##### Table of Contents



NATIONAL VISION, INC.,

as Issuer,

and

STATE STREET BANK AND TRUST COMPANY,

as Trustee



---



INDENTURE

Dated as of June 15, 2001



---



$120,000,000 of

12% Senior Secured Notes due 2009



---



---

TABLE OF CONTENTS



|                                                         |                                                                                                                                    |  |  |  |  |  |  | 
|-------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|ARTICLE ONE  DEFINITIONS AND INCORPORATION BY REFERENCE
|                                                         | SECTION 1.01 Definitions.                                                                                                         
|                                                         | SECTION 1.02 Incorporation by Reference of TIA.                                                                                   
|                                                         | SECTION 1.03 Rules of Construction.                                                                                               
|ARTICLE TWO  THE NOTES                                 
|                                                         | SECTION 2.01 Form and Dating.                                                                                                     
|                                                         | SECTION 2.02 Execution and Authentication  Aggregate Principal Amount.                                                           
|                                                         | SECTION 2.03 Registrar and Paying Agent.                                                                                          
|                                                         | SECTION 2.04 Paying Agent To Hold Assets in Trust.                                                                                
|                                                         | SECTION 2.05 Holder Lists.                                                                                                        
|                                                         | SECTION 2.06 Transfer and Exchange.                                                                                               
|                                                         | SECTION 2.07 Replacement Notes.                                                                                                   
|                                                         | SECTION 2.08 Outstanding Notes.                                                                                                   
|                                                         | SECTION 2.09 Treasury Notes.                                                                                                      
|                                                         | SECTION 2.10 Temporary Notes.                                                                                                     
|                                                         | SECTION 2.11 Cancellation.                                                                                                        
|                                                         | SECTION 2.12 Defaulted Interest.                                                                                                  
|                                                         | SECTION 2.13 CUSIP Numbers.                                                                                                       
|                                                         | SECTION 2.14 Deposit of Monies.                                                                                                   
|ARTICLE THREE  REDEMPTION                              
|                                                         | SECTION 3.01 Notices to Trustee.                                                                                                  
|                                                         | SECTION 3.02 Selection of Notes To Be Redeemed.                                                                                   
|                                                         | SECTION 3.03 Optional Redemption.                                                                                                 
|                                                         | SECTION 3.04 Notice of Redemption.                                                                                                
|                                                         | SECTION 3.05 Effect of Notice of Redemption.                                                                                      
|                                                         | SECTION 3.06 Mandatory Redemption.                                                                                                
|                                                         | SECTION 3.07 Deposit of Redemption Price.                                                                                         
|                                                         | SECTION 3.08 Notes Redeemed in Part.                                                                                              
|ARTICLE FOUR COVENANTS                                  
|                                                         | SECTION 4.01 Payment of Notes.                                                                                                    
|                                                         | SECTION 4.02 Maintenance of Office or Agency.                                                                                     
|                                                         | SECTION 4.03 Corporate Existence.                                                                                                 
|                                                         | SECTION 4.04 Payment of Taxes and Other Claims.                                                                                   
|                                                         | SECTION 4.05 Maintenance of Properties and Insurance.                                                                             
|                                                         | SECTION 4.06 Compliance Certificate; Notice of Default.                                                                           
|                                                         | SECTION 4.07 Compliance with Laws.                                                                                                
|                                                         | SECTION 4.08 Reports to Holders.                                                                                                  
|                                                         | SECTION 4.09 Waiver of Stay, Extension or Usury Laws.                                                                             
|                                                         | SECTION 4.10 Limitation on Restricted Payments.                                                                                   
|                                                         | SECTION 4.11 Limitations on Transactions with Affiliates.                                                                         
|                                                         | SECTION 4.12 Limitation on Incurrence  of Additional Indebtedness.                                                               
|                                                         | SECTION 4.13 Limitation on Dividend and Other Payment  Restrictions Affecting Subsidiaries.                                      
|                                                         | SECTION 4.14 Change of Control.                                                                                                   
|                                                         | SECTION 4.15 Limitation on Asset Sales.                                                                                           
|                                                         | SECTION 4.16 Limitation on Preferred Stock of Restricted Subsidiaries.                                                            
|                                                         | SECTION 4.17 Limitation on Liens.                                                                                                 
|                                                         | SECTION 4.18 INTENTIONALLY OMITTED.                                                                                               
|                                                         | SECTION 4.19 DTC and PORTAL Eligibility.                                                                                          
|                                                         | SECTION 4.20 Conduct of Business.                                                                                                 
|                                                         | SECTION 4.21 Protection of Security; Acknowledgment of Pledge.                                                                    
|ARTICLE FIVE  SUCCESSOR CORPORATION                    
|                                                         | SECTION 5.01 Merger, Consolidation and Sale of Assets.                                                                            
|                                                         | SECTION 5.02 Successor Corporation Substituted.                                                                                   
|ARTICLE SIX  REMEDIES                                  
|                                                         | SECTION 6.01 Events of Default.                                                                                                   
|                                                         | SECTION 6.02 Acceleration.                                                                                                        
|                                                         | SECTION 6.03 Other Remedies.                                                                                                      
|                                                         | SECTION 6.04 Waiver of Past Defaults.                                                                                             
|                                                         | SECTION 6.05 Control by Majority.                                                                                                 
|                                                         | SECTION 6.06 Limitation on Suits.                                                                                                 
|                                                         | SECTION 6.07 Right of Holders To Receive Payment.                                                                                 
|                                                         | SECTION 6.08 Collection Suit by Trustee.                                                                                          
|                                                         | SECTION 6.09 Trustee May File Proofs of Claim.                                                                                    
|                                                         | SECTION 6.10 Priorities.                                                                                                          
|                                                         | SECTION 6.11 Undertaking for Costs.                                                                                               
|ARTICLE SEVEN  TRUSTEE                                 
|                                                         | SECTION 7.01 Duties of Trustee.                                                                                                   
|                                                         | SECTION 7.02 Rights of Trustee.                                                                                                   
|                                                         | SECTION 7.03 Individual Rights of Trustee.                                                                                        
|                                                         | SECTION 7.04 Trustees Disclaimer.                                                                                                
|                                                         | SECTION 7.05 Notice of Default.                                                                                                   
|                                                         | SECTION 7.06 Reports by Trustee to Holders.                                                                                       
|                                                         | SECTION 7.07 Compensation and Indemnity.                                                                                          
|                                                         | SECTION 7.08 Replacement of Trustee.                                                                                              
|                                                         | SECTION 7.09 Successor Trustee by Merger, Etc.                                                                                    
|                                                         | SECTION 7.10 Eligibility; Disqualification.                                                                                       
|                                                         | SECTION 7.11 Preferential Collection of Claims Against Company.                                                                   
|ARTICLE EIGHT  DISCHARGE OF INDENTURE; DEFEASANCE      
|                                                         | SECTION 8.01 Termination of Companys Obligations.                                                                                
|                                                         | SECTION 8.02 Application of Trust Money.                                                                                          
|                                                         | SECTION 8.03 Repayment to the Company.                                                                                            
|                                                         | SECTION 8.04 Reinstatement.                                                                                                       
|                                                         | SECTION 8.05 Release of Security.                                                                                                 
|                                                         | SECTION 8.06 Acknowledgment of Discharge by Trustee.                                                                              
|ARTICLE NINE  MODIFICATION OF THE INDENTURE            
|                                                         | SECTION 9.01 Without Consent of Holders.                                                                                          
|                                                         | SECTION 9.02 With Consent of Holders.                                                                                             
|                                                         | SECTION 9.03 Compliance with TIA.                                                                                                 
|                                                         | SECTION 9.04 Revocation and Effect of Consents.                                                                                   
|                                                         | SECTION 9.05 Notation on or Exchange of Notes.                                                                                    
|                                                         | SECTION 9.06 Trustee to Sign Amendments, Etc.                                                                                     
|                                                         | SECTION 9.07 Effect on New Credit Facility.                                                                                       
|ARTICLE TEN  SUBORDINATION OF NOTES                    
|                                                         | SECTION 10.01 Notes Subordinated to New Credit Facility.                                                                          
|                                                         | SECTION 10.02 Suspension of Payment When New Credit Facility is in Default.                                                       
|                                                         | SECTION 10.03 Notes Subordinated to Prior Payment of New Credit Facility on Dissolution, Liquidation or Reorganization of Company.
|                                                         | SECTION 10.04 Payments may be Paid Prior to Dissolution.                                                                          
|                                                         | SECTION 10.05 Holders to be Subrogated to Rights of Lender.                                                                       
|                                                         | SECTION 10.06 Obligations of the Company Unconditional.                                                                           
|                                                         | SECTION 10.07 Notice to Trustee.                                                                                                  
|                                                         | SECTION 10.08 Reliance on Judicial Order or Certificate of Liquidating Agent.                                                     
|                                                         | SECTION 10.09 Trustees Relation to New Credit Facility.                                                                          
|                                                         | SECTION 10.10 Subordination of Liens.                                                                                             
|                                                         | SECTION 10.11 Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of the New Credit Facility.        
|                                                         | SECTION 10.12 Noteholders Authorize Trustee to Effectuate Subordination of Notes.                                                 
|                                                         | SECTION 10.13 This Article Ten Not to Prevent Events of Default.                                                                  
|                                                         | SECTION 10.14 Trustees Compensation Not Prejudiced.                                                                              
|ARTICLE ELEVEN                                          
|MISCELLANEOUS                                           
|                                                         | SECTION 11.01 TIA Controls.                                                                                                       
|                                                         | SECTION 11.02 Notices.                                                                                                            
|                                                         | SECTION 11.03 Communications by Holders with Other Holders.                                                                       
|                                                         | SECTION 11.04 Certificate and Opinion as to Conditions Precedent.                                                                 
|                                                         | SECTION 11.05 Statements Required in Certificate or Opinion.                                                                      
|                                                         | SECTION 11.06 Rules by Trustee, Paying Agent, Registrar.                                                                          
|                                                         | SECTION 11.07 Legal Holidays.                                                                                                     
|                                                         | SECTION 11.08 Governing Law.                                                                                                      
|                                                         | SECTION 11.09 No Adverse Interpretation of Other Agreements.                                                                      
|                                                         | SECTION 11.10 No Personal Liability.                                                                                              
|                                                         | SECTION 11.11 Successors.                                                                                                         
|                                                         | SECTION 11.12 Duplicate Originals.                                                                                                
|                                                         | SECTION 11.13 Severability.                                                                                                       
|                                                         | SECTION 11.14 Independence of Covenants.                                                                                          
|EXHIBIT A                                               
|EX-4.4 INDENTURE DATED JUNE 15, 2001                    
|EX-10.18 AGREEMENT & GENERAL RELEASE DEC. 27, 2002      
|EX-21 SUBSIDIARIES OF THE REGISTRANT                    
|EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP                
|EX-23.2 NOTICE REGARDING ARTHUR ANDERSEN LLP            
|EX-99.1 906 CERTIFICATION OF THE CEO AND CFO            



---



##### Table of Contents



CROSS-REFERENCE TABLE

|        |  |           |  |                       |  |  |                   | 
|------- |  | --------- |  | --------------------- |  |  | ----------------- | 
|TIA     |  | Indenture
|Section |  | Section  
|        |  |          
|        |  |           |  | 310(a)(1)             |  |  | 7.10              | 
|        |  |           |  | (a)(2)                |  |  | 7.10              | 
|        |  |           |  | (a)(3)                |  |  | N.A.              | 
|        |  |           |  | (a)(4)                |  |  | N.A.              | 
|        |  |           |  | (a)(5)                |  |  | 7.10              | 
|        |  |           |  | (b)                   |  |  | 7.08; 7.10; 11.02 | 
|        |  |           |  | (c)                   |  |  | N.A.              | 
|        |  |           |  | 311(a)                |  |  | 7.11              | 
|        |  |           |  | (b)                   |  |  | 7.11              | 
|        |  |           |  | (c)                   |  |  | N.A.              | 
|        |  |           |  | 312(a)                |  |  | 2.05              | 
|        |  |           |  | (b)                   |  |  | 11.03             | 
|        |  |           |  | (c)                   |  |  | 11.03             | 
|        |  |           |  | 313(a)                |  |  | 7.06              | 
|        |  |           |  | (b)(1)                |  |  | N.A.              | 
|        |  |           |  | (b)(2)                |  |  | 7.06              | 
|        |  |           |  | (c)                   |  |  | 7.06; 11.02       | 
|        |  |           |  | (d)                   |  |  | 7.06              | 
|        |  |           |  | 314(a)                |  |  | 4.06; 4.08; 11.02 | 
|        |  |           |  | (b)                   |  |  | 4.21              | 
|        |  |           |  | (c)(1)                |  |  | 11.04             | 
|        |  |           |  | (c)(2)                |  |  | 11.04             | 
|        |  |           |  | (c)(3)                |  |  | N.A.              | 
|        |  |           |  | (d)                   |  |  | N.A.              | 
|        |  |           |  | (e)                   |  |  | 11.05             | 
|        |  |           |  | (f)                   |  |  | N.A.              | 
|        |  |           |  | 315(a)                |  |  | 7.01(b)           | 
|        |  |           |  | (b)                   |  |  | 7.05; 11.02       | 
|        |  |           |  | (c)                   |  |  | 7.01(a)           | 
|        |  |           |  | (d)                   |  |  | 7.01(c)           | 
|        |  |           |  | (e)                   |  |  | 6.11              | 
|        |  |           |  | 317(a)(last sentence) |  |  | 2.09              | 
|        |  |           |  | (a)(1)(A)             |  |  | 6.05              | 
|        |  |           |  | (a)(1)(B)             |  |  | 6.04              | 
|        |  |           |  | (a)(2)                |  |  | N.A.              | 
|        |  |           |  | (b)                   |  |  | 6.07              | 
|        |  |           |  | (c)                   |  |  | 9.04              | 
|        |  |           |  | 317(a)(1)             |  |  | 6.08              | 
|        |  |           |  | (a)(2)                |  |  | 6.09              | 
|        |  |           |  | (b)                   |  |  | 2.04              | 
|        |  |           |  | 3148a)                |  |  | 11.01             | 
|        |  |           |  | (c)                   |  |  | 11.01             | 

N.A. means Not Applicable.



---

| |  | Note: This Cross-Reference Table shall not, for any purpose, be deemed to
be part of this Indenture.
| |  | ----------------------------------------------------------------------------------------------------



---



---



##### Table of Contents



INDENTURE, dated as of June 15, 2001, between NATIONAL VISION, INC. (f/k/a
Vista Eyecare, Inc.), a Georgia corporation (the Company), and State Street
Bank and Trust Company, as Trustee (the Trustee).

The Company has duly authorized the creation of an issue of 12% Senior Secured
Notes due 2009 and, to provide therefor, the Company has duly authorized the
execution and delivery of this Indenture. All things necessary to make the
Notes (as defined), when duly issued and executed by the Company and
authenticated and delivered hereunder, the valid and binding obligations of the
Company and to make this Indenture a valid and binding agreement of the
Company, have been done.

Each party hereto agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Companys 12% Senior
Secured Notes due 2009:

GRANTING CLAUSES

The Company hereby Grants to the Trustee as of the date hereof, as trustee for
the benefit of the Holders, all of the Companys right, title and interest,
subject to the provisions set forth below, whether now owned or hereafter
acquired in, to, and under (a) all tangible and intangible assets of the
Company; and (b) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of the conversion, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (all of the foregoing referenced to in this paragraph
being referred to collectively herein as the Security).

The Holders of the Notes are entitled to the benefit of Liens on the Security,
subject to the priorities, limitations and provisions set forth herein. For as
long as all or any portion of the Indebtedness under the New Credit Facility
remains outstanding, unpaid or unsatisfied, the Trustee, and by accepting a
Note, each Holder, acknowledge and agree that (i) the security interest granted
to the Trustee for the benefit of the Holders in the Security shall,
irrespective of the time of perfection or creation of any security interests or
other Liens in the Security on behalf of the Lender or Trustee, be junior and
subordinate to the interests of such Lender and (ii) to refrain from taking any
action to foreclose upon, take possession of, liquidate or otherwise proceed
against the Security.



---



---



##### Table of Contents



The Grant made in the initial paragraph of the Granting Clause is made in trust
(as described above) to secure the payment of principal of and interest on, and
any other amounts owing in respect of the Notes, equally and ratably without
prejudice, priority or distinction and to secure compliance with the provisions
of this Indenture, all as provided in this Indenture; and after satisfaction of
such obligations, amounts received as a result of such Grant shall be available
without restriction to the Company.

The Trustee, as trustee on behalf of the Holders, acknowledges such Grant and
accepts the trusts under this Indenture in accordance with the provisions of
this Indenture.




ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE




SECTION 1.01 Definitions.

10% Issuees means each holder of 10% or more of the outstanding principal
amount of the Notes on the Effective Date.

Acquired Indebtedness means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary
of the Company or at the time it merges or consolidates with the Company or any
of its Subsidiaries or is assumed in connection with the acquisition of assets
from such Person and in each case not incurred by such Person in connection
with, or in anticipation or in contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

Affiliate means, with respect to any specified Person, any other Person who
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. The
term control means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms controlling and controlled have meanings correlative of the
foregoing.

Affiliate Transaction has the meaning set forth in Section 4.11.

Agent means any Registrar, Paying Agent or co-Registrar.

Asset Acquisition means (a) an Investment by the Company or any Restricted
Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (b) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other
than a Restricted Subsidiary of the Company) which constitute all or
substantially all of the assets of such Person or comprise any division or line
of business of such Person or any other properties or assets of such Person
other than in the ordinary course of the Companys or such Restricted
Subsidiarys business.

-2-

---



---



##### Table of Contents



Asset Sale means any direct or indirect sale, issuance, conveyance, transfer,
lease (other than operating leases entered into in the ordinary course of
business), assignment or other transfer for value by the Company or any of its
Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any
Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of (a) any Capital Stock of any Restricted Subsidiary of the Company;
or (b) any other property or assets of the Company or any Restricted Subsidiary
of the Company other than in the ordinary course of business; provided,
however, that Asset Sales shall not include (i) a transaction or series of
related transactions for which the Company or its Restricted Subsidiaries
receive aggregate consideration of less than $750,000, (ii) the sale, lease,
conveyance, disposition or other transfer of all or substantially all of the
assets of the Company as permitted under Section 5.01, (iii) the sale, lease,
conveyance, disposition or other transfer by the Company or any Restricted
Subsidiary of assets or property in transactions constituting Investments that
are not prohibited under Section 4.10, (iv) leases or subleases to third
persons not interfering in any material respect with the business of the
Company or any of its Restricted Subsidiaries, (v) the sale, conveyance,
disposition, or other transfer of the Capital Stock of ProCare Eye Exam, Inc.
or (vi) the creation of any Lien not prohibited by this Indenture.

Authenticating Agent has the meaning set forth in Section 2.02.

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

Board of Directors means, as to any Person, the board of directors of such
Person or any duly authorized committee thereof.

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

Business Day means any day other than a Saturday, Sunday or any other day on
which commercial banking institutions in the City of New York or the city in
which the principal corporate trust office of the Trustee is located are
required or authorized by law or other governmental action to be closed.

Capitalized Lease Obligation means, as to any Person, the obligations of such
Person under a lease that are required to be classified and accounted for as
capital lease obligations under GAAP and, for purposes of this definition, the
amount of such obligations at any date shall be the capitalized amount of such
obligations at such date, determined in accordance with GAAP.

Capital Stock means (i) with respect to any Person that is a corporation, any
and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock, including each class
of Common Stock and Preferred Stock of such Person, and (ii) with respect to
any Person that is not a corporation, any and all partnership, membership or
other equity interests of such Person.

-3-

---



---



##### Table of Contents



Cash Equivalents means (i) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moodys; (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of
acquisition, having a rating of at least A-1 from S&P or at least P-1 from
Moodys; (iv) certificates of deposit or bankers acceptances maturing within
one year from the date of acquisition thereof issued by any bank organized
under the laws of the United States of America or any state thereof or the
District of Columbia or any U.S. branch of a foreign bank having at the date of
acquisition thereof combined capital and surplus of not less than $500,000,000
and a Thompson or Keefe Bank Watch Rating of B or better; (v) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clause (i) above entered into with any bank meeting
the qualifications specified in clause (iv) above; (vi) in the case of any
foreign Restricted Subsidiary, Investments: (a) in direct obligations of the
sovereign nation (or any agency thereof) in which such foreign Restricted
Subsidiary is organized or is conducting a substantial amount of business or in
obligations fully and unconditionally guaranteed by such sovereign nation (or
any agency thereof), (b) of the type and maturity described in clauses (i)
through (v) above of foreign obligors, which Investments or obligors (or the
parents of such obligors) have ratings described in such clauses or equivalent
ratings from comparable foreign rating agencies or (c) of the type and maturity
described in clauses (i) through (v) above of foreign obligors (or the parents
of such obligors), which Investments or obligors (or the parents of such
obligors) are not rated as provided in such clauses or in clause (vi)(b) but
which are, in the reasonable judgment of the Company, comparable in investment
quality to such Investments and obligors (or the parents of such obligors); and
(vii) investments in money market funds which invest substantially all their
assets in securities of the types described in clauses (i) through (vi) above.

Change of Control means the occurrence of one or more of the following events
after the Effective Date: (i) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions) of all or substantially
all of the assets of the Company to any Person or group of related Persons for
purposes of Section 13(d) of the Exchange Act (a Group), together with any
Affiliates thereof (whether or not otherwise in compliance with the provisions
of this Indenture) other than the creation of a Lien permitted pursuant to this
Indenture; (ii) the approval by the holders of Capital Stock of the Company of
any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with the provisions of this Indenture); (iii)
any Person or Group shall become the owner, directly or indirectly,
beneficially or of record, of shares representing more than 50% of the
aggregate ordinary voting power represented by the issued and outstanding

-4-

---



---



##### Table of Contents



Capital Stock of the Company; or (iv) the replacement of a majority of the
Board of Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such
period, and such replacement shall not have been approved by a vote of at least
a majority of the Board of Directors of the Company then still in office who
either were members of such Board of Directors at the beginning of such period
or whose election as a member of such Board of Directors was previously so
approved. Notwithstanding anything to the contrary contained in the foregoing,
a Change of Control shall not be deemed to occur upon the consummation of the
merger of the Company with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another jurisdiction.

Change of Control Offer has the meaning set forth in Section 4.14.

Change of Control Payment Date has the meaning set forth in Section 4.14.

Commission means the U.S. Securities and Exchange Commission.

Common Stock of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of such Persons common stock, whether outstanding on the
Effective Date or issued after the Effective Date, and includes, without
limitation, all series and classes of such common stock.

Company means National Vision, Inc. (f/k/a Vista Eyecare, Inc.), a Georgia
corporation.

Consolidated EBITDA means, with respect to any Person, for any period, the
sum (without duplication) of (i) Consolidated Net Income and (ii) to the extent
Consolidated Net Income has been reduced thereby, (A) all income taxes of such
Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP
for such period (other than income taxes attributable to extraordinary, unusual
or nonrecurring gains or losses or taxes attributable to sales or dispositions
outside the ordinary course of business), (B) Consolidated Interest Expense,
(C) Consolidated Non-cash Charges less any non-cash items increasing
Consolidated Net Income for such period, all as determined on a consolidated
basis for such Person and its Restricted Subsidiaries in accordance with GAAP,
and (D) after-tax losses from Asset Sales or abandonments or reserves relating
thereto.

Consolidated Fixed Charge Coverage Ratio means, with respect to any Person,
the ratio of Consolidated EBITDA of such Person during the four full fiscal
quarters for which financial statements are reasonably available (the Four
Quarter Period) most recently ending on or prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio (the Transaction Date) to Consolidated Fixed Charges of such
Person for the Four Quarter Period as determined from an Officers Certificate
delivered to the Trustee at the time that such calculation is required to be
made. In addition to and without limitation of the foregoing, for purposes of
this definition, Consolidated EBITDA and

-5-

---



---



##### Table of Contents



Consolidated Fixed Charges shall be calculated after giving effect on a
pro forma basis for the period of such calculation to (i) the incurrence or
repayment of any Indebtedness of such Person or any of its Restricted
Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other
Indebtedness (and the application of the proceeds thereof), other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to working capital facilities, occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such
incurrence or repayment, as the case may be (and the application of the
proceeds thereof), occurred on the first day of the Four Quarter Period and
(ii) any asset sales or other dispositions or Asset Acquisitions (including,
without limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness and also including any Consolidated EBITDA (including any pro
forma expense and cost reductions calculated on a basis consistent with
Regulation S-X under the Exchange Act) attributable to the assets which are the
subject of the Asset Acquisition or asset sale or other disposition during the
Four Quarter Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such asset sale or other disposition or Asset
Acquisition (including the incurrence, assumption or liability for any such
Acquired Indebtedness) occurred on the first day of the Four Quarter Period.
If such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness; provided that if such guarantee is
limited to a principal amount that is less than the amount of such
Indebtedness, such effect shall be limited to the incurrence of such
Indebtedness in such limited amount. Furthermore, in calculating Consolidated
Fixed Charges for purposes of determining the denominator (but not the
numerator) of this Consolidated Fixed Charge Coverage Ratio, (1) interest on
outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall
be deemed to have accrued at a fixed rate per annum equal to the rate of
interest on such Indebtedness in effect on the Transaction Date; (2) if
interest on any Indebtedness actually incurred on the Transaction Date may
optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the Transaction Date will be deemed to have been in
effect during the Four Quarter Period; and (3) notwithstanding clause (1)
above, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Interest Swap
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements.

