereunder 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 may be  agreed  from  time to time by the
Company and the Trustee.

                                  ARTICLE IX.

                     SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 9.1. DISCHARGE OF INDENTURE.  When (a) the Company shall deliver to
the Trustee for cancellation all Notes theretofore authenticated (other than any
Notes which have been mutilated,  destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been  authenticated and delivered)
and not theretofore  canceled,  or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable,  or
are by their  terms  to  become  due and  payable  within  one year or are to be
canceled for redemption within one year under  arrangements  satisfactory to the
Trustee for the giving of notice of  redemption,  and the Company  shall deposit
with the  Trustee,  in  trust,  monies  sufficient  to pay at  maturity  or upon
redemption  of all of the Notes  (other  than any Notes  which  shall  have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other  Notes  shall  have been  authenticated  and  delivered)  not  theretofore
canceled or delivered to the Trustee for cancellation,  including  principal and
interest due or to become due to such date of maturity or  Redemption  Date,  as
the case may be, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company,  then this Indenture shall
cease to be of further effect (except as to (i) remaining rights of registration
of  transfer,  substitution  and  exchange of Notes,  (ii) rights  hereunder  of
Holders to receive  payments of  principal of and interest on, the Notes and the
other rights,  duties and obligations of Holders,  as beneficiaries  hereof with
respect to the  amounts,  if any,  so  deposited  with the Trustee and (iii) the
rights,  obligations and immunities of the Trustee hereunder),  and the Trustee,
on demand of the Company accompanied by an Officers'  Certificate and an Opinion
of Counsel as required by Sections 12.4 and 12.5, respectively,  and at the cost
and  use  of  the  Company,  shall  execute  proper  instruments   acknowledging
satisfaction  of and  discharging  this  Indenture,  with the Company,  however,
hereby  agreeing to reimburse  the Trustee for any costs or expenses  thereafter
reasonably  and properly  incurred by the Trustee and to compensate  the Trustee
for any services  thereafter  reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

     SECTION 9.2. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE.

     Subject to Section 9.4, all monies  deposited with the Trustee  pursuant to
Section 9.1 shall be held  uninvested  and in trust for the sole  benefit of the
Holders, and such monies shall be applied by the Trustee to the payment,  either
directly or through any Paying Agent (including the Company if acting as its own
Paying  Agent),  to the  Holders  of the  particular  Notes for the  payment  or
redemption  of which such monies have been  deposited  with the Trustee,  of all
sums due and to become due thereon for principal and interest.

     SECTION 9.3. PAYING AGENT TO REPAY MONIES HELD. Upon the  satisfaction  and
discharge  of this  Indenture,  all monies then held by any Paying Agent for the
Notes (other than the Trustee) shall,  upon written  request of the Company,  be
repaid to the Company or paid to the Trustee,  and  thereupon  such Paying Agent
shall be released from all further liability with respect to such monies.

     SECTION 9.4. RETURN OF UNCLAIMED  MONIES.(a) Subject to the requirements of
applicable law, any monies  deposited with or paid to the Trustee for payment of
the principal of or interest on Notes and not applied but remaining unclaimed by
the Holders of Notes for two years after the date upon which the principal of or
interest on such Notes,  as the case may be,  shall have become due and payable,
shall be repaid to the Company by the Trustee on demand and all liability of the
Trustee shall thereupon cease with respect to such monies, and the Holder of any
of the Notes shall  thereafter  look only to the  Company for any payment  which
such  Holder  may be  entitled  to  collect  except if an  applicable  abandoned
property law does not so permit.

     SECTION 9.5. REINSTATEMENT. If the Trustee or the Paying Agent is unable to
apply  any  money in  accordance  with  Section  9.2 by  reason  of any order or
judgment  of any  court of  governmental  authority  enjoining,  restraining  or
otherwise  prohibiting such  application,  the Company's  obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred  pursuant  to Section  9.1 until such time as the Trustee or the Paying
Agent is  permitted  to apply all such money in  accordance  with  Section  9.2;
provided,  however,  that if the  Company  makes any  payment of  interest on or
principal  of any Note  following  the  reinstatement  of its  obligations,  the
Company  shall be  subrogated  to the  rights of the  Holders  of such  Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE X.

                        AMENDMENT, SUPPLEMENT AND WAIVER

     SECTION 10.1. WITHOUT CONSENT OF HOLDERS OF NOTES.  Notwithstanding Section
10.2 of this Indenture, the Company and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder of a Note:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide  for the  assumption  of the  Company's  obligations  to the
Holders  of the  Notes in the  case of a merger  or  consolidation  pursuant  to
Article VI hereof;

     (c) to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not  adversely  affect the legal rights
hereunder of any Holder of the Notes;

     (d) to comply with any applicable requirements of the Commission or the TIA
as applicable; or

     (e) to evidence and provide for the acceptance of appointment  hereunder by
a successor Trustee with respect to the Notes.

