<PAGE>   1
                                                                    EXHIBIT 4.4




                                                                  EXECUTION COPY
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                               QUAKER HOLDING CO.





                   11 1/2% SENIOR DISCOUNT DEBENTURES DUE 2008

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                                    INDENTURE


                           Dated as of August 7, 1997


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                       STATE STREET BANK AND TRUST COMPANY

                                     TRUSTEE

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<PAGE>   2

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                            Page
<S>                                                                                                                          <C>
ARTICLE 1    DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    Section 1.01.    Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    Section 1.02.    Other Definitions.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Section 1.03.    Incorporation By Reference of Trust Indenture Act  . . . . . . . . . . . . . . . . . . . . . . . . . .  16
    Section 1.04.    Rules of Construction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    Section 1.05.    Compliance Certificates and Opinions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    Section 1.06.    Form of Documents Delivered To Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    Section 1.07.    Acts of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE 2    THE NOTES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    Section 2.01.    Form and Dating  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    Section 2.02.    Execution and Authentication   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    Section 2.03.    Registrar and Paying Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Section 2.04.    Paying Agent to Hold Money in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Section 2.05.    Lists of Holders of the Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Section 2.06.    Transfer and Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
    Section 2.07.    Replacement Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
    Section 2.08.    Outstanding Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Section 2.09.    Treasury Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Section 2.10.    Temporary Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Section 2.11.    Cancellation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Section 2.12.    Defaulted Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    Section 2.13.    Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    Section 2.14.    CUSIP Number   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    Section 2.15.    Computation of Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25

ARTICLE 3    REDEMPTION AND PREPAYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    Section 3.01.    Election to Redeem; Notice to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    Section 3.02.    Selection by Trustee of Notes to Be Redeemed   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    Section 3.03.    Notice of Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    Section 3.04.    Effect of Notice of Redemption.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    Section 3.05.    Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    Section 3.06.    Notes Payable on Redemption Date   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    Section 3.07.    Notes Redeemed in Part   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    Section 3.08.    Optional Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    Section 3.09.    Mandatory Redemption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    Section 3.10.    Offer to Purchase by Application of Excess Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . .  28

ARTICLE 4    COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    Section 4.01.    Payment of Principal, Premium and Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    Section 4.02.    Maintenance of Office or Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    Section 4.03.    Money for Payments to Be Held In Trust.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    Section 4.04.    Reports.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Section 4.05.    Statement as to Compliance; Notice of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Section 4.06.    Payment of Taxes and Other Claims.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    Section 4.07.    Stay, Extension, Usury Laws.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    Section 4.08.    Corporate Existence.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
    Section 4.09.    Offer to Repurchase Upon Change of Control   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
    Section 4.10.    Asset Sales.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<S>                                                                                                                          <C>
    Section 4.11.    Limitation on Restricted Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
    Section 4.12.    Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.  . . . . . . . . . . . . . .  40
    Section 4.13.    Transactions with Affiliates   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
    Section 4.14.    Dividend and Other Payment Restrictions Affecting Subsidiaries   . . . . . . . . . . . . . . . . . . .  43
    Section 4.16     Sales of Accounts Receivables.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
    Section 4.17.    No Restrictions on Consummation of Merger.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45

ARTICLE 5    SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
    Section 5.01.    Merger, Consolidation, or Sale of All or Substantially All Assets  . . . . . . . . . . . . . . . . . .  45
    Section 5.02.    Successor Corporation Substituted.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

ARTICLE 6    DEFAULTS AND REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
    Section 6.01.    Events of Default and Notice Thereof.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
    Section 6.02.    Acceleration   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
    Section 6.03.    Other Remedies.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
    Section 6.04.    Waiver of Past Defaults.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
    Section 6.05.    Control by Majority.       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
    Section 6.06.    Limitation on Suits.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
    Section 6.07.    Rights of Holders of Notes to Receive Payment.   . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
    Section 6.08.    Collection Suit by Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
    Section 6.09.    Trustee May File Proofs of Claim.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
    Section 6.10.    Priorities.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
    Section 6.11.    Undertaking for Costs.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

ARTICLE 7    TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
    Section 7.01.    Duties of Trustee.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
    Section 7.02.    Rights of Trustee.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
    Section 7.03.    Individual Rights of Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
    Section 7.04.    Trustee's Disclaimer.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
    Section 7.05.    Notice of Defaults.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
    Section 7.06.    Reports by Trustee to Holders of the Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
    Section 7.07.    Compensation and Indemnity.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
    Section 7.08.    Replacement of Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
    Section 7.09.    Successor Trustee by Merger, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
    Section 7.10.    Eligibility; Disqualification.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
    Section 7.11.    Preferential Collection of Claims Against the Company.   . . . . . . . . . . . . . . . . . . . . . . .  55
    Section 7.12.    Rights of Holders with Respect to Time Method and Place  . . . . . . . . . . . . . . . . . . . . . . .  55

ARTICLE 8    LEGAL DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
    Section 8.01.    Option to Effect Defeasance or Covenant Defeasance.  . . . . . . . . . . . . . . . . . . . . . . . . .  55
    Section 8.02.    Legal Defeasance and Discharge.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
    Section 8.03.    Covenant Defeasance.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
    Section 8.04.    Conditions to Defeasance or Covenant Defeasance.   . . . . . . . . . . . . . . . . . . . . . . . . . .  56
    Section 8.05.    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.    57
    Section 8.06.    Repayment to Company.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                                                          <C>
    Section 8.07.    Reinstatement.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

ARTICLE 9    AMENDMENT, SUPPLEMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
    Section 9.01.    Without Consent of Holders of Notes.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
    Section 9.02.    With Consent of Holders of Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
    Section 9.03.    Compliance with TIA.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
    Section 9.04.    Revocation and Effect of Consents.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
    Section 9.05.    Notation on or Exchange of Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

ARTICLE 10   SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
    Section 10.01    Satisfaction and Discharge of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
    Section 10.02    Application of Trust  Money  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

ARTICLE 11   MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
    Section 11.01.   Conflict of Any Provision of Indenture with TIA  . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
    Section 11.02.   Notices.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
    Section 11.03.   Communication by Holders of Notes with Other Holders of Notes.   . . . . . . . . . . . . . . . . . . .  64
    Section 11.04.   Certificate and Opinion as to Conditions Precedent.  . . . . . . . . . . . . . . . . . . . . . . . . .  64
    Section 11.05.   Legal Holidays.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
    Section 11.06.   No Personal Liability of Directors, Officers, Employees and Stockholders.  . . . . . . . . . . . . . .  65
    Section 11.07.   Governing Law.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
    Section 11.08.   No Adverse Interpretation of Other Agreements.   . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
    Section 11.09.   Successors and Assigns.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
    Section 11.10.   Severability.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
    Section 11.11.   Counterpart Originals.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
    Section 11.12.   Table of Contents, Headings, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
</TABLE>


                                    EXHIBITS

EXHIBIT A            FORM OF NOTE
EXHIBIT B            FORM OF ASSUMPTION AGREEMENT





                                      iii
<PAGE>   5
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
         Trust Indenture                                                             Indenture Section
         Act Section
         <S>                                                                                  <C>
         310(a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.10
             (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.10
             (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.10
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.10
             (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
         311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.11
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.11
             (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
         312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11.03
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11.03
             (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11.03
         313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.06
             (b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.06; 7.07
             (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.06; 10.02
             (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.06
         314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4.04; 11.02
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11.04
             (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11.04
             (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (f)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
         315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.01
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.05; 11.02
             (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.01
             (d)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7.01
             (e)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6.11
         316(a)(last sentence)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.09
             (a)(1)(A)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6.05
             (a)(1)(B)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6.04
             (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6.07
         317(a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6.08
             (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6.09
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2.04
         318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11.01
             (b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   N.A.
             (c)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11.01
</TABLE>
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.





                                       iv

<PAGE>   6
         INDENTURE dated as of August 7, 1997 between Quaker Holding Co., a
Delaware corporation (the "Issuer"), and State Street Bank and Trust Company,
as trustee (the "Trustee").  The Company and the Trustee agree as follows for
the benefit of each other and for the equal and ratable benefit of the Holders
of the 11 1/2% Senior Discount Debentures due 2008 (the "Notes").


                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.    DEFINITIONS.

         Set forth below are certain defined terms used in this Indenture.

         "Accounts Receivable Subsidiary" means any newly created, Wholly Owned
Subsidiary of the Company (i) which is formed solely for the purpose of, and
which engages in no activities other than activities in connection with,
financing accounts receivable of the Company and/or its Restricted
Subsidiaries, (ii) which is designated by the Board of Directors of the Company
as an Accounts Receivables Subsidiary pursuant to a Board Resolution set forth
in an Officers' Certificate and delivered to the Trustee, (iii) that has total
assets at the time of such designation with a book value not exceeding $500,000
plus the reasonable fees and expenses required to establish such Accounts
Receivable Subsidiary and any accounts receivable financing, (iv) no portion of
Indebtedness or any other obligation (contingent or otherwise) of which (a) is
at any time recourse to or obligates the Company or any Restricted Subsidiary
of the Company in any way, other than pursuant to (I) representations and
covenants entered into in the ordinary course of business in connection with
the sale of accounts receivable to such Accounts Receivable Subsidiary or (II)
any guarantee of any such accounts receivable financing by the Company or any
Restricted Subsidiary that is permitted to be incurred pursuant to the covenant
described in Section 4.12 hereof, or (b) subjects any property or asset of the
Company or any Restricted Subsidiary of the Company, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
(I) representations and covenants entered into in the ordinary course of
business in connection with sales of accounts receivable or (II) any guarantee
of any such accounts receivable financing by the Company or any Restricted
Subsidiary that is permitted to be incurred pursuant to the covenant described
in Section 4.12 hereof, (v) with which neither the Company nor any Restricted
Subsidiary of the Company has any contract, agreement, arrangement or
understanding other than contracts, agreements, arrangements and understandings
entered into in the ordinary course of business in connection with sales of
accounts receivable in accordance with the covenant described in Section 4.16
hereof and fees payable in the ordinary course of business in connection with
servicing accounts receivable and (vi) with respect to which neither the
Company nor any Restricted Subsidiary of the Company has any obligation (a) to
subscribe for additional shares of Capital Stock or other Equity Interests
therein or make any additional capital contribution or similar payment or
transfer thereto other than in connection with the sale of accounts receivable
to such Accounts Receivable Subsidiary in accordance with the covenant
described in Section 4.16 hereof or (b) to maintain or preserve the solvency or
any balance sheet term, financial condition, level of income or results of
operations thereof.