Consolidated Fixed Charges means, with respect to any Person for any period,
the sum, without duplication, of (i) Consolidated Interest Expense, plus (ii)
the product of (x) the amount of all dividend payments on any series of
Preferred Stock of such Person (other than dividends paid in Qualified Capital
Stock) paid, accrued or scheduled to be paid or accrued

-6-

---



---



##### Table of Contents



during such period times (y) a fraction, the numerator of which is one and the
denominator of which is one minus the then current effective consolidated
federal, state and local tax rate of such Person, expressed as a decimal.

Consolidated Interest Expense means, with respect to any Person for any
period, the sum of, without duplication: (i) the aggregate of the interest
expense of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including without
limitation, (a) any amortization of debt discount and amortization or write-off
of deferred financing costs, (b) the net costs under Interest Swap Obligations,
(c) all capitalized interest and (d) the interest portion of any deferred
payment obligation; and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

Consolidated Net Income means, with respect to any Person, for any period,
the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom (a) after-tax gains
from Asset Sales or abandonments or reserves relating thereto, (b) after-tax
items classified as extraordinary or nonrecurring gains, (c) the net income of
any Person acquired in a pooling of interests transaction accrued prior to
the date it becomes a Restricted Subsidiary of the referent Person or is merged
or consolidated with the referent Person or any Restricted Subsidiary of the
referent Person, (d) the net income (but not loss) of any Restricted Subsidiary
of the referent Person to the extent that the declaration of dividends or
similar distributions by that Restricted Subsidiary of that income is
restricted by a contract, operation of law or otherwise, (e) the net income of
any Person, other than a Restricted Subsidiary of the referent Person, except
to the extent of cash dividends or distributions paid to the referent Person or
to a Wholly Owned Restricted Subsidiary of the referent Person by such Person,
(f) any restoration to income of any contingency reserve, except to the extent
that provision for such reserve was made out of Consolidated Net Income accrued
at any time following the Effective Date, (g) income or loss attributable to
discontinued operations (including, without limitation, operations disposed of
during such period whether or not such operations were classified as
discontinued), and (h) in the case of a successor to the referent Person by
consolidation or merger or as a transferee of the referent Persons assets, any
earnings of the successor corporation prior to such consolidation, merger or
transfer of assets.

Consolidated Net Worth of any Person means the consolidated stockholders
equity of such Person, determined on a consolidated basis in accordance with
GAAP, less (without duplication) amounts attributable to Disqualified Capital
Stock of such Person.

Consolidated Non-cash Charges means, with respect to any Person, for any
period, the aggregate depreciation, amortization and other non-cash expenses of
such Person and its Restricted Subsidiaries reducing Consolidated Net Income of
such Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charge which
requires an accrual of or a reserve for cash charges for any future period).

-7-

---



---



##### Table of Contents



Consolidated Tangible Assets means, with respect to any Person, as of any
date of determination, the total assets, less goodwill, deferred financing
costs and other intangibles and less accumulated amortization, shown on the
most recent balance sheet of such Person, determined on a consolidated basis in
accordance with GAAP.

Corporate Trust Office means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution of this Indenture is located at Goodwin
Square, 225 Asylum Street, 23rd Floor, Hartford, CT 06103, except that with
respect to presentation of Notes for payment or for registration of transfer or
exchange, such term shall mean any office or agency of the Trustee at which, at
any particular time, its corporate agency business shall be conducted.

Covenant Defeasance has the meaning set forth in Section 8.01.

Currency Agreement means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.

Custodian means any receiver, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law.

Default means an event or condition the occurrence of which is, or with the
lapse of time or the giving of notice or both would be, an Event of Default.

Default Interest has the meaning set forth in Section 2.12.

Default Interest Payment Date has the meaning set forth in Section 2.12.

Default Notice has the meaning set forth in Section 10.02.

Depository means The Depository Trust Company, its nominees and successors.

Disclosure Statement means the Disclosure Statement to Accompany Joint Plan
of Reorganization Under Chapter 11, Title 11, United States Code Filed by Vista
Eyecare, Inc. and Certain of its Debtor Subsidiaries and Joint Plan of
Reorganization Under Chapter 11, Title 11, United States Code, Filed by
Frame-N-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and
Certain of their Debtor Subsidiaries dated April 13, 2001 of the Company
relating to certain matters including the issuance of the Notes.

Disqualified Capital Stock means that portion of any Capital Stock which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures or is
mandatorily

-8-

---



---



##### Table of Contents



redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the sole option of the holder thereof on or prior to the final
maturity date of the Notes.

Dollars and $ means U.S. Legal Tender.

EBITDA means earnings before interest, taxes, depreciation, and amortization.

Effective Date means May 31, 2001.

Enforcement Expenses means all reasonable costs and expenses incurred by
Lender in connection with its enforcement of any rights or remedies under the
New Credit Facility, the documentation of any workout, restructuring or
forbearance arrangement with respect to the New Credit Facility, the collection
of any indebtedness under the New Credit Facility or the protection of, or
realization upon, any security under the New Credit Facility after the
occurrence and during the continuance of a default or event of default under
the New Credit Facility including, by way of example, attorneys fees, court
costs, appraisal and consulting fees, auctioneers fees, rent, storage,
insurance premiums, costs of completing work-in-progress or refurbishing
Security under the New Credit Facility, advertising costs and shipping
expenses, whether or not such amounts are allowed as a claim against the
Company in any proceeding under Bankruptcy Law.

Equity Offering means a sale of Qualified Capital Stock of the Company other
than Indebtedness or Disqualified Capital Stock convertible or exchangeable
into Capital Stock of the Company.

Event of Default has the meaning set forth in Section 6.01.

Excess Cash Flow shall have the meaning set forth in Section 3.06.

Exchange Act means the Securities Exchange Act of 1934, as amended, or any
successor statute or statutes thereto.

fair market value means, with respect to any asset or property, the price
which could be negotiated in an arms-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Unless the TIA
otherwise requires, fair market value shall be determined by the Board of
Directors of the Company acting reasonably and in good faith and shall be
evidenced by a Board Resolution of the Board of Directors of the Company
delivered to the Trustee.

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 as of the Effective Date and
consistently applied.

-9-

---



---



##### Table of Contents



Grant means mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of any property hereunder shall include
all rights, powers and options (but none of the obligations) of the Granting
party thereunder or with respect thereto, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of such property and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring suits
in equity, action of law, or other judicial or administrative proceedings in
the name of the Granting party or otherwise and generally to do and receive
anything that the Granting party is or may be entitled to do or receive
thereunder or with respect thereto.

guarantee means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

Holder means the Person, in its capacity as a holder of a Note, in whose name
a Note is registered on the Registrars books.

incur has the meaning set forth in Section 4.12.

Indebtedness means with respect to any Person, without duplication, (i) all
Obligations of such Person for borrowed money, (ii) all Obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 90 days or
more or are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted), (v) all Obligations for the reimbursement
of any obligor on any letter of credit (other than a letter of credit relating
to a trade account payable that is not considered Indebtedness pursuant to
clause (iv) above), bankers acceptance or similar credit transaction, (vi)
guarantees and other contingent obligations in respect of Indebtedness referred
to in clauses (i) through (v) above and clause (viii) below, (vii) all
Obligations of any other Person of the type referred to in clauses (i) through
(vi) which are secured by any lien on any property or asset of such Person, the
amount of such Obligation being deemed to be the lesser of the fair

-10-

---



---



##### Table of Contents



market value of such property or asset or the amount of the Obligation so
secured, (viii) all net Obligations of such Person under currency agreements
and interest swap agreements, (ix) all Disqualified Capital Stock issued by
such Person with the amount of Indebtedness represented by such Disqualified
Capital Stock being equal to the greater of its voluntary or involuntary
liquidation preference and its maximum fixed repurchase price, but excluding
accrued dividends, if any. For purposes hereof, the maximum fixed repurchase
price of any Disqualified Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased on any date
on which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.

Indenture means this Indenture, as amended or supplemented from time to time
in accordance with the terms hereof.

interest when used with respect to any Note means the amount of all interest
accruing on such Note, including any applicable Default Interest pursuant to
Section 2.12.

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

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

Internal Revenue Code means the Internal Revenue Code of 1986, as amended to
the date hereof and from time to time hereafter.

Investment by any Person in any other Person means, with respect to any
Person, any direct or indirect loan or other extension of credit (including,
without limitation, a guarantee) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition by
such Person of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, such other Person. Investment shall
exclude extensions of trade credit by the Company and its Restricted
Subsidiaries on commercially reasonable terms in accordance with normal trade
practices of the Company or such Restricted Subsidiary, as the case may be.
For the purposes of Section 4.10, (i) Investment shall include and be valued
at the fair market value of the net assets of any Restricted Subsidiary at the
time that such Restricted Subsidiary is designated an Unrestricted Subsidiary
and shall exclude the fair market value of the net assets of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Restricted Subsidiary and (ii) the amount of any Investment shall be the
original cost of such Investment plus the cost of all additional Investments by
the Company or any of its Restricted Subsidiaries, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, reduced by the payment of dividends or
distributions in connection with such Investment or any other amounts received
in respect of such Investment; provided that no such payment of dividends or
distributions or receipt of any such

-11-

---



---



##### Table of Contents



other amounts shall reduce the amount of any Investment if such payment of
dividends or distributions or receipt of any such amounts would be included in
Consolidated Net Income. If the Company or any Restricted Subsidiary of the
Company sells or otherwise disposes of any Common Stock of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, the Company no longer owns, directly or
indirectly, greater than 50% of the outstanding Common Stock of such Restricted
Subsidiary, the Company shall be deemed to have made an Investment on the date
of any such sale or disposition equal to the fair market value of the Common
Stock of such Restricted Subsidiary not sold or disposed of.

Issuance means the issuance of the Notes on the Effective Date.

Legal Defeasance has the meaning set forth in Section 8.01.

Legal Holiday has the meaning set forth in Section 11.07.

Lender means the lender under the New Credit Facility.

Lien means any lien, mortgage, deed of trust, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof and any agreement to
give any security interest).

Managed Care Entity means (i) NVAL VisionCare Systems of California, Inc.,
ProCare Eye Exam, Inc. and NVAL VisionCare Systems of North Carolina, Inc. and
(ii) any other Subsidiary of the Company whose financial condition or
activities are regulated under the laws of any state in connection with the
provision of health or vision care products or services (or related
administrative services) and shall include, without limitation, a health
maintenance organization (whether single or multi service), third party
administrator, or any entity similar to any of the foregoing.

Maturity Date means March 30, 2009.

Moodys means Moodys Investors Service, Inc. and its successors.

Net Cash Proceeds means, with respect to any Asset Sale, the proceeds in the
form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents
(other than the portion of any such deferred payment constituting interest)
received by the Company or any of its Restricted Subsidiaries from such Asset
Sale net of (a) reasonable out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions), (b) taxes paid or payable after taking
into account any reduction in consolidated tax liability due to available tax
credits or deductions and any tax sharing arrangements,

-12-

---



---



##### Table of Contents



(c)  repayment of Indebtedness that is required to be repaid in connection with
such Asset Sale and (d) appropriate amounts to be provided by the Company or
any Restricted Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Company or any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale.

New Credit Facility means the Loan and Security Agreement dated as of May 30,
2001, between the Company and Fleet Capital Corporation, together with the
related documents thereto (including, without limitation, any security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder in excess of the amount that would be permitted
at any time pursuant to subsection (ii) of the definition of Permitted
Indebtedness in Section 1.01 (provided that such increase in borrowings is
permitted by Section 4.12) or adding Restricted Subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.
Indebtedness under the New Credit Facility shall be deemed to include (i) all
loans at any time made, and all of the indebtedness, liabilities and
obligations at any time incurred by the Company or its Restricted Subsidiaries
or otherwise existing, under the New Credit Facility, (ii) any and all loans
made or other credit extended by the Lender to the Company or its Restricted
Subsidiaries during the pendency of any proceeding under Bankruptcy Law, (iii)
all interest at any time accrued with respect to any of the foregoing
(including any interest that accrues during the pendency of any proceeding
under Bankruptcy Law, whether or not the Lender is authorized under Bankruptcy
Law to collect such interest from the Company or any Restricted Subsidiary) and
(iv) all Enforcement Expenses for which the Company or its Restricted
Subsidiaries is at any time obligated to pay to the Lender under any agreement
or applicable law (whether or not the Lender is authorized under Bankruptcy Law
to collect such Enforcement Expenses from the Company or its Restricted
Subsidiaries).

Non-Payment Default has the meaning set forth in Section 10.02.

Notes means the 12% Senior Secured Notes due 2009 of the Company, issued on
the Effective Date, as amended or supplemented from time to time in accordance
with the terms of this Indenture, that are issued pursuant to this Indenture.

Obligations means all obligations for principal, interest, penalties, fees,
indemnification, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

Officer means, with respect to any Person, the Chairman of the Board of
Directors, any Vice Chairman of the Board of Directors, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Treasurer, the

-13-

---



---



##### Table of Contents



Controller, or the Secretary of such Person, or any other officer designated by
the Board of Directors serving in a similar capacity.

Officers Certificate means, with respect to any Person, a certificate signed
by the Chief Executive Officer, the President or any Vice President and the
Chief Financial Officer or any Treasurer of such Person that shall comply with
applicable provisions of this Indenture.

Opinion of Counsel means a written opinion, in form and substance reasonably
acceptable tot eh Trustee, from legal counsel who is reasonably acceptable to
the Trustee complying with the requirements of Sections 11.04 and 11.05, as
they relate to the giving of an Opinion of Counsel, and delivered to the
Trustee.

Paying Agent has the meaning set forth in Section 2.03.

Payment Blockage Period has the meaning set forth in Section 10.02.

Payment Default has the meaning set forth in Section 10.02.

Permitted Indebtedness means, without duplication, each of the following:



| | (i)   |  | Indebtedness under the Notes issued in the Issuance and this
Indenture not to exceed $120,000,000 in aggregate principal amount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | Indebtedness incurred by the Company and its Restricted Subsidiaries
pursuant to or in connection with the New Credit Facility in an
amount at any time outstanding not to exceed the sum of (a) an
aggregate principal amount at any time outstanding not to exceed the
greater of (x) $15,000,000 and (y) the sum, at such time, of (I) 85%
of the consolidated book value of accounts receivable of the Company
and its Restricted Subsidiaries and (II) 60% of the consolidated
book value of inventory of the Company and its Restricted
Subsidiaries, plus (b) accrued interest in respect of the New Credit
Facility and fees at any time owing to Lender, in each case as and
to the extent provided under the New Credit Facility; plus (c)
Enforcement Expenses;
|
| | (iii) |  | other Indebtedness of the Company and its Restricted Subsidiaries
outstanding on the Effective Date reduced by the amount of any
scheduled amortization payments or mandatory prepayments, when
actually paid (except to the extent paid from the proceeds of
Refinancing Indebtedness);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (iv)  |  | Interest Swap Obligations of the Company covering Indebtedness of
the Company or any of its Restricted Subsidiaries and Interest Swap
Obligations of any Restricted Subsidiary of the Company covering
Indebtedness of such Restricted Subsidiary; provided, however, that
such Interest Swap Obligations are entered into to protect the
Company and its Restricted Subsidiaries from fluctuations in
interest rates on Indebtedness incurred in accordance with this
Indenture;                                                                                                                                                                                                                                                                                         

-14-

---



---



##### Table of Contents





| | (v)    |  | Indebtedness under Currency Agreements; provided that in the case
of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of the Company and its
Restricted Subsidiaries outstanding other than as a result of
fluctuations in foreign currency exchange rates or by reason of
fees, indemnities and compensation payable thereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (vi)   |  | Indebtedness of a Wholly Owned Restricted Subsidiary of the Company
to the Company or to a Wholly Owned Restricted Subsidiary of the
Company for so long as such Indebtedness is held by the Company or
a Wholly Owned Restricted Subsidiary of the Company, in each case
subject to no Lien other than Liens permitted under this Indenture;
provided that if as of any date any Person other than the Company
or a Wholly Owned Restricted Subsidiary of the Company owns or
holds any such Indebtedness or holds a Lien in respect of such
Indebtedness other than a Lien permitted under this Indenture, such
date shall be deemed the incurrence of Indebtedness not
constituting Permitted Indebtedness by the issuer of such
Indebtedness;                                                                                                                                                                                                                       
|
| | (vii)  |  | Indebtedness of the Company to a Wholly Owned Restricted Subsidiary
of the Company for so long as such Indebtedness is held by a Wholly
Owned Restricted Subsidiary of the Company, in each case subject to
no Lien other than a Lien permitted under this Indenture; provided
that (a) any Indebtedness of the Company to any Wholly Owned
Restricted Subsidiary of the Company is unsecured and subordinated,
pursuant to a written agreement, to the Companys obligations under
this Indenture and the Notes (including any Indebtedness that is
pari passu with this Indenture and the Notes) and (b) if as of any
date any Person other than a Wholly Owned Restricted Subsidiary of
the Company owns or holds any such Indebtedness or any Person holds
a Lien in respect of such Indebtedness other than a Lien permitted
under this Indenture, such date shall be deemed the incurrence of
Indebtedness not constituting Permitted Indebtedness by the
Company;
|
| | (viii) |  | Indebtedness arising from the honoring by a bank or other financial
institution of a daylight overdraft or Indebtedness arising from
the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against
insufficient funds in the ordinary course of business; provided,
however, that such Indebtedness is extinguished within two business
days of incurrence;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (ix)   |  | Indebtedness of the Company or any of its Restricted Subsidiaries
represented by reimbursement obligations in respect of letters of
credit for the account of the Company or such Restricted
Subsidiary, as the case may be, which letters of credit were issued
in order to provide security for workers compensation claims,
payment obligations in connection with self-insurance or similar
requirements in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (x)    |  | Indebtedness in respect of trade letters of credit, standby letters
of credit or performance, surety or appeal bonds, in each case
incurred in the ordinary course of business and securing
obligations not constituting Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

-15-

---



---



##### Table of Contents





| | (xi)   |  | Indebtedness represented by Capitalized Lease Obligations and
Purchase Money Indebtedness of the Company and its Restricted
Subsidiaries not to exceed the greater of (i) $2,500,000 and (ii)
5% of Consolidated Tangible Assets of the Company and its
Restricted Subsidiaries at any one time outstanding;
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (xii)  |  | Refinancing Indebtedness; and                                                                                                                                                                                                                                                                               
|
| | (xiii) |  | additional Indebtedness of the Company and its Restricted
Subsidiaries in an aggregate principal amount not to exceed
$2,500,000 at any one time outstanding (which amount may, but need
not, be incurred in whole or in part under the New Credit
Facility).                                               

Permitted Investments means (i) Investments by the Company or any Restricted
Subsidiary of the Company in any Person that is or will become immediately
after such Investment a Wholly Owned Restricted Subsidiary of the Company or
that will merge or consolidate into the Company or a Wholly Owned Restricted
Subsidiary of the Company, (ii) Investments in the Company by any Restricted
Subsidiary of the Company; provided that any Indebtedness evidencing such
Investment is unsecured and subordinated, pursuant to a written agreement, to
the Companys obligations under the Notes and this Indenture; (iii) investments
in cash and Cash Equivalents; (iv) loans and advances to employees and officers
of the Company and its Restricted Subsidiaries in the ordinary course of
business for bona fide business purposes not in excess of $500,000 at any one
time outstanding; (v) Currency Agreements and Interest Swap Obligations entered
into in the ordinary course of the Companys or its Restricted Subsidiaries
businesses and otherwise in compliance with this Indenture; (vi) additional
Investments not to exceed $1,000,000 at any one time outstanding; (vii)
Investments in securities of trade creditors or customers received pursuant to
any workout, compromise, plan of reorganization or similar arrangement upon the
bankruptcy or insolvency or financial distress of such trade creditors or
customers; (viii) Investments made by the Company or its Restricted
Subsidiaries as a result of consideration received in connection with an Asset
Sale made in compliance with Section 4.15; and (ix) Investments by the Company
or its Restricted Subsidiaries in joint ventures in an aggregate amount not in
excess of $1,000,000 at any time outstanding.

Permitted Liens means the following types of Liens:



| | (i)  |  | Liens for taxes, assessments or governmental charges or claims either
(a) not delinquent or (b) contested in good faith by appropriate
action and as to which the Company or its Restricted Subsidiaries
shall have set aside on its books such reserves, if any, as may be
required pursuant to GAAP;                                                                               
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen and other Liens imposed
by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall
have been made in respect thereof;

-16-

---



---



##### Table of Contents





| | (iii)  |  | Liens incurred or deposits made in the ordinary course of business
in connection with workers compensation, unemployment insurance
and other types of social security, or to secure the performance of
tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, performance and return-of-money bonds
and other similar obligations (exclusive of obligations for the
payment of borrowed money), including any Lien securing letters of
credit issued in connection with any of the foregoing;                                                                                                                                                            
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv)   |  | judgment Liens not giving rise to an Event of Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (v)    |  | easements, rights-of-way, zoning restrictions and other similar
charges or encumbrances in respect of real property not interfering
in any material respect with the ordinary conduct of the business
of the Company or any of its Restricted Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (vi)   |  | any interest or title of a lessor under any Capitalized Lease
Obligation; provided that such Liens do not extend to any property
or asset which is not leased property subject to such Capitalized
Lease Obligation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (vii)  |  | Liens upon specific items of inventory or other goods and proceeds
of any Person securing such Persons obligations in respect of
bankers acceptances issued or created for the account of such
Person to facilitate the purchase, shipment or storage of such
inventory or other goods;                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (viii) |  | Liens securing reimbursement obligations with respect to commercial
letters of credit which encumber documents and other property
relating to such letters of credit and products and proceeds
thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (ix)   |  | Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual, or warranty requirements of the
Company or any of its Restricted Subsidiaries, including rights of
offset and set-off;                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (x)    |  | Liens securing Interest Swap Obligations which Interest Swap
Obligations relate to Indebtedness that is otherwise permitted
under this Indenture;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (xi)   |  | Liens securing Purchase Money Indebtedness permitted pursuant to
clause (xi) of the definition of Permitted Indebtedness;
provided, however, that (A) the Indebtedness shall not exceed the
cost of such property or assets and shall not be secured by any
property or assets of the Company or any Restricted Subsidiary of
the Company other than the property and assets so acquired or
constructed and (B) the Lien securing such Indebtedness shall be
created within 180 days of such acquisition or construction or, in
the case of a refinancing of any Purchase Money Indebtedness,
within 180 days of such refinancing;
(xii) Liens securing obligations under Currency Agreements;
|
| | (xii)  |  | Liens securing obligations under Currency Agreements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

-17-

---



---



##### Table of Contents





| | (xiii)  |  | any lease or sublease not interfering in any material respect with
the business of the Company and its Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (xiv)   |  | Liens with respect to obligations that do not in the aggregate
exceed $1,500,000 at any one time outstanding;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (xv)    |  | Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of custom duties in connection
with the importation of goods;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (xvi)   |  | Liens on the assets of a Managed Care Entity pursuant to the
applicable rules, or regulations of, or undertakings made to, any
regulatory entity having jurisdiction and authority over such
Managed Care Entity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (xvii)  |  | Liens arising under customary provisions in joint venture
agreements and other similar agreements; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (xviii) |  | Liens securing Acquired Indebtedness incurred in accordance with
Section 4.12; provided that (A) such Liens secured such Acquired
Indebtedness at the time of and prior to the incurrence of such
Acquired Indebtedness by the Company or a Restricted Subsidiary of
the Company and were not granted in connection with, or in
anticipation of, the incurrence of such Acquired Indebtedness by
the Company or a Restricted Subsidiary of the Company and (B) such
Liens do not extend to or cover any property or assets of the
Company or of any of its Restricted Subsidiaries other than the
property or assets that secured the Acquired Indebtedness prior to
the time such Indebtedness became Acquired Indebtedness of the
Company or a Restricted Subsidiary of the Company and are no more
favorable to the lienholders than those securing the Acquired
Indebtedness prior to the incurrence of such Acquired Indebtedness
by the Company or a Restricted Subsidiary of the Company.