     Upon the request of the Company,  accompanied  by a resolution of the Board
(evidenced by an Officers' Certificate of the Company) authorizing the execution
of any such amended or supplemental  indenture,  and upon receipt by the Trustee
of the  documents  described in Section 8.2 hereof,  the Trustee shall join with
the Company in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further  appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be  obligated  to enter into such  amended or  supplemental  Indenture  that
affects its own rights, duties or immunities under this Indenture or otherwise.

     SECTION 10.2. WITH CONSENT OF HOLDERS OF NOTES.

     Except as provided  below in this Section 10.2, the Company and the Trustee
may amend or  supplement  this  Indenture  (including  Article  XI  hereof,  and
including  the  defined  terms  used  therein)  and the Notes may be  amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding  (including,  without limitation,  consents
obtained in connection with a purchase of, or tender offer or exchange offer for
the Notes),  and,  subject to Sections  7.2,  7.4 and 7.7 hereof,  any  existing
Default or Event of Default or compliance  with any provision of this  Indenture
or the Notes may be waived  with the  consent of the  Holders  of a majority  in
principal amount of the then outstanding  Notes (including  consents obtained in
connection with a tender offer or exchange offer for the Notes).

     Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

     (a) reduce the  principal  amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

     (b)  reduce  the  principal  or  Redemption  Price of or  change  the fixed
maturity of any Note or alter or waive any of the provisions with respect to the
redemption of the Notes;

     (c) reduce the rate of or change the time for  payment of  interest  on any
Note;

     (d) waive a Default  or Event of Default in the  payment  of  principal  or
Redemption  Price  of,  or  interest  on,  the Notes  (except  a  rescission  of
acceleration  of the Notes by the  Holders of at least a majority  in  aggregate
principal  amount of the then  outstanding  Notes  and a waiver  of the  payment
default that resulted from such acceleration);

     (e) make any Note payable in money other than that stated in the Notes; or

     (f) make any change in the provisions of this Indenture relating to waivers
of past  Defaults  or the  rights of Holders  of Notes to  receive  payments  of
principal or Redemption Price of, or interest on, the Notes.

     In  addition  to the  foregoing,  except  as  expressly  permitted  by this
Indenture (including,  without limitation,  in Sections 11.3, 11.4 and 11.5), no
portion of the Collateral may be released  without the consent of the Holders of
at least 66 2/3% in aggregate  principal amount of the then  outstanding  Notes.
Upon the written request of the Company accompanied by a resolution of the Board
(evidenced by an Officers' Certificate of the Company) authorizing the execution
of any such  amended or  supplemental  indenture,  and upon the filing  with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders of
Notes as aforesaid,  and upon receipt by the Trustee of the documents  described
in Section 8.2 hereof,  the Trustee shall join with the Company in the execution
of such amended or  supplemental  indenture  unless such amended or supplemental
Indenture  affects the  Trustee's own rights,  duties or  immunities  under this
Indenture or  otherwise,  in which case the Trustee may in its  discretion,  but
shall not be obligated to, enter into such amended or supplemental indenture. It
shall not be  necessary  for the  consent  of the  Holders  of Notes  under this
Section 10.2 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof. After
an amendment,  supplement  or waiver under this Section 10.2 becomes  effective,
the Company shall mail to the Holders of Notes affected thereby a notice briefly
describing  the amendment,  supplement or waiver.  Any failure of the Company to
mail such notice, or any defect therein,  shall not, however,  in any way impair
or affect the validity of any such amended or supplemental Indenture or waiver.

     SECTION 10.3.  COMPLIANCE  WITH TRUST  INDENTURE  ACT.  Every  amendment or
supplement  to this  Indenture  or the Notes shall be set forth in an amended or
supplemental  indenture  that  complies  with the TIA as then in  effect  to the
extent that the TIA is otherwise applicable to this Indenture.

     SECTION  10.4.  REVOCATION  AND  EFFECT OF  CONSENTS.  Until an  amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note is
a continuing  consent by the Holder of a Note and every  subsequent  Holder of a
Note or  portion  of a Note  that  evidences  the  same  debt as the  consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent  Holder of a Note may revoke the consent
as to its Note 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 10.5. NOTATION ON OR EXCHANGE OF NOTES.

     The  Trustee  may  place  an  appropriate   notation  about  an  amendment,
supplement  or waiver  on any Note  thereafter  authenticated.  The  Company  in
exchange for all Notes may issue and the Trustee  shall  authenticate  new Notes
that reflect the amendment, supplement or waiver.