         "Accreted Value" means, as of any date of determination prior to
August 1, 2002, with respect to any Note, the sum of (a) the initial offering
price (which shall be calculated by discounting the





<PAGE>   7
aggregate principal amount at maturity of such Note at a rate of 11 1/2% per
annum, compounded semi-annually on each February 1 and August 1 from August 1,
2002 to the date of issuance) of such Note and (b) the portion of the excess of
the principal amount of such Note over such initial offering price which shall
have been accreted thereon through such date, such amount to be so accreted on
a daily basis at a rate of 11 1/2 % per annum of the initial offering price of
such Note, compounded semi-annually on each February 1 and August 1 from the
date of issuance of the Notes through the date of determination, computed on
the basis of a 360-day year of twelve 30-day months.

         "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person merges
with or into or becomes a Subsidiary of such specified Person including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person or assumed in
connection with the acquisition of any asset used or useful in a Permitted
Business acquired by such Person.

         "Adjusted Consolidated Net Income" means, with respect to any Person
for any period, the Consolidated Net Income of such Person for such period
plus, to the extent deducted in calculating Consolidated Net Income, the sum of
(i) 100% of the aggregate amortization of intangibles (less any tax benefit
recorded by such Person as a result of such amortization), plus, with respect
to the Company, up to $25.0 million of charges arising from any write-off of
intangibles reflected on the Company's balance sheet as of March 31, 1997, for
such period of such Person and its Restricted Subsidiaries, (ii) 100% of
non-cash compensation expense for such period incurred by such Person and its
Restricted Subsidiaries related to stock options or other Equity Interests
granted to the employees or directors of such Person and its Restricted
Subsidiaries and (iii) expenses and charges of the Company and DecisionOne
Corp. related to the Merger which are paid, taken or otherwise accounted for
within 90 days of the consummation of the Merger.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For purposes of this definition "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with") as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

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

         "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets (including, without limitation, by way of a sale and
leaseback) other than (A) in the ordinary course of business  or (B) sales of
accounts receivables to the Accounts Receivables Subsidiary in accordance with
Section 4.16 hereof (provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole will be governed by Section 4.09 hereof and/or
Section 5.01 hereof and not by the provisions of Section 4.10 hereof); and (ii)
the issue by any Restricted Subsidiary of the Company of any Equity Interests
of such Restricted Subsidiary and the sale by the Company or any of its
Restricted Subsidiaries of Equity Interests of any of the Company's
Subsidiaries, in the case of clauses (i) and (ii), whether in a single
transaction or series of related transactions (a) that have a fair market value
in excess of $1.0 million or (b) for net proceeds in excess of $1.0 million.
Notwithstanding the foregoing: (1) a transfer of assets by the Company to a
Restricted





                                       2
<PAGE>   8
Subsidiary or by a Restricted Subsidiary to the Company or to another
Restricted Subsidiary, (2) an issuance of Equity Interests by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary, (3) a Restricted
Payment that is permitted by Section 4.11 hereof, (4) the sale and leaseback of
any assets within 90 days of the acquisition of such assets, (5) foreclosures
on assets and (6) a disposition of Cash Equivalents in the ordinary course of
business will not be deemed to be Asset Sales.

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP)
of the obligation of the lessee for net rental payments during the remaining
term of the lease included in such sale and leaseback transaction (including
any period for which such lease has been extended or may, at the option of the
lessor, be extended).

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

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

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

         "Business" shall have the meaning assigned to such term in Article 11,
Rule 11-01(d) of Regulation S-X, promulgated pursuant to the Securities Act, as
such regulation is in effect on the date of this Indenture.

         "Business Day" means any day other than a Legal Holiday.

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

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

         "Cash Equivalents" means (i) Government Securities, (ii) any
certificate of deposit maturing not more than 365 days after the date of
acquisition issued by, or time deposit of, an Eligible Institution or any
lender under the New Credit Facility, (iii) commercial paper maturing not more
than 365 days after the date of acquisition of an issuer (other than an
Affiliate of the Company) with a rating, at the time as of which any investment
therein is made, of "A-3" (or higher) according to S&P or "P-2" (or higher)
according to Moody's or carrying an equivalent rating by a nationally
recognized rating agency if both of the two named rating agencies cease
publishing ratings of investments, (iv) any bankers acceptances





                                       3
<PAGE>   9
or money market deposit accounts issued by an Eligible Institution and (v) any
fund investing exclusively in investments of the types described in clauses (i)
through (iv) above.

         "Change of Control" means the occurrence of any of the following: (i)
any sale, lease, transfer, conveyance or other disposition (other than by way
of merger or consolidation) in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole to any "person" (as defined in Section 13(d) of the Exchange Act) or
"group" (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
other than the Principals and their Related Parties; (ii) the adoption of a
plan for the liquidation or dissolution of the Company; (iii) the Company
consolidates with, or merges with or into, another "person" (as defined above)
or "group" (as defined above) in a transaction or series of related
transactions in which the Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any transaction
where (A) the outstanding Voting Stock of the Company is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee corporation and (B) either (1) the "beneficial owners" (as defined
in Rule 13d-3 under the Exchange Act) of the Voting Stock of the Company
immediately prior to such transaction own, directly or indirectly through one
or more Subsidiaries, not less than a majority of the total Voting Stock of the
surviving or transferee corporation immediately after such transaction or (2)
if, immediately prior to such transaction the Company is a direct or indirect
Subsidiary of any other Person (such other Person, the "Parent Holding
Company"), then the "beneficial owners" (as defined above) of the Voting Stock
of such Parent Holding Company immediately prior to such transaction own,
directly or indirectly through one or more Subsidiaries, not less than a
majority of the Voting Stock of the surviving or transferee corporation
immediately after such transaction; (iv) the consummation of any transaction or
series of related transactions (including, without limitation, by way of merger
or consolidation) the result of which is that any "person" (as defined above)
or "group" (as defined above) other than the Principals and their Related
Parties becomes the "beneficial owner" (as defined above) of more than 50% of
the voting power of the Voting Stock of the Company or any Parent Holding
Company of the Company or (v) the first day on which a majority of the members
of the Board of Directors of the Company or any Parent Holding Company of the
Company are not Continuing Directors.

         "Closing Date" means the closing date of the sale and original
issuance of the Notes under this Indenture.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the common stock of the Company, par value .01
per share.

         "Company" means the Issuer, as obligor under the Notes, until the
Merger, whereupon the term shall refer to Holdings, unless and until a
successor replaces Holdings in accordance with Article 5 hereof, and thereafter
includes such successor.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period, plus, to the extent deducted in computing
Consolidated Net Income, (i) provision for taxes based on income or profits of
such Person and its Restricted Subsidiaries for such period, (ii) Fixed Charges
of such Person for such period, (iii) depreciation and amortization (including
amortization of goodwill and other intangibles) and all other non-cash charges
(excluding any such non-cash charge to the extent that it represents (x) an
accrual of or reserve for cash charges in any future period, (y) amortization
of a prepaid cash expense that was paid in a prior period or (z) amortization
attributable to rotable inventory which has been capitalized in





                                       4
<PAGE>   10
accordance with GAAP) of such Person and its Restricted Subsidiaries for such
period, (iv) any net loss realized in connection with any Asset Sale and any
extraordinary or non-recurring loss, in each case, on a consolidated basis
determined in accordance with GAAP and (v) expenses and charges of the Company
or DecisionOne Corp. related to the Merger which are paid, taken or otherwise
accounted for within 90 days of the consummation of the Merger.
Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, the Fixed Charges of, and the depreciation and amortization and
other non-cash charges of, a Restricted Subsidiary of a Person shall be added
to Consolidated Net Income to compute Consolidated Cash Flow only to the extent
(and in the same proportion) that the Net Income of such Restricted Subsidiary
was included in calculating the Consolidated Net Income of such Person.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of:  (a) the interest expense of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP (including amortization of original issue discount,
non-cash interest payments, the interest component of all payments associated
with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net payments, if any,
pursuant to Hedging Obligations; provided, however, that in no event shall any
amortization of deferred financing costs be included in Consolidated Interest
Expense) and (b) consolidated capitalized interest of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided, however, that (i) the Net Income or loss of any Person
that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions paid to the referent Person or a Restricted
Subsidiary thereof in cash, (ii) the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to, the date of such
acquisition shall be excluded and (iii) the cumulative effect of a change in
accounting principles,shall be excluded.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company or any Parent Holding Company
of the Company who (i) was a member of such Board of Directors immediately
after consummation of the Merger, including the Offering and the application of
the net proceeds thereof, or (ii) was nominated for election or elected to such
Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board at the time of such nomination or election or
any successor Continuing Directors appointed by such Continuing Directors (or
their successors).

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "DecisionOne Corp." means DecisionOne Corporation, a Delaware
corporation, or its successors.

         "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.





                                       5
<PAGE>   11
         "Designated Preferred Stock" means preferred stock of the Company
(other than Disqualified Stock) that is issued for cash (other than to a
Restricted Subsidiary) and is so designated as Designated Preferred Stock,
pursuant to an Officers' Certificate executed by the principal executive
officer and the principal financial officer of the Company, on the issuance
date thereof, the cash proceeds of which are excluded from the calculation set
forth in clause (c) of Section 4.11 hereof.

         "Disqualified Stock" means, with respect to any Person, any Capital
Stock that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, is exchangeable for Indebtedness (except to the extent
exchangeable at the option of such Person subject to the terms of any debt
instrument to which such Person is a party), or is redeemable at the option of
the Holder thereof, in whole or in part, on or prior to August 1, 2008;
provided, however, that if such Capital Stock is issued to any plan for the
benefit of employees of the Company or its Subsidiaries or by any such plan to
such employees, such Capital Stock shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Company in order to
satisfy applicable statutory or regulatory obligations.

         "Eligible Institution" means a commercial banking institution that has
combined capital and surplus not less than $100.0 million or its equivalent in
foreign currency, whose short-term debt is rated "A-3" or higher according to
S&P or "P-2" or higher according to Moody's or carrying an equivalent rating by
a nationally recognized rating agency if both of the two named rating agencies
cease publishing ratings of investments.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Equity Offering" means any (i) issuance of common stock or preferred
stock by the Company (other than Disqualified Stock) that is registered
pursuant to the Securities Act, other than issuances registered on Form S-8
under the Securities Act and issuances registered on Form S-4 under the
Securities Act, and (ii) any private issuance of common stock or preferred
stock by the Company (other than Disqualified Stock), excluding, in the case of
clauses (i) and (ii) above, issuances of common stock pursuant to employee
benefit plans of the Company or its Restricted Subsidiaries or otherwise as
compensation to employees of the Company or its Restricted Subsidiaries.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the New Credit Facility
or the Senior Subordinated Notes) in existence on the date of this Indenture
until such amounts are repaid.