Person means an individual, partnership, corporation, unincorporated
organization, limited liability company, trust or joint venture, or a
governmental agency or political subdivision thereof.

Physical Notes has the meaning set forth in Section 2.01.

plan of liquidation means, with respect to any Person, a plan (including by
operation of law) that provides for, contemplates or the effectuation of which
is preceded or accompanied by (whether or not substantially contemporaneously)
(a) the sale, lease, conveyance or other disposition of all or substantially
all of the assets of such Person otherwise than as an entirety or substantially
as an entirety and (b) the distribution of all or substantially all of the
proceeds of such sale, lease, conveyance or other disposition and all or
substantially all of the remaining assets of such Person to holders of Capital
Stock of such Person.

-18-

---



---



##### Table of Contents



Preferred Stock of any Person means any Capital Stock of such Person that has
preferential rights to any other Capital Stock of such Person with respect to
dividends or redemptions or upon liquidation.

principal of any Indebtedness (including the Notes) means the principal
amount of such Indebtedness.

pro forma means, with respect to any calculation made or required to be made
pursuant to the terms of this Indenture, a calculation in accordance with
Article 11 of Regulation S-X under the Securities Act, as determined by the
Board of Directors of the Company in consultation with its independent public
accountants.

Purchase Money Indebtedness means Indebtedness of the Company or its
Restricted Subsidiaries incurred for the purpose of financing all or any part
of the purchase price or the cost of installation, construction or improvement
of property or equipment.

Qualified Capital Stock means any Capital Stock that is not Disqualified
Capital Stock.

Qualified Proceeds means any of the following or any combination of the
following: (i) cash, (ii) Cash Equivalents, (iii) assets that are used or
usable in the business of the Company and its Subsidiaries as existing on the
Effective Date or a business reasonably related or complementary thereto and
(iv) Capital Stock of any Person engaged primarily in the business of the
Company and its Subsidiaries as existing on the Effective Date or a business
reasonably related or complementary thereto if, in connection with the receipt
by the Company or any Restricted Subsidiary of the Company of such Capital
Stock: (A) such Person becomes a Restricted Subsidiary; or (B) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into the Company or any
Restricted Subsidiary of the Company.

Record Date means the Record Date specified in the Notes.

Redemption Date when used with respect to any Note to be fully or partially
redeemed, means the date fixed for such redemption pursuant to this Indenture
and the Notes.

redemption price when used with respect to any Note to be redeemed, means the
price fixed for such redemption, including principal, pursuant to this
Indenture and the Notes.

Reference Date has the meaning set forth in Section 4.10.

Refinance means, in respect of any security or Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a
security or Indebtedness in exchange or replacement for, such security or
Indebtedness in whole or in part. Refinanced and Refinancing shall have
correlative meanings.

-19-

---



---



##### Table of Contents



Refinancing Indebtedness means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance
with Section 4.12 or clauses (i) and (iii) of the definition of Permitted
Indebtedness, in each case that does not (1) result in an increase in the
aggregate principal amount of Indebtedness of such Person as of the date of
such proposed Refinancing (plus the amount of any accrued interest required to
be paid under the terms of the instrument governing such Indebtedness and plus
the amount of reasonable fees and expenses incurred by the Company in
connection with such Refinancing) or (2) create Indebtedness with (A) a
Weighted Average Life to Maturity that is less than the Weighted Average Life
to Maturity of the Indebtedness being Refinanced or (B) a final maturity
earlier than the final maturity of the Indebtedness being Refinanced; provided
that (x) if such Indebtedness being Refinanced is Indebtedness of the Company
only, then such Refinancing Indebtedness shall be Indebtedness solely of the
Company, (y) if such Indebtedness being Refinanced is subordinate or junior to
the Notes, then such Refinancing Indebtedness shall be subordinate or junior to
the Notes at least to the same extent and in the same manner as the
Indebtedness being Refinanced, and (z) if the full amount of such Indebtedness
incurred is used to make optional redemptions pursuant to Section 3.03, and
such Indebtedness is pari passu with or subordinate to the Notes, such
Indebtedness may have a Weighted Average Life to Maturity that is less than the
Weighted Average Life to Maturity of the Indebtedness being Refinanced.

Registrar has the meaning set forth in Section 2.03.

Registration Rights Agreement means the Registration Rights Agreement dated
as of the Effective Date among the Company and the 10% Issuees.

Restricted Payment shall have the meaning set forth in Section 4.10.

Restricted Security has the meaning assigned to such term in Rule 144(a)(3)
under the Securities Act; provided, however, that the Trustee shall be entitled
to request and conclusively rely on an Opinion of Counsel with respect to
whether any Note constitutes a Restricted Security.

Restricted Subsidiary of any Person means any Subsidiary of such Person which
at the time of determination is not an Unrestricted Subsidiary.

Restructuring Expenses means restructuring and reorganization costs,
including professional fees, payments under retention and severance plans and
programs, payments to settle claims, including claims of landlords under
leases, expenses associated with the disposition or closing of facilities,
including retail locations, and any other costs and expenses associated with
the plans of reorganization described in the Disclosure Statement, including
any amounts placed in any claims reserve.

Sale and Leaseback Transaction means any direct or indirect arrangement with
any Person or to which any such Person is a party, providing for the leasing to
the Company or a Restricted Subsidiary of any property, whether owned by the
Company or any Restricted Subsidiary at the Effective Date or later acquired,
which has been or is to be sold or transferred by the

-20-

---



---



##### Table of Contents



Company or such Restricted Subsidiary to such Person or to any other Person
from whom funds have been or are to be advanced by such Person on the security
of such Property.

S&P means Standard & Poors Ratings Services, a division of The McGraw Hill
Companies, Inc., and its successors.

Securities Act means the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

Security has the meaning set forth in the Granting Clause.

Significant Subsidiary, with respect to any Person, means any Restricted
Subsidiary of such Person that satisfies the criteria for a Significant
Subsidiary set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.

Subsidiary, with respect to any Person, means (i) any corporation of which
the outstanding Capital Stock having at least a majority of the votes entitled
to be cast in the election of directors under ordinary circumstances shall at
the time be owned, directly or indirectly, by such Person or (ii) any other
Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

Surviving Entity shall have the meaning set forth in Section 5.01.

TIA means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as
amended, as in effect on the date of this Indenture, except as otherwise
provided in Section 9.03.

Trust Officer means any officer of the Trustee assigned by the Trustee to
administer this Indenture, or in the case of a successor trustee, an officer
assigned to the department, division or group performing the corporate trust
work of such successor and assigned to administer this Indenture.

Trustee means the party named as such in this Indenture until a successor
replaces it in accordance with the provisions of this Indenture and thereafter
means such successor.

UCC means the Uniform Commercial Code, as in effect in New York, as amended.

Unrestricted Subsidiary of any Person means (i) any Subsidiary of such Person
that at the time of determination shall be or continue to be designated an
Unrestricted Subsidiary by the Board of Directors of such Person in the manner
provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The
Board of Directors may designate any Subsidiary (including any

-21-

---



---



##### Table of Contents



newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided that (x) the
Company certifies to the Trustee that such designation complies with Section
4.10 and (y) each Subsidiary to be so designated and each of its Subsidiaries
has not at the time of designation, and does not thereafter, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any of
the assets of the Company or any of its Restricted Subsidiaries. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary only if (x) immediately after giving effect to such designation, the
Company is able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.12 and (y) immediately
before and immediately after giving effect to such designation, no Default or
Event of Default shall have occurred and be continuing. Any such designation
by the Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers Certificate certifying that such designation
complied with the foregoing provisions.

U.S. Government Obligations mean direct obligations of, and obligations
guaranteed by, the United States of America for the payment of which the full
faith and credit of the United States of America is pledged.

U.S. Legal Tender means such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts.

Weighted Average Life to Maturity means, when applied to any Indebtedness at
any date, the number of years obtained by dividing (a) the then outstanding
aggregate principal amount of such Indebtedness into (b) the sum of the total
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

Wholly Owned Restricted Subsidiary of any Person means any Restricted
Subsidiary of such Person of which all the outstanding voting securities (other
than in the case of a foreign Restricted Subsidiary, directors qualifying
shares or an immaterial amount of shares required to be owned by other Persons
pursuant to applicable law) are owned by such Person or any Wholly Owned
Restricted Subsidiary of such Person.

Working Capital means the sum of accounts receivable (net of reserves),
inventories, and other current assets (exclusive of cash), less the sum of
accounts payable and accrued expenses.

-22-

---



---



##### Table of Contents






SECTION 1.02 Incorporation by Reference of TIA.

Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in, and made a part of, this Indenture. The
following TIA terms used in this Indenture have the following meanings:



| | indenture securities means the Notes.
| | ---------------------------------------



| | indenture security holder means a Holder.
| | -------------------------------------------



| | indenture to be qualified means this Indenture.
| | -------------------------------------------------



| | indenture trustee or institutional trustee means the Trustee.
| | -----------------------------------------------------------------



| | obligor on the Indenture securities means the Company or any other obligor on
the Notes.
| | ------------------------------------------------------------------------------------------

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




SECTION 1.03 Rules of Construction.

Unless the context otherwise requires:



| | (1) |  | a term has the meaning assigned to it;                                                                                                                                                                                                                                                                             
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP as of any date of determination;                                                                                                                                                                                   
|
| | (3) |  | or is not exclusive;                                                                                                                                                                                                                                                                                             
|
| | (4) |  | words in the singular include the plural, and words in the
plural include the singular;                                                                                                                                                                                                                            
|
| | (5) |  | 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                                                                                                                                                       
|
| | (6) |  | any reference to a statute, law or regulation means that
statute, law or regulation as amended and in effect from time to time and
includes any successor statute, law or regulation; provided, however, that any
reference to the Bankruptcy Law shall mean the Bankruptcy Law as applicable to
the relevant case.

-23-

---



---



##### Table of Contents






ARTICLE TWO

THE NOTES




SECTION 2.01 Form and Dating.

The Notes and the Trustees certificate of authentication relating thereto
shall be substantially in the form of Exhibit A. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or depository rule
or usage. The Company and the Trustee shall approve the form of the Notes and
any notation, legend or endorsement on them. If required, the Notes may bear
the appropriate legend regarding any original issue discount for federal income
tax purposes. Each Note shall be dated the date of its issuance and shall show
the date of its authentication.

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

Notes shall be issued in the form of permanent certificated Notes in definitive
registered form in substantially the form set forth in Exhibit A (the Physical
Notes). The aggregate principal amount of each Note may from time to time be
decreased as a result of prepayments of principal pursuant to Sections 3.03 and
3.06 by adjustments made on the records of the Trustee.




|             |  |                                                         
|------------ |  | --------------------------------------------------------
|SECTION 2.02 |  | Execution and Authentication;
Aggregate Principal Amount

Two Officers, or an Officer and an Assistant Secretary, shall sign, or one
Officer or an Assistant Secretary (each of whom shall, in each case, have been
duly authorized by all requisite corporate actions) shall attest to, the Notes
for the Company by manual or facsimile signature.

If an Officer or Assistant Secretary whose signature is on a Note was an
Officer or Assistant Secretary at the time of such execution but no longer
holds that office or position at the time the Trustee authenticates the Note,
the Note shall nevertheless be valid.

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

The Trustee shall authenticate Notes for original issue in the aggregate
principal amount not to exceed $120,000,000 upon a written order of the Company
in the form of an Officers Certificate of the Company. Each such written
order shall specify the amount of Notes to be authenticated and the date on
which the Notes are to be authenticated and such other information

-24-

---



---



##### Table of Contents



as the Trustee may reasonably request. The aggregate principal amount of Notes
outstanding at any time may not exceed $120,000,000, except as provided in
Sections 2.07 and 2.08.

In the event that the Company shall issue and the Trustee shall authenticate
any Notes issued under this Indenture subsequent to the Effective Date pursuant
to the first sentence of the immediately preceding paragraph, the Company shall
use its reasonable efforts to obtain the same CUSIP number for such Notes as
is printed on the Notes outstanding at such time; provided, however, that if
any series of Notes issued under this Indenture subsequent to the Effective
Date is determined, pursuant to an Opinion of Counsel of the Company in a form
satisfactory to the Trustee to be a different class of security than the Notes
outstanding at such time for federal income tax purposes, the Company may
obtain a CUSIP number for such Notes that is different than the CUSIP
number printed on the Notes then outstanding.

Notwithstanding the foregoing, all Notes issued under this Indenture shall vote
and consent together on all matters (as to which any of such Notes may vote or
consent) as one class and no series of Notes will have the right to vote or
consent as a separate class on any matter.

The Trustee may appoint an authenticating agent (the Authenticating Agent)
reasonably acceptable to the Company to authenticate Notes. Unless otherwise
provided in the appointment, an Authenticating Agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating
Agent. An Authenticating Agent has the same rights as an Agent to deal with
the Company or with any Affiliate of the Company.

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




SECTION 2.03 Registrar and Paying Agent.

The Company shall maintain an office or agency (which shall be located in the
Borough of Manhattan in the City of New York, State of New York) where (a)
Notes may be presented or surrendered for registration of transfer or for
exchange (Registrar), (b) Notes may be presented or surrendered for payment
(Paying Agent) and (c) notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served. The Company hereby initially
designates the office of State Street Bank and Trust Company N.A., 61 Broadway,
15th Floor, New York, New York 10006, Attn: Corporate Trust Division, as its
office or agency in the Borough of Manhattan, the City of New York. The
Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company, upon prior written notice to the Trustee, may have one
or more co-Registrars and one or more additional paying agents acceptable to
the Trustee. The term Paying Agent includes any additional Paying Agent.
The Company may act as its own Paying Agent, except that for the purposes of

-25-

---



---



##### Table of Contents



payments on the Notes pursuant to Sections 4.14 and 4.15, neither the Company
nor any Affiliate of the Company may act as Paying Agent.

The Company shall enter into an appropriate agency agreement with any Agent not
a party to this Indenture, which agreement shall incorporate the provisions of
the TIA and implement the provisions of this Indenture that relate to such
Agent. The Company shall notify the Trustee, in advance, of the name and
address of any such Agent. If the Company fails to maintain a Registrar or
Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

The Company initially appoints the Trustee as Registrar, Paying Agent and agent
for service of demands and notices in connection with the Notes, until such
time as the Trustee has resigned or a successor has been appointed. Any of the
Registrar, the Paying Agent or any other agent may resign upon 30 days notice
to the Company.




SECTION 2.04 Paying Agent To Hold Assets in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in
writing that, subject to Article Ten, such Paying Agent shall hold in trust for
the benefit of the Holders or the Trustee all assets held by the Paying Agent
for the payment of principal of or interest on, the Notes (whether such assets
have been distributed to it by the Company or any other obligor on the Notes),
and the Company and the Paying Agent shall notify the Trustee of any Default by
the Company (or any other obligor on the Notes) in making any such payment.
The Company at any time may require a Paying Agent to distribute all assets
held by it to the Trustee and account for any assets disbursed and the Trustee
may at any time during the continuance of any payment Default, upon written
request to a Paying Agent, require such Paying Agent to distribute all assets
held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.




SECTION 2.05 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 the Holders.
If the Trustee is not the Registrar, the Company shall furnish or cause the
Registrar to furnish to the Trustee five (5) Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing a
list as of such date and in such form as the Trustee may require of the names
and addresses of the Holders, which list may be conclusively relied upon by the
Trustee.

-26-

---



---



##### Table of Contents






SECTION 2.06 Transfer and Exchange.

When Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal
principal amount of Notes or other authorized denominations, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the
Notes presented or surrendered for registration of transfer or exchange shall
be duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Registrar or co-Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registration of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Notes. No service charge shall be made for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax, fee or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchanges or transfers pursuant to
Sections 2.10, 3.04, 4.14, 4.15 or 9.05, in which event the Company shall be
responsible for the payment of such taxes).

The Registrar or co-Registrar shall not be required to register the transfer of
or exchange of any Note (i) during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Notes and
ending at the close of business on the day of such mailing,(ii) selected for
redemption in whole or in part pursuant to Article Three, except the unredeemed
portion of any Note being redeemed in part or (iii) between a Record Date and
the next succeeding Interest Payment Date.




SECTION 2.07 Replacement Notes.

If a mutilated Note is surrendered to the Trustee or if the Holder of a Note
claims that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the
Trustees requirements are met. If required by the Trustee or the Company,
such Holder must provide satisfactory evidence of such loss, destruction or
taking, and an indemnity bond or other indemnity of reasonable tenor,
sufficient in the reasonable judgment of the Company and the Trustee, to
protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Note is replaced. Every replacement Note shall constitute an
obligation of the Company. The Company and the Trustee each may charge such
Holder for its expenses in replacing such Note.




SECTION 2.08 Outstanding Notes.

Notes outstanding at any time are all the Notes that have been authenticated by
the Trustee except those canceled by it, those delivered to it for cancellation
and those described in this Section as not outstanding. Subject to the
provisions of Section 2.09, a Note does not cease to be outstanding because the
Company or any of its Affiliates holds the Note.

-27-

---



---



##### Table of Contents



If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note
surrendered for replacement), it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser. A mutilated Note ceases to be outstanding upon surrender of such
Note and replacement thereof pursuant to Section 2.07.

If on a Redemption Date or the Maturity Date the Paying Agent holds U.S. Legal
Tender or U.S. Government Obligations sufficient to pay all of the principal
and interest due on the Notes payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Notes shall be deemed not to be
outstanding and interest on them shall cease to accrue.




SECTION 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes
have concurred in any direction, waiver, consent or notice, Notes owned by the
Company or an Affiliate of the Company shall be considered as though they are
not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes which a Trust Officer of the Trustee actually knows are so owned
shall be so considered. The Company shall notify the Trustee, in writing, when
it or, to its knowledge, any of its Affiliates repurchases or otherwise
acquires Notes, of the aggregate principal amount of such Notes so repurchased
or otherwise acquired and such other information as the Trustee may request and
the Trustee shall be entitled to rely thereon.




SECTION 2.10 Temporary Notes.

Until definitive Notes are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Notes upon receipt of a written order of
the Company in the form of an Officers Certificate. The Officers Certificate
shall specify the amount of temporary Notes to be authenticated and the date on
which the temporary Notes are to be authenticated. Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and so indicate in the
Officers Certificate. Without unreasonable delay, the Company shall prepare
and execute and the Trustee shall authenticate, upon receipt of a written order
of the Company pursuant to Section 2.02, definitive Notes in exchange for
temporary Notes.




SECTION 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for transfer, exchange or payment. The Trustee, or at the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and, at the written direction of the Company, shall dispose, in
its customary manner, of all Notes surrendered for transfer, exchange, payment
or cancellation. Subject to Section 2.07, the Company may not issue new Notes
to replace Notes that it has paid or delivered to the Trustee for

-28-

---



---



##### Table of Contents



cancellation. If the Company shall acquire any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the Indebtedness
represented by such Notes unless and until the same are surrendered to the
Trustee for cancellation pursuant to this Section 2.11.




SECTION 2.12 Defaulted Interest.

The Company shall pay interest on overdue principal and on overdue installments
of interest (without regard to any applicable grace periods), to the extent
lawful, from time to time on demand at the rate then borne by the Notes plus
2%. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months, and, in the case of a partial month, the actual number of
days elapsed.

If the Company defaults in a payment of interest on the Notes, it shall pay the
defaulted amounts, plus (to the extent lawful) any interest payable on the
defaulted amounts (collectively, Default Interest), to the Persons who are
Holders on a subsequent special record date, which special record date shall be
the fifteenth day next preceding the date fixed by the Company for the payment
of Default Interest or the next succeeding Business Day if such date is not a
Business Day. The Company shall notify the Trustee in writing of the amount of
Default Interest proposed to be paid on each Note and the date of the proposed
payment (a Default Interest Payment Date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Default Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Default Interest as provided in
this Section; provided, however, that in no event shall the Company deposit
monies proposed to be paid in respect of Default Interest later than 11:00 a.m.
New York City time of the proposed Default Interest Payment Date. At least 15
days before the subsequent special record date, the Company shall mail (or
cause to be mailed) to each Holder, as of a recent date selected by the
Company, with a copy to the Trustee, a notice that states the subsequent
special record date, the payment date and the amount of Default Interest to be
paid. Notwithstanding the foregoing, any Default Interest which is paid prior
to the expiration of the 30-day period set forth in Section 6.01(a) shall be
paid to Holders as of the regular record date for the Interest Payment Date for
which interest has not been paid. Notwithstanding the foregoing, the Company
may make payment of any Default Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange.




SECTION 2.13 CUSIP Numbers.

The Company in issuing the Notes may use one or more CUSIP numbers, and, if
so, the Trustee shall use the CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided, however, that no representation
is

-29-

---



---



##### Table of Contents



hereby deemed to be made by the Trustee 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. The
Company shall promptly notify the Trustee of any change in the CUSIP numbers.




SECTION 2.14 Deposit of Monies.

Prior to 11:00 a.m. New York City time on each Interest Payment Date, Maturity
Date, Redemption Date and Change of Control Payment Date, the Company shall
have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments, if any, due on such Interest Payment Date,
Maturity Date, Redemption Date and Change of Control Payment Date, as the case
may be, in a timely manner which permits the Paying Agent to remit payment to
the Holders on such Interest Payment Date, Maturity Date, Redemption Date and
Change of Control Payment Date, as the case may be.




ARTICLE THREE

REDEMPTION




SECTION 3.01 Notices to Trustee.

If the Company elects to redeem Notes pursuant to Paragraph 5 of the Notes and
Section 3.03, it shall notify the Trustee and the Paying Agent in writing of
the Redemption Date and the principal amount of the Notes to be redeemed.

The Company shall give each notice provided for in this Section 3.01 at least
45 but not more than 90 days before the Redemption Date (unless a shorter
notice period shall be satisfactory to the Trustee, as evidenced in a writing
signed on behalf of the Trustee), together with an Officers Certificate
stating that such redemption shall comply with the conditions contained herein
and in the Notes, the Redemption Date, the redemption price and the principal
amount of the Notes to be redeemed.

If the Company is required to make an offer to redeem Notes pursuant to the
provisions of Section 4.14 or 4.15 hereof, it shall furnish to the Trustee at
least 45 days but not more than 90 days before a Redemption Date (or such
shorter period as may be agreed to by the Trustee in writing), an Officers
Certificate setting forth (i) the Section of this Indenture pursuant to which
the redemption shall occur, (ii) the Redemption Date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price and (v) a statement
to the effect that (a) the Company or one of its Subsidiaries has effected an
Asset Sale and the conditions set forth in Section 4.15 have been satisfied or
(b) a Change of Control has occurred and the conditions set forth in Section
4.14 have been satisfied, as applicable.




SECTION 3.02 Selection of Notes To Be Redeemed.

In the event that less than all of the Notes are to be redeemed at any time,
selection of such Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which such Notes are listed or, if such Notes are not then listed on
a national securities exchange, on a pro rata basis; provided, however,

-30-

---



---



##### Table of Contents



that no Notes of a principal amount of $1,000 or less shall be redeemed in
part; provided, further, that if a partial redemption is made with the proceeds
of an Equity Offering, selection of the Notes or portions thereof for
redemption shall be made by the Trustee only on a pro rata basis or on as
nearly a pro rata basis as is practicable (subject to DTC procedures), unless
such method is otherwise prohibited. Notice of redemption shall be mailed by
first-class mail at least 30 but not more than 60 days before the redemption
date to each Holder of Notes to be redeemed at its registered address. If any
Note is to be redeemed in part only, the notice of redemption that relates to
such Note shall state the portion of the principal amount thereof to be
redeemed. A new Note in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the redemption date, interest will cease to
accrue on Notes or portions thereof called for redemption as long as the
Company has deposited with the Paying Agent funds in satisfaction of the
applicable redemption price pursuant to this Indenture.




SECTION 3.03 Optional Redemption.

The Notes will be redeemable after the Effective Date, at the Companys option,
in whole at any time or in part from time to time, upon not less than 30 nor
more than 60 days notice, at a redemption price equal to 100% of the principal
amount thereof, plus, in each case, accrued and unpaid interest thereon, if
any, to the date of redemption. If the Company shall consummate an Equity
Offering, the proceeds of such offering shall be used to (i) pay (subject to
waiver by the Lender) amounts owing under the New Credit Facility and (ii) make
principal payments (subject to waiver by the Holders of a majority in aggregate
principal amount of the Notes) on the Notes. In order to effect the foregoing
redemption with the proceeds of any Equity Offering, the Company shall make
such redemption not more than 120 days after the consummation of any such
Equity Offering.