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

     10.6.  TRUSTEE TO SIGN AMENDMENTS,  ETC. The Trustee shall sign any amended
or supplemental indenture authorized pursuant to this Article X if the amendment
or  supplement  does not adversely  affect the rights,  duties,  liabilities  or
immunities of the Trustee.  In executing any amended or supplemental  indenture,
the Trustee shall be entitled to receive,  in addition to the documents required
by Sections 12.4 and 12.5 hereof,  and,  subject to Section 8.1,  shall be fully
protected  in relying  upon,  an  Officers'  Certificate  of the  Company and an
Opinion  of  Counsel   stating  that  (i)  the  execution  of  such  amended  or
supplemental  indenture is  authorized or permitted by this  Indenture,  (ii) no
Event of Default  shall  occur as a result of the  execution  of such  Officers'
Certificate  of the Company or the delivery of such Opinion of Counsel and (iii)
the amended or supplemental indenture complies with the terms of this Indenture.

                                  ARTICLE XI.

                               SECURITY DOCUMENTS

     SECTION 11.1. COLLATERAL AND SECURITY DOCUMENTS.

     (a) In order to secure the due and  punctual  payment of  principal  of and
interest on the Notes when and as the same shall be due and payable,  whether on
an Interest Payment Date, at maturity, by acceleration,  repurchase,  redemption
or  otherwise,  and interest on the overdue  principal  of, and interest (to the
extent  permitted by law),  if any, on, the Notes and  performance  of all other
obligations  of the Company to the Holders or the Trustee  under this  Indenture
and the Notes, the Company and the Collateral Agent have simultaneously with the
execution of this  Indenture  entered into the Security  Documents,  pursuant to
which the  Company has  granted to the  Collateral  Agent for the benefit of the
Trustee  and the  Holders a second  priority  Lien on and  security  interest in
certain of the Collateral (such Lien,  subject to the terms of the Intercreditor
Agreement,  ranking  junior in priority  only to the Peoria  County Loan and the
Indebtedness under the Senior Credit Facility  Documents).  The Collateral Agent
and the Company hereby agree that the Collateral Agent holds the Collateral as a
secured party or mortgagee,  as the case may be, in trust for the benefit of the
Trustee, in its capacity as trustee,  and for the ratable benefit of the Holders
pursuant  to the  terms  of the  Security  Documents.  The  Collateral  Agent is
authorized and directed to enter into the Intercreditor Agreement.

     (b) Each  Holder,  by  accepting a Note,  consents and agrees to all of the
terms and  provisions  of the Security  Documents,  as the same may be in effect
from time to time or may be  amended  from time to time in  accordance  with the
provisions of the Security  Documents and this  Indenture,  and  authorizes  and
directs the  Collateral  Agent to act as mortgagee or secured party with respect
thereto.

     (c) As set forth in and  governed by the Security  Documents,  as among the
Holders of Notes, the Collateral as now or hereafter  constituted  shall be held
for  the  equal  and  ratable  benefit  of  the  Holders  of the  Notes  without
preference,  priority or  distinction of any thereof over any other by reason of
difference in time of issuance, sale or otherwise, as security for the Notes.

     SECTION 11.2. RECORDING; PRIORITY; OPINIONS, ETC.

     (a) The Company shall at its sole cost and expense perform any and all acts
and execute any and all documents (including, without limitation, the execution,
amendment  or  supplementation  of  any  financing  statement  and  continuation
statement or other statement) for filing under the provisions of the UCC and the
rules and regulations  thereunder,  or any other statute,  rule or regulation of
any applicable federal,  state or local  jurisdiction,  including any filings in
local real estate land record  offices,  which are  necessary or  advisable  and
shall do such other acts and  execute  such other  documents  as may be required
under  any of the  Security  Documents,  from  time to time,  in order to grant,
perfect  and  maintain in favor of the  Collateral  Agent for the benefit of the
Trustee and the Holders a valid and perfected  Lien on the  Collateral  with the
priority set forth in Section  11.1(a),  subject only to the Liens  permitted by
the Security Documents and Permitted Liens and to preserve fully and protect the
rights of the Trustee and the Holders under this Indenture.

     The Company  shall from time to time  promptly pay and satisfy all mortgage
and financing and continuation  statement  recording and/or filing fees, charges
and taxes relating to this Indenture and the Security Documents,  any amendments
thereto and any other  instruments of further  assurance.  Without  limiting the
generality of the foregoing  covenant,  in the event at any time the  Collateral
Agent  or the  Trustee  shall  determine  that  additional  mortgage  recording,
transfer or similar  taxes are  required  to be paid to perfect or continue  any
Lien on any Collateral, the Company shall pay such taxes promptly upon demand by
the Collateral Agent or the Trustee.