         "Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period.  In the event that the Company or
any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems or
repays any Indebtedness (other than revolving credit borrowings) or issues or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated but on or





                                       6
<PAGE>   12
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee, redemption or repayment of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable four-quarter reference period.  For purposes of
making the computation referred to above, (i) the Consolidated Cash Flow of the
Company shall include (a) the Consolidated Cash Flow of the Company and its
Restricted Subsidiaries for the latest four-quarter period for which
consolidated internal financial statements of the Company are available as
derived from such financial statements plus or minus (b) with respect to any
Business or Qualified Contracts that have been acquired by the Company or any
of its Restricted Subsidiaries, including through mergers or consolidations,
after the first day of the applicable four-quarter period and prior to the
Calculation Date, the result of (1) the Consolidated Cash Flow of such Business
or Qualified Contracts for the most recent three-month period prior to such
acquisition for which internal financial statements in respect of such acquired
Business or Qualified Contracts are available times four multiplied by (2) a
fraction the numerator of which is 365 minus the number of days during the
relevant four-quarter period for which the results of operations of such
Business or Qualified Contracts were included in clause (a) of this sentence
and the denominator of which is 365, (ii) the acquisition of any Business or
Qualified Contracts that has been made by the Company or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions after the first day of the applicable
four-quarter period and on or prior to the Calculation Date shall give pro
forma effect to financing transactions (including the incurrence of Acquired
Debt) in connection with the acquisition of such Business or Qualified
Contracts, as if such acquisition had occurred at the beginning of the
applicable reference period, and (iii) the Consolidated Cash Flow and expenses
attributable to discontinued operations as determined in accordance with GAAP,
and operations, Businesses and Qualified Contracts disposed of prior to the
Calculation Date shall be excluded.  For purposes of the foregoing clause (i),
the Consolidated Cash Flow attributable to any Business or Qualified Contracts
acquired by the Company or any Restricted Subsidiary of the Company shall be
calculated utilizing the actual revenues attributable to such Business or
Qualified Contracts for the applicable period and the expenses that would have
been attributable to such Business or Qualified Contracts had the Company
acquired such Business or Qualified Contracts at the beginning of the
applicable three-month period, as determined in good faith by the Company,
taking into account the Company's historical expenses in connection with the
provision of similar services for similar equipment under similar contracts.
If since the beginning of the applicable four-quarter period any Person (that
subsequently becomes a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made or engaged in any Investment, disposition of operations, Businesses
or Qualified Contracts, or merger or consolidation, or shall have discontinued
any operations or acquired any Business or Qualified Contracts that would have
required adjustment pursuant to this definition had such Person been a
Restricted Subsidiary at the time of such Investment, disposition, merger,
consolidation, discontinued operation or acquisition, then "Consolidated Cash
Flow" shall be calculated giving pro forma effect thereto for such period as if
such Investment, acquisition, disposition, merger, consolidation or
discontinued operation had occurred at the beginning of the applicable
four-quarter period.

         "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of (i) the Consolidated Interest Expense of such
Person for such period and (ii) any interest expense on Indebtedness of another
Person that is guaranteed by the referent Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries (whether or not such guarantee or Lien is called upon)
and (iii) the product of (a) all cash dividend payments of the Company or any
Restricted Subsidiary of the Company on any series of preferred stock of the





                                       7
<PAGE>   13
Company or such Restricted Subsidiary times (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current
combined federal, state and local statutory tax rate of such Person, expressed
as a decimal, in each case, on a consolidated basis and in accordance with
GAAP.

         "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 on the date of this
Indenture; provided, however, that all reports and other financial information
provided by the Company to the Holders, the Trustee and/or the Commission shall
be prepared in accordance with GAAP, as in effect on the date of such report or
other financial information.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States of America is
pledged.

         "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.

         "Hedging 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 or foreign exchange rates.

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

         "Holdings" means DecisionOne Holdings Corp., a Delaware corporation,
the corporate parent of DecisionOne Corp.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing Capital
Lease Obligations or the balance deferred and unpaid of the purchase price of
any property, except any such balance that constitutes an accrued expense or
trade payable, or representing any Hedging Obligations, if and to the extent
any of the foregoing indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all indebtedness of others secured
by a Lien on any asset of such Person (whether or not such indebtedness is
assumed by such Person), the maximum fixed repurchase price of Disqualified
Stock issued by such Person and the liquidation preference of preferred stock
issued by such Person, in each case, if held by any Person other than the
Company or a Wholly Owned Restricted Subsidiary of the Company, and, to the
extent not otherwise included, the guarantee by such Person of any indebtedness
of any other Person; provided that Indebtedness shall not include the pledge





                                       8
<PAGE>   14
by the Company of the Capital Stock of an Unrestricted Subsidiary of the
Company to secure Non-Recourse Debt of such Unrestricted Subsidiary.

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

         "Initial Sale" means (i) the first transaction after the commencement
of any accounts receivable financing arrangement in which accounts receivable
are sold by the Company and/or its Restricted Subsidiaries to an Accounts
Receivable Subsidiary and (ii) the first transaction following any amendment to
any such arrangement pursuant to which the class of eligible receivables to be
purchased pursuant to such arrangement is expanded in which such expanded class
of accounts receivable are sold by the Company and/or its Restricted
Subsidiaries to an Accounts Receivable Subsidiary.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees), advances or capital contributions
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, and all
other items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP; provided that an acquisition of assets,
Equity Interests or other securities by the Company for consideration
consisting of common equity securities of the Company shall not be deemed to be
an Investment.  If the Company or any Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.11 hereof.

         "Investors' Agreement" means the investors' agreement, dated as of
August 7, 1997, among DecisionOne Holdings Corp., DLJ Merchant Banking Partners
II, L.P. and affiliated funds, a limited number of institutional investors and
certain members of management of the Company, as amended from time to time.

         "Legal Holiday" means a Saturday, Sunday or a day on which banking
institutions in the City of New York, the city where the principal office of
the Trustee is located, or at a place of payment are authorized by law,
regulation or executive order to remain closed.  If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday.

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

         "Management Loans" means one or more loans by the Company or
DecisionOne Corp. to officers and/or directors of the Company and any of its
Restricted Subsidiaries to finance the purchase by such officers and directors
of common stock of Holdings; provided, however, that the aggregate principal
amount of all such Management Loans outstanding at any time shall not exceed
$10.0 million.





                                       9
<PAGE>   15
         "Merger" means the merger of the Issuer with and into Holdings, with
Holdings continuing as the surviving corporation.

         "Moody's" means Moody's Investor Services, Inc.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions)
or (b) the extinguishment of any Indebtedness of such Person or any of its
Restricted Subsidiaries, and (ii) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss), and (iii) with respect to the Company, the
after-tax amount of any interest income with respect to the Intercompany Note.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness (other than Indebtedness of the Company or any
Restricted Subsidiary referred to in clause (a) or (b) of the second paragraph
of Section 4.10 hereof secured by a Lien on the asset or assets that are the
subject of such Asset Sale and any reserve for adjustment in respect of the
sale price of such asset or assets established in accordance with GAAP.

         "New Credit Facility" means that certain credit agreement, dated as of
August 7, 1997, by and among DecisionOne Corp., Donaldson, Lufkin & Jenrette
Securities Corporation, as arranger, DLJ Capital Funding, Inc., as syndication
agent, and the lenders party thereto, including any related notes, guarantees,
collateral documents, instruments and agreement executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced
refinanced from time to time, including any agreement extending the maturity of
or refinancing or refunding all or any portion of the Indebtedness thereunder
or increasing the amount that may be borrowed under such agreement or any
successor agreement, whether or not among the same parties.

         "Non-Recourse Debt" means Indebtedness (i) no default with respect to,
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and (ii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock (other
than the stock of an Unrestricted Subsidiary pledged by the Company to secure
debt of such Unrestricted Subsidiary) or assets of the Company or any of its
Restricted Subsidiaries; provided, however, that in no event shall Indebtedness
of any Unrestricted Subsidiary fail to be Non-Recourse Debt solely as a result
of any default provisions contained in a guarantee thereof by the Company or
any of its Restricted Subsidiaries if the Company or such Restricted Subsidiary
was otherwise permitted to incur such guarantee pursuant to this Indenture.





                                       10
<PAGE>   16
         "Notes" means the Company's 11 1/2% Senior Discount Debentures due
2008 issued in compliance with this Indenture.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Offering" means the offering and sale of units (the "Units")
consisting of the Notes and warrants to purchase shares of common stock of the
Company pursuant to a prospectus, dated as of July 30, 1997, contained or
incorporated in the Registration Statement.

         "Offerings" means the Offering and the concurrent offering of the 
11 1/2% Senior Subordinated Notes  due 2207 by DecisionOne Corp.  pursuant to a
prospectus dated as of July 30, 1997, contained or incorporated in a
Registration Statement on Form S-1 (No. 333-28539) filed with the Commission on
June 3, 1997 and all exhibits, schedules and amendments thereto.

         "Officer" means the Chairman of the Board, the President, any Vice
President or the Secretary of the Company.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two officers of the Company, one of whom must be the Chairman of the
Board, the President, a Vice President or the Secretary of the Company that
meets the requirements set forth in Section 1.05 hereof.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who shall be acceptable to the Trustee, in form and
substance satisfactory to the Trustee.  Each such opinion shall include the
statements provided for in TIA Section 314(e) to the extent applicable.

         "Pari Passu Indebtedness" means Indebtedness of the Company that ranks
pari passu in right of payment to the Notes.

         "Permitted Business" means the equipment maintenance or support
services business or any business reasonably ancillary or related thereto.

         "Permitted Investments" means (i) Investments in the Company or in a
Restricted Subsidiary of the Company, (ii) Investments in cash or Cash
Equivalents, (iii) Investments by the Company or any Restricted Subsidiary of
the Company in a Person if, as a result of such Investment, (a) such person
becomes a Restricted Subsidiary of the Company 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 a Restricted
Subsidiary of the Company, (iv) Investments in accounts and notes receivable
acquired in the ordinary course of business, (v) any non-cash consideration
received in connection with an Asset Sale that complies with Section 4.10
hereof, (vi) loans and advances to officers, directors and employees for
business-related travel expenses, moving expenses and other similar expenses,
in each case, incurred in the ordinary course of business, (vii) any guarantees
permitted to be made pursuant to Section 4.12 hereof, (viii) Investments in any
Accounts Receivable Subsidiary made in connection with the formation of any
Accounts Receivable Subsidiary or received in consideration of sales of
accounts receivable, in each case, in accordance with Section 4.16 hereof, (ix)
the Intercompany Note and (x) the Management Loans.