SECTION 3.04 Notice of Redemption.

At least 30 days but not more than 60 days before any Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption by first class
mail to each Holder of Notes to be redeemed at its registered address, with a
copy to the Trustee and any Paying Agent. At the Companys request, the
Trustee shall give the notice of redemption in the Companys name and at the
Companys expense. The Company shall provide such notices of redemption to the
Trustee at least ten days before the intended mailing date. In any case,
failure to give such notice or any defect in the notice to the holder of any
Note shall not affect the validity of the proceeding for the redemption of any
other Note.

Each notice of redemption shall identify (including the CUSIP number) the Notes
to be redeemed and shall state:



| | (1) |  | the Redemption Date;
| | --- |  | --------------------

-31-

---



---



##### Table of Contents





| | (2) |  | the redemption price and the amount of accrued interest, if any, to be
paid;                                                                                                                                                                                                                                                                                                                                            
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (3) |  | the name and address of the Paying Agent;                                                                                                                                                                                                                                                                                                                                                                               
|
| | (4) |  | the subparagraph of the Notes pursuant to which such redemption is
being made;                                                                                                                                                                                                                                                                                                                                          
|
| | (5) |  | that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price plus accrued interest, if any;                                                                                                                                                                                                                                                                                 
|
| | (6) |  | that, unless the Company defaults in making the redemption payment,
interest on Notes or applicable portions thereof called for redemption
ceases 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 plus accrued interest as of the Redemption Date,
if any, upon surrender to the Paying Agent of the Notes redeemed;
|
| | (7) |  | 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, and upon surrender of such Note, a new Note or Notes in the
aggregate principal amount equal to the unredeemed portion thereof
will be issued; and                                                                                                                          
|
| | (8) |  | if fewer than all the Notes are to be redeemed, the identification of
the particular Notes (or portion thereof) to be redeemed, as well as
the aggregate principal amount of Notes to be redeemed and the
aggregate principal amount of Notes to be outstanding after such
partial redemption.                                                                                                                          

No representation is made as to the accuracy of the CUSIP numbers listed in
such notice or printed on the Notes.

The Company will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the purchase of Notes.




SECTION 3.05 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.04, such
notice of redemption shall be irrevocable and Notes called for redemption
become due and payable on the Redemption Date and at the redemption price plus
accrued interest as of such date, if any. Upon surrender to the Trustee or
Paying Agent, such Notes called for redemption shall be paid at the redemption
price plus accrued interest thereon to the Redemption Date, but installments of
interest, the maturity of which is on or prior to the Redemption Date, shall be
payable to Holders of record at the close of business on the relevant record
dates referred to in the Notes. Interest shall accrue on or after the
Redemption Date and shall be payable only if the Company defaults in payment of
the redemption price.

-32-

---



---



##### Table of Contents






SECTION 3.06 Mandatory Redemption.

The Notes shall be redeemed, in whole or in part, on each February 28 and
August 31 (each such date, a Mandatory Redemption Payment Date), by payment
of 100% of Excess Cash Flow in accordance with the provisions of Section 3.07.
Excess Cash Flow shall mean Consolidated EBITDA for the fiscal six month
period expiring on the last day of each December and June, respectively, prior
to each Mandatory Redemption Payment Date (such last day, the Balance Sheet
Date, provided, however, that the initial Balance Sheet Date shall be
designated as December 31, 2001 and the initial Mandatory Redemption Payment
Date shall be February 28, 2002), plus (to the extent made, incurred or accrued
during such six month period) decreases in Working Capital, but less (to the
extent made, incurred or accrued during such six month period), without
duplication, (i) the items described in clause (ii) of the definition of
Consolidated EBITDA (exclusive of depreciation and amortization), (ii)
expenditures on capital assets, (iii) increases in Working Capital, (iv)
payments or prepayments of principal and fees or other amounts under the New
Credit Facility, (v) any optional redemption amount paid by the Company
pursuant to Section 3.03 since the most recent Mandatory Redemption Payment
Date, (vi) payments of Restructuring Expenses, and (vii) any payments made
pursuant to Section 4.14; provided, however, that any payment of Excess Cash
Flow shall be reduced to the extent necessary so that, after giving effect to
such payment,the amount of cash possessed by the Company as of each respective
Balance Sheet Date is at least $3,000,000. Cash possessed by the Company is
determined on a consolidated basis in accordance with GAAP. The Company shall
provide at least five Business Days notice to the Trustee prior to each
Mandatory Redemption Payment Date setting forth the amount, if any, of Excess
Cash Flow to be distributed. The Trustee may rely on such notice with respect
to the amount of such Excess Cash Flow without further inquiry. If the Trustee
does not receive such a notice setting forth an amount of Excess Cash Flow to
be distributed prior to any Mandatory Redemption Payment Date, it may assume,
without further inquiry, that no mandatory redemption pursuant to this Section
3.06 shall be made for such Mandatory Redemption Payment Date. If, after any
Mandatory Redemption Payment Date, it is determined, by audit or otherwise, to
record adjustments to the Companys financial statements as of the related
Balance Sheet Date (such adjustments, the Financial Adjustments), no
adjustment shall be made to the related calculation of Excess Cash Flow, but
the calculation of Excess Cash Flow next succeeding the recording of such
Financial Adjustments shall be adjusted to give effect to such Financial
Adjustments, with the effect that the dollar amount resulting from the
calculation of Excess Cash Flow related to such Mandatory Redemption Payment
Date plus the dollar amount of such succeeding calculation of Excess Cash Flow
shall be equal to the aggregate dollar amount which would have been calculated
if the applicable Financial Adjustments had been made as of the initial
relevant Balance Sheet Date and not as of such succeeding Balance Sheet Date.




SECTION 3.07 Deposit of Redemption Price.

On or before 11:00 a.m. New York City time on the Redemption Date and in
accordance with Section 2.14, the Company shall deposit with the Paying Agent
U.S. Legal Tender sufficient to pay the redemption price plus accrued interest,
if any, of

-33-

---



---



##### Table of Contents



all Notes to be redeemed on that date. The Paying Agent shall promptly return
to the Company any U.S. Legal Tender so deposited which is not required for
that purpose, except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven.

Unless the Company fails to comply with the preceding paragraph and defaults in
the payment of such redemption price plus accrued interest, if any, interest on
the Notes to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Notes are presented for payment.




SECTION 3.08 Notes Redeemed in Part.

Upon surrender of a Note that is to be redeemed in part, the Trustee shall
authenticate for the Holder a new Note or Notes equal in principal amount to
the unredeemed portion of the Note surrendered.




ARTICLE FOUR

COVENANTS




SECTION 4.01 Payment of Notes.



| | (a) |  | The Company shall pay the principal of, Default Interest, if any, and
interest on the Notes on the dates and in the manner provided in the
Notes and in this Indenture.                                                                                                                                                                                                                                                                             
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | An installment of principal of or interest on the Notes shall be
considered paid on the date it is due if the Trustee or Paying Agent
(other than the Company or any of its Affiliates) holds, prior to
11:00 a.m. New York City time on that date, U.S. Legal Tender
designated for and sufficient to pay the installment in full and is
not prohibited from paying such money to the Holders pursuant to the
terms of this Indenture or the Notes.
|
| | (c) |  | Notwithstanding anything to the contrary contained in this Indenture,
the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States
of America from principal or interest payments hereunder.                                                                                                                                                                        




SECTION 4.02 Maintenance of Office or Agency.

The Company shall maintain the office or agency required under Section 2.03.
The Company shall give prior written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 11.02.

-34-

---



---



##### Table of Contents






SECTION 4.03 Corporate Existence.

Except as provided in Article Five, the Company shall do or shall cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
of its Restricted Subsidiaries in accordance with the respective organizational
documents of the Company and each such Restricted Subsidiary and the rights
(charter and statutory) and material franchises of the Company and its
Restricted Subsidiaries.




SECTION 4.04 Payment of Taxes and Other Claims.

The Company shall pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon the Company or any of the
Subsidiaries or properties of the Company or any of the Subsidiaries and (ii)
all material lawful claims for labor, materials and supplies that, if unpaid,
might by law become a Lien upon the property of the Company or any of the
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate negotiations or proceedings properly instituted and
diligently conducted for which adequate reserves, to the extent required under
GAAP, have been taken.




SECTION 4.05 Maintenance of Properties and Insurance.



| | (a) |  | The Company and each of its Subsidiaries shall cause all material
properties owned by or leased to it and used or useful in the conduct
of its business to be maintained and kept in normal condition, repair
and working order and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals,
replacements,betterments and improvements thereof, all as in the
judgment of the Company or such Subsidiary may be necessary so that
the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing
in this Section shall prevent the Company or any of its Subsidiaries
from discontinuing the use, operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the Board of Directors of the Company
or of the Board of Directors of the Subsidiary concerned, or of an
officer (or other agent employed by the Company or any of its
Subsidiaries) of the Company or such Subsidiary having managerial
responsibility for any such property, desirable in the conduct of the
business of the Company or any of its Subsidiaries.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Company and the Subsidiaries shall cause to be provided insurance
(including appropriate self-insurance) against loss or damage of the
kinds that, in the good faith judgment of the respective Boards of
Directors or other governing body or officer or other agent of the
Company or such Subsidiaries, as the case may be, are adequate and
appropriate for the conduct of the business of the Company or such
Subsidiaries, as the case                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

-35-

---



---



##### Table of Contents



| |  |  | may be, with reputable insurers or with the government of the United States of
America or an agency or instrumentality thereof, in such amounts, with such
deductibles, and by such methods as shall be customary, in the good faith
judgment of the respective Boards of Directors or other governing body or
officer or other agent of the Company or such Subsidiary, as the case may be,
for companies similarly situated in the industry.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|




SECTION 4.06 Compliance Certificate; Notice of Default.



| | (a) |  | The Company shall deliver to the Trustee, within 90 days after the end
of each of the Companys fiscal years, an Officers Certificate
(signed by the principal executive officer, principal financial
officer and/or principal accounting officer) stating that a review of
its activities and the activities of its Restricted Subsidiaries
during the preceding fiscal year has been made under the supervision
of the signing officers with a view to determining whether it has
kept, observed, performed and fulfilled its obligations under this
Indenture and further stating, as to each such officer signing such
certificate, that to the best of such officers knowledge the Company
during such preceding fiscal year has kept, observed, performed and
fulfilled each and every such obligation and no Default or Event of
Default occurred during such year and at the date of such certificate
there is no Default or Event of Default that has occurred and is
continuing or, if such signers do know of such Default or Event of
Default, the certificate shall describe the Default or Event of
Default and its status with particularity. 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 annual financial statements delivered pursuant to Section 4.08
shall be accompanied by a written report of the Companys independent
certified public accountants (who shall be a firm of established
national reputation) stating (A) that their audit examination has
included a review of the terms of this Indenture and the form of the
Notes as they relate to accounting matters, and (B) whether, in
connection with their audit examination, any Default or Event of
Default has come to their attention and if such a Default or Event of
Default has come to their attention, specifying the nature and period
of existence thereof; provided, however, that, without any restriction
as to the scope of the audit examination, such independent certified
public accountants shall not be liable by reason of any failure to
obtain knowledge of any such Default or Event of Default that would
not be disclosed in the course of an audit examination conducted in
accordance with generally accepted auditing standards.                                                                                                                                                                                                                                                                
|
| | (c) |  | So long as any of the Notes are outstanding (i) if any Default or
Event of Default has occurred and is continuing or (ii) if any Holder
seeks to exercise any remedy hereunder with respect to a claimed
Default under this Indenture or the Notes, the Company shall promptly
deliver to the Trustee by registered or certified mail or by telegram,
telex or facsimile transmission followed by hard copy by registered or
certified mail an Officers Certificate specifying such event, notice
or other action promptly of its becoming aware of such occurrence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

-36-

---



---



##### Table of Contents






SECTION 4.07 Compliance with Laws.

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




SECTION 4.08 Reports to Holders.

The Company shall deliver to the Trustee within 15 days after the filing of the
same with the Commission, copies of the quarterly and annual reports and of the
information, documents and other reports, if any, which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act. Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file
with the Commission, to the extent permitted, and provide the Trustee and
Holders with such annual reports and such information, documents and other
reports specified in Sections 13 and 15(d) of the Exchange Act. The Company
shall also comply with the other provisions of TIA § 314(a).




SECTION 4.09 Waiver of Stay, Extension or 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 or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this Indenture; and (to the extent that it
may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not 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 no such law had
been enacted.




SECTION 4.10 Limitation on Restricted Payments.

The Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or
make any distribution (other than dividends or distributions payable in
Qualified Capital Stock of the Company) on or in respect of shares of the
Companys Capital Stock to holders of such Capital Stock, (b) purchase, redeem
or otherwise acquire or retire for value any Capital Stock of the Company or
any warrants, rights or options to purchase or acquire shares of any class of
such Capital Stock, (c) make any principal payment on, purchase, defease,
redeem, prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund
payment, any Indebtedness of the Company that is subordinate or junior in right
of payment to the Notes or (d)

-37-

---



---



##### Table of Contents



make any Investment (other than Permitted Investments) (each of the foregoing
actions set forth in clauses (a), (b) (c) and (d) being referred to as a
Restricted Payment), if at the time of such Restricted Payment or immediately
after giving effect thereto, (i) a Default or an Event of Default shall have
occurred and be continuing or (ii) the Company is not able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.12 or (iii) the aggregate amount of Restricted
Payments (including such proposed Restricted Payment) made subsequent to the
Effective Date (the amount expended for such purposes, if other than in cash,
being the fair market value of such property as determined reasonably and in
good faith by the Board of Directors of the Company) shall exceed the sum of:
(w) 50% of the cumulative Consolidated Net Income (or if cumulative
Consolidated Net Income shall be a loss, minus 100% of such loss) of the
Company earned subsequent to the Effective Date and on or prior to the date the
Restricted Payment occurs (the Reference Date) (treating such period as a
single accounting period); plus (x) 100% of the aggregate net cash proceeds
received by the Company from any Person (other than a Subsidiary of the
Company) from the issuance and sale subsequent to the Effective Date and on or
prior to the Reference Date of Qualified Capital Stock of the Company; plus (y)
without duplication of any amounts included in clause (iii)(x) above, 100% of
the aggregate net cash proceeds of any equity contribution received by the
Company from a holder of the Companys Capital Stock (excluding, in the case of
clauses (iii)(x) and (y), any net cash proceeds from an Equity Offering to the
extent used to redeem the Notes); plus (z) without duplication, the sum of (1)
the aggregate amount returned in cash on or with respect to Investments (other
than Permitted Investments) made subsequent to the Effective Date whether
through interest payments, principal payments, dividends or other distributions
or payments, (2) the net cash proceeds received by the Company or any of its
Restricted Subsidiaries from the disposition of all or any portion of such
Investments (other than to a Subsidiary of the Company) and (3) upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the
fair market value of such Subsidiary; provided, however, that the sum of
clauses (1), (2) and (3) above shall not exceed the aggregate amount of all
such Investments made subsequent to the Effective Date.

Notwithstanding the foregoing, the provisions set forth in the immediately
preceding paragraph do not prohibit: (1) the payment of any dividend within 60
days after the date of declaration of such dividend if the dividend would have
been permitted on the date of declaration; (2) if no Default or Event of
Default shall have occurred and be continuing, the acquisition of any shares of
Capital Stock of the Company, either (i) solely in exchange for shares of
Qualified Capital Stock of the Company or (ii) through the application of net
proceeds of a substantially concurrent sale for cash (other than to a
Subsidiary of the Company) of shares of Qualified Capital Stock of the Company;
(3) if no Default or Event of Default shall have occurred and be continuing,
the acquisition of any Indebtedness of the Company that is subordinate or
junior in right of payment to the Notes either (i) solely in exchange for
shares of Qualified Capital Stock of the Company, or (ii) through the
application of net proceeds of a substantially concurrent sale for cash (other
than to a Subsidiary of the Company) of (A)

-38-

---



---



##### Table of Contents



shares of Qualified Capital Stock of the Company or (B) Refinancing
Indebtedness; and (4) so long as no Default or Event of Default shall have
occurred and be continuing, repurchases by the Company of Common Stock of the
Company from employees of the Company or any of its Subsidiaries or their
authorized representatives or successors upon the death, disability or
termination of employment of such employees, in an aggregate amount not to
exceed $500,000 in any calendar year. In determining the aggregate amount of
Restricted Payments made subsequent to the Effective Date in accordance with
clause (iii) of the immediately preceding paragraph, amounts expended pursuant
to clauses (1), (2)(ii), 3(ii)(A), (4) and (5) shall be included in such
calculation.

Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers Certificate stating that such Restricted
Payment complies with this Indenture and setting forth in reasonable detail the
basis upon which the required calculations were computed, which calculations
may be based upon the Companys latest available internal quarterly financial
statements.




SECTION 4.11 Limitations on Transactions with Affiliates.



| | (a) |  | The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist
any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or
the rendering of any service) with, or for the benefit of, any of its
Affiliates (each an Affiliate Transaction), other than (x) Affiliate
Transactions permitted under paragraph (b) below and (y) Affiliate
Transactions on terms that are no less favorable than those that might
reasonably have been obtained in a comparable transaction at such time
on an arms-length basis from a Person that is not an Affiliate of the
Company or such Restricted Subsidiary. All Affiliate Transactions (and
each series of related Affiliate Transactions which are similar or
part of a common plan) involving aggregate payments or other property
with a fair market value in excess of $250,000 shall be approved by a
majority of non-interested directors of the Board of Directors or a
majority of non-interested directors of a committee of the Board of
Directors of the Company or such Restricted Subsidiary, as the case
may be, such approval to be evidenced by a Board Resolution stating
that such majority of non-interested directors of the Board of
Directors or such majority of non-interested directors of the
committee of the Board of Directors, as the case may be, have
determined that such transaction complies with the foregoing
provisions. If the Company or any Restricted Subsidiary of the Company
enters into an Affiliate Transaction (or a series of related Affiliate
Transactions related to a common plan) that involves an aggregate fair
market value of more than $5,000,000, the Company or such Restricted
Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to the Company or the
relevant Restricted Subsidiary, as the case may be, from a financial
point of view, from an independent nationally recognized investment
banking firm and file the same with the Trustee.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The restrictions set forth in clause (a) shall not apply to (i)
reasonable fees and compensation paid to and indemnity provided on
behalf of, officers, directors, employees or consultants of the
Company or any Restricted Subsidiary of the Company as determined in
good faith by the Companys Board of Directors or a committee thereof
or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

-39-

---



---



##### Table of Contents





| |  |  | senior management; (ii) transactions exclusively between or among the Company
and any of its Wholly Owned Restricted Subsidiaries or exclusively between or
among such Wholly Owned Restricted Subsidiaries, provided such transactions are
not otherwise prohibited by this Indenture; (iii) any agreement as in effect as
of the Effective Date or any amendment thereto or any transaction contemplated
thereby (including pursuant to any amendment thereto) in any replacement
agreement thereto so long as any such amendment or replacement agreement is not
more disadvantageous to the Holders in any material respect than the original
agreement as in effect on the Effective Date; (iv) Restricted Payments
permitted by this Indenture; (v) any payment, issuance of securities or other
payments, awards or grants, in cash or otherwise, pursuant to, or the funding
of, employment arrangements and stock option and stock ownership plans approved
by the Board of Directors, or the appropriate committee of the Board of
Directors, of the Company; and (vi) loans or advances to officers, directors or
employees of the Company or its Restricted Subsidiaries not in excess of
$500,000 at any one time outstanding.

| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




SECTION 4.12 Limitation on Incurrence of Additional Indebtedness

The Company shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, assume, guarantee, acquire, become
liable, contingently or otherwise, with respect to, or otherwise become
responsible for payment of (collectively, incur) any Indebtedness (other than
Permitted Indebtedness); provided, however, that if no Default or Event of
Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company may incur
Indebtedness (including, without limitation, Acquired Indebtedness) if on the
date of the incurrence of such Indebtedness, after giving effect to the
incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company
is greater than 2.5 to 1.0 if such incurrence is on or prior to March 30, 2003
and 3.0 to 1.0 if such incurrence is thereafter and; provided further, that the
no incurrence of Permitted Indebtedness shall be subject to the Consolidated
Fixed Charge Coverage Ratio.

For purposes of determining any particular amount of Indebtedness under this
Section 4.12, guarantees, Liens or obligations with respect to letters of
credit supporting Indebtedness otherwise included in the determination of such
particular amount shall not be included.

Indebtedness of any Person which is outstanding at the time such Person becomes
a Restricted Subsidiary or is merged with or into or consolidated with the
Company or a Restricted Subsidiary shall be deemed to have been incurred at the
time such Person becomes a Restricted Subsidiary or is merged with or into or
consolidated with the Company or a Restricted Subsidiary, and Indebtedness
which is assumed at the time of the acquisition of any asset shall be deemed to
have been incurred at the time of such acquisition.

The Company shall not incur any Indebtedness which by its terms (or by the
terms of any agreement governing such Indebtedness) is subordinated in right of
payment to any other Indebtedness of the Company unless such Indebtedness is
also

-40-

---



---



##### Table of Contents



by its terms (or by the terms of any agreement governing such Indebtedness)
made expressly subordinate in right of payment to the Notes pursuant to
subordination provisions that are substantively identical to the subordination
provisions of such Indebtedness (or such agreement) that are most favorable to
the holders of any other Indebtedness of the Company.




SECTION 4.13 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.

The Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to (a) pay dividends or make any other
distributions on or in respect of its Capital Stock; (b) make loans or advances
or to pay any Indebtedness or other obligation owed to the Company or any other
Restricted Subsidiary of the Company; or (c) transfer any of its property or
assets to the Company or any other Restricted Subsidiary of the Company; except
for such encumbrances or restrictions existing under or by reason of: (1)
applicable law; (2) this Indenture; (3) any instrument governing Acquired
Indebtedness, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person or the
properties or assets of the Person so acquired; (4) agreements existing on the
Effective Date to the extent and in the manner such agreements are in effect on
the Effective Date; (5) any security or pledge agreements, leases or options
(or similar agreements) containing customary restrictions on transfers of the
assets encumbered thereby or leased or subject to option or on the transfer or
subletting of the leasehold interest represented thereby to the extent such
agreements, leases or options are not otherwise prohibited under this
Indenture; (6) restrictions on cash or other deposits or net worth and
prohibitions on assignment imposed by leases that are permitted under this
Indenture; (7) customary provisions in joint venture agreements and other
similar agreements; (8) the New Credit Facility and any instruments issued
pursuant thereto; (9) any agreement or instrument governing Capital Stock of
any Person that is acquired after the Effective Date; (10) Liens permitted to
be incurred pursuant to Section 4.17; (11) any restrictions on a Managed Care
Entity pursuant to the applicable rules or regulations of, or undertakings made
to, any regulatory entity having jurisdiction and authority over such Managed
Care Entity; or (12) an agreement governing Indebtedness incurred to Refinance
the Indebtedness issued, assumed or incurred pursuant to an agreement referred
to in clauses (2) through (11) above; provided, however,that the provisions
relating to such encumbrance or restriction contained in any such Indebtedness
are no less favorable to the Company in any material respect as determined by
the Board of Directors of the Company in their reasonable and good faith
judgment than the provisions relating to such encumbrance or restriction
contained in agreements referred to in such clauses (2) through (11).