     (b) The  Company  shall,  with  respect  to (i) below,  promptly  after the
initial  issuance of the Notes,  and with respect to (ii) below, in the event of
the qualification of this Indenture under the TIA, furnish to the Trustee:

          (i)  Opinion(s)  of  Counsel  either (a) to the  effect  that,  in the
     opinion  of such  counsel,  this  Indenture  and the  grant  of a  security
     interest in the  Collateral  intended to be made by the Security  Documents
     and  all  other  instruments  of  further  assurance,   including,  without
     limitation,  financing statements, have been properly recorded and filed to
     the extent  necessary to perfect the Lien on the Collateral  created by the
     Security  Documents  and reciting  the details of such action,  and stating
     that as to the Liens  created  pursuant  to the  Security  Documents,  such
     recordings  and filings are the only  recordings  and filings  necessary to
     give notice thereof and that no re-recordings or refilings are necessary to
     maintain such notice (other than as stated in such opinion),  or (b) to the
     effect that, in the opinion of such counsel, no such action is necessary to
     perfect such Lien;

          (ii) on March 15 in each year, an Opinion of Counsel, dated as of such
     date,  either (a) to the effect that, in the opinion of such counsel,  such
     action  has  been  taken  with  respect  to the  recordings,  registerings,
     filings,  re-recordings,  re-registerings  and  refilings of all  financing
     statements,   continuation  statements  or  other  instruments  of  further
     assurance  as is  necessary  to maintain  the Lien of each of the  Security
     Documents  and  reciting  with  respect to such  Liens the  details of such
     action or  referencing  prior Opinions of Counsel in which such details are
     given,   and  stating  that  all  financing   statements  and  continuation
     statements  have  been  executed  and  filed  that are  necessary  fully to
     preserve  and protect  the rights of the Holders and the Trustee  hereunder
     and under each of the Security  Documents with respect to the Liens, or (b)
     to the effect  that,  in the  opinion of such  counsel,  no such  action is
     necessary to maintain such Liens.

     SECTION 11.3. RELEASE OF COLLATERAL.

     Except as otherwise  permitted by Sections  11.4 and 11.5,  the  Collateral
Agent  shall not  release  Collateral  from the Lien of the  Security  Documents
unless such release is in  accordance  with the  provisions of this Section 11.3
and of the  Security  Documents.  The  Company  shall  cause TIA  ss.ss.  314(d)
relating to the  release of property or Liens to be complied  with to the extent
the such provision is otherwise applicable hereto.

     The  Company  shall be  entitled  to  obtain a full  release  of all of the
Collateral  from the Lien of this  Indenture  and the  Security  Documents  upon
compliance with all of the conditions  precedent for  satisfaction and discharge
of this Indenture set forth in Section 9.1 or consent of the holders of at least
66 2/3% in  aggregate  principal  amount  of the then  outstanding  Notes.  Upon
delivery  by the  Company  to the  Trustee  and to the  Collateral  Agent  of an
Officers'  Certificate and an Opinion of Counsel, each to the effect that all of
the  conditions  precedent  have  been  complied  with  (which  may be the  same
Officers'  Certificate  and  Opinion of Counsel  required  by Article  IV),  the
Trustee  shall take all  necessary  action,  at the  request  and expense of the
Company, to release and reconvey to the Company all of the Collateral, and shall
deliver such  Collateral  in its  possession to the Company  including,  without
limitation,   the  execution  and  delivery  of  releases  or  waivers  whenever
necessary.

     SECTION 11.4. DISPOSITION OF COLLATERAL WITHOUT RELEASE.

     (a) So long as no Default or Event of Default  shall have  occurred  and be
continuing,  the Company may,  without any release or consent by the  Collateral
Agent or the Trustee,  sell or otherwise  dispose of any  machinery,  equipment,
furniture,  apparatus,  tools or implements or other similar  property  which at
such  time is  subject  to the Lien of the  Security  Documents,  which may have
become  worn out or  obsolete,  and,  solely  with  respect  to  equipment,  not
exceeding individually,  in Fair Market Value, $250,000, subject in all cases to
any applicable requirements of and restrictions contained in the TIA.