                                       11
<PAGE>   17
         "Permitted Liens" means (i) Liens on assets of DecisionOne Corp. and
its Subsidiaries; (ii) Liens in favor of the Company; (iii) Liens created by
Restricted Subsidiaries of the Company to secure Indebtedness of such
Restricted Subsidiaries to the Company or to other Wholly Owned Restricted
Subsidiaries of the Company; (iv) the pledge of the capital stock of
DecisionOne Corp. to secure the New Credit Facility; (v) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business; (vi) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (vii) carriers',
warehousemen's, mechanics', landlords', materialmen's, repairmen's or other
similar Liens arising in the ordinary course of business that are not
delinquent or remain payable without penalty; (viii) easements, rights-of-way,
restrictions and other similar encumbrances incurred in the ordinary course of
business that, in the aggregate, are not substantial in amount, and that do not
in any case materially detract from the value of the property subject thereto
or interfere with the ordinary conduct of the businesses of the Company; (ix)
Liens arising by operation of law in connection with judgments to the extent,
for an amount and for a period not resulting in an Event of Default with
respect thereto; (x) any customary retention of title by the lessor under a
Capital Lease Obligation incurred in compliance with Section 4.12 hereof; (xi)
Liens in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision thereof, to
secure partial, progress, advance or other payments; (xii) Liens (other than
any Lien imposed by the Employee Retirement Income Security Act of 1974)
consisting of pledges or deposits required in the ordinary course of business
in connection with workers' compensation, unemployment insurance and other
social security legislation; (xiii) Liens arising solely by virtue of any
statutory or common law provision relating to banker's liens, rights of set-off
or similar rights and remedies, in each case as to deposit accounts or other
funds maintained with a creditor depository institution; provided that (A) such
deposit account is not a dedicated cash collateral account and is not subject
to restrictions against access by the Company in excess of those set forth by
regulations promulgated by the Federal Reserve Board, and (B) such deposit
account is not intended by the Company to provide collateral to the depository
institution; (xiv) Liens on property of a Person existing at the time such
Person is merged into or consolidated with the Company; provided that such
Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company; and (xv) Liens on property
existing at the time of acquisition thereof by the Company, provided that such
Liens were in existence prior to the contemplation of such acquisition.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that: (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount of
(or accredit value, if applicable), plus accrued interest on, the Indebtedness
so extended, refinanced, renewed, replaced, defeased or refunded (plus the
amount of reasonable expenses and premiums incurred in connection therewith);
(ii) such Permitted Refinancing Indebtedness has a final maturity date at least
as late as the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and is subordinated in right of payment to,
the Notes on terms at least as





                                       12
<PAGE>   18
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is Pari Passu Indebtedness, such
Permitted Refinancing Indebtedness has a final maturity date on or later than
the final maturity date of, and is subordinated or pari passu in right of
payment to, the Notes on terms at least as favorable to the Holders of Notes as
those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

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

         "Principals" means DLJ Merchant Banking, Inc., DLJ Offshore Partners
II C.V., DLJ Diversified Partners, L.P. DLJMB Funding II, Inc., UK Investment
Plan 1997 Partners and DLJ ESC LLC and each of their respective Affiliates.

         "Qualified Contract" means any contract for the provision of computer
maintenance and/or technology support services with respect to which the
Company and its Restricted Subsidiaries have not received notice that the
counterparty to such contract intends to terminate such contract prior to the
expiration of its term or not to renew such contract at the end of its term.

         "Qualified Proceeds" means any of the following or any combination of
the following:  (i) cash, (ii) Cash Equivalents, (iii) assets that are used or
useful in a Permitted Business and (iv) the Capital Stock of any Person engaged
in a Permitted Business 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 of the Company or any Restricted Subsidiary of
the Company 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.

         "Receivables Fees" means distributions or payments made directly or by
means of discounts with respect to any participation interests issued or sold
in connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any receivables financing permitted pursuant to
Section 4.16 hereof.

         "Registration Statement" means the Registration Statement (No.
333-28539) on Form S-1 relating to the Units filed with the Commission on June
3, 1997 and all exhibits, schedules and amendments thereto.

         "Related Party" means, with respect to the Principals, (i) any
controlling stockholder or partner of any Principal on the date of this
Indenture, or (ii) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding
(directly or through one or more Subsidiaries) a 51% or more controlling
interest of which consist of the Principals and/or such other Persons referred
to in the immediately preceding clauses (i) or (ii).

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





                                       13
<PAGE>   19
         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "S&P"  means Standard & Poor's Ratings Group.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Specified Agreements" means the Investors' Agreement and the Tax
Sharing Agreement.

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of Voting Stock is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person or one
or more Subsidiaries of such Person (or any combination thereof); provided,
however, that the Accounts Receivable Subsidiary and its Subsidiaries shall not
be deemed Subsidiaries of the Company or any of its other Subsidiaries.

         "Tax Sharing Agreement" means the tax sharing agreement, dated as of
August 7, 1997, among the Company, DecisionOne Corp., and the DecisionOne
Corp's Subsidiaries on the date of this Indenture, as amended from time to
time.

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

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

         "Unrestricted Subsidiary" means any Subsidiary (other than DecisionOne
Corp.) that is designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such
Subsidiary: (i) has no Indebtedness other than Non- Recourse Debt; (ii) is not
party to any agreement, contract, arrangement or understanding with the Company
or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (iii) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person's financial condition or
to cause such Person to achieve any specified levels, of operating results; and
(iv) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.  Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing





                                       14
<PAGE>   20
with the Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions and was permitted by Section 4.11
hereof.  If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as a Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.12 hereof, the Company
shall be in default of such covenant).  The Board of Directors of the Company
may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (i) such Indebtedness is permitted under Section 4.12 hereof and
(ii) no Default or Event of Default would be in existence following such
designation.

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock
of any other class or classes shall have, or might have, voting power by reason
of the happening of any contingency).

         "Warrant Agreement" means the Warrant Agreement, dated as of the date
of this Indenture, between the Company and State Street Bank and Trust Company,
as warrant agent.

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

         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all the outstanding Capital Stock or other ownership
interests of which (other than directors' qualifying shares) shall at the time
be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries
of such Person or by such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.





                                       15
<PAGE>   21
SECTION 1.02.    OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                          Term                                                                          Defined in
                                                                                                          Section
                          <S>                                                                              <C>
                          "Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1.07
                          "Affiliate Transaction" . . . . . . . . . . . . . . . . . . . . . . . . .        4.13
                          "Asset Sale Offer"  . . . . . . . . . . . . . . . . . . . . . . . . . . .        3.10
                          "Change of Control Offer" . . . . . . . . . . . . . . . . . . . . . . . .        4.09
                          "Change of Control Payment" . . . . . . . . . . . . . . . . . . . . . . .        4.09
                          "Change of Control Payment Date"  . . . . . . . . . . . . . . . . . . . .        4.09
                          "Covenant Defeasance" . . . . . . . . . . . . . . . . . . . . . . . . . .        8.03
                          "DTC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2.01
                          "Electronic Message"  . . . . . . . . . . . . . . . . . . . . . . . . . .        2.02
                          "Event of Default"  . . . . . . . . . . . . . . . . . . . . . . . . . . .        6.01
                          "Excess Proceeds" . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4.10
                          "Financier" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4.16
                          "incur" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4.12
                          "Legal Defeasance"  . . . . . . . . . . . . . . . . . . . . . . . . . . .        8.02
                          "Offer Amount"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3.10
                          "Offer Period"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3.10
                          "Paying Agent"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2.03
                          "Payment Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . .        6.01
                          "Permitted Debt"  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4.12
                          "Purchase Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3.10
                          "Promissory Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4.19
                          "Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2.03
                          "Restricted Payments" . . . . . . . . . . . . . . . . . . . . . . . . . .        4.11
                          "Separation Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2.02
                          "Units" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1.01
                          "Warrant Endorsement" . . . . . . . . . . . . . . . . . . . . . . . . . .        2.02
</TABLE>

SECTION 1.03.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

                 "indenture securities" means the Notes;

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

                 "indenture to be qualified" means this Indenture;





                                       16
<PAGE>   22
                 "indenture trustee" or "institutional trustee" means the
Trustee;

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

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

SECTION 1.04.    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;

                 (3)      "or" is not exclusive;

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

                 (5)      provisions apply to successive events and 
                          transactions; and

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

SECTION 1.05.    COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion (other than the certificates required by
Section 4.05(a) hereof) with respect to compliance with a condition or covenant
provided for in this Indenture shall comply with the provisions of TIA 314(e)
and shall include:

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

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





                                       17
<PAGE>   23
         (c)     a statement that, in the opinion of each such individual, he
or she has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

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

SECTION 1.06.    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 1.07.    ACTS OF HOLDERS.

         (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to TIA Section 315) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

         (b)     The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner that the Trustee
deems sufficient.

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





                                       18
<PAGE>   24
         (d)     If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of such Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so.  Notwithstanding
TIA Section 316(c), any such record date shall be the record date specified in
or pursuant to such Board Resolution, which shall be a date not more than 30
days prior to the first solicitation of Holders generally in connection
therewith and no later than the date such solicitation is completed.

         If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Notes then outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the Notes
then outstanding shall be computed as of such record date; provided that no
such request, demand, authorization, direction, notice, consent, waiver or
other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not
later than six months after the record date.

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


                                   ARTICLE 2
                                   THE NOTES

SECTION 2.01.    FORM AND DATING

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture.  The Notes may have
notations, legends or endorsements approved as to form by the Company and
required by law, stock exchange rule, agreements to which the Company is
subject, or usage.  Each Note shall be dated the date of its authentication.
The Notes shall be issuable in registered form, without coupons, and only in
denominations of $1,000 and integral multiples thereof.

         Notes issued in global form shall be substantially as set forth in
Exhibit A hereto (including the text referred to in footnotes 1 and 2 thereto).
Notes issued in definitive form shall be substantially as set forth in Exhibit
A hereto (but without the text referred to in footnotes 1 and 2 thereto).  Each
Note in global form shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Note in global form to reflect the amount of any increase
or decrease in the amount of outstanding Notes represented thereby shall be
made by the Trustee or the Depositary in accordance with instructions given





                                       19
<PAGE>   25
by the Holder thereof as required by Section 2.06.  The Company initially
appoints The Depository Trust Company ("DTC") to act as Depositary with respect
to the Notes in global form.

SECTION 2.02.    EXECUTION AND AUTHENTICATION.

         One Officer of the Company shall sign the Notes for the Company by
manual or facsimile signature.  The Company's seal shall be reproduced on the
Notes and may be in facsimile form.

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

         A Note shall not be valid until authenticated by the manual signature
of the Trustee.  The signature of the Trustee shall be conclusive evidence that
the Note has been authenticated under this Indenture.  The form of Trustee's
certificate of authentication to be borne by the Notes shall be substantially
as set forth in Exhibit A hereto.

         The Trustee shall, upon a written order of the Company signed by an
Officer of the Company, authenticate Notes for original issue up to an
aggregate principal amount at maturity of Notes stated in the Notes.  The
aggregate principal amount at maturity of Notes outstanding at any time shall
not exceed such amount except as provided in Section 2.07 hereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes.  Unless limited by the terms of such
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 agent.  An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the
Company.