SECTION 4.14 Change of Control.



| | (a) |  | Upon the occurrence of a Change of Control, each Holder shall have the
right to require that the Company purchase all or a portion of such
Holders Notes pursuant to the offer
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-41-

---



---



##### Table of Contents





| |     |  | described below (the Change of Control Offer), at a purchase price
equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, thereon to the date of purchase.                                                                                                                                                                                                                                                                                        
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Within 30 days following the date upon which the Change of Control occurred, the Company shall
send, by first class mail, a notice to each Holder at such Holders last registered address, with a
copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The
notice to the Holders shall contain all instructions and materials necessary to enable such Holders
to tender Notes pursuant to the Change of Control Offer. Such notice shall state:

|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)    |  | that the Change of Control Offer is being made pursuant to
this Section 4.14 and that all Notes tendered and not
withdrawn shall be accepted for payment;                                                                                                                                                                                                                                                                           
|(ii)   |  | the purchase price (including the amount of accrued
interest) and the purchase date (which shall be no earlier
than 30 days nor later than 45 days from the date such
notice is mailed, other than as may be required by law) (the
Change of Control Payment Date);                                                                                                                                                               
|(iii)  |  | that any Note not tendered shall continue to accrue interest;                                                                                                                                                                                                                                                                                                                                                                       
|(iv)   |  | that, unless the Company defaults in making payment
therefor, any Note accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest after
the Change of Control Payment Date;                                                                                                                                                                                                                        
|(v)    |  | that Holders electing to have a Note purchased pursuant to a
Change of Control Offer shall be required to surrender the
Note, with the form entitled Option of Holder to Elect
Purchase on the reverse of the Note completed, to the
Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day prior to the
Change of Control Payment Date;                                    
|(vi)   |  | that Holders shall be entitled to withdraw their election if
the Paying Agent receives, not later than the second
Business Day prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the
Notes the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such
Notes purchased;
|(vii)  |  | that Holders whose Notes are purchased only in part shall be
issued new Notes in a principal amount equal to the
unpurchased portion of the Notes surrendered; provided,
however, that each Note purchased and each new Note issued
shall be in an original principal amount of $1,000 or
integral multiples thereof; and                                                                                                           
|(viii) |  | the circumstances and relevant facts regarding such Change
of Control.                                                                                                                                                                                                                                                                                                                                                              

On the Change of Control Payment Date, the Company shall, to the extent
permitted by law, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount

-42-

---



---



##### Table of Contents



equal to the aggregate Change of Control Payment in respect of all Notes or
portions thereof so tendered and (iii) deliver, or cause to be delivered, to
the Trustee for cancellation the Notes so accepted together with an Officers
Certificate stating that such Notes or portions thereof have been tendered to
and purchased by the Company. The Paying Agent shall promptly mail to each
Holder of Notes the Change of Control Payment for such Notes, and the Trustee
shall promptly authenticate and deliver to each Holder new Physical Notes
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any, provided that each new Physical Note shall be in a principal amount of
$1,000 or an integral multiple thereof. The Company shall notify the Trustee
and the Holders of the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

Neither the Board of Directors of the Company nor the Trustee may waive the
provisions of this Section 4.14 relating to the Companys obligation to make a
Change of Control Offer or a Holders right to redemption upon a Change of
Control.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of
any securities laws or regulations conflict with the provisions of this Section
4.14, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached their obligations under
the provisions of this Section 4.14 by virtue thereof.




SECTION 4.15 Limitation on Asset Sales.

The Company shall not, and shall not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless (i) the Company or the applicable
Restricted Subsidiary, as the case may be, receives consideration at the time
of such Asset Sale at least equal to the fair market value of the assets sold
or otherwise disposed of (as determined in good faith by the Companys Board of
Directors), (ii) at least 75% of the consideration received by the Company or
the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in
the form of Qualified Proceeds and shall be received at the time of such
disposition; and (iii) upon the consummation of an Asset Sale, the Company
shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
Proceeds relating to such Asset Sale within 360 days of receipt thereof (A)
first to prepay (subject to waiver by the Lender) Indebtedness under the New
Credit Facility and (B) then to make (subject to waiver by the Holders of a
majority in aggregate principal amount of the Notes) redemptions of principal
on the Notes by means of a redemption notice as described in Section 3.04.

In the event of the transfer of substantially all (but not all) of the property
and assets of the Company and its Restricted Subsidiaries as an entirety to a
Person in a transaction permitted pursuant to Section 5.01, the surviving
entity shall be deemed to have sold the properties and assets of the Company
and its Restricted Subsidiaries not so transferred for purposes of this

-43-

---



---



##### Table of Contents



Section 4.15, and shall comply with the provisions of this Section 4.15 with
respect to such deemed sale as if it were an Asset Sale. In addition, the fair
market value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be for cash in an Asset Sale for purposes
of this Section 4.15.




SECTION 4.16 Limitation on
Preferred Stock of Restricted Subsidiaries

The Company shall not permit any of its Restricted Subsidiaries to issue any
Preferred Stock (other than to the Company or to a Wholly Owned Restricted
Subsidiary of the Company) or permit any Person (other than the Company or a
Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock
of any Restricted Subsidiary of the Company.




SECTION 4.17 Limitation on Liens.

The Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or permit or
suffer to exist any Liens of any kind against or upon any property or assets of
the Company or any of its Restricted Subsidiaries whether owned on the
Effective Date or acquired after the Effective Date, or any proceeds therefrom,
or assign or otherwise convey any right to receive income or profits therefrom
unless (i) in the case of Liens securing Indebtedness that is expressly
subordinate or junior in right of payment to the Notes, the Notes are secured
by a Lien on such property, assets or proceeds that is senior in priority to
such Liens and (ii) in all other cases, the Notes are equally and ratably
secured, except for (A) Liens existing as of the Effective Date to the extent
and in the manner such Liens are in effect on the Effective Date; (B) Liens
securing Indebtedness and other obligations under the New Credit Facility; (C)
Liens securing the Notes; (D) Liens in favor of the Company or a Wholly Owned
Restricted Subsidiary of the Company on assets of any Restricted Subsidiary of
the Company; (E) Liens securing Refinancing Indebtedness which is incurred to
Refinance any Indebtedness which has been secured by a Lien permitted under
this Indenture and which has been incurred in accordance with the provisions of
this Indenture; provided, however, that such Liens (I) are no less favorable to
the Holders and are not more favorable to the lienholders with respect to such
Liens than the Liens in respect of the Indebtedness being Refinanced and (II)
do not extend to or cover any property or assets of the Company or any of its
Restricted Subsidiaries not securing the Indebtedness so Refinanced; and (F)
Permitted Liens.




SECTION 4.18 INTENTIONALLY OMITTED.




SECTION 4.19 DTC and PORTAL Eligibility.

The Company shall use its reasonable efforts to cause the Notes, or a portion
thereof, to be registered for book-entry with the Depository Trust Company, its
nominee or successors (DTC) as soon as is practicable but in any event within
30 days

-44-

---



---



##### Table of Contents



from the Effective Date. The Trustee shall act as custodian for DTC with
respect to the Notes. To the extent that the Notes are eligible for
qualification on the PORTAL MARKET, the Company shall use its reasonable
efforts to cause the Notes to be so qualified.




SECTION 4.20 Conduct of Business.

The Company and its Restricted Subsidiaries shall not engage in any businesses
which are not the same, similar or reasonably related to the businesses in
which the Company and its Restricted Subsidiaries are engaged on the Effective
Date.




SECTION 4.21 Protection of Security; Acknowledgment of Pledge.



| | (a) |  | The Company shall, from time to time, execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, and shall take such other action necessary or advisable
to:
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |                                                                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)   |  | maintain or preserve the lien and security interest
(and the priority thereof) of this Indenture or carry
out more effectively the purposes hereof;                                                                              
|(ii)  |  | perfect, publish notice of or protect the validity of
any Grant made or to be made by this Indenture; or                                                                                                                         
|(iii) |  | preserve and defend title to the Security and the
several rights of the Trustee and the Holders in the
Security (as their several interests appear as set in
the Granting Clauses) against the claims of all
persons and parties;

and the Company hereby designates the Trustee its agent and attorney-in-fact to
execute any financing statement, continuation statement or other instrument
required by the Trustee pursuant to this Section 4.21.



| | (b) |  | The Company shall not take any action and shall use its best efforts
not to permit any action to be taken by others that would release any
Person from any of such Persons material covenants or obligations
under any instrument or agreement included in the Security or that
would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness
of, any such instrument or agreement, except as expressly provided in
this Indenture or such other instrument or agreement.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | The Company shall punctually perform and observe all of its
obligations and agreements included in the Security, including but not
limited to filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by the terms of this
Indenture in accordance with and within the time periods provided for
herein.                                                                                                                                                                                  
|
| | (d) |  | The Company shall cause to be furnished to the Trustee, promptly after
the execution and delivery of this Indenture, and promptly after the
execution and delivery of any amendment hereto or any other instrument
of further assurance, an Opinion of Counsel stating that, in the                                                                                                                                                                                                                                                           

-45-

---



---



##### Table of Contents





| |     |  | opinion of such counsel, subject to customary exclusions and
exceptions reasonably acceptable to the Trustee, either (i) this
Indenture has been properly recorded, registered and filed so as to
make effective the Lien intended to be created hereby and reciting the
details of such action, or (ii) no such action is necessary to make
such Lien and assignment effective.                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | The Company shall cause to be furnished to the Trustee, on or before
each anniversary of the execution of this Indenture, an Opinion of
Counsel, dated as of such date, stating that, in the opinion of such
counsel, subject to customary exclusions and exceptions reasonably
acceptable to the Trustee, either (i) all such action has been taken
with respect to the recording, registering, filing, re-recording,
re-registering and refilling of the Indenture, all supplemental
indentures, financing statements, continuation statements and all
other instruments of further assurance as are necessary to maintain
the Lien of this Indenture and reciting the details of such action, or
(ii) no such action is necessary to maintain such Lien and assignment
effective.




ARTICLE FIVE

SUCCESSOR CORPORATION




SECTION 5.01 Merger, Consolidation and Sale of Assets.



| | (a) |  | The Company shall not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or
permit any Restricted Subsidiary of the Company to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially
all of the Companys assets (determined on a consolidated basis for
the Company and the Companys Restricted Subsidiaries) whether as an
entirety or substantially as an entirety to any Person unless: (i)
either (1) the Company shall be the surviving or continuing
corporation or (2) the Person (if other than the Company) formed by
such consolidation or into which the Company is merged or the Person
which acquires by sale, assignment, transfer, lease, conveyance or
other disposition the properties and assets of the Company and of the
Companys Restricted Subsidiaries substantially as an entirety (the
Surviving Entity) (x) shall be a corporation organized and validly
existing under the laws of the United States or any State thereof or
the District of Columbia and (y) shall expressly assume, by
supplemental indenture (in form and substance satisfactory to the
Trustee), executed and delivered to the Trustee, the due and punctual
payment of the principal of and interest on all of the Notes and the
performance of every covenant of the Notes, this Indenture and the
Registration Rights Agreement on the part of the Company to be
performed or observed; (ii) immediately after giving effect to such
transaction and the assumption contemplated by clause (i)(2)(y) above
(including giving effect to any Indebtedness and Acquired Indebtedness
incurred or anticipated to be incurred in connection with or in
respect of such transaction), the Company or such Surviving Entity, as
the case may be, (1) shall have a Consolidated Net Worth equal to or
greater than the Consolidated Net Worth of the Company immediately
prior to such transaction and (2) shall be able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to Section 4.12; (iii) immediately before and immediately
after giving
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-46-

---



---



##### Table of Contents





| |     |  | effect to such transaction and the assumption contemplated by clause
(i)(2)(y) above (including, without limitation, giving effect to any
Indebtedness and Acquired Indebtedness incurred or anticipated to be
incurred and any Lien granted in connection with or in respect of the
transaction), no Default or Event of Default shall have occurred or be
continuing; and (iv) the Company or the Surviving Entity shall have
delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with the applicable
provisions of this Indenture and that all conditions precedent in this
Indenture relating to such transaction have been satisfied.
Notwithstanding the foregoing clauses (ii) and (iii), (a) any
Restricted Subsidiary may consolidate with, merge into or transfer all
or part of its properties and assets to the Company or to another
Restricted Subsidiary and (b) the Company may merge with or transfer
all of its properties and assets to an Affiliate incorporated or
formed solely for the purpose of either reincorporating or reforming
the Company in another State of the United States so long as the
amount of Indebtedness of the Company and its Restricted Subsidiaries
is not increased thereby.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | For purposes of this Section 5.01, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions
but excluding the creation of any Lien permitted to be incurred
pursuant to Section 4.17) of all or substantially all of the
properties or assets of one or more Restricted Subsidiaries of the
Company the Capital Stock of which constitutes all or substantially
all of the properties and assets of the Company, shall be deemed to be
the transfer of all or substantially all of the properties and assets
of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (c) |  | The creation of a Lien permitted to be incurred pursuant to Section
4.17 shall not constitute a disposition for the purposes of this
Section 5.01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          




SECTION 5.02 Successor Corporation Substituted.

Upon any consolidation, combination or merger or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.01,
in which the Company is not the continuing corporation, the successor Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture and the Notes with the same effect as if such surviving entity had
been named as such.




ARTICLE SIX

REMEDIES




SECTION 6.01 Events of Default.

An Event of Default means any of the following events:

-47-

---



---



##### Table of Contents





| | (a) |  | the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30
days (whether or not such payment shall be prohibited by Article Ten of this Indenture);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or
otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or the
failure to make a mandatory redemption pursuant to Section 3.06) (whether or not such payment shall be prohibited by Article
Ten of this Indenture);                                                                                                                                                                                                                                                                                                                              
|
| | (c) |  | a default in the observance or performance of any other covenant or agreement contained in this Indenture which default
continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except
in the case of a default with respect to Section 5.01, which shall constitute an Event of Default with such notice requirement
but without such passage of time requirement);                                                                                                                                                                          
|
| | (d) |  | the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal
amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated
maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt
by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at
final maturity or which has been accelerated, aggregates $5,000,000 or more at any time;
|
| | (e) |  | one or more judgments in an aggregate amount in excess of $5,000,000 shall have been rendered against the Company or any of
its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and non-appealable;                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (f) |  | the Company or any of its Significant Subsidiaries pursuant to or under or within the meaning of any Bankruptcy Law:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|      |  |                                                                                                                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------
|(i)   |  | commences a voluntary case or proceeding;                                                                                          
|(ii)  |  | consents to the entry of an order for relief against it in an
involuntary case or proceeding;                                      
|(iii) |  | consents to the appointment of a Custodian of it or for all or
substantially all of its property;                                  
|(iv)  |  | makes a general assignment for the benefit of its creditors; or                                                                    
|(v)   |  | shall generally not pay its debts when such debts become due
or shall admit in writing its inability to pay its debts
generally; or

-48-

---



---



##### Table of Contents





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

|      |  |                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|(i)   |  | is for relief against the Company or any of
its Significant Subsidiaries in an
involuntary case or proceeding,                                  
|(ii)  |  | appoints a Custodian of the Company or any
of its Significant Subsidiaries for all or
substantially all of their properties taken
as a whole, or
|(iii) |  | orders the liquidation of the Company or any
of its Significant Subsidiaries,                                                                   

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




SECTION 6.02 Acceleration.

If an Event of Default (other than an Event of Default specified in Section
6.01 (f) or (g) relating to the Company) shall occur and be continuing, the
Trustee or the Holders of at least 25% in principal amount of outstanding Notes
may declare the principal of and accrued interest on all the Notes to be due
and payable by notice in writing to the Company and the Trustee specifying the
respective Event of Default and that it is a declaration of acceleration, and
the same shall become immediately due and payable. If an Event of Default
specified in Section 6.01 (f) or (g) with respect to the Company occurs and is
continuing, then all unpaid principal of and accrued and unpaid interest on all
of the outstanding Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

At any time after a declaration of acceleration with respect to the Notes as
described in the preceding paragraph, the Holders of a majority in principal
amount of the Notes may rescind and cancel such declaration and its
consequences (a) if the rescission would not conflict with any judgment or
decree, (b) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration, (c) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid,
(d) if the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and (e) in
the event of the cure or waiver of an Event of Default of the type described in
Section 6.01, the Trustee shall have received an Officers Certificate and an
Opinion of Counsel that such Event of Default has been cured or waived. No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.




SECTION 6.03 Other Remedies.



| | (a) |  | If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to
collect the payment of the principal of or
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-49-

---



---



##### Table of Contents





| |     |  | interest on the Notes or to enforce the performance of any provision
of the Notes or this Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | All rights of action and claims under this Indenture or the Notes may
be enforced by the Trustee even if it does not possess any of the
Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of
Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.|




SECTION 6.04 Waiver of Past Defaults.

Prior to the acceleration of the Notes, the Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may, on
behalf of the Holders of all the Notes, waive any existing Default or Event of
Default and its consequences under this Indenture, except a Default or Event of
Default specified in Section 6.01(a) or (b) or in respect of any provision
hereof which cannot be modified or amended without the consent of the Holder so
affected pursuant to Section 9.02. When a Default or Event of Default is so
waived, it shall be deemed cured and shall cease to exist. This Section 6.04
shall be in lieu of § 316(a)(1)(B) of the TIA and such § 316(a)(1)(B) of the
TIA is hereby expressly excluded from this Indenture and the Notes, as
permitted by the TIA.




SECTION 6.05 Control by Majority.

Holders of the Notes may not enforce this Indenture or the Notes except as
provided in this Article Six and under the TIA. The Holders of a majority in
aggregate principal amount of the then outstanding Notes have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, provided, however, that the Trustee may refuse to follow any direction
(a) that conflicts with any rule of law or this Indenture, (b) that the
Trustee, in its sole discretion, determines may be unduly prejudicial to the
rights of another Holder (it being understood that the Trustee shall have no
duty to ascertain whether or not such actions or forebearances are unduly
prejudicial to such Holders), or (c) that may expose the Trustee to personal
liability for which adequate indemnity provided to the Trustee against such
liability is not reasonably assured to it; provided, further, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction or this Indenture. This Section 6.05 shall be
in lieu of § 316(a)(1)(A) of the TIA, and such § 316(a)(1)(A) of the TIA is
hereby expressly excluded from this Indenture and the Notes, as permitted by
the TIA.




SECTION 6.06 Limitation on Suits.

No Holder of any Notes shall have any right to institute any proceeding with
respect to this Indenture or the Notes or any remedy hereunder, unless the
Holders of at least 25% in aggregate principal amount of the outstanding Notes
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as Trustee under the Notes and

-50-

---



---



##### Table of Contents



this Indenture, the Trustee has failed to institute such proceeding within 30
days after receipt of such notice, request and offer of indemnity and the
Trustee, within such 30-day period, has not received directions inconsistent
with such written request by Holders of a majority in aggregate principal
amount of the outstanding Notes.

The foregoing limitations shall not apply to a suit instituted by a Holder of a
Note for the enforcement of the payment of the principal of or interest on such
Note on or after the respective due dates expressed or provided for in such
Note.

A Holder may not use this Indenture to prejudice the rights of any other
Holders or to obtain priority or preference over such other Holders.




SECTION 6.07 Right of Holders To Receive Payment.

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




SECTION 6.08 Collection Suit by Trustee.

If an Event of Default specified in paragraph (a) or (b) of Section 6.01 occurs
and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company, or any other obligor on the
Notes for the whole amount of the principal of and accrued interest remaining
unpaid, together with interest on overdue principal and interest on overdue
installments of interest, to the extent lawful, in each case at the rate per
annum provided for by the Notes and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee pursuant to the provisions of
Section 7.07.




SECTION 6.09 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents, counsel, accountants and experts) and the Holders
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 and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any

-51-

---



---



##### Table of Contents



amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 7.07. 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 thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.




SECTION 6.10 Priorities.

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

First: to the Trustee, its agents and attorneys for amounts due under Section
7.07, including payment of all compensation, expense and liabilities incurred,
and all advances made, by the Trustee and the cost and expenses of collection;

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

Third: to Holders for the principal amounts owing under the Notes, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for the principal; and

Fourth: the balance, if any, to the Company.

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




SECTION 6.11 Undertaking for Costs.

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

-52-

---



---



##### Table of Contents






ARTICLE SEVEN

TRUSTEE




SECTION 7.01 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:                                                                                                                                                                                                                                                                

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | The Trustee need perform only those duties as are specifically set forth in
this Indenture and no covenants or obligations shall be implied in this
Indenture that are adverse to the Trustee.                                                                                                                                                                                                                                                                                                                                                                             
|(2) |  | The Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture, but need not verify
the contents thereof.



| | (c) |  | Notwithstanding anything to the contrary herein contained, the Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |  |                                                                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | This paragraph does not limit the effect of paragraph (b) of this Section 7.01.                                                                                                         
|(2) |  | The Trustee shall not be liable for any error of judgment made in good faith
by a Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.
|(3) |  | The Trustee shall not be liable with respect to any action it takes or omits
to take in good faith in accordance with a direction received by it pursuant
to Section 6.02, 6.04 or 6.05.



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

-53-

---



---



##### Table of Contents





| | (e) |  | Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (d), and (f) of this
Section 7.01 and Section 7.02.                                                                                              
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (f) |  | The Trustee shall not be liable for interest on any money or assets
received by it except as the Trustee may agree in writing with the
Company. Assets held in trust by the Trustee need not be segregated
from other assets except to the extent required by law.




SECTION 7.02 Rights of Trustee.

Subject to Section 7.01:



| | (a) |  | The Trustee may rely and shall be fully 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 consult with
counsel of its selection and may require an Officers Certificate or
an Opinion of Counsel, which shall conform to Sections 11.04 and
11.05. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers Certificate
or Opinion of Counsel. The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect to
any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.                                                                                         
|
| | (c) |  | The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed
with due care.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (d) |  | The Trustee shall not be liable for any action that it takes or omits
to take in good faith which it reasonably believes to be authorized or
within its rights or powers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (e) |  | The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled, upon reasonable notice to the Company, to examine the books,
records, and premises of the Company, personally or by agent or
attorney and to consult with the officers and representatives of the
Company, including the Companys accountants and attorneys.
|
| | (f) |  | The Trustee shall be under no obligation to exercise any of its rights
or powers vested in it by this Indenture at the request, order or
direction of any of the Holders pursuant to the provisions of this
Indenture, unless such Holders have offered to the Trustee reasonable                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

-54-

---



---



##### Table of Contents





| |     |  | indemnity satisfactory to the Trustee against the
costs, expenses and liabilities which may be incurred
by it in compliance with such request, order or
direction.                                                                                                                                                                                                                                                                                            
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (g) |  | The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.                                                                                                                                                                                                                                                                                                                                
|
| | (h) |  | Delivery of reports, information and documents to the Trustee under
Section 4.08 is for informational purposes only and the Trustees
receipt of the foregoing shall not constitute constructive notice of
any information contained therein or determinable from information
contained therein, including the Companys compliance with any of
their covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers Certificates).




SECTION 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company, or any of its
Subsidiaries, or their respective Affiliates with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. However,
the Trustee must comply with Sections 7.10 and 7.11.




SECTION 7.04 Trustees Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Notes, and it shall not be accountable for the Companys use
of the proceeds from the Notes, 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 of the Company in this
Indenture or the Notes other than the Trustees certificate of authentication.




SECTION 7.05 Notice of Default.

If a Default or an Event of Default occurs and is continuing and if it is known
to a Trust Officer, the Trustee shall mail to each Holder notice of the uncured
Default or Event of Default within 90 days after obtaining knowledge thereof.
Except in the case of a Default or an Event of Default in payment of principal
of, or interest on, any Note, including an accelerated payment, a Default in
payment on the Change of Control Payment Date pursuant to a Change of Control
Offer and a Default in compliance with Article Five hereof, the Trustee may
withhold the notice if and so long as its Board of Directors, the executive
committee of its Board of Directors or a committee of its directors and/or
Trust Officers in good faith determines that withholding the notice is in the
interest of the Holders. The foregoing sentence of this Section 7.05 shall be
in lieu of the proviso to § 315(b) of the TIA and such proviso to § 315(b) of
the TIA is hereby expressly excluded from this Indenture and the Notes, as
permitted by the TIA.

-55-

---



---



##### Table of Contents






SECTION 7.06 Reports by Trustee to Holders.

Within 60 days after May 15 of each year beginning with 2002, the Trustee
shall, to the extent that any of the events described in TIA § 313(a) occurred
within the previous twelve months, but not otherwise, mail to each Holder a
brief report dated as of such date that complies with TIA § 313(a). The
Trustee also shall comply with TIA §§ 313(b), (c) and (d).

A copy of each report at the time of its mailing to Holders shall be mailed to
the Company and filed with the Commission and each stock exchange, if any, on
which the Notes are listed.

The Company shall promptly notify the Trustee if the Notes become listed on any
stock exchange and the Trustee shall comply with TIA § 313(d).




SECTION 7.07 Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation for
its services as has been agreed to in writing signed by the Company and the
Trustee. 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 upon request for all reasonable out-of-pocket expenses incurred or
made by it in connection with the performance of its duties under this
Indenture. Such expenses shall include the reasonable fees and expenses of the
Trustees agents, counsel, accountants and experts.