     (b) In the event that that the Company has sold,  exchanged,  or  otherwise
disposed of or proposes to sell, exchange or otherwise dispose of any portion of
the  Collateral  which under the  provisions  of this  Section 11.4 may be sold,
exchanged or otherwise disposed of by the Company without any release or consent
of the Collateral Agent or the Trustee,  and the Company requests the Collateral
Agent or the Trustee to furnish a written  disclaimer,  release or  quitclaim of
any  interest  in  such  property  under  any of  the  Security  Documents,  the
Collateral  Agent shall  promptly  execute  (or, if so requested by the Company,
shall promptly instruct the Trustee to execute) such an instrument upon delivery
to the Trustee of (i) an Officers' Certificate by the Company reciting the sale,
exchange or other  disposition  made or proposed  to be made and  describing  in
reasonable detail the property  affected thereby,  and stating and demonstrating
that such property is property  which by the provisions of this Section 11.4 may
be sold, exchanged or otherwise disposed of or dealt with by the Company without
any  release or  consent  of the  Collateral  Agent or the  Trustee  and (ii) an
Opinion of Counsel stating that the sale,  exchange or other disposition made or
proposed  to be made was duly made by the  Company in  conformity  with  Section
11.4(a) and that the execution of such written disclaimer,  release or quitclaim
is  appropriate  to  confirm  the  propriety  of such  sale,  exchange  or other
disposition under this Section 11.4. Notwithstanding the preceding sentence, all
purchasers  and  grantees of any  property or rights  purporting  to be released
herefrom  shall be entitled to rely upon any release  executed by the Collateral
Agent or the Trustee hereunder as sufficient for the purposes of this Indenture.

     SECTION 11.5. EMINENT DOMAIN AND OTHER GOVERNMENT TAKINGS.

     Subject to the provisions of the Security Documents, upon the occurrence of
a Taking or should any of the Collateral be sold pursuant to the exercise by the
United  States of  America  or any  State,  municipality  or other  governmental
authority  of any  right  which  any of them may then  have to  purchase,  or to
designate a purchaser or order a sale of, all or any part of the Collateral, the
Trustee shall release the property subject to such Taking or purchase,  but only
upon receipt by the Trustee of the following:

     (a) an  Officers'  Certificate  stating  that a Taking  has  occurred  with
respect to such property and the amount of the Net Award therefor,  or that such
property  has been  sold  pursuant  to a right  vested in the  United  States of
America or a state, municipality or other governmental authority to purchase, or
to designate a purchaser or order a sale of, such property and the amount of the
proceeds of such sale, and that all  conditions  precedent  herein  provided for
relating to such release have been complied with; and

     (b) an Opinion of Counsel substantially to the effect:

          (i) that a Taking has occurred  with respect to such  property or such
     property  has been sold  pursuant to the  exercise of a right vested in the
     United  States of America or a State,  municipality  or other  governmental
     authority to purchase, or to designate a purchaser or order a sale of, such
     property;

          (ii) in the case of any Taking, that the Net Award for the property so
     taken has become final or that the Board has determined that an appeal from
     such award is not  advisable in the interests of the Company or the Holders
     of the Notes;

          (iii) in the case of any such sale, that the amount of the proceeds of
     the  property  so sold is not less than the amount to which the  Company is
     legally  entitled  under the terms of such right to purchase or designate a
     purchaser,  or under the order or orders  directing  such sale, as the case
     may be;

          (iv) in the event that, pursuant to Section 11.5(b), the Net Award for
     such property or the proceeds of such sale, or a specified portion thereof,
     shall be certified to have been  deposited  with the trustee,  mortgagee or
     other  holder of a Prior  Lien,  that the  property  to be  released,  or a
     specified portion thereof, is or immediately before such Taking or purchase
     was subject to such Prior Lien,  and that such  deposit is required by such
     Prior Lien; and

          (v)  that  the  instrument  or the  instruments  and the Net  Award or
     proceeds  of such sale which have been or are  therewith  delivered  to and
     deposited with the Trustee  conform to the  requirements  of this Indenture
     and  any of the  Security  Documents  and  that,  upon  the  basis  of such
     application,  the  Collateral  Agent and the Trustee are  permitted  by the
     terms  hereof and of the  Security  Documents  to execute  and  deliver the
     release  requested,  and that all conditions  precedent herein provided for
     relating to such release have been complied with.

     In any  proceedings  for the Taking or  purchase or sale of any part of the
Collateral,  by  eminent  domain or by virtue of any such right to  purchase  or
designate a purchaser  or to order a sale,  the  Trustee may be  represented  by
counsel who may be counsel for the  Company.  Subject to the  provisions  of the
Security  Documents,  all purchase money and other  obligations  received by the
Trustee pursuant to this Section 11.5 shall be held by the Trustee as Collateral
subject to application as provided in Section 11.13.