         All Notes issued prior to the separation described below shall have
printed or overprinted thereon the following (the "Warrant Endorsement"):

         THE NOTES EVIDENCED BY THIS CERTIFICATE ARE NOT TRANSFERABLE
         SEPARATELY FROM THE WARRANTS ATTACHED HERETO ORIGINALLY SOLD AS A UNIT
         WITH THE NOTES UNTIL THE EARLIEST TO OCCUR OF (I) FEBRUARY 7, 1998
         (II) SUCH EARLIER DATE AS THE UNDERWRITER MAY DETERMINE AND (III) THE
         OCCURRENCE OF A CHANGE OF CONTROL, (THE "SEPARATION DATE").  PRIOR TO
         SUCH DATE, THE NOTES EVIDENCED BY THIS CERTIFICATE MAY BE TRANSFERRED
         ONLY IN INTEGRAL MULTIPLES OF $1,000 PRINCIPAL AMOUNT OF NOTES AND
         ONLY WITH THE SIMULTANEOUS TRANSFER TO THE TRANSFEREE OF ONE WARRANT
         FOR EACH $1,000 PRINCIPAL AMOUNT SO TRANSFERRED.

         Under the terms of the warrant agreement relating to the Warrants (the
         "Warrant Agreement"), the holder of this security may at any time on
         or after the Separation Date, at its option, by notice to the Trustee
         elect to separate or separately transfer the Notes and the Warrants
         represented hereby, in whole or in part, for a definitive Warrant
         Certificate or Warrant Certificates or a beneficial interest in a
         Global Warrant (as defined in the Warrant Agreement) evidencing the
         underlying Warrants and for a Note or Notes or a beneficial interest
         in a global Note of a like aggregate principal amount at maturity of
         authorized denominations and not containing a Warrant Endorsement in
         accordance with the Indenture (such surrender and exchange being
         referred to





                                       20
<PAGE>   26
         herein as a "Separation" and the related Warrants being referred to as
         "Separated"); provided that no delay or failure on the part of the
         Trustee or the Warrant Agent to exchange this security and Note or
         Notes shall affect the Separation of the Notes and the Warrants
         represented hereby or their separate transferability.  Until such
         separation, the holder of this security is, for each $1,000 principal
         amount of Notes, also the record owner of one Warrant expiring August
         1, 2007, each to purchase 1.9 shares of common stock of the Company,
         par value $.01 per share (the "Common Stock," subject to adjustment as
         provided in the Warrant Agreement.  The Company has deposited with the
         Trustee, as custodian for the Holder of the Notes bearing this Warrant
         Endorsement, a certificate or certificates for such Warrants to
         purchase an aggregate of _______ shares of Common Stock (subject to
         adjustment as provided in the Warrant Agreement).  Prior to the
         separation of the Notes and the Warrants as described above, record
         ownership of such Warrants is transferable only by the transfer of
         this Note on the Note register maintained by the Company pursuant to
         the Indenture.  After such separation, ownership of a Warrant is
         transferable only by the transfer of the certificate representing such
         Warrant in accordance with the provisions of the Warrant Agreement.

         By accepting a security bearing this Warrant Endorsement, each holder
         of this security shall be bound by all of the terms and provision of
         the Warrant Agreement (a copy of which is available on request to the
         Company or the Warrant Agent).

         Election to Exercise.  On or after the Separation Date, the Warrants
         may be exercised by obtaining from the Trustee, as custodian for
         holders of securities bearing this Warrant Endorsement, the required
         forms of election to exercise, declaration from and instructions for
         payment of the Exercise Price (as such term is defined in the Warrant
         Agreement).  Upon receiving the required forms and payment of such
         Exercise Price, the Trustee as custodian for the Holder of the
         security bearing this Warrant Endorsement, shall exercise such
         Warrants in accordance with the provisions of the Warrant Agreement.

         Election of Exchange.  The holder hereof may elect to separate its
         Notes and Warrants and to exchange this security (representing
         ownership of __________ Warrants evidenced by Warrant Certificates
         deposited with the Trustee) for a new Note in the principal amount
         hereof and a Warrant Certificate in the amount of said _______________
         Warrants either by (i) completing and signing in the space below or
         (ii) delivery of a computer-generated message transmitted by DTC to
         the Trustee (an "Electronic Message").

                 Dated:

                 Name of Holder of this security:________________________

                 Address:_________________________ 

                         _________________________

                 Signature:_______________________

                 Note:  The above signature must correspond with the name as
                 written upon the face of this security in every
                 particular,without alteration or enlargement whatever and if
                 the certificate representing any principal amount at maturity
                 of this security or the associated Warrants is to be
                 registered in a name other than that in which this security is
                 registered.





                                       21
<PAGE>   27
         By delivery of this security or upon receipt of an Electronic Message,
         the holder hereof hereby irrevocably instructs the Trustee (A) to
         issue in the name of such registered holder a new Note (CUSIP 243458
         AB 2) not containing the above Warrant Endorsement in the principal
         amount equal to the principal amount hereof and (B) to deliver this
         security to the Warrant Agent pursuant to the provisions of the
         Warrant Agreement with instructions to issue in the name of, or
         release to, such holder a Warrant Certificate (CUSIP 243458114)
         representing the number of Warrants equal to the number of Warrants
         represented by this security or with respect to which an Electronic
         Message has been received and, if applicable, to issue a new Warrant
         Certificate to replace the Warrant Certificate held on deposit by the
         Trustee as custodian representing the number of Warrants equal to the
         difference between (x) the number of Warrants represented by the
         Warrant Certificate so held on deposit and (y) the number of Warrants
         represented by this security or with respect to which an Electronic
         Message has been received."

         Until any Note and the Warrant with which it is initially issued are
separated or separately transferred pursuant to the terms of the Warrant
Endorsement, the Trustee shall hold such Warrant as custodian on behalf of the
holder of such Note bearing such legends.

SECTION 2.03.    REGISTRAR AND PAYING AGENT.

         The Company shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar") and (ii) an office or agency where Notes may be
presented for payment ("Paying Agent") within the City of and the State of New
York or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their respective addresses set forth in the register
of Holders; provided that all payments with respect to Notes represented by one
or more permanent global Notes will be paid by wire transfer of immediately
available funds to the account of the Depository Trust Company or any successor
thereto.  The Registrar shall keep a register of the Notes and of their
transfer and exchange.  The Company may appoint one or more co-Registrars and
one or more additional paying agents.  The term "Paying Agent" includes any
additional paying agent.  The Company may change any Paying Agent, Registrar or
co-Registrar without prior notice to any Holder.  The Company shall notify the
Trustee in writing and the Trustee shall notify the Holders of the name and
address of any Agent not a party to this Indenture.  The Company may act as
Paying Agent, Registrar or co-Registrar.  The Company shall enter into an
appropriate agency agreement with any Agent not a party to this Indenture,
which shall be subject to any obligations imposed by the provisions of the TIA.
The agreement shall implement the provisions of this Indenture that relate to
such Agent.  The Company shall notify the Trustee 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 hereof.

         The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of notices and demands in connection with the Notes.

SECTION 2.04.    PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all money held by the Paying Agent for the payment
of principal of, premium, if any, and interest on the Notes, and shall notify
the Trustee of any Default by the Company in making any such payment.  While
any such Default





                                       22
<PAGE>   28
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee and to account for any funds disbursed.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee.  Upon
payment over to the Trustee, the Paying Agent (if other than the Company) shall
have no further liability for the money delivered to the Trustee.  If the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.05.    LISTS OF HOLDERS OF THE NOTES.

         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
Holders and shall otherwise comply with TIA Section  312(a).  If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven (7)
Business Days before each interest payment date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders, including
the aggregate principal amount at maturity of the Notes held by each thereof,
and the Company shall otherwise comply with TIA Section  312(a).

SECTION 2.06.    TRANSFER AND EXCHANGE.

         When Notes are presented to the Registrar with a request to register
the transfer or to exchange them for an equal principal amount of Notes of
other denominations, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met; provided, however,
that any Note presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar and the Trustee duly executed by the Holder
thereof or by his attorney duly authorized in writing.  To permit registrations
of transfer and exchanges, the Company shall issue and the Trustee shall
authenticate Notes at the Registrar's request, subject to such rules as the
Trustee may reasonably require.

         Neither the Company nor the Registrar shall be required to (i) issue,
register the transfer of or exchange Notes during a period beginning at the
opening of business on a Business Day fifteen (15) days before the day of any
selection of Notes for redemption or purchase under Section 3.01 hereof and
ending at the close of business on the day of selection, (ii) register the
transfer of or exchange any Note so selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part or (iii)
register the transfer or exchange of a Note between a record date and the next
succeeding interest payment date.

         No service charge shall be made to any Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.10, 3.06 or 9.05 hereof, which shall be paid by the Company).

         Prior to due presentment to the Trustee for registration of the
transfer of any Note, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of, premium, if any, and
interest on such Note and for all other purposes whatsoever, whether or not
such Note is overdue, and none of the Trustee, any Agent nor the Company shall
be affected by notice to the contrary.





                                       23
<PAGE>   29
SECTION 2.07.    REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note and the ownership thereof, the Company shall issue and the
Trustee, upon the written order of the Company signed by an Officer of the
Company, shall authenticate a replacement Note if the Trustee's requirements
for replacements of Notes are met.  If required by the Trustee or the Company,
an indemnity bond must be supplied by the Holder that is sufficient in the
reasonable judgment of the Trustee and the Company to protect the Company, the
Trustee, each Agent and each authenticating agent from any loss which any of
them may suffer if a Note is replaced.  The Company and the Trustee may charge
for its expenses in replacing a Note.

         Every replacement Note is an additional Obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and ratably
with all other Notes duly issued hereof.

SECTION 2.08.    OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section 2.08 as not outstanding.  If a
Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser.  If the principal amount of any Note is
considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue.  Subject to Section 2.09 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company
holds the Note.

SECTION 2.09.    TREASURY NOTES.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes
which a Responsible Officer of the Trustee knows to be so owned shall be so
considered.  Notwithstanding the foregoing, Notes that are to be acquired by
the Company or an Affiliate of the Company pursuant to an exchange offer,
tender offer or other agreement shall not be deemed to be owned by such entity
until legal title to such Notes passes to such entity.

SECTION 2.10.    TEMPORARY NOTES.

         Until definitive Notes are ready for delivery, the Company may prepare
and upon the written order of the Company signed by an Officer of the Company
the Trustee shall authenticate temporary Notes.  Temporary Notes shall be
substantially in the form of definitive Notes but may have variations that the
Company and the Trustee consider appropriate for temporary Notes.  Without
unreasonable delay, the Company shall prepare and the Trustee, upon receipt of
the written order of the Company signed by an Officer of the Company, shall
authenticate definitive Notes in exchange for temporary Notes.  Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.