The Company shall indemnify each of the Trustee (or any predecessor Trustee)
and its agents, employees, stockholders, Affiliates and directors and officers
for, and hold them each harmless against, any and all loss, liability, damage,
claim or expense (including reasonable fees and expenses of counsel), including
taxes (other than taxes based on the income of the Trustee) incurred by them
except for such actions to the extent caused by any negligence or willful
misconduct on their part, arising out of or in connection with the acceptance
or administration of this trust including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of their rights, powers or duties hereunder.
The Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its Obligations hereunder except
to the extent such failure shall have prejudiced the Company. The Company
shall have the right upon written notice to the Trustee, to assume, at its own
expense, the defense of such claim, including the employment of counsel
reasonably satisfactory to the Trustee; provided, however, that any settlement
of a claim shall be approved in writing by the Trustee if such settlement would
result in an admission of liability by the Trustee or if such settlement would
not be accompanied by a full release of the Trustee for all liability arising
out of the events giving rise to such claim. If, however, the

-56-

---



---



##### Table of Contents



Company declines or fails to assume the defense, or to employee counsel
reasonably satisfactory to the Trustee, in either case in a timely manner, then
the Trustee may employ separate counsel of its own choosing and the Company
shall pay the reasonable fees and expenses of such counsel.

To secure the Companys payment obligations in this Section 7.07, the Trustee
shall have a lien prior to the Notes on all assets or money held or collected
by the Trustee, in its capacity as Trustee. The obligations of the Company
under this Section shall not be subordinated to the payment of amounts due
under the New Credit Facility pursuant to Article Ten except assets or money
held in trust to pay principal of or interest on particular Notes.

When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01 (f) or (g) occurs, such expenses and the compensation
for such services are intended to constitute expenses of administration under
any Bankruptcy Law.

The provisions of this Section 7.07 shall survive the termination of this
Indenture.




SECTION 7.08 Replacement of Trustee.

The Trustee may resign at any time by so notifying the Company. The Holders of
a majority in principal amount of the outstanding Notes may remove the Trustee
and appoint a successor Trustee with the Companys consent, by so notifying the
Company and the Trustee. The Company may remove the Trustee if:



| | (1) |  | the Trustee fails to comply with Section 7.10;                                    
| | --- |  | ----------------------------------------------------------------------------------
|
| | (2) |  | the Trustee is adjudged bankrupt or insolvent;                                    
|
| | (3) |  | a receiver or other public officer takes charge of the Trustee or its
property; or
|
| | (4) |  | the Trustee becomes incapable of performing its obligations under this
Indenture. 

If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall notify each Holder of such event and
shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the outstanding Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Company.

A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07, 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 notice of such successor Trustees
appointment to each Holder.

-57-

---



---



##### Table of Contents



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

If the Trustee fails to comply with Section 7.10, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

Notwithstanding any resignation or replacement of the Trustee pursuant to this
Section 7.08, the Companys obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.




SECTION 7.09 Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
resulting, surviving or transferee corporation without any further act shall,
if such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Trustee; provided, however, that such corporation
shall be otherwise qualified and eligible under this Article Seven.




SECTION 7.10 Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirement of TIA
§§ 310(a)(1), (2) and (5). The Trustee (or, in the case of a Trustee that is a
subsidiary of another bank or a corporation included in a bank holding company
system, the related bank or bank holding company) shall have a combined capital
and surplus of at least $100,000,000 as set forth in its most recent published
annual report of condition, and have (or one of its Affiliates shall have) a
corporate trust office in the City of New York. In addition, if the Trustee is
a subsidiary of another bank or a corporation included in a bank holding
company system, the Trustee, independently of such bank or bank holding
company, shall meet the capital requirements of TIA § 310(a)(2). The Trustee
shall comply with TIA § 310(b); provided, however, that there shall be excluded
from the operation of TIA § 310(b)(1) any indenture or indentures under which
other securities, or certificates of interest or participation in other
securities, of the Company are outstanding, if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met. The provisions of TIA § 310
shall apply to the Company, as obligor of the Notes.




SECTION 7.11 Preferential Collection of Claims Against Company

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

-58-

---



---



##### Table of Contents






ARTICLE EIGHT

DISCHARGE OF INDENTURE; DEFEASANCE




SECTION 8.01 Termination of Companys Obligations.

This Indenture shall be discharged and shall cease to be of further effect
(except as to surviving rights or registration of transfer or exchange of the
Notes, as expressly provided for in this Indenture) as to all outstanding Notes
when (a) either (i) all Notes, theretofore authenticated and delivered (except
lost, stolen or destroyed Notes which have been replaced or paid and Notes for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust) have been delivered to the Trustee for cancellation or (ii)
all Notes not theretofore delivered to the Trustee for cancellation have become
due and payable and the Company has irrevocably deposited or caused to be
deposited with the Trustee funds in an amount sufficient to pay and discharge
the entire Indebtedness on the Notes not theretofore delivered to the Trustee
for cancellation, for principal of and interest on the Notes to the date of
deposit together with irrevocable instructions from the Company directing the
Trustee to apply such funds to the payment thereof at maturity or redemption,
as the case may be; provided that from and after the time of deposit, the money
deposited shall not be subject to the rights of the Lender pursuant to the
provisions of Article Ten; (b) the Company has paid all other sums payable
under this Indenture by the Company; and (c) the Company has delivered to the
Trustee an Officers Certificate and an Opinion of Counsel stating that all
conditions precedent under this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with; provided, however, that
such counsel may rely, as to matters of fact, on an Officers Certificate of
the Company.

The Company may, at its option and at any time, elect to have its obligations
discharged with respect to the outstanding Notes (Legal Defeasance). Such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the outstanding Notes and
Holders and any amounts deposited under this Section 8.01, shall cease to be
subject to any obligations to, or the rights of, the Lender under Article Ten
once such deposit has been made, except for (a) the rights of Holders to
receive payments in respect of the principal of and interest on the Notes when
such payments are due, (b) the Companys obligations with respect to the Notes
concerning issuing temporary Notes, registration of Notes, mutilated,
destroyed, lost or stolen Notes and the maintenance of an office or agency for
payments, (c) the rights, powers, trust, duties and immunities of the Trustee
and the Companys obligations in connection therewith and (d) the Legal
Defeasance provisions of this Section 8.01. In addition, the Company may, at
its option and at any time, elect to have the obligations of the Company
released with respect to covenants contained in Sections 4.04, 4.05, 4.08 and
4.10 through 4.20 and Article Five (Covenant Defeasance) and Holders and any
amounts deposited under this Section 8.01, shall cease to be subject to any
obligations to, or the rights of, the Lender under Article Ten once such
deposit has been made, and thereafter any omission to comply with such
obligations shall not constitute a Default or Event of Default with

-59-

---



---



##### Table of Contents



respect to the Notes. In the event of Covenant Defeasance, those events
described under Section 6.01 (except those events described in Section 6.01(a),
(b), (f) and (g)) shall no longer constitute an Event of Default with respect
to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:



| | (a) |  | the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders cash in United States dollars, non-callable
U.S. Government Obligations, or a combination thereof, in such amounts
as shall be sufficient, in the opinion of a nationally recognized firm
of independent public accountants, to pay the principal of and
interest on the Notes on the stated date for payment thereof or on the
applicable Redemption Date, as the case may be;                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | in the case of Legal Defeasance, the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee (which may be counsel to the Company)
confirming that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the
date of this Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders shall
not recognize income, gain or loss for federal income tax purposes as
a result of such Legal Defeasance and shall be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not
occurred;
|
| | (c) |  | in the case of Covenant Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee (which may be counsel to the Company)
confirming that the Holders shall not recognize income, gain or loss
for federal income tax purposes as a result of such Covenant
Defeasance and shall be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;                                                                                                                                                                                                                                                                                                                  
|
| | (d) |  | no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default
with respect to the Indenture resulting from the incurrence of
Indebtedness, all or a portion of which will be used to defease the
Notes concurrently with such incurrence) or insofar as Events of
Default under Section 6.01 (f) or (g) from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 91st day
after the date of deposit;                                                                                                                                                                                                                                                                                                                                       
|
| | (e) |  | such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under this Indenture
or any other material agreement or instrument to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

-60-

---



---



##### Table of Contents





| |     |  | which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound;                                                                                                                                                                                                            
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (f) |  | the Company shall have delivered to the Trustee an Officers
Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders over any other creditors of the
Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others;
|
| | (g) |  | the Company shall have delivered to the Trustee an Officers
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance
or the Covenant Defeasance, as the case may be, have been complied
with; and                                                    
|
| | (h) |  | the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that after the 91st day following the deposit, the trust
funds shall not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors rights
generally.                           

Notwithstanding the foregoing, the Opinion of Counsel required by clause (b)
with respect to Legal Defeasance need not be delivered if all the Notes not
theretofore delivered to the Trustee for cancellation (i) have become due and
payable, (ii) shall become due and payable on the maturity date within one year
or (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by such
Trustee in the name, and at the expense, of the Company.




SECTION 8.02 Application of Trust Money.

The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or U.S.
Government Obligations deposited with it pursuant to Section 8.01, and shall
apply the deposited U.S. Legal Tender and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of the principal
of and interest on the Notes. The Trustee shall be under no obligation to
invest said U.S. Legal Tender or U.S. Government Obligations except that, upon
request of the Company, the Trustee shall invest said U.S. Legal Tender in U.S.
Government Obligations.

The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Legal Tender or U.S. Government
Obligations deposited pursuant to Section 8.01 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Notes.

-61-

---



---



##### Table of Contents






SECTION 8.03 Repayment to the Company.

Subject to Sections 7.07 and 8.01, the Trustee and the Paying Agent shall
promptly pay to the Company upon request any excess U.S. Legal Tender or U.S.
Government Obligations held by them at any time and thereupon shall be relieved
from all liability with respect to such money. The Trustee and the Paying
Agent shall pay to the Company upon request any money held by them for the
payment of principal or interest that remains unclaimed for one year after the
due date for payment of such principal or interest; provided, however, that the
Company shall, if requested by the Trustee or Paying Agent, give to the Trustee
or Paying Agent, indemnification reasonably satisfactory to it against any and
all liability which may be incurred by it by reason of such paying; provided,
further, that the Trustee or such Paying Agent, before being required to make
any payment, may at the expense of the Company cause to be published once in a
newspaper of general circulation in the City of New York or mail to each Holder
entitled to such money notice that such money remains unclaimed and that after
a date specified therein which shall be at least 30 days from the date of such
publication or mailing any unclaimed balance of such money then remaining shall
be repaid to the Company. After payment to the Company, Holders entitled to
such money must look to the Company for payment as general creditors unless an
applicable law designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.




SECTION 8.04 Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S.
Government Obligations in accordance with Section 8.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Companys obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01 until
such time as the Trustee or Paying Agent is permitted to apply all such U.S.
Legal Tender or U.S. Government Obligations in accordance with Section 8.01;
provided, however, that if the Company has made any payment of interest on or
principal of any Notes because of 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 U.S. Legal Tender or U.S. Government Obligations
held by the Trustee or Paying Agent.




SECTION 8.05 Release of Security.

The Trustee may and, when required by the provisions of this Indenture, shall
execute instruments to release property from the lien of this Indenture, or
convey the Trustees interest in the same, in a manner and under circumstances
that are consistent with the provisions of this Indenture. No party relying
upon an instrument executed by the Trustee as provided in this Article Eight
shall be bound to ascertain the Trustees authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

-62-

---



---



##### Table of Contents






SECTION 8.06 Acknowledgment of Discharge by Trustee.

After (i) the conditions of Section 8.01 have been satisfied, (ii) the Company
has paid or caused to be paid all other sums payable hereunder by the Company
and (iii) the Company has delivered to the Trustee an Officers Certificate and
an Opinion of Counsel, each stating that all conditions precedent referred to
in clause (i) above relating to the satisfaction and discharge of this
Indenture have been complied with, the Trustee upon request shall acknowledge
in writing the discharge of the Companys obligations under this Indenture
except for those surviving obligations specified in Section 8.01 and release
the Security in accordance with Section 8.05, provided the legal counsel
delivering such Opinion of Counsel may rely as to matters of fact on one or
more Officers Certificates of the Company.




ARTICLE NINE

MODIFICATION OF THE INDENTURE




SECTION 9.01 Without Consent of Holders.

Subject to the provisions of Section 9.02, the Company and the Trustee may
amend, waive or supplement this Indenture without notice to or consent of any
Holder: (a) to cure any ambiguity, defect or inconsistency; (b) to comply with
Section 5.01 of this Indenture; (c) to provide for uncertificated Notes in
addition to certificated Notes; (d) to comply with any requirements of the
Commission in order to effect or maintain the qualification of this Indenture
under the TIA; or (e) to make any change that would provide any additional
benefit or rights to the Holders or that does not adversely affect the rights
of any Holder. Notwithstanding the foregoing, the Trustee and the Company may
not make any change pursuant to this Section 9.01 that adversely affects the
rights of any Holder under this Indenture without the consent of such Holder.
In formulating its determination on such matters, the Trustee shall be entitled
to rely on such evidence as it deems appropriate, including, without
limitation, solely on an Opinion of Counsel (which may be counsel to the
Company) or an Officers Certificate, and may not be held liable therefor.

Upon the request of the Company accompanied by a Board Resolution authorizing
the execution of any such amended or supplemental Indenture, and upon receipt
by the Trustee of the documents described in Section 9.06, the Trustee shall
join with the Company in the execution of any amended or supplemental Indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations which may be therein contained, but the
Trustee may but shall not be obligated to enter into such amended or
supplemental Indenture which affects its own rights, duties or immunities under
this Indenture or otherwise.

-63-

---



---



##### Table of Contents






SECTION 9.02 With Consent of Holders.

The Company and the Trustee may amend or supplement this Indenture or the Notes
or any amended or supplemental Indenture with the written consent of the
Holders of Notes of not less than a majority in aggregate principal amount of
the Notes then outstanding.

Upon the request of the Company accompanied by a Board Resolution authorizing
the execution of any such amended or supplemental Indenture, and upon the
filing with the Trustee of evidence satisfactory to the Trustee of the consent
of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.06, 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 sole
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 9.02 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 becomes effective,
the Company shall mail to the Holders of Notes affected thereby a notice
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.
Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate
principal amount of the Notes then outstanding may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder of the Notes affected
thereby, an amendment or waiver may not, directly or indirectly: (i) reduce
the amount of Notes whose Holders must consent to an amendment; (ii) reduce the
rate of or change or have the effect of changing the time for payment of and
interest, including Default Interest, on any Notes; (iii) reduce the principal
of or change or have the effect of changing the fixed maturity of any Notes, or
change the date on which any Notes may be subject to redemption or repurchase,
or reduce the redemption or repurchase price therefor; (iv) make any Notes
payable in money other than that stated in the Notes; (v) make any change in
provisions of this Indenture protecting the right of each Holder to receive
payment of principal of and interest on such Note on or after the due date
thereof or to bring suit to enforce such payment, or permitting Holders of a
majority in principal amount of the Notes to waive Defaults or Events of
Default; (vi) after the Companys obligation to purchase Notes arises
thereunder, amend, change or modify in any material respect the obligation of
the Company to make and consummate a Change of Control Offer in the event of a
Change of Control which has occurred or modify any of the provisions or
definitions with respect thereto; (vii) modify or amend Section 3.03 or Section
4.15; (viii) modify or change any provision of this Indenture or the related

-64-

---



---



##### Table of Contents



definitions affecting the subordination or ranking of the Notes in a manner
which adversely affects the Holders; or (ix) permit the creation of any Lien
ranking prior to or on parity with the lien of this Indenture (other than as
set forth in Article 10) with respect to any part of the Security or, except as
otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any such property at any time subject hereto or deprive any Holder
of the security provided by the lien of this Indenture.




SECTION 9.03 Compliance with TIA.

Every amendment, waiver or supplement of this Indenture or the Notes shall
comply with the TIA as then in effect; provided, however, that this Section
9.03 shall not of itself require that this Indenture or the Trustee be
qualified under the TIA or constitute any admission or acknowledgment by any
party hereto that any such qualification is required prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.




SECTION 9.04 Revocation and Effect of Consents.

Until an amendment, waiver or supplement becomes effective, a consent to it by
a Holder is a continuing consent by the Holder and every subsequent Holder of a
Note or portion of a Note that evidences the same debt as the consenting
Holders Note, even if notation of the consent is not made on any Note.
Subject to the following paragraph, any such Holder or subsequent Holder may
revoke the consent as to such Holders Note or portion of such Note by notice
to the Trustee or the Company received before the date on which the Trustee
receives an Officers Certificate certifying that the Holders of the requisite
principal amount of Notes have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver. An amendment, supplement or
waiver becomes effective upon receipt by the Trustee of such Officers
Certificate and evidence of consent by the Holders of the requisite percentage
in principal amount of outstanding Notes.

The Company may, but shall not be obligated to, fix a Record Date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a Record Date is fixed, then notwithstanding the
second sentence of the immediately preceding paragraph, those Persons who were
Holders at such Record Date (or their duly designated proxies), and only those
Persons, shall be entitled to revoke any consent previously given, whether or
not such Persons continue to be Holders after such Record Date. No such
consent shall be valid or effective for more than 90 days after such Record
Date unless consents from Holders of the requisite percentage in principal
amount of outstanding Notes required hereunder for the effectiveness of such
consents shall have also been given and not revoked within such 90 day period.




SECTION 9.05 Notation on or Exchange of Notes.

If an amendment, supplement or waiver changes the terms of a Note, the Trustee
may require the Holder of such Note to deliver it to the Trustee. The Trustee
may place an appropriate notation on the Note about the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so
determine, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms.

-65-

---



---



##### Table of Contents






SECTION 9.06 Trustee to Sign Amendments, Etc.

The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article Nine; provided, however, that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustees own rights, duties or immunities under this
Indenture. In executing such amendment, supplement or waiver the Trustee shall
be entitled to receive indemnity reasonably satisfactory to it, and shall be
fully protected in relying upon an Opinion of Counsel and an Officers
Certificate of the Company, stating that no Event of Default shall occur as a
result of such amendment, supplement or waiver and that the execution of such
amendment, supplement or waiver is authorized or permitted by this Indenture;
provided, however, that the legal counsel delivering such Opinion of Counsel
may rely as to matters of fact on one or more Officers Certificates of the
Company. Such Opinion of Counsel shall not be an expense of the Trustee.




SECTION 9.07 Effect on New Credit Facility.

No amendment of, or supplement or waiver to, this Indenture shall adversely
affect the rights of the Lender under Article Ten of this Indenture without the
consent of such holder.




ARTICLE TEN

SUBORDINATION OF NOTES




SECTION 10.01 Notes Subordinated to New Credit Facility.

Anything herein to the contrary notwithstanding, the Company, for itself and
its successors, and each Holder, by his or her acceptance of Notes, agrees that
the payment of all Obligations owing to the Holders in respect of the Notes is
subordinated, to the extent and in the manner provided in this Article Ten, to
the prior payment in full in cash or Cash Equivalents , or such payment duly
provided for, of the New Credit Facility to the satisfaction of the Lender;
provided, however, that once the Trustee has received payments from the Company
for the benefit of the Holders in accordance with the provisions of Section
8.01, such payments shall not be subject to this Article Ten. Notwithstanding
anything to the contrary in this Article Ten or otherwise in this Indenture, at
no time shall the Notes be subordinated to any portion of the indebtedness
under the New Credit Facility in excess of the sum of (i) $15,000,000, plus
(ii) accrued interest in respect of the New Credit Facility and fees at any
time owing to Lender, in each case as and to the extent provided under the New
Credit Facility, plus (iii) Enforcement Expenses.

This Article Ten is made for the benefit of the Lender and such holder is made
an obligee hereunder and may enforce such provisions.

-66-

---



---



##### Table of Contents






SECTION 10.02 Suspension of Payment When New
Credit Facility is in Default



| | (a) |  | Unless Section 10.03 shall be applicable, if any default occurs and is
continuing in the payment when due, whether at maturity, upon any
redemption, by declaration or otherwise, of any principal of, interest
on, unpaid drawings for letters of credit issued in respect of, or
regularly accruing fees with respect to, the New Credit Facility (a
Payment Default), then no payment or distribution of any kind or
character shall be made by or on behalf of the Company or any other
Person on its or their behalf with respect to any Obligations on the
Notes or to acquire any of the Notes for cash or property or otherwise
and until such Payment Default shall have been cured or waived or
shall have ceased to exist on the New Credit Facility as to which such
Payment Default relates shall have been paid in full in cash or Cash
Equivalents, after which the Company shall (subject to other
provisions of this Article Ten) resume making any and all required
payments in respect of the Notes, including any missed payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Unless Section 10.03 shall be applicable, if any other event of
default (other than a Payment Default) occurs and is continuing with
respect to the New Credit Facility permitting the Lender to accelerate
the maturity thereof (a Non-Payment Default) and if an officer of
the Lender gives written notice of the event of default to the Trustee
(a Default Notice), then, unless and until all events of default
have been cured or waived or have ceased to exist or the Trustee
receives notice thereof from such officer of the Lender terminating
the Payment Blockage Period, during the 180 days after the delivery of
such Default Notice (the Payment Blockage Period), then neither the
Company nor any other Person on its behalf shall (x) make any payment
or distribution of any kind or character with respect to any
Obligations on or with the respect to the Notes or (y) acquire any of
the Notes for cash or property or otherwise. Notwithstanding anything
herein to the contrary, (i) in no event will a Payment Blockage Period
extend beyond 180 days from the date the applicable Default Notice is
received by the Trustee and (ii) only one such Payment Blockage Period
may be commenced within any 360 consecutive days. For all purposes of
this Section 10.02(b), no event of default which existed or was
continuing on the date of the commencement of any Payment Blockage
Period with respect to the New Credit Facility shall be, or be made,
the basis for the commencement of a second Payment Blockage Period by
a representative of the Lender whether or not within a period of 360
consecutive days, unless such event of default shall have been cured
or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent action, or any breach of any
financial covenants for a period commencing after the date of
commencement of such Payment Blockage Period that, in either case,
would give rise to an event of default pursuant to any provisions
under which an event of default previously existed or was continuing
shall constitute a new event of default for this purpose). The Company
shall promptly notify the Lender if payment of the Notes is
accelerated because of an Event of Default.
|
| | (c) |  | In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited
by the foregoing provisions of this Section 10.02, such payment shall
be held in trust for the benefit of, and shall be paid over or
delivered to, the Lender. The Trustee shall be entitled to rely on
information regarding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

-67-

---



---



##### Table of Contents





| |  |  | amounts then due and owing on the New Credit Facility, if any, received from
the Lender (or its representative) or, if such information is not received from
the Lender or its representative, from the Company and only amounts included in
the information provided to the Trustee shall be paid to the Lender.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nothing contained in this Article Ten shall limit the right of the Trustee or
the Holders of Notes to take any action to accelerate the maturity of the Notes
pursuant to Section 6.02 or to pursue any rights or remedies hereunder;
provided that all amounts thereafter due or declared to be due with respect to
the New Credit Facility shall first be paid in full in cash or Cash Equivalents
before the Holders are entitled to receive any payment of any kind or character
with respect to Obligations on the Notes. In no event shall the honoring of
any request for loans or extensions under the New Credit Facility after the
occurrence or during the continuance of a default or an event of default under
the New Credit Facility be construed to be a waiver of such default or event of
default, unless such default or event of default is expressly waived in writing
by the Lender. Notwithstanding anything in this Section 10.02, once the
Trustee has received payments from the Company for the benefit of the Holders
in accordance with the provisions of Section 8.01, such payments shall not be
subject to this Article Ten.