     SECTION  11.6.  TRUST  INDENTURE  ACT  REQUIREMENTS.  The  release  of  any
Collateral pursuant to any provision of this Article XI from any of the Security
Documents  or the release of, in whole or in part,  the Liens  created by any of
the  Security  Documents,  will not be deemed to impair the Lien of the Security
Documents in  contravention  of the  provisions  hereof if and to the extent the
Collateral or Liens are released pursuant to the applicable  Security  Documents
and  pursuant  to the  terms  hereof.  The  Trustee  and  each  of  the  Holders
acknowledge  that a release of Collateral or Liens  strictly in accordance  with
the terms of the Security  Documents and the terms hereof will not be deemed for
any purpose to be an impairment  of the Liens  created  pursuant to the Security
Documents in contravention of the terms of this Indenture.  Without  limitation,
the  Company  and each other  obligor on the Notes  shall  cause TIA ss.  314(d)
relating to the release of property or securities  from the Liens of each hereof
and of the Security  Documents to be complied with to the extent such  provision
is otherwise  applicable  hereto.  In any such event, any certificate or opinion
required  by TIA ss.  314(d),  if  applicable,  may be made by an officer of the
Company, except for cases in which TIA ss. 314(d) requires that such certificate
or opinion be made by an independent person.

     SECTION 11.7. SUITS TO PROTECT COLLATERAL. Subject to the provisions of the
Security  Documents,  the Trustee  shall have power to institute and to maintain
such suits and proceedings as it may deem expedient to prevent any impairment of
the  Collateral  by any acts which may be unlawful or in violation of any of the
Security  Documents or this  Indenture,  and such suits and  proceedings  as the
Trustee  may deem  expedient  to  preserve  or  protect  its  interests  and the
interests of the Holders in the  Collateral  (including  power to institute  and
maintain suits or proceedings to restrain the  enforcement of or compliance with
any  legislative  or other  governmental  enactment,  rule or order  that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such  enactment,  rule or order would impair the Collateral or be prejudicial to
the interests of the Holders or the Trustee).

     SECTION 11.8. PURCHASER PROTECTED.  In no event shall any purchaser in good
faith of any property  purported to be released  hereunder be bound to ascertain
the authority of the  Collateral  Agent or the Trustee to execute the release or
to inquire as to the  satisfaction of any conditions  required by the provisions
hereof for the exercise of such  authority or to see to the  application  of any
consideration  given  by such  purchaser  or other  transferee;  nor  shall  any
purchaser  or other  transferee  of any  property  or rights  permitted  by this
Article XI to be sold be under  obligation  to  ascertain  or  inquire  into the
authority of the Company to make any such sale or other transfer.

     SECTION  11.9.  POWERS  EXERCISABLE  BY RECEIVER  OR  TRUSTEE.  In case the
Collateral  shall  be in the  possession  of a  receiver  or  trustee,  lawfully
appointed, the powers conferred in this Article XI upon the Company with respect
to the release,  sale or other  disposition of such property may be exercised by
such receiver or trustee,  and an instrument  signed by such receiver or trustee
shall be deemed the  equivalent  of any similar  instrument of the Company or of
any officer or officers thereof required by the provisions of this Article XI.

     SECTION 11.10.  DETERMINATIONS RELATING TO COLLATERAL. In the event (i) the
Trustee or the  Collateral  Agent shall  receive any  written  request  from the
Company under any Security  Document for consent or approval with respect to any
matter or thing  relating to any  Collateral or the Company's  obligations  with
respect  thereto  or (ii)  there  shall  be due to or from  the  Trustee  or the
Collateral  Agent under the provisions of any Security  Document any performance
or the delivery of any instrument or (iii) the Trustee or the  Collateral  Agent
shall become aware of any  nonperformance  by the Company of any covenant or any
breach  of any  representation  or  warranty  of the  Company  set  forth in any
Security  Document,  then,  in each such event,  the  Trustee or the  Collateral
Agent, as applicable, shall be entitled to hire experts, consultants, agents and
attorneys  to advise  the  Trustee  on the  manner in which the  Trustee  should
respond to such request or render any requested  performance or response to such
nonperformance or breach.  The Trustee shall be fully protected in the taking of
any action  recommended  or approved by any such  expert,  consultant,  agent or
attorney or agreed to by a majority of Holders pursuant to Section 7.5.

     SECTION  11.11.  FORM AND  SUFFICIENCY  OF  RELEASE.  In the event that the
Company  has sold,  exchanged,  or  otherwise  disposed  of or proposes to sell,
exchange or otherwise  dispose of any portion of the Collateral  which under the
provisions  of  Sections  11.3  and 11.5 may be  sold,  exchanged  or  otherwise
disposed  of by the  Company,  and  the  Company  requests  the  Trustee  or the
Collateral  Agent to furnish a written  disclaimer,  release or quitclaim of any
interest in such property  under any of the Security  Documents,  the Collateral
Agent shall promptly execute (or, if so requested by the Company, shall promptly
instruct the Trustee to execute) such an instrument  promptly after satisfaction
of the conditions set forth herein for delivery of such release. Notwithstanding
the preceding  sentence,  all  purchasers and grantees of any property or rights
purporting  to be released  herefrom  shall be entitled to rely upon any release
executed  by the  Trustee  hereunder  as  sufficient  for the  purposes  of this
Indenture and as  constituting a good and valid release of the property  therein
described from the Lien of this Indenture and the Security Documents.