                                       24
<PAGE>   30
SECTION 2.11.    CANCELLATION.

         The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation.  Subject to Section 2.07
hereof, the Company may not issue new Notes to replace Notes that it has
redeemed or paid or that have been delivered to the Trustee for cancellation.
All cancelled Notes held by the Trustee shall be destroyed and certification of
their destruction delivered to the Company, unless by a written order, signed
by an Officer of the Company, the Company shall direct that cancelled Notes be
returned to it.

SECTION 2.12.    DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Notes, the
Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, which date shall be at the
earliest practicable date but in all events at least five (5) Business Days
prior to the payment date, in each case at the rate provided in the Notes and
in Section 4.01 hereof.  The Company shall fix or cause to be fixed each such
special record date and payment date, and shall, promptly thereafter, notify
the Trustee of any such date.  At least fifteen (15) days before the special
record date, the Company (or the Trustee, in the name of and at the expense of
the Company) shall mail to Holders, at their addresses as they appear on the
register of Notes maintained by the Registrar, a notice that states the special
record date, the related payment date and the amount of such interest to be
paid.

SECTION 2.13.    RECORD DATE.

         The record date for purposes of determining the identity of Holders
entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture shall be determined as provided for in TIA
Section  316(c).

SECTION 2.14.    CUSIP NUMBER.

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

SECTION 2.15.    COMPUTATION OF INTEREST.

         Interest on the Notes will be computed on the basis of a 360-day year
comprised of twelve 30-day months.





                                       25
<PAGE>   31
                                   ARTICLE 3
                           REDEMPTION AND PREPAYMENT

SECTION 3.01.    ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Notes pursuant to Section
3.08 shall be evidenced by a Board Resolution.  In case of any redemption at
the election of the Company, the Company shall, at least 45 but not more than
60 days prior to the redemption date fixed by it (unless a shorter notice
period shall be satisfactory to the Trustee for its convenience), notify the
Trustee pursuant to an Officers' Certificate of (i) such redemption date, (ii)
the principal amount of Notes to be redeemed and (iii) the clause of this
Indenture pursuant to which the redemption shall occur.

SECTION 3.02.    SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed at any time,
selection of Notes for redemption will be made by the Trustee in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not so listed, on a pro rata
basis, by lot or by such other method as the Trustee deems fair and
appropriate, provided that no Notes with a principal amount at maturity of
$1,000 or less shall be redeemed in part.

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

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

SECTION 3.03.    NOTICE OF REDEMPTION.

         Subject to the provisions of Section 3.10 hereof, notice of redemption
shall be mailed by first class mail, postage prepaid, 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.

         All notices of redemption shall state:

                 (a)      the redemption date;

                 (b)      the redemption price;

                 (c)      if less than all Notes then outstanding are to be
                          redeemed, the identification (and, in the case of a
                          Note to be redeemed in part, the principal amount) of
                          the particular Notes to be redeemed;

                 (d)      that on the redemption date the redemption price will
                          become due and payable upon each such Note or portion
                          thereof, and that (unless the Company shall





                                       26
<PAGE>   32
                          default in payment of the redemption price) interest
                          thereon shall cease to accrue and original issue
                          discount will cease to accrete on or after said date;

                 (e)      the places or places where such Notes are to be
                          surrendered for payment of the redemption price;

                 (f)      that Notes called for redemption must be surrendered
                          to the Paying Agent to collect the redemption price;

                 (g)      the CUSIP number, if any, relating to such Notes, and

                 (h)      in the case of a Note to be redeemed in part, the
                          principal amount of such Note to be redeemed and that
                          after the redemption date upon surrender of such
                          Note, a new Note or Notes in the aggregate principal
                          amount at maturity equal to the unredeemed portion
                          thereof will be issued.

         Notice of redemption of Notes to be redeemed at the election of the
Company shall be given by the Company or, at its request, by the Trustee in the
name and at the expense of the Company.

SECTION 3.04.    EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Sections 3.03,
3.10 or 4.09 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price.  A notice of redemption
may not be conditional.

SECTION 3.05.    DEPOSIT OF REDEMPTION PRICE.

         Prior to 11:00 a.m. on any redemption date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 4.03
hereof) an amount of money in same day funds (or New York Clearing House funds
if such deposit is made prior to the applicable redemption date) sufficient to
pay the redemption price of, and accrued interest on, all the Notes or portions
thereof which are to be redeemed on that date.

SECTION 3.06.    NOTES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Notes so to
be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified and from and after such date (unless the
Company shall default in the payment of the redemption price and accrued
interest) such Notes shall cease to bear interest.  Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Company at the redemption price together with accrued interest to the
redemption date.

         If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal thereof (and premium, if any, thereon)
shall, until paid, bear interest from the redemption date at the rate borne by
such Note.





                                       27
<PAGE>   33
SECTION 3.07.    NOTES REDEEMED IN PART.

         Any Note which is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 4.02 hereof (with, if the Company, the Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Registrar or the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and a new Note in
principal amount equal to the unpurchased or unredeemed portion will be issued
in the name of the Holder thereof upon cancellation of the original Note. On
and after the purchase or redemption date, unless the Company defaults in
payment of the purchase or redemption price, interest shall cease to accrue on
Notes or portions thereof purchased or called for redemption.

SECTION 3.08.    OPTIONAL REDEMPTION.

         (a)     Except as described in this Section 3.08, the Notes will not
be redeemable at the Company's option prior to August 1, 2002.  Thereafter, the
Notes will be subject to redemption at the option of the Company, in whole or
in part, upon not less than 30 nor more than 60 days' written notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, together with accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on August
1 of each of the years indicated below:

<TABLE>
<CAPTION>
                                                                   PERCENTAGE
                                                                      OF
                                                                   PRINCIPAL
YEAR                                                                 AMOUNT
----                                                                --------
<S>                                                                 <C>
2002  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       105.750%
2003  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       103.833%
2004  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       101.917%
2005 and thereafter . . . . . . . . . . . . . . . . . . . . .       100.000%
</TABLE>

         In addition, prior to  August 1, 2000, the Company may, at its option,
on any one or more occasions, redeem up to 35% of the original aggregate
principal amount at maturity of Notes at a redemption price equal to 111.50% of
the Accreted Value thereof, with the net cash proceeds of one or more Equity
Offerings; provided that at least 65% of the original aggregate principal
amount at maturity of Notes remains outstanding immediately after the
occurrence of each such redemption; and provided, further, that any such
redemption shall occur within 90 days of the date of the closing of each such
Equity Offering.

         (b)  Any redemption pursuant to this Section 3.08 shall be made
pursuant to the provisions of Sections 3.01 through 3.07 hereof.

SECTION 3.09.    MANDATORY REDEMPTION.

         Except as set forth under Sections 4.09 and 4.10 hereof, the Company
shall not be required to make mandatory redemption or sinking fund payments
with respect to the Notes.





                                       28
<PAGE>   34
SECTION 3.10.    OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period").  No later
than five Business Days after the termination of the Offer Period (the
"Purchase Date"), the Company shall purchase the principal amount at maturity
of Notes required to be purchased pursuant to Section 4.10 hereof (the "Offer
Amount") or, if less than the Offer Amount has been tendered, all Notes
tendered in response to the Asset Sale Offer.

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

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

         (a)     that the Asset Sale Offer is being made pursuant to this
                 Section 3.10 and Section 4.10 hereof and the length of time
                 the Asset Sale Offer shall remain open;

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

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

         (d)     that, unless the Company defaults in making such payment, any
                 Note accepted for payment pursuant to the Asset Sale Offer
                 shall cease to accrete after the Purchase Date;

         (e)     that Holders electing to have a Note purchased pursuant to any
                 Asset Sale 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, or transfer by book-entry
                 transfer, to the Company, a depositary, if appointed by the
                 Company, or a Paying Agent at the address specified in the
                 notice not later than the third Business Day preceding the end
                 of the Offer Period;

         (f)     that Holders shall be entitled to withdraw their election if
                 the Company, the depositary or the Paying Agent, as the case
                 may be, receives, not later than the third Business Day
                 preceding the end of the Offer Period, a telegram, telex,
                 facsimile transmission or letter setting forth the name of the
                 Holder, the principal amount of the Note the Holder delivered
                 for purchase and a statement that such Holder is withdrawing
                 his election to have such Note purchased;





                                       29
<PAGE>   35
         (g)     that, if the aggregate principal amount at maturity or
                 Accreted Value (as applicable) of Notes surrendered by Holders
                 exceeds the Offer Amount, the Company shall select the Notes
                 to be purchased on a pro rata basis (with such adjustments as
                 may be deemed appropriate by the Company so that only Notes in
                 denominations of $1,000, or integral multiples thereof, shall
                 be purchased); and

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

         On or before 12:00 p.m. (New York City time) on each Purchase Date,
the Company shall, irrevocably deposit with the Trustee or Paying Agent in
immediately available funds the aggregate purchase price with respect to a
principal amount of Notes equal to the Offer Amount, together with accrued and
unpaid interest thereon to the Purchase Date, to be held for payment in
accordance with the terms of this Section 3.10.  On the Purchase Date, the
Company shall, to the extent lawful, (i) accept for payment, on a pro rata
basis to the extent necessary, the Offer Amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or
depositary, as the case may be, to deliver to the Trustee Notes so accepted and
(iii) deliver to the Trustee an Officers' Certificate stating that such Notes
or portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 3.10.  The Company, the depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than three
Business Days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, plus any accrued and unpaid interest,
thereon to the Purchase Date, and the Company shall promptly issue a new Note,
and the Trustee, upon written request from the Company shall authenticate and
mail or deliver such new Note to such Holder, equal in principal amount to any
unpurchased portion of the Note surrendered.  Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof.  The Company
shall send a notice to each Holder stating the results of the Asset Sale Offer
on the Purchase Date.

         Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the provisions of
Sections 3.01 through 3.07 hereof.


                                   ARTICLE 4
                                   COVENANTS

SECTION 4.01.    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in
the Notes.  Principal, premium, if any, and interest shall be considered paid
on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by
the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due.

         The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable





                                       30
<PAGE>   36
interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful.

SECTION 4.02.    MAINTENANCE OF OFFICE OR AGENCY.

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

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

         The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.

SECTION 4.03.    MONEY FOR PAYMENTS TO BE HELD IN TRUST.

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

         Whenever the Company shall have one or more Paying Agents for the
Notes, it will, on or before each due date of the principal of, premium, if
any, or interest on any Notes, deposit with a Paying Agent a sum in same day
funds (or New York Clearing House funds if such deposit is made prior to the
date on which such deposit is required to be made) sufficient to pay the
principal, premium, if any, or interest so becoming due (or at the option of
the Company, payment of interest may be mailed by check to the Holders of the
Notes at their respective addresses set forth in the register of Holders of
Notes; provided that all payments with respect to Notes represented by one or
more permanent global Notes will be paid by wire transfer of immediately
available funds to the account of the Depository Trust Company or any successor
thereto) such sum to be held in trust for the benefit of the Persons entitled
to such principal, premium or interest and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of such action or any
failure so to act.