SECTION 10.03 Notes Subordinated to Prior
Payment of New Credit Facility on Dissolution, Liquidation or
Reorganization of Company



| | (a) |  | Upon any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors
upon any liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the
Company or in a bankruptcy, reorganization, insolvency, receivership
or other similar proceeding relating to the Company or its property,
whether voluntary or involuntary, partial or complete, or by operation
of law or otherwise, all Obligations due or to become due under the
New Credit Facility shall first be paid in full in cash or Cash
Equivalents, or such payment duly provided for to the satisfaction of
the Lender, before any payment or distribution of any kind or
character is made on account of any Obligations on the Notes, or for
the acquisition of any of the Notes for cash or property or otherwise.
Upon any such dissolution, winding-up, liquidation, reorganization,
receivership or similar proceeding, any payment or distribution of
assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Notes or the
Trustee under this Indenture would be entitled, except for the
provisions hereof, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the
Trustee under this Indenture if received by them, directly to the
Lender, or to the lender under any credit agreement pursuant to which
the New Credit Facility may have been issued, for application to the
payment of amounts remaining unpaid until the New Credit Facility has
been paid in full in cash or Cash Equivalents after giving effect to
any concurrent payment, distribution or provision therefor to or for
the Lender.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-68-

---



---



##### Table of Contents





| | (b) |  | To the extent any payments of principal or interest on the New Credit
Facility (whether by or on behalf of the Company, as proceeds of
security or enforcement of any right of setoff or otherwise) are
declared to be fraudulent or preferential, set aside or required to be
paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such
payment is recovered by, or paid over to, such receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person, the
New Credit Facility or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such
payment had not occurred.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by any
Holder when such payment or distribution is prohibited by this Section
10.03, such payment or distribution shall be held in trust for the
benefit of, and shall be paid over or delivered to, the Lender, or to
the lender under any credit agreement pursuant to which the New Credit
Facility may have been issued, for application to the payment of
amounts remaining unpaid until the New Credit Facility has been paid
in full in cash or Cash Equivalents, after giving effect to any
concurrent payment, distribution or provision therefor to or for the
Lender.            
|
| | (d) |  | The consolidation of the Company with, or the merger of the Company
with or into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of all or
substantially all of its assets, to another corporation upon the terms
and conditions provided in Article Five hereof and as long as
permitted under the terms of the New Credit Facility shall not be
deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section if such other corporation shall, as a
part of such consolidation, merger, conveyance or transfer, assume the
Companys obligations hereunder in accordance with Article Five
hereof.                                                                                      

For purposes of this Article Ten, the words cash, property or securities
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which (i) is
subordinated or junior, at least to the extent provided in this Article Ten,
with respect to the payment of the New Credit Facility and to the payment in
full of all securities issued in exchange therefore to the Lender and (ii) is
not payable prior to payment in full of the Indebtedness under the New Credit
Facility; provided, however, that (x) the indebtedness under the New Credit
Facility is assumed by any new corporation or other entity resulting from any
such proceeding and (y) the rights of Lender are not, without the consent of
Lender, altered in or as the result of any such proceeding. The consolidation
of the Company with, or the merger of the Company into, another corporation 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 for in Article Five
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 10.03 if such other corporation shall, as part
of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Five.

-69-

---



---



##### Table of Contents






SECTION 10.04 Payments may be Paid Prior to Dissolution.

Nothing contained in this Article Ten or elsewhere in this Indenture shall
prevent (i) the Company, except under the conditions described in Sections
10.02 and 10.03, from making payments at any time for the purpose of making
payments of principal of and interest on the Notes, or from depositing with the
Trustee any moneys for such payments, or (ii) in the absence of actual
knowledge by the Trustee that a given payment would be prohibited by Section
10.02 or 10.03, the application by the Trustee of any moneys deposited with it
for the purpose of making such payments of principal of, and interest on, the
Notes to the Holders entitled thereto unless at least two Business Days prior
to the date upon which such payment would otherwise become due and payable a
corporate trust officer of the Trustee shall have actually received the written
notice provided for in the first sentence of Section 10.02(b) or in Section
10.07 (provided that, notwithstanding the foregoing, the Holders receiving any
payments made in contravention of Section 10.02 and/or 10.03 (and the
respective such payments) shall otherwise be subject to the provisions of
Section 10.02 and Section 10.03). The Company shall give prompt written notice
to the Trustee of any dissolution, winding-up, liquidation or reorganization of
the Company, although any delay or failure to give any such notice shall have
no effect on the subordination provisions contained herein.




SECTION 10.05 Holders to be Subrogated to Rights of Lender.

Subject to the payment in full in cash or Cash Equivalents of the New Credit
Facility, the Holders of the Notes shall be subrogated to the rights of the
Lender to receive payments or distributions of cash, property or securities of
the Company applicable to the New Credit Facility until the Notes shall be paid
in full; and, for the purposes of such subrogation, no such payments or
distributions to the Lender of any cash, property or securities to which the
Holders or the Trustee would be entitled except for the provisions of this
Article Ten, and no payment pursuant to the provisions of this Article Ten to
or for the benefit of the Lender by the Holders or the Trustee shall, as
between the Company, its creditors other than the Lender, and the Holders be
deemed to be a payment by the Company to or on account of the New Credit
Facility; and no payments or distributions of cash, property or securities to
or for the benefit of the Holders pursuant to the subrogation provisions of
this Article Ten, which would otherwise have been paid to the Lender, shall be
deemed to be a payment by the Company to or for the account of the Notes. It
is understood that the provisions of this Article Ten are and are intended
solely for the purpose of defining the relative rights of the Holders, on the
one hand, and the Lender, on the other hand. Notwithstanding anything to the
contrary in this Section 10.05, the Holders shall, under no circumstances, have
any rights or claims against the Lender for any alleged impairment of
subrogation of rights of the Holders.




SECTION 10.06 Obligations of the Company Unconditional.

Nothing contained in this Article Ten or elsewhere in this Indenture or in the
Notes is intended to or shall impair, as among the Company, its creditors other
than the Lender, and the Holders, the obligation of the Company, which is
absolute and

-70-

---



---



##### Table of Contents



unconditional, to pay to the Holders the principal of and any interest on the
Notes as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company other than the Lender, nor shall anything
herein or therein prevent the Holder of any Note or the Trustee on its behalf
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, of the Lender under this
Article Ten in respect of cash, property or securities of the Company received
upon the exercise of any such remedy, and further subject to the provisions of
Section 10.10.




SECTION 10.07 Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known
to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article Ten,
although any delay or failure to give any such notice shall have no effect on
the subordination provisions contained herein. If the Trustee shall not have
received any such notice at least two Business Days prior to its making or
receipt of such a payment in respect of the Notes, it may make or receive such
payment without further inquiry. Regardless of anything to the contrary
contained in this Article Ten or elsewhere in this Indenture, the Trustee shall
not be charged with knowledge of the existence of any default or event of
default with respect to the New Credit Facility or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing from the Company, or from the
Lender or a representative therefor, and, prior to the receipt of any such
written notice, the Trustee shall be entitled to assume (in the absence of
actual knowledge to the contrary) that no such facts exist. The Trustee shall
be entitled to rely on the delivery to it of any notice pursuant to this
Section 10.07 to establish that such notice has been given by a Lender (or a
representative therefor).




SECTION 10.08 Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in this
Article Ten, the Trustee, subject to the provisions of Article Seven hereof,
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 insolvency,
bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization
or similar case or proceeding is pending, or upon a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or the Holders of the Notes, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the Lender 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 Ten.

-71-

---



---



##### Table of Contents






SECTION 10.09 Trustees Relation to New Credit Facility.

The Trustee and any agent of the Company or the Trustee shall be entitled to
all the rights set forth in this Article Ten with respect to the New Credit
Facility and nothing in this Indenture shall deprive the Trustee or any such
agent of any of its rights as such holder.

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

Whenever a distribution is to be made or a notice given to the Lender, the
distribution may be made and the notice may be given to its representative, if
any.




SECTION 10.10 Subordination of Liens.



| | (a) |  | The Holders agree at all times, whether before, after or during the
pendency of any proceeding under Bankruptcy Law and notwithstanding
the priorities which would ordinarily result from the order of
granting or perfection of any Liens, that any Liens which the Lender
may at any time have in or with respect to any of the Security shall
constitute first priority Liens in such Security to secure the payment
and performance of the New Credit Facility and shall be superior to
any Lien or other interest at any time held by the Trustee in the
Security arising pursuant to the Granting Clause of this Indenture, by
operation of applicable law or otherwise; and any Lien or other
interests at any time held by the Trustee in any of the Security shall
be subordinate and junior in priority to any Liens at any time held by
the Lender therein. For as long as all or any portion of the
Indebtedness under the New Credit Facility remains outstanding, unpaid
or unsatisfied and the commitment of the Lender thereunder has not
been terminated, the Trustee and each Holder agrees to refrain from
taking any action to foreclose upon, take possession of, liquidate or
otherwise proceed against the Security.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | For purposes of the priorities set forth in Section 10.10(a), any
claim of right of setoff by the Trustee shall be treated in all
respects as a Lien and no claim to right of setoff by the Trustee
shall be asserted to defeat or diminish the rights or priorities
provided for herein in favor of the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (c) |  | In no event shall the Trustee institute, encourage, or join as a party
in the institution of, or assist in the prosecution of, any action,
suit or proceeding seeking a determination that the Lien of the Lender
is invalid, unperfected or unavoidable, or is or should be
subordinated to the interests of any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (d) |  | If at any time the Lender shall subordinate, in whole or in part, its
Lien upon any of the Collateral to or in favor of any other Person,
the priority of the Lenders Lien in the Security vis-a-vis the
Trustee shall not be affected thereby and the Lenders Lien shall
continue to be superior to the Trustees Lien or Liens in the Security
as provided in this Section 10.10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

-72-

---



---



##### Table of Contents





| | (e) |  | Except as otherwise permitted by this Indenture or the Notes, if the
Trustee shall receive any proceeds from any sale, liquidation,
casualty or other disposition of any of the Security, whether in
connection with the initiation of any action by the Lender or the
Trustee to enforce or foreclose upon its Lien or otherwise, the
Trustee shall be obligated to hold such proceeds in trust and promptly
turn over such proceeds, less their costs and expenses incurred in
connection with any such action, to the Lender for application to the
New Credit Facility until the New Credit Facility is paid in full and
any commitments by the Lender under the New Credit Facility have been
terminated or expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (f) |  | Without impairing, abrogating or in any way affecting the rights of
the Lender hereunder, including the relative priorities established in
Section 10.10(a) hereof, the Lender may, during any proceeding under
Bankruptcy Law, give or withhold its consent to the Companys or any
bankruptcy trustees use or consumption of any of the Security
(including cash proceeds of any of the Security) or may provide
financing or otherwise extend credit to the Company or any bankruptcy
trustee secured by a senior Lien upon any or all of the Security,
whether created, acquired or arising prior to or after the
commencement of any such proceeding, and the Trustee and the Holders
shall be deemed to have consented to the Companys or any bankruptcy
trustees use of such portion of the Security if and to the extent
consented to by the Lender. Nothing contained in this Article Ten,
including this Section 10.10, shall prohibit the Holders or the
Trustee from (i) seeking adequate protection solely in the form of a
priority claim under Bankruptcy Law subordinate to any similar claim
now or hereafter held by the Lender provided that such priority claim
is subject to the terms of this Article Ten, (ii) objecting to the
reasonableness of the terms of any proposed financing by the Lender to
the Company after the commencement of any proceeding under Bankruptcy
Law by or against the Company or (iii) requesting a replacement lien
subordinate to any lien now or hereafter held by the Lender provided
that such replacement lien is subject to the provisions of this
Article Ten. Any Lien at any time granted to or otherwise acquired by
the Trustee in any of the Security, whether such Security is created,
acquired or arises prior to or after the commencement of any such
proceeding under Bankruptcy Law, shall be subject to all of the terms
of this Section 10.10 and shall be subordinate in priority to all
Liens granted to or otherwise obtained by the Lender with respect to
any such Security, including Liens granted to or conferred upon the
Lender to secure financings in any such proceeding.
|
| | (g) |  | If the Lender consents to the sale of any or all of the Security
during any proceeding under Bankruptcy Law (whether such sale is to be
made pursuant to 11 U.S.C. §363, pursuant to a plan of reorganization
or otherwise), then the Holders shall be deemed to have consented to
any such sale and all of the terms applicable to thereto and the
Trustee shall, if requested to do so by the Lender in connection with
any such sale, promptly execute and deliver to the Lender a release of
the Holders Liens with respect to the Security to be sold.
Notwithstanding the foregoing, the Trustee shall not be obligated to
release or terminate its Lien on any proceeds of the sale, transfer or
disposition of any Security to the extent that such proceeds are (i)
not applied to the payment of the New Credit Facility in accordance
with the terms of the New Credit Facility or (ii) in excess of the
amount necessary to repay the New Credit Facility in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

-73-

---



---



##### Table of Contents





| | (h) |  | If in or as a result of any proceeding under Bankruptcy Law the Lender
returns, refunds or repays to the Company or any trustee or committee
appointed in such proceeding any payment or proceeds of any Security
in connection with any action, suit or proceeding alleging that the
Lenders receipt of such payment or proceeds was a transfer voidable
under state or federal law, then the Lender shall not be deemed ever
to have received such payment or proceeds for purposes of this Section
10.10 in determining whether and when the New Credit Facility has been
paid in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (i) |  | The Trustee shall (1) upon the request of the Lender and whether or
not an event of default exists under the New Credit Facility, release
its Liens in any of the Security concurrently with the Lenders
release of its Lien therein in connection with the Companys
authorized disposition of such Security pursuant to the terms of the
New Credit Facility and (2) if requested to do so by the Lender after
and during the continuance of an event of default under the New Credit
Facility, release its Liens in the Security in connection with and in
order to facilitate any orderly liquidation sale of such Security by
the Company or any bankruptcy trustee or receiver for the Company, and
promptly upon the request of the Lender the Trustee shall execute and
deliver such documents, instruments and agreements as are necessary to
effectuate such release and to evidence such release in the
appropriate public records. Notwithstanding the foregoing, the
Trustee shall not be obligated to release or terminate its Lien on any
proceeds of the sale, transfer or disposition of any Security to the
extent that such proceeds are (i) not applied to the payment of the
New Credit Facility in accordance with the terms of the New Credit
Facility or (ii) in excess of the amount necessary to repay the New
Credit Facility in full.
|
| | (j) |  | With respect to any insurance proceeds that may be received on the
Security, the Lender shall have the sole and exclusive right, as
against the Trustee, to adjust settlement of insurance claims in the
event of any covered loss, theft or destruction of the Security. All
proceeds of such insurance shall inure to the Lender. If such
proceeds are applied to the New Credit Facility, any proceeds
remaining after payment of the New Credit Facility and all expenses of
collection, including reasonable attorneys costs, fees and expenses,
shall be promptly remitted to the Trustee for payment of the Notes, or
to the Company, as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      




SECTION 10.11 Subordination
Rights Not Impaired by Acts or Omissions of the Company or Holders of the New Credit Facility

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

-74-

---



---



##### Table of Contents



Without in any way limiting the generality of the foregoing paragraph, the
Lender may, at any time and from time to time, without the consent of or notice
to the Trustee, without incurring responsibility to the Trustee or the Holders
of the Notes and without impairing or releasing the subordination provided in
this Article Ten or the obligations hereunder of the Holders of the Notes to
the Lender, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, the
New Credit Facility, or otherwise amend or supplement in any manner the New
Credit Facility, or any instrument evidencing the same or any agreement under
which the New Credit Facility is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing the
New Credit Facility; provided, that the Lender shall promptly deliver to the
Trustee (unless otherwise directed in writing by the Trustee or by a court of
competent jurisdiction) any proceeds remaining from the sale transfer or other
disposition of the Security after the payment in full of the New Credit
Facility or, if the Lender shall still be in possession of all or part of the
Security after such repayment, the Security or such part thereof remaining,
without representation or warranty on the part of the Lender; (iii) add or
release any Person liable in any manner for the payment or collection of the
New Credit Facility; (iv) exercise or refrain from exercising any rights
against the Company and any other Person; (v) waive any default or event of
default under the New Credit Facility; and (vi) increase or decrease the amount
of Indebtedness or the rate of interest or the amount of any other charges
payable in connection with the New Credit Facility. The Company, Trustee, and
the Holders each hereby waives any defense based on the adequacy of a remedy at
law which might be asserted as a bar to the remedy of specific performance of
this Article Ten and any action brought therefore by the Lender. To the
fullest extent permitted by applicable law, the Company, Trustee, and Holders
each hereby further waives: (A) presentment, demand, protest, notice of
protest, notice of default or dishonor, notice of payment or nonpayment and any
and all other notices and demands of any kind in connection with all negotiable
instruments evidencing all or any portion of the Indebtedness under the New
Credit Facility; (B) the right to require the Lender to enforce any Lien that
the Lender may now or hereafter have in any collateral given as security for
the Indebtedness under the New Credit Facility or to pursue any claim it may
have against any guarantor of the Indebtedness under the New Credit Facility,
as a condition to the Lenders entitlement to receive any payment on account of
the Indebtedness under the New Credit Facility; and (C) notice of any loans or
other credit made available to the Company or Restricted Subsidiaries,
extensions of time granted, amendments to the New Credit Facility or any
instrument evidencing the same or any agreement under which the New Credit
Facility is outstanding or other action taken in reliance on the provisions of
this Article Ten.




SECTION 10.12 Noteholders Authorize Trustee to Effectuate Subordination of Notes.

Each Holder of Notes by its acceptance of them authorizes and expressly directs
the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate, as between the Lender and the Holders of Notes, the
subordination provided in this Article Ten, and appoints the Trustee its
attorney-in-fact for such purposes, including (i) in the event of any
dissolution, winding-up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency, receivership,

-75-

---



---



##### Table of Contents



reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and/or
assets of the Company, the filing of a claim for the unpaid balance of its
Notes and accrued interest in the form required in those proceedings and (ii)
the execution of amendments to financing statements necessary to reflect of
record the provisions of this Article Ten and the relative priorities set forth
herein.

If the Trustee does not file a proper claim or proof of debt in the form
required in such proceeding prior to 30 days before the expiration of the time
to file such claim or claims, then the Lender or its representative are or is
hereby authorized to have the right to file and are or is hereby authorized to
file an appropriate claim for and on behalf of the Holders of said Notes.
Nothing herein contained shall be deemed to authorize the Trustee or the Lender
or its representative to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee or the Lender or its representative to vote in respect of
the claim of any Holder in any such proceeding.




SECTION 10.13 This Article Ten 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 of this Article Ten will not be construed as
preventing the occurrence of an Event of Default.




SECTION 10.14 Trustees Compensation Not Prejudiced.

Nothing in this Article Ten will apply to amounts due to the Trustee pursuant
to other sections of this Indenture.




ARTICLE ELEVEN




MISCELLANEOUS




SECTION 11.01 TIA Controls.

If any provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control; provided, however, that this Section 11.01
shall not of itself require that this Indenture or the Trustee be qualified
under the TIA or constitute any admission or acknowledgment by any party hereto
that any such qualification is required prior to the time this Indenture and
the Trustee are required by the TIA to be so qualified.

-76-

---



---



##### Table of Contents






SECTION 11.02 Notices.

Any notices or other communications required or permitted hereunder shall be in
writing, and shall be sufficiently given if made by hand delivery, by telex, by
telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:



| | if to the Company:
| | ------------------



| | National Vision, Inc.
296 Grayson Highway
Lawrenceville, GA 30045-5737
Facsimile No. (770) 822-2029
| | ---------------------------------------------------------------------------------------------------



| | Attention: General Counsel
| | --------------------------



| | with a copy to:
| | ---------------



| | Kilpatrick Stockton LLP
Suite 2800, 1100 Peachtree Street
Atlanta, GA 30309-4530
Facsimile No. (404) 815-6555
| | -------------------------------------------------------------------------------------------------------------



| | Attention: David A. Stockton
| | ----------------------------



| | if to the Trustee:
| | ------------------



| | State Street Bank and Trust Company
Goodwin Square
225 Asylum Street, 23rd Floor
Hartford, CT 06103
Facsimile No.: (860) 244-1897
| | ---------------------------------------------------------------------------------------------------------------------------------



| | Attention: Corporate Trust
Division (National Vision, Inc. 12% Senior Secured Notes due 2009)
| | ---------------------------------------------------------------------------------------------

The Company and the Trustee by written notice to the other may designate
additional or different addresses for notices to such Person. Any notice or
communication to the Company or the Trustee shall be deemed to have been given
or made as of the date so delivered if hand delivered; when answered back, if
telexed; when receipt is acknowledged, if faxed; one (1) Business Day after
mailing by reputable overnight courier and five (5) calendar days after mailing
if sent by registered or certified mail, postage prepaid (except that a notice
of change of address shall not be deemed to have been given until actually
received by the addressee).

-77-

---



---



##### Table of Contents



Any notice or communication mailed to a Holder shall be mailed to him by first
class mail or other equivalent means at his address as it appears on the
registration books of the Registrar ten (10) days prior to such mailing and
shall be sufficiently given to him if so mailed within the time prescribed.

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, it is duly given, whether
or not the addressee receives it.




SECTION 11.03 Communications by Holders with Other Holders.

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




SECTION 11.04 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:



| | (1) |  | an Officers Certificate, in form and substance satisfactory to the
Trustee, stating that, in the opinion of the signers, all conditions
precedent to be performed by the Company, if any, provided for in this
Indenture relating to the proposed action have been complied with; and                        
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent to be performed by the Company, if any,
provided for in this Indenture relating to the proposed action have
been complied with (which counsel, as to factual matters, may rely on
an Officers Certificate).

-78-

---



---



##### Table of Contents






SECTION 11.05 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 the Officers Certificate
required by Section 4.06, shall include:



| | (1) |  | a statement that the Person making such certificate or opinion has
read such covenant or condition;                                                                       
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

-79-

---



---



##### Table of Contents





| | (3) |  | a statement that, in the opinion of such Person, he has made such
examination or investigation as is reasonably necessary to enable him
to express an informed opinion as to whether or not such covenant or
condition has been complied with; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (4) |  | a statement as to whether or not, in the opinion of each such Person,
such condition or covenant has been complied with.                                                                                                                          




SECTION 11.06 Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules in accordance with the Trustees
customary practices for action by or at a meeting of Holders. The Paying Agent
or Registrar may make reasonable rules for its functions.




SECTION 11.07 Legal Holidays.

A Legal Holiday used with respect to a particular place of payment is a
Saturday, a Sunday or a day on which banking institutions in New York, New York
or at such place of payment are not required to be open. If a payment date is
a Legal Holiday at such place, payment may be made at such place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.




SECTION 11.08 Governing Law.

THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW.




SECTION 11.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.




SECTION 11.10 No Personal Liability.

No director, officer, partner, member, employee, agent or stockholder, as such,
of the Company shall have any liability for any obligations of the Company
under the Notes, this Indenture or the Registration Rights Agreement 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 the
issuance of the Notes.

-80-

---



---



##### Table of Contents






SECTION 11.11 Successors.

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




SECTION 11.12 Duplicate Originals.

All parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together shall represent the same
agreement.




SECTION 11.13 Severability.

In case any one or more of the provisions in this Indenture or in the Notes
shall be held invalid, illegal or unenforceable, in any respect for any reason,
the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be
enforceable to the full extent permitted by law.




SECTION 11.14 Independence of Covenants.

All covenants and agreements in this Indenture and the Notes shall be given
independent effect so that if any particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or otherwise be within the limitations of, another covenant shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

-81-

---



---



##### Table of Contents



SIGNATURES

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

| |  |                                                
| |  | -----------------------------------------------
| |  | NATIONAL VISION, INC.,
as Issuer               
|
| |  | By:                                            
|
| |  | 
Name:
Title:            
|
| |  |                                                
|
| |  | STATE STREET BANK AND TRUST
COMPANY, as Trustee
|
| |  | By:                                            
|
| |  | 
Name:
Title:            

-82-

---



---



##### Table of Contents






EXHIBIT A

CUSIP No.: [    ]

NATIONAL VISION, INC.

12% SENIOR SECURED NOTE DUE 2009

|           |  |  |  |  
|---------- |  |  |  | -
|No. [    ] |  |  |  | $

NATIONAL VISION, INC., a Georgia corporation (the Company), for value
received promises to pay to      or registered assigns the principal
sum of      Dollars, as described in the Indenture, but
not later than March 30, 2009.

Interest Payment Dates: March 30 and September 30, commencing September 30,
2001.

Record Dates: March 15 and September 15

Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.
The Notes under the Indenture are being issued pursuant to the Plan which
provides among other things, that the Notes are being issued in exchange for
and in satisfaction of certain claims against the Company. All terms used in
these Notes which are defined in the Indenture have the meanings assigned to
them in the Indenture.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or
by facsimile by its duly authorized officers.

|                    
|--------------------
|NATIONAL VISION, INC
|                    
|                    
|                    
|By:                 
|                    
|Name:
Title:        
|                    
|                    
|                    
|By:                 
|                    
|Name:               
|                    
|Title:              

Dated:  [    ]

A-1

---



---



##### Table of Contents



Certificate of Authentication

This is one of the 12% Senior Secured Notes due 2009 referred to in the
within-mentioned Indenture.

STATE STREET BANK AND TRUST
COMPANY, as Trustee



By:

Authorized Signatory

Date of
Authentication:  [     ]

A-2



---



##### Table of Contents



(REVERSE OF SECURITY)

12% Senior Secured Note due 2009

1.     Interest. NATIONAL VISION, INC. (f/k/a Vista Eyecare, Inc.), a Georgia
corporation (the Company), promises to pay interest on the principal amount
of this Note at the rate per annum shown above. Interest on the Notes will
accrue from the most recent date on which interest has been paid or, if no
interest has been paid, from the Effective Date. The Company will pay interest
semiannually in arrears on each Interest Payment Date, commencing September 30,
2001. Interest will be computed on the basis of a 360-day year of twelve
30-day months and, in the case of a partial month, the actual number of days
elapsed.