     SECTION  11.12.  POSSESSION  AND  USE  OF  COLLATERAL.  Subject  to  and in
accordance with the provisions of this Indenture and the Security Documents,  so
long as no Default or Event of Default  shall have  occurred and be  continuing,
the Company  shall have the right to remain in possession  and retain  exclusive
control  of the  Collateral,  to  operate,  manage,  develop,  use and enjoy the
Collateral and to collect,  receive,  use, invest and dispose of the reversions,
remainders,  rates, interest,  rents, issues,  profits,  revenues,  proceeds and
other income thereof.

     SECTION 11.13.  DISPOSITION OF OBLIGATIONS RECEIVED.  All purchase money or
other obligations received by the Trustee under this Article XI shall be held by
the  Trustee,  as a part  of the  Collateral.  Upon  payment  in  cash  or  Cash
Equivalents by or on behalf of the Company or the obligor thereof to the Trustee
of the entire unpaid principal amount of any such obligation,  the Trustee shall
promptly release and transfer such obligation and any mortgage securing the same
upon receipt of any documentation that the Trustee may reasonably  require.  Any
cash or Cash Equivalents  received by the Trustee in respect of the principal of
any  such  obligations  shall  be held by the  Trustee  in  accordance  with the
provisions  of Section  9.2 hereof.  Unless and until the Notes are  accelerated
pursuant to Section 7.2, all interest and other income on any such  obligations,
when received by the Trustee, shall be paid to the Company from time to time. If
the Notes have been  accelerated  pursuant to Section 7.2, any such  interest or
other income not  theretofore  paid,  when  collected  by the Trustee,  shall be
applied by the Trustee,  as the case may be, in  accordance  with Section  7.10.
This Section 11.13 shall be subject to Article III hereof.

     SECTION 11.14.  RELEASE UPON TERMINATION OF THE COMPANY'S  OBLIGATIONS.  In
the event that the Company delivers an Officers' Certificate certifying that the
provisions of Section 9.1 have been complied with, the Trustee shall (i) execute
and deliver such releases,  termination  statements and other instruments as the
Company may reasonably  request  evidencing the termination of the Liens created
by the  Security  Documents  and (ii) not be  deemed  to hold the  Liens for the
benefit of the Holders.

                                  ARTICLE XII.

                                  MISCELLANEOUS

     SECTION 12.1. TRUST INDENTURE ACT CONTROL.  In the event that the TIA shall
require this Indenture to be qualified  thereunder,  this  Indenture  thereafter
shall be  subject  to,  and shall be  governed  by,  the  provisions  of the TIA
required  to be  part of and to  govern  indentures  qualified  under  the  TIA;
provided,  however,  that this Section 12.1 shall not require this  Indenture or
the Trustee to be qualified  under the TIA prior to the time such  qualification
is in fact  required  under the terms of the TIA,  nor shall it  constitute  any
admission  or  acknowledgment  by  any  party  to  any  supplemental   indenture
pertaining to the qualification of this Indenture that any such qualification is
required  prior to the time such  qualification  is in fact  required  under the
terms of the TIA. If any provision  hereof  limits,  qualifies or conflicts with
another  provision  hereof  which is required  to be  included  in an  indenture
qualified  under the TIA,  such required  provision  shall control to the extent
that the TIA is otherwise applicable hereto.

     SECTION 12.2.  NOTICES.  Any notice or  communication by the Company or the
Trustee  to others is duly  given if in writing  and  delivered  in Person or by
first class mail  (registered or certified,  return receipt  requested),  telex,
telecopier  or overnight  air courier  guaranteeing  next day  delivery,  to the
others' address:

         If to the Company:

         Keystone Consolidated Industries, Inc.
         Three Lincoln Centre
         5430 LBJ Freeway
         Suite 1740
         Dallas, Texas  75240-2697
         Attention:  Chief Financial Officer
         Fax: (972) 458-8108

         With a copy to:

         Keystone Consolidated Industries, Inc.
         Three Lincoln Centre
         5430 LBJ Freeway
         Suite 1740
         Dallas, Texas  75240-2697
         Attention:  Mark Hollingsworth, Esq.
         Fax: (972) 458-8108

         If to the Trustee:

         U.S. Bank National Association
         555 Southwest Oak Street, PL-6
         Portland, Oregon  97204
         Attention:  Corporate Trust Services
         Fax: (503) 275-5738

     The Company or the Trustee by notice to the others may designate additional
or different addresses for subsequent notices or communications. All notices and
communications  (other than those sent to Holders)  shall be deemed to have been
duly  given:  at the time  delivered  by hand,  if  personally  delivered;  five
Business Days after being  deposited in the mail,  postage  prepaid,  if mailed;
when answered back, if telexed;  when receipt acknowledged,  if telecopied;  and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier  guaranteeing  next day delivery.  Any notice or  communication to a
Holder,  including any notice  delivered in connection  with TIA ss.ss.  310(b),
3.13(c),  3.14(a)  and  3.15(b),  shall  be  mailed  by first  class  mail or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the  Registrar.  Any notice or  communication  shall also be so
mailed to any Person described in TIA ss. 313(c),  to the extent required by the
TIA, if applicable. Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.