                                       31
<PAGE>   37
         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

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

         (b)     give the Trustee notice of any default by the Company (or any
                 other obligor upon the Notes) in the making of any payment of
                 principal, premium, if any, or interest;

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

         (d)     acknowledge, accept and agree to comply in all respects with
                 the provisions of this Indenture relating to the duties,
                 rights and obligations of such Paying Agent.

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be
paid to the Company at the request of the Company or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense of the Company cause notice to be promptly sent to each Holder that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 4.04.    REPORTS.

         Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to
the Trustee and the Holders of Notes (i) all quarterly and annual financial
information that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" that describes the financial condition and results
of operations of the Company and its Restricted Subsidiaries and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the Commission on Form 8-K if the Company were required to file
such reports.  In addition whether or not required by the rules and





                                       32
<PAGE>   38
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability (unless the
Commission will not accept such a filing) and make such information available
to securities analysts and prospective investors upon request.

SECTION 4.05.    STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

         (a)     The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year ending after the date of this Indenture, an
Officers' Certificate stating whether, to such Officers' knowledge, the Company
is in compliance with all covenants and conditions to be complied with by it
under this Indenture (including with respect to any Restricted Payments made
during such year, the basis upon which the calculations required by Section
4.07 hereof were computed, which calculations may be based on the Company's
latest financial statements), and further stating, as to each Officer signing
such certificate, that to the best of his or her knowledge each entity is not
in default in the performance or observance of any terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest or premium, if any, on the Notes is prohibited or if
such event has occurred, a description of the event and what action the Company
is taking or proposes to take with respect thereto.  For purposes of this
Section 4.05, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.

         (b)     So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the annual reports
delivered pursuant to Section 4.04(a) hereof shall be accompanied by a written
statement of the Company's independent public accountants (who shall be a firm
of established national reputation) that in making the examination necessary
for certification of such financial statements, nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article Four or Article Five hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c)     The Company shall, within five Business Days, upon becoming
aware of any Default or Event of Default or any default under any document,
instrument or agreement representing Indebtedness of the Company or any
Restricted Subsidiary, deliver to the Trustee an Officers' Certificate
specifying such Default or Event of Default.

SECTION 4.06.    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, (a) all material taxes, assessments
and governmental charges levied or imposed upon it or any Subsidiary or upon
the income, profits or property of the Company or any of its Subsidiaries and
(b) all material lawful claims for labor, materials and supplies, which, if
unpaid, might by law become a lien upon the property of the Company or any of
its Subsidiaries that could produce a material adverse effect on the
consolidated financial condition of the Company; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and in respect of which appropriate reserves (in the good faith
judgment of management of the Company) are being maintained in accordance with
GAAP.





                                       33
<PAGE>   39
SECTION 4.07.    STAY, EXTENSION, USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law whatever
enacted, now or at any time hereafter in force, that may affect that covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby waives all benefit or advantage of any such law, and
covenants that it shall not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been
enacted.

SECTION 4.08.    CORPORATE EXISTENCE.

         Subject to Article Five hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and that of each Subsidiary of the Company and the
corporate rights (charter and statutory), corporate licenses and corporate
franchises of the Company and its Subsidiaries, except where a failure to do
so, singly or in the aggregate, is not likely to have a materially adverse
effect upon the business, assets, financial conditions or results of operations
of the Company and the Subsidiaries taken as a whole determined on a
consolidated basis in accordance with GAAP; provided that prior to the
occurrence and continuance of an Event of Default, the Company shall not be
required to preserve any such existence (except of the Company), right, license
or franchise if the Board of Directors of the Company shall determine and
deliver to the Trustee an Officers' Certificate to the effect that the
preservation thereof is no longer desirable in the conduct of the business of
the Company or such Subsidiary and that the loss thereof is not disadvantageous
in any material respect to the Holders.

SECTION 4.09.    OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

         (a)     Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 101% of the aggregate principal amount at maturity
thereof plus accrued and unpaid interest thereon to the date of purchase (or,
in the case of repurchases of Notes prior to August 1, 2002, at a purchase
price equal to 101% of the Accreted Value thereof as of the date of repurchase)
(the "Change of Control Payment").

         (b)     Within 65 days following any Change of Control, the Company
shall mail a notice to each Holder of Notes issued under this Indenture, with a
copy to the Trustee, with the following statements and/or information:


                 (1)      a Change of Control Offer is being made pursuant to
                          this Section 4.09 and that all Notes properly
                          tendered pursuant to such Change of Control Offer
                          will be accepted for payment;

                 (2)      the purchase price and the purchase date, which will
                          be no earlier than 30 days nor later than 60 days
                          from the date such notice is mailed, except as may be
                          otherwise required by applicable law (the "Change of
                          Control Payment Date");





                                       34
<PAGE>   40
                 (3)      any Note not properly tendered will remain
                          outstanding and continue to accrue interest;

                 (4)      unless the Company defaults in the payment of the
                          Change of Control Payment, all Notes accepted for
                          payment pursuant to the Change of Control Offer will
                          cease to accrue interest on the Change of Control
                          Payment Date;

                 (5)      Holders electing to have any Notes purchased pursuant
                          to a Change of Control Offer will be required to
                          surrender the Notes, with the form entitled "Option
                          of Holder to Elect Purchase" on the reverse of the
                          Notes completed, to the Paying Agent and at the
                          address specified in the notice prior to the close of
                          business on the third Business Day preceding the
                          Change of Control Payment Date;

                 (6)      Holders will be entitled to withdraw their tendered
                          Notes and their election to require the Company to
                          purchase such Notes, provided that the paying agent
                          receives, not later than the close of business on the
                          third Business Day preceding the Change of Control
                          Payment Date, a telegram, telex, facsimile
                          transmission or letter setting forth the name of the
                          Holder, the principal amount of Notes tendered for
                          purchase, and a statement that such Holder is
                          withdrawing his tendered Notes and his election to
                          have such Notes purchased; and

                 (7)      that Holders whose Notes are being purchased only in
                          part will be issued new Notes equal in principal
                          amount to the unpurchased portion of the Notes
                          surrendered, which unpurchased portion must be equal
                          to $1,000 in principal amount or an integral multiple
                          thereof.

         (c)     Prior to complying with the provisions of this Section 4.09,
but in any event within 30 days following a Change of Control, the Company
shall either repay all outstanding Senior Debt, or offer to repay in full all
outstanding Senior Debt and repay the Senior Debt with respect to which such
offer has been accepted, or obtain the requisite consents, if any, under all
outstanding Senior Debt to permit the repurchase of the Notes required by this
Section 4.09.

         (d)     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 or regulations are applicable in connection with the
repurchase of the 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 Indenture, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations described in this Indenture by virtue thereof.

         (e)     On the Change of Control Payment Date, the Company shall, to
the extent lawful, (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 equal to the 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 the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount at maturity of Notes or
portions thereof being purchased by the Company.  The Paying Agent shall
promptly mail to each Holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Note equal in principal
amount at maturity to any unpurchased portion of the Notes surrendered, if any;





                                       35
<PAGE>   41
provided that each such new Note will be in a principal amount at maturity of
$1,000 or an integral multiple thereof.  The Company shall publicly announce
the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date.

         (f)     The Change of Control provisions described in this Section
4.09 will be applicable whether or not any other provisions of this Indenture
are applicable.

SECTION 4.10.    ASSET SALES.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time
of such Asset Sale at least equal to the fair market value (evidenced by a
Board of Resolution set forth in an Officers' Certificate delivered to the
Trustee) of the assets or Equity Interests issued or sold or otherwise disposed
of and (ii) at least 75% of the consideration therefor received by the Company
or such Restricted Subsidiary is in the form of (I) cash or Cash Equivalents or
(II) property or assets that are used or useful in a Permitted Business, or
Capital Stock of any Person primarily engaged in a Permitted Business if, as a
result of the acquisition by the Company or any Restricted Subsidiary thereof,
such Person becomes a Restricted Subsidiary; provided that the amount of (x)
any liabilities (as shown on the Company's or such Restricted Subsidiary's most
recent balance sheet or in the notes thereto), of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities of the Company
that are by their terms subordinated to the Notes) that are assumed by the
transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from further liability and
(y) any notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the
cash or Cash Equivalents received) within 180 days following the closing of
such Asset Sale, will be deemed to be cash for purposes of this provision;
provided further, that the 75% limitation referred to above shall not apply to
any sale, transfer or other disposition of assets in which the cash portion of
the consideration received therefor, determined in accordance with the
foregoing proviso, is equal to or greater than what the after-tax net proceeds
would have been had such transaction complied with the aforementioned 75%
limitation.

         Within 395 days after the Company's or any Restricted Subsidiary's
receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted
Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness
of a Restricted Subsidiary of the Company (and to correspondingly reduce
commitments with respect thereto) or (b) to repay Pari Passu Indebtedness
(provided that if the Company shall so repay Pari Passu Indebtedness, it will
equally and ratably reduce Indebtedness under the Notes if the Notes are then
redeemable or, if the Notes may not be then redeemed, the Company shall make an
offer pursuant to Section 3.10 hereof to purchase at 100% of the principal
amount thereof at maturity (or, in the case of repurchases of Notes prior to
August 1, 2002 at a purchase price equal to 100% of the Accreted Value thereof
as of the date of repurchase) the amount of Notes that would otherwise be
redeemed or (c) to an investment in property, capital expenditures or assets
that are used or useful in a Permitted Business, or Capital Stock of any Person
primarily engaged in a Permitted Business if, as a result of the acquisition by
the Company or any Restricted Subsidiary thereof, such Person becomes a
Restricted Subsidiary.  Any Net Proceeds from Asset Sales that are not applied
or invested as provided in the preceding sentence of this paragraph will be
deemed to constitute "Excess Proceeds."  When the aggregate amount of Excess
Proceeds exceeds $15.0 million, the Company shall be required to make an Asset
Sale Offer to purchase the maximum principal amount of Notes that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the





                                       36
<PAGE>   42
principal amount at maturity thereof plus accrued and unpaid interest thereon
to the date of purchase (or, in the case of repurchases of Notes prior to
August 1, 2002 at a purchase price equal to 100% of the Accreted Value thereof
as of the date of repurchase), in accordance with the procedures set forth in
Section 3.10 hereof.  To the extent that the aggregate principal amount at
maturity or Accreted Value (as applicable) of Notes tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes.  If the aggregate
principal amount at maturity of or Accreted Value (as applicable) of Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis.  Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

         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 the Notes pursuant to an Asset Sale Offer.  To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to such Asset Sale Offer, the Company
will comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations described in this Indenture by
virtue thereof.