The Company shall pay interest on overdue principal and on overdue installments
of interest (without regard to any applicable grace periods), to the extent
lawful, from time to time on demand at the rate borne by the Notes plus 2%.

2.     Method of Payment. The Company shall pay interest on the Notes (except
Default Interest) to the Persons who are the registered Holders at the close of
business on the Record Date immediately preceding the Interest Payment Date
even if the Notes are cancelled on registration of transfer or registration of
exchange after such Record Date. The Company will pay principal and accrued
interest on the Notes to the persons who are registered holders of the Notes on
March 30, 2009. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in money of
the United States that at the time of payment is legal tender for payment of
public and private debts (U.S. Legal Tender). However, the Company may pay
principal and interest by its check payable in such U.S. Legal Tender. The
Company may deliver any such interest payment to the Paying Agent or to a
Holder at the Holders registered address.

3.     Paying Agent and Registrar. Initially, State Street Bank and Trust Company
(the Trustee) will act as Paying Agent and Registrar. The Company may change
any Paying Agent, Registrar or co-Registrar without notice to the Holders.

4.     Indenture. The Company issued the Notes under an Indenture, dated as of
June 15, 2001 (the Indenture), among the Company and the Trustee. This Note
is one of a duly authorized issue of Notes of the Company designated as its 12%
Senior Secured Notes due 2009 (the Notes). The Notes are limited (except as
otherwise provided in the Indenture) in aggregate principal amount to
$120,000,000. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the TIA), as in effect
on the date of the Indenture. Notwithstanding anything to the contrary herein,
the Notes are subject to all such terms, and Holders of Notes are referred to
the Indenture and said Act for a statement of them.

A-3

---



---



##### Table of Contents



Each Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to time in
accordance with its terms.

5.     Optional Redemption. The Notes will be redeemable, at the Companys
option, in whole at any time or in part from time to time, upon not less than
30 nor more than 60 days notice, at a redemption price equal to 100% of the
principal amount thereof, plus, in each case, accrued and unpaid interest
thereon, if any, to the date of redemption. If the Company shall consummate an
Equity Offering, the proceeds of such offering shall be used to (i) pay
(subject to waiver by the Lender) amounts owing under the New Credit Facility
and (ii) make principal payments (subject to waiver by the Holders of a
majority in aggregate principal amount of the Notes) on the Notes. In order to
effect the foregoing redemption with the proceeds of any Equity Offering, the
Company shall make such redemption not more than 120 days after the
consummation of any such Equity Offering.

6.     Notice of Redemption. Notice of redemption will be mailed at least 30 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at such Holders registered address. Notes in denominations larger
than $1,000 may be redeemed in part.

Except as set forth in the Indenture, if monies for the redemption of the Notes
called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such redemption price plus accrued interest, if any, the Notes
called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the redemption price plus accrued interest, if any.

7.     Mandatory Redemption. The Notes shall be redeemed, in whole or in part, on
each February 28 and August 31 (each such date, a Mandatory Redemption Payment
Date), by payment of 100% of Excess Cash Flow in accordance with the
provisions of Section 3.07. Excess Cash Flow shall mean Consolidated EBITDA
for the fiscal six month period expiring on the last day of each December and
June, respectively, prior to each Mandatory Redemption Payment Date (such last
day, the Balance Sheet Date, provided, however, that the initial Balance
Sheet Date shall be designated as December 31, 2001 and the initial Mandatory
Redemption Payment Date shall be February 28, 2002), plus (to the extent made,
incurred or accrued during such six month period) decreases in Working Capital,
but less (to the extent made, incurred or accrued during such six month
period), without duplication, (i) the items described in clause (ii) of the
definition of Consolidated EBITDA (exclusive of depreciation and
amortization), (ii) expenditures on capital assets, (iii) increases in Working
Capital, (iv) payments or prepayments of principal and fees or other amounts
under the New Credit Facility, (v) any optional redemption amount paid by the
Company pursuant to Section 3.03 since the most recent Mandatory Redemption
Payment Date, (vi) payments of Restructuring Expenses, and (vii) any payments
made pursuant to Section 4.14; provided, however, that any

A-4

---



---



##### Table of Contents



payment of Excess Cash Flow shall be reduced to the extent necessary so that,
after giving effect to such payment,the amount of cash possessed by the Company
as of each respective Balance Sheet Date is at least $3,000,000. Cash
possessed by the Company is determined on a consolidated basis in accordance
with GAAP. If, after any Mandatory Redemption Payment Date, it is determined,
by audit or otherwise, to record adjustments to the Companys financial
statements as of the related Balance Sheet Date (such adjustments, the
Financial Adjustments), no adjustment shall be made to the related
calculation of Excess Cash Flow, but the calculation of Excess Cash Flow next
succeeding the recording of such Financial Adjustments shall be adjusted to
give effect to such Financial Adjustments, with the effect that the dollar
amount resulting from the calculation of Excess Cash Flow related to such
Mandatory Redemption Payment Date plus the dollar amount of such succeeding
calculation of Excess Cash Flow shall be equal to the aggregate dollar amount
which would have been calculated if the applicable Financial Adjustments had
been made as of the initial relevant Balance Sheet Date and not as of such
succeeding Balance Sheet Date.

8.     Subordination. The Notes are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of the New Credit Facility of the Company.
Each Holder by his acceptance hereof agrees to be bound by such provisions and
authorizes and expressly directs the Trustee, on his behalf, to take such
action as may be necessary or appropriate to effectuate the subordination
provided for in the Indenture and appoints the Trustee his attorney-in-fact for
such purposes.

9.     Notes Secured. The Holder of this Note is entitled to the benefit of Liens
on the Security provided by the Company pursuant to the Indenture, subject to
the priorities, limitations and provisions set forth therein. For as long as
all or any portion of the Indebtedness under the New Credit Facility remains
outstanding, unpaid or unsatisfied and the commitment to the Lender thereunder
has not been terminated, the Trustee, and by accepting a Note, each Holder,
acknowledge and agree that (i) the security interest granted to the Trustee for
the benefit of the Holders in the Security shall, irrespective of the time of
perfection or creation of any security interests or other Liens in the Security
on behalf of the Lender under the New Credit Facility or the Trustee, be junior
and subordinates to the interests of such Lender and (ii) to refrain from
taking any action to foreclose upon, take possession of, liquidate or otherwise
proceed against the Security. The Notes are issued pursuant to the Indenture
and are secured by the specified tangible and intangible assets constituting
the Security to the extent provided in the Indenture.

10.     Offer to Purchase. Section 4.14 of the Indenture provides that, upon the
occurrence of a Change of Control, and subject to further limitations contained
therein, the Company will make an offer to purchase certain amounts of the
Notes in accordance with the procedures set forth in the Indenture.

A-5

---



---



##### Table of Contents



11.     Registration Rights. Pursuant to a Registration Rights Agreement among
the Company and certain Holders, the Company will be obligated to consummate a
registration for resale of such Notes.

12.     Denominations; Transfer; Exchange. The Notes are in registered form,
without coupons, and in denominations of $1,000 and integral multiples of
$1,000. A Holder shall register the transfer of or exchange Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange of any Notes or portions thereof selected for
redemption.

13.     Persons Deemed Owners. The registered Holder of a Note shall be treated
as the owner of it for all purposes.

14.     Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for one year, the Trustee and the Paying Agent will pay the
money back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

15.     Discharge Prior to Redemption or Maturity. If the Company at any time
deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the
Indenture and the Notes (including certain covenants and including, under
certain circumstances, its obligation to pay the principal of and interest on
the Notes but without affecting the rights of the Holders to receive such
amounts from such deposits).

16.     Amendment; Supplement; Waiver. Subject to certain exceptions set forth in
the Indenture, the Indenture or the Notes may be amended or supplemented with
the written consent of the Holders of a majority in aggregate principal amount
of the Notes then outstanding, and any past Default or Event of Default or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Notes to, among other things, cure
any ambiguity, defect or inconsistency, provide for uncertificated Notes in
addition to or in place of certificated Notes, comply with any requirements of
the Commission in order to effect or maintain the qualification of the
Indenture under the TIA or comply with Article Five of the Indenture or make
any other change that does not adversely affect the rights of any Holder of a
Note.

17.     Restrictive Covenants. The Indenture imposes certain limitations on the
ability of the Company and its Subsidiaries to, among other things, incur
additional Indebtedness, pay dividends or make certain other Restricted
Payments, consummate certain Asset Sales, enter into certain transactions with
Affiliates, incur liens, impose restrictions on the ability of a Subsidiary

A-6

---



---



##### Table of Contents



to pay dividends or make certain payments to the Company and its Subsidiaries,
merge or consolidate with any other Person or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the assets of the
Company. Such limitations are subject to a number of important qualifications
and exceptions. Pursuant to Section 4.06 of the Indenture, the Company must
annually report to the Trustee on compliance with such limitations.

18.     Successors. When a successor assumes, in accordance with the Indenture,
all the obligations of its predecessor under the Notes and the Indenture, the
predecessor, subject to certain exceptions, will be released from those
obligations.

19.     Defaults and Remedies. If an Event of Default occurs and is continuing,
the Trustee or the Holders of not less than 25% in aggregate principal amount
of Notes then outstanding may declare all the Notes to be due and payable in
the manner, at the time and with the effect provided in the Indenture. Holders
of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the Notes
unless it has received indemnity reasonably satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Notes then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest when due, for any reason or a
Default in compliance with Article Five of the Indenture) if it determines that
withholding notice is in their interest.

20.     Trustee Dealings with the Company and Its Subsidiaries. The Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or
their respective Affiliates as if it were not the Trustee.

21.     No Recourse Against Others. No partner, director, officer, employee,
member or stockholder, as such, of the Company shall have any liability for any
obligation of the Company under the Notes, the Indenture or the Registration
Rights Agreement 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 the issuance of the Notes.

22.     Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.

23.     Governing Law. This Note and the Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles

A-7

---



---



##### Table of Contents



of conflict of laws. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Note.

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

25.     CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes as a convenience to the Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.

The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture, which has the text of this Note.
Requests may be made to: National Vision, Inc., 296 Grayson Highway,
Lawrenceville, GA 30045-5737, Attention: General Counsel.

A-8

---



---



##### Table of Contents



ASSIGNMENT FORM

If you the Holder want to assign this Note, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Note to:







(Print or type name, address and zip code and social security or tax ID number
of assignee)

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

Dated:     Signed:

(Sign exactly as your name appears

on the other side of this Note)

Signature Guarantee:

A-9

---



---



##### Table of Contents



 ̈OPTION OF HOLDER TO ELECT PURCHASE©

If you want to elect to have this Note purchased by the Company pursuant to
Section 4.14 of the Indenture, check the box:

[  ]

If you want to elect to have only part of this Note purchased by the Company
pursuant to Section 4.14 of the Indenture, state the amount you elect to have
purchased:

$

Dated:

NOTICE: The signature on this assignment
must correspond with the name as it appears
upon the face of the within Note in every
particular without alteration or enlargement
or any change whatsoever and be guaranteed.

Signature Guarantee:

A-10

---



---



##### Table of Contents



Table of Contents

|              |  |                                                          |  |      |    | 
|------------- |  | -------------------------------------------------------- |  | ---- | -- | 
|              |  |                                                          |  | Page
|              |  | GRANTING CLAUSES                                         |  |      | 1  | 
|              |  | ARTICLE ONE  DEFINITIONS AND INCORPORATION BY REFERENCE |  |      | 2  | 
|SECTION 1.01. |  | Definitions                                              |  |      | 2  | 
|SECTION 1.02. |  | Incorporation by Reference of TIA                        |  |      | 23 | 
|SECTION 1.03. |  | Rules of Construction                                    |  |      | 23 | 
|              |  | ARTICLE TWO  THE NOTES                                  |  |      | 24 | 
|SECTION 2.01. |  | Form and Dating                                          |  |      | 24 | 
|SECTION 2.02. |  | Execution and Authentication; Aggregate Principal Amount |  |      | 24 | 
|SECTION 2.03. |  | Registrar and Paying Agent                               |  |      | 25 | 
|SECTION 2.04. |  | Paying Agent To Hold Assets in Trust                     |  |      | 26 | 
|SECTION 2.05. |  | Holder Lists                                             |  |      | 26 | 
|SECTION 2.06. |  | Transfer and Exchange                                    |  |      | 27 | 
|SECTION 2.07. |  | Replacement Notes                                        |  |      | 27 | 
|SECTION 2.08. |  | Outstanding Notes                                        |  |      | 27 | 
|SECTION 2.09. |  | Treasury Notes                                           |  |      | 28 | 
|SECTION 2.10. |  | Temporary Notes                                          |  |      | 28 | 
|SECTION 2.11. |  | Cancellation                                             |  |      | 28 | 
|SECTION 2.12. |  | Defaulted Interest                                       |  |      | 29 | 
|SECTION 2.13. |  | CUSIP Numbers                                            |  |      | 29 | 
|SECTION 2.14. |  | Deposit of Monies                                        |  |      | 30 | 
|              |  | ARTICLE THREE  REDEMPTION                               |  |      | 30 | 
|SECTION 3.01. |  | Notices to Trustee                                       |  |      | 30 | 
|SECTION 3.02. |  | Selection of Notes To Be Redeemed                        |  |      | 30 | 
|SECTION 3.03. |  | Optional Redemption                                      |  |      | 31 | 
|SECTION 3.04. |  | Notice of Redemption                                     |  |      | 31 | 
|SECTION 3.05. |  | Effect of Notice of Redemption                           |  |      | 32 | 
|SECTION 3.06. |  | Mandatory Redemption                                     |  |      | 33 | 
|SECTION 3.07. |  | Deposit of Redemption Price                              |  |      | 33 | 
|SECTION 3.08. |  | Notes Redeemed in Part                                   |  |      | 34 | 
|              |  | ARTICLE FOUR  COVENANTS                                 |  |      | 34 | 
|SECTION 4.01. |  | Payment of Notes                                         |  |      | 34 | 
|SECTION 4.02. |  | Maintenance of Office or Agency                          |  |      | 34 | 

-i-

---



---



##### Table of Contents



Table of Contents

(continued)

|              |  |                                                                               |  |      |    | 
|------------- |  | ----------------------------------------------------------------------------- |  | ---- | -- | 
|              |  |                                                                               |  | Page
|              |  |                                                                               |  |     
|SECTION 4.03. |  | Corporate Existence                                                           |  |      | 35 | 
|SECTION 4.04. |  | Payment of Taxes and Other Claims                                             |  |      | 35 | 
|SECTION 4.05. |  | Maintenance of Properties and Insurance                                       |  |      | 35 | 
|SECTION 4.06. |  | Compliance Certificate; Notice of Default                                     |  |      | 36 | 
|SECTION 4.07. |  | Compliance with Laws                                                          |  |      | 37 | 
|SECTION 4.08. |  | Reports to Holders                                                            |  |      | 37 | 
|SECTION 4.09. |  | Waiver of Stay, Extension or Usury Laws                                       |  |      | 37 | 
|SECTION 4.10. |  | Limitation on Restricted Payments                                             |  |      | 37 | 
|SECTION 4.11. |  | Limitations on Transactions with Affiliates                                   |  |      | 39 | 
|SECTION 4.12. |  | Limitation on Incurrence of Additional Indebtedness                           |  |      | 40 | 
|SECTION 4.13. |  | Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries. |  |      | 41 | 
|SECTION 4.14. |  | Change of Control                                                             |  |      | 41 | 
|SECTION 4.15. |  | Limitation on Asset Sales                                                     |  |      | 43 | 
|SECTION 4.16. |  | Limitation on Preferred Stock of Restricted Subsidiaries                      |  |      | 44 | 
|SECTION 4.17. |  | Limitation on Liens                                                           |  |      | 44 | 
|SECTION 4.18. |  | INTENTIONALLY OMITTED                                                         |  |      | 44 | 
|SECTION 4.19. |  | DTC and PORTAL Eligibility                                                    |  |      | 44 | 
|SECTION 4.20. |  | Conduct of Business                                                           |  |      | 45 | 
|SECTION 4.21. |  | Protection of Security; Acknowledgment of Pledge                              |  |      | 45 | 
|              |  | ARTICLE FIVE  SUCCESSOR CORPORATION                                          |  |      | 46 | 
|SECTION 5.01. |  | Merger, Consolidation and Sale of Assets                                      |  |      | 46 | 
|SECTION 5.02. |  | Successor Corporation Substituted                                             |  |      | 47 | 
|              |  | ARTICLE SIX  REMEDIES                                                        |  |      | 47 | 
|SECTION 6.01. |  | Events of Default                                                             |  |      | 47 | 
|SECTION 6.02. |  | Acceleration                                                                  |  |      | 49 | 
|SECTION 6.03. |  | Other Remedies                                                                |  |      | 49 | 
|SECTION 6.04. |  | Waiver of Past Defaults                                                       |  |      | 50 | 
|SECTION 6.05. |  | Control by Majority                                                           |  |      | 50 | 
|SECTION 6.06. |  | Limitation on Suits                                                           |  |      | 50 | 
|SECTION 6.07. |  | Right of Holders To Receive Payment                                           |  |      | 51 | 
|SECTION 6.08. |  | Collection Suit by Trustee                                                    |  |      | 51 | 
|SECTION 6.09. |  | Trustee May File Proofs of Claim                                              |  |      | 51 | 
|SECTION 6.10. |  | Priorities                                                                    |  |      | 52 | 
|SECTION 6.11. |  | Undertaking for Costs                                                         |  |      | 52 | 

-ii-

---



---



##### Table of Contents



(continued)

|               |  |                                                                                                                      |  |  |    |  |  | 
|-------------- |  | -------------------------------------------------------------------------------------------------------------------- |  |  | -- |  |  | 
|               |  | ARTICLE SEVEN  TRUSTEE                                                                                              |  |  | 53 |  |  | 
|SECTION 7.01.  |  | Duties of Trustee                                                                                                    |  |  | 53 |  |  | 
|SECTION 7.02.  |  | Rights of Trustee                                                                                                    |  |  | 54 |  |  | 
|SECTION 7.03.  |  | Individual Rights of Trustee                                                                                         |  |  | 55 |  |  | 
|SECTION 7.04.  |  | Trustees Disclaimer                                                                                                 |  |  | 55 |  |  | 
|SECTION 7.05.  |  | Notice of Default                                                                                                    |  |  | 55 |  |  | 
|SECTION 7.06.  |  | Reports by Trustee to Holders                                                                                        |  |  | 56 |  |  | 
|SECTION 7.07.  |  | Compensation and Indemnity                                                                                           |  |  | 56 |  |  | 
|SECTION 7.08.  |  | Replacement of Trustee                                                                                               |  |  | 57 |  |  | 
|SECTION 7.09.  |  | Successor Trustee by Merger, Etc.                                                                                    |  |  | 58 |  |  | 
|SECTION 7.10.  |  | Eligibility; Disqualification                                                                                        |  |  | 58 |  |  | 
|SECTION 7.11.  |  | Preferential Collection of Claims Against Company                                                                    |  |  | 58 |  |  | 
|               |  | ARTICLE EIGHT  DISCHARGE OF INDENTURE; DEFEASANCE                                                                   |  |  | 59 |  |  | 
|SECTION 8.01.  |  | Termination of Companys Obligations                                                                                 |  |  | 59 |  |  | 
|SECTION 8.02.  |  | Application of Trust Money                                                                                           |  |  | 61 |  |  | 
|SECTION 8.03.  |  | Repayment to the Company                                                                                             |  |  | 62 |  |  | 
|SECTION 8.04.  |  | Reinstatement                                                                                                        |  |  | 62 |  |  | 
|SECTION 8.05.  |  | Release of Security                                                                                                  |  |  | 62 |  |  | 
|SECTION 8.06.  |  | Acknowledgment of Discharge by Trustee                                                                               |  |  | 63 |  |  | 
|               |  | ARTICLE NINE  MODIFICATION OF THE INDENTURE                                                                         |  |  | 63 |  |  | 
|SECTION 9.01.  |  | Without Consent of Holders                                                                                           |  |  | 63 |  |  | 
|SECTION 9.02.  |  | With Consent of Holders                                                                                              |  |  | 64 |  |  | 
|SECTION 9.03.  |  | Compliance with TIA                                                                                                  |  |  | 65 |  |  | 
|SECTION 9.04.  |  | Revocation and Effect of Consents                                                                                    |  |  | 65 |  |  | 
|SECTION 9.05.  |  | Notation on or Exchange of Notes                                                                                     |  |  | 65 |  |  | 
|SECTION 9.06.  |  | Trustee to Sign Amendments, Etc.                                                                                     |  |  | 66 |  |  | 
|SECTION 9.07.  |  | Effect on New Credit Facility                                                                                        |  |  | 66 |  |  | 
|               |  | ARTICLE TEN  SUBORDINATION OF NOTES                                                                                 |  |  | 66 |  |  | 
|SECTION 10.01. |  | Notes Subordinated to New Credit Facility                                                                            |  |  | 66 |  |  | 
|SECTION 10.02. |  | Suspension of Payment When New Credit Facility is in Default.                                                        |  |  | 67 |  |  | 
|SECTION 10.03. |  | Notes Subordinated to Prior Payment of New Credit Facility
on Dissolution, Liquidation or Reorganization of Company. |  |  | 68 |  |  | 

-iii-

---



---



##### Table of Contents



Table of Contents

(continued)

|               |  |                                                                                                              |  |  |     |  |  | 
|-------------- |  | ------------------------------------------------------------------------------------------------------------ |  |  | --- |  |  | 
|SECTION 10.04. |  | Payments may be Paid Prior to Dissolution                                                                    |  |  | 70  |  |  | 
|SECTION 10.05. |  | Holders to be Subrogated to Rights of Lender                                                                 |  |  | 70  |  |  | 
|SECTION 10.06. |  | Obligations of the Company Unconditional                                                                     |  |  | 70  |  |  | 
|SECTION 10.07. |  | Notice to Trustee                                                                                            |  |  | 71  |  |  | 
|SECTION 10.08. |  | Reliance on Judicial Order or Certificate of Liquidating Agent.                                              |  |  | 71  |  |  | 
|SECTION 10.09. |  | Trustees Relation to New Credit Facility                                                                    |  |  | 72  |  |  | 
|SECTION 10.10. |  | Subordination of Liens                                                                                       |  |  | 72  |  |  | 
|SECTION 10.11. |  | Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of the New Credit Facility. |  |  | 74  |  |  | 
|SECTION 10.12. |  | Noteholders Authorize Trustee to Effectuate Subordination of Notes.                                          |  |  | 75  |  |  | 
|SECTION 10.13. |  | This Article Ten Not to Prevent Events of Default                                                            |  |  | 76  |  |  | 
|SECTION 10.14. |  | Trustees Compensation Not Prejudiced.                                                                       |  |  | 76  |  |  | 
|               |  | ARTICLE ELEVEN  MISCELLANEOUS                                                                               |  |  | 76  |  |  | 
|SECTION 11.01. |  | TIA Controls                                                                                                 |  |  | 76  |  |  | 
|SECTION 11.02. |  | Notices                                                                                                      |  |  | 77  |  |  | 
|SECTION 11.03. |  | Communications by Holders with Other Holders                                                                 |  |  | 78  |  |  | 
|SECTION 11.04. |  | Certificate and Opinion as to Conditions Precedent                                                           |  |  | 78  |  |  | 
|SECTION 11.05. |  | Statements Required in Certificate or Opinion                                                                |  |  | 79  |  |  | 
|SECTION 11.06. |  | Rules by Trustee, Paying Agent, Registrar                                                                    |  |  | 80  |  |  | 
|SECTION 11.07. |  | Legal Holidays                                                                                               |  |  | 80  |  |  | 
|SECTION 11.08. |  | Governing Law                                                                                                |  |  | 80  |  |  | 
|SECTION 11.09. |  | No Adverse Interpretation of Other Agreements                                                                |  |  | 80  |  |  | 
|SECTION 11.10. |  | No Personal Liability                                                                                        |  |  | 80  |  |  | 
|SECTION 11.11. |  | Successors                                                                                                   |  |  | 81  |  |  | 
|SECTION 11.12. |  | Duplicate Originals                                                                                          |  |  | 81  |  |  | 
|SECTION 11.13. |  | Severability                                                                                                 |  |  | 81  |  |  | 
|SECTION 11.14. |  | Independence of Covenants                                                                                    |  |  | 81  |  |  | 
|Exhibit A      |  | -Form of Initial Note                                                                                        |  |  | A-1 |  |  | 

Note: This Table of Contents shall not, for any purpose, be deemed to be part
of this Indenture

-iv-

---