     If a notice or  communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.
If the Company mails a notice or communication to Holders,  it shall mail a copy
to the Trustee and each Agent at the same time.

     SECTION  12.3.  COMMUNICATION  BY HOLDERS  OF NOTES  WITH OTHER  HOLDERS OF
NOTES. Holders may communicate  pursuant to TIA ss. 312(b), if applicable,  with
other  Holders with  respect to their rights under this  Indenture or the Notes.
The  Company,  the  Trustee,  the  Registrar  and  anyone  else  shall  have the
protection of TIA ss. 312(c), if applicable.

     SECTION 12.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.  Upon any
request or  application  by the Company to the Trustee to take any action  under
this Indenture, the Company shall furnish to the Trustee:

     (a)  an  Officers'  Certificate  of  the  Company  in  form  and  substance
reasonably  satisfactory  to the Trustee (which shall include the statements set
forth in Section 12.5 hereof)  stating that, in the opinion of the signers,  all
conditions  precedent  and  covenants,  if any,  provided for in this  Indenture
relating to the proposed action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably  satisfactory to
the Trustee  (which  shall  include  the  statements  set forth in Section  12.5
hereof)  stating  that,  in the  opinion of such  counsel,  all such  conditions
precedent and covenants have been satisfied.

     SECTION 12.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each  certificate or opinion with respect to compliance with a condition or
covenant  provided  for in this  Indenture  (other than a  certificate  provided
pursuant  to TIA ss.  314(a)(4))  shall  comply with the  provisions  of TIA ss.
314(e) to the extent such provision is applicable hereto and shall include:

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

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

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

     (d) a statement as to whether or not, in the opinion of such  Person,  such
condition or covenant has been satisfied. SECTION

     12.6.  RULES BY TRUSTEE AND AGENTS.  The Trustee may make reasonable  rules
for action by or at a meeting of Holders. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions. SECTION

     12.7.  NO  PERSONAL  LIABILITY  OF  DIRECTORS,   OFFICERS,   EMPLOYEES  AND
STOCKHOLDERS.   No  past,  present  or  future  director,   officer,   employee,
incorporator  or stockholder of the Company,  as such,  shall have any liability
for any obligations of the Company under the Notes or this Indenture, or for any
claim  based on, in  respect  of, or by reason  of,  such  obligations  or their
creation.  Each Holder of Notes by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for issuance of
the Notes.

     SECTION 12.8.  GOVERNING LAW;  SUBMISSION TO  JURISDICTION;  WAIVER OF JURY
TRIAL.  THIS  INDENTURE  AND THE NOTES  SHALL BE GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE  WITHOUT REGARD
TO  CONFLICT  OF LAW  RULES.  THE  COMPANY  HEREBY  IRREVOCABLY  SUBMITS  TO THE
JURISDICTION  OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY  ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY,  GENERALLY AND UNCONDITIONALLY,  JURISDICTION OF
THE AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT
IT MAY  EFFECTIVELY DO SO UNDER  APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER  HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION  OR  PROCEEDING  BROUGHT  IN  ANY  SUCH  COURT  HAS  BEEN  BROUGHT  IN AN
INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY
HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER
JURISDICTION.

     SECTION 12.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. This Indenture
may not be used to interpret any other indenture,  loan or debt agreement of the
Company or its Subsidiaries or of any other Person. Any such indenture,  loan or
debt agreement may not be used to interpret this Indenture.

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

     SECTION 12.11. SEVERABILITY.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

     SECTION 12.12.  COUNTERPART  ORIGINALS.  The parties may sign any number of
copies of this Indenture in counterpart.  Each signed copy shall be an original,
but all of them together represent the same agreement.

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

                         [Signatures on following page.]


<PAGE>


                                   SIGNATURES

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

                                    KEYSTONE CONSOLIDATED INDUSTRIES, INC.

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


                                    U.S. BANK NATIONAL ASSOCIATION,
                                     as Trustee

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






     ** This Table of Contents  shall not, for any purpose,  be deemed a part of
the Indenture.