SECTION 4.11.    LIMITATION ON RESTRICTED PAYMENTS

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or
make any other payment or distribution on account of any Equity Interests of
the Company or any of its Restricted Subsidiaries (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of
the Company or dividends or distributions payable to the Company or any Wholly
Owned Restricted Subsidiary); (ii) purchase, redeem or otherwise acquire or
retire for value any Equity Interests of the Company, any of its Restricted
Subsidiaries or any other Affiliate of the Company (other than any such Equity
Interests owned by the Company or any Restricted Subsidiary of the Company);
(iii) make any principal payment on, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company that is pari passu
with or subordinated in right of payment to the Notes, except in accordance
with the scheduled mandatory redemption or repayment provisions set forth in
the original documentation governing such Indebtedness or in accordance with
Section 4.10 (but not pursuant to any mandatory offer to repurchase upon the
occurrence of any event); or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "Restricted Payments"), unless:

         (a)     no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof, and

         (b)     immediately after giving effect to such transaction on a pro
forma basis, the Company would have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.12 hereof, and

         (c)     such Restricted Payment, together with the aggregate of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the date of this Indenture (excluding Restricted Payments permitted by
clauses (i) (to the extent that the declaration of any dividend referred to
therein reduces amounts available for Restricted Payments pursuant to this
clause (c)), (ii), (iii), (v), (vi), (viii), (ix), (x), (xiii), (xiv), (xvi)
and (xvii) of the next succeeding paragraph), is less than the sum of (1) 50%
of the Adjusted Consolidated Net Income of the Company for the period (taken as
one accounting period) from the beginning of the first calendar month
commencing after the date of this Indenture to the end of





                                       37
<PAGE>   43
the Company's most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Adjusted Consolidated Net Income for such period is a deficit, minus 100% of
such deficit), plus (2) 100% of the Qualified Proceeds received by the Company
since the date of this Indenture from contributions to the Company's capital or
the issue or sale since the date of the this Indenture of Equity Interests of
the Company or of convertible debt securities of the Company that have been
converted into such Equity Interests (other than Equity Interests (or
convertible debt securities) sold to a Subsidiary of the Company and other than
Designated Preferred Stock, Disqualified Stock or convertible debt securities
that have been converted into Disqualified Stock), plus (3) the amount equal to
the net reduction in Investments in Persons after the date of this Indenture
who are not Restricted Subsidiaries (other than Permitted Investments)
resulting from (x) Qualified Proceeds received as a dividend, repayment of a
loan or advance or other transfer of assets (valued at the fair market value
thereof) to the Company or any Restricted Subsidiary from such Persons, (y)
Qualified Proceeds received upon the sale or liquidation of such Investment and
(z) the redesignation of Unrestricted Subsidiaries (other than any Unrestricted
Subsidiary designated as such pursuant to clause (vii) or (xv) of the following
paragraph) whose assets are used or useful in, or which is engaged in one or
more Permitted Businesses as Restricted Subsidiaries (valued (proportionate to
the Company's equity interest in such Subsidiary) at the fair market value of
the net assets of such Subsidiary at the time of such redesignation) not to
exceed, in the case of clauses (x), (y) and (z), the amount of Investments
previously made by the Company or any Restricted Subsidiary in such Person,
which amount was a Restricted Payment; provided that no proceeds received by
the Company from the issue or sale of any Equity Interests of the Company will
be counted in determining the amount available for Restricted Payments under
this clause (c) to the extent such proceeds were used to redeem, repurchase,
retire or acquire any Equity Interests or subordinated Indebtedness of the
Company pursuant to clauses (ii) and (iv) of the next succeeding paragraph.

         The foregoing provisions shall not prohibit:

                 (i)      the payment of any dividend within 60 days after the
         date of declaration thereof, if at such date of declaration such
         payment would have complied with the provisions of this Indenture;

                 (ii)     the redemption, repurchase, retirement or other
         acquisition of any Equity Interests of the Company or pari passu or
         subordinated Indebtedness of the Company in exchange for, or out of
         the net proceeds of, the substantially concurrent sale (other than to
         a Subsidiary of the Company) of Equity Interests of the Company (other
         than Disqualified Stock); provided that the amount of any such net
         cash proceeds that are utilized for any such redemption, repurchase,
         retirement or other acquisition shall be excluded from clause (c)(2)
         of the preceding paragraph;

                 (iii)    the defeasance, redemption, repurchase or other
         acquisition of pari passu or subordinated Indebtedness with the net
         proceeds from an incurrence of Permitted Refinancing Indebtedness;

                 (iv)     the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of the Company or
         DecisionOne Corp. held by any member of the Company's or any of the
         Company's Restricted Subsidiaries' management pursuant to any
         management equity subscription agreement or stock option agreement;
         provided that (A) the aggregate price paid for all such repurchased,
         redeemed, acquired or retired Equity Interests shall not exceed (I)
         $5.0 million in any calendar year (with unused amounts in any calendar
         year being carried over to





                                       38
<PAGE>   44
         succeeding calendar years subject to a maximum (without giving effect
         to the following clause (II)) of $10.0 million in any calendar year)
         plus (II) the aggregate cash proceeds received by the Company during
         such calendar year from any reissuance of Equity Interests by the
         Company or DecisionOne Corp. to members of management of the Company
         and its Restricted Subsidiaries and (B) no Default or Event of Default
         shall have occurred and be continuing immediately after such
         transaction; provided further that the aggregate cash proceeds referred
         to in clause (II) above shall be excluded from clause (c)(2) of the
         preceding paragraph;

                  (v)      the payment of dividends by a Restricted Subsidiary
         on any class of common stock of such Restricted Subsidiary if (A) such
         dividend is paid pro rata to all holders of such class of common stock
         and (B) at least 51% of such class of common stock is held by the
         Company or one or more of its Restricted Subsidiaries;

                  (vi)     the repurchase of any class of common stock of a
         Restricted Subsidiary if (A) such repurchase is made pro rata with
         respect to such class of common stock and (B) at least 51% of such
         class of common stock is held by the Company or one or more of its
         Restricted Subsidiaries;

                  (vii)    any other Restricted Investment made in a Permitted
         Business which, together with all other Restricted Investments made
         pursuant to this clause (vii) since the date of this Indenture, does
         not exceed $40.0 million (in each case, after giving effect to all
         subsequent reductions in the amount of any Restricted Investment made
         pursuant to this clause (vii), either as a result of (A) the repayment
         or disposition thereof for cash or (B) as a result of the redesignation
         of an Unrestricted Subsidiary as a Restricted Subsidiary (valued
         proportionate to the Company's equity interest in such Subsidiary at
         the time of such redesignation) at the fair market value of the net
         assets of such Subsidiary at the time of such redesignation), in the
         case of clause (A) and (B), not to exceed the amount of such Restricted
         Investment previously made pursuant to this clause (vii); provided that
         no Default or Event of Default shall have occurred and be continuing
         immediately after making such Restricted Investment;

                  (viii)   the declaration and payment of dividends to holders
         of any class or series of Disqualified Stock of the Company issued
         after the date of this Indenture in accordance with the covenant
         described in Section 4.12 hereof; provided that no Default or Event of
         Default shall have occurred and be continuing immediately after such
         declaration or payment;

                  (ix)     repurchases of Equity Interests deemed to occur upon
         exercise of stock options if such Equity Interests represent a portion
         of the exercise price of such options;

                  (x)      (A) payments made by the Company in respect of
         statutory appraisal rights (and any settlement thereof) and (B)
         payments made by the Company to fund the cash consideration payable in
         the Merger (including pursuant to statutory appraisal rights and any
         settlement thereof) to security holders of Holdings (including without
         limitation, the Cash Merger Consideration, the Option Cash Proceeds and
         the Warrant Cash Proceeds (each as defined in the Registration
         Statement)) and fees and expenses of the Company and DecisionOne Corp.
         in connection with the Merger;

                  (xi)     a Restricted Payment to pay for the repurchase,
         retirement or other acquisition or retirement for value of Equity
         Interests of Holdings outstanding on the date of this Indenture


                                       39
<PAGE>   45
         and which are not held by the Principals or any member of management of
         Holdings or any Subsidiary of Holdings on the date of this Indenture
         (including any Equity Interests issued in respect of such Equity
         Interests as a result of a stock split, recapitalization, merger,
         combination, consolidation or otherwise, but excluding any Equity
         Interests issued pursuant to any management equity plan or stock option
         plan or similar agreement), provided that the aggregate Restricted
         Payments made under this clause (xi) shall not exceed $40.0 million,
         provided further that prior to the first anniversary of the
         consummation of the Merger, the aggregate amount of Restricted Payments
         made under this clause (xi) shall not exceed $20.0 million, provided
         further that notwithstanding the foregoing proviso, the Company shall
         be permitted to make Restricted Payments under this clause (xi) only if
         after giving effect thereto, the Company would be permitted to incur at
         least $1.00 of additional Indebtedness pursuant to the Fixed Charge
         Coverage Ratio test set forth in the first paragraph of Section 4.12
         hereof; provided that no Default or Event of Default shall have
         occurred and be continuing immediately after making such Restricted
         Payment;

                  (xii)    the payment of dividends on the Company's common
         stock, following the first public offering of the Company's or
         Holdings' common stock after the date of this Indenture, of up to 6.0%
         per annum of the net proceeds received by the Company as common equity
         from such public offering, other than, in each case, with respect to
         public offerings with respect to the Company's or Holdings' common
         stock registered on Form S-8; provided that no Default or Event of
         Default shall have occurred and be continuing immediately after any
         such payment of dividends;

                  (xiii)   the declaration and payment of dividends to holders
         of any class or series of Designated Preferred Stock issued after the
         date of this Indenture; provided, however, immediately after the date
         of issuance of such Designated Preferred Stock, after giving effect to
         such issuance on a pro forma basis, the Company would have been
         permitted to incur at least $1.00 of additional Indebtedness pursuant
         to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.12 hereof.

                  (xiv)    the payment in cash in lieu of fractional shares of
         Common Stock under the Warrant Agreement;

                  (xv)     any other Restricted Payment which, together with all
         other Restricted Payments made pursuant to this clause (xvi) since the
         date of this Indenture, does not exceed $40.0 million (in each case,
         after giving effect to all subsequent reductions in the amount of any
         Restricted Investment made pursuant to this clause (xv) either as a
         result of (A) the repayment or disposition thereof for cash or (B) the
         redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
         (valued proportionate to the Company's equity interest in such
         Subsidiary at the time of such redesignation) at the fair market value
         of the net assets of such Subsidiary at the time of such
         redesignation), in the case of clause (A) and (B), not to exceed the
         amount of such Restricted Investment previously made pursuant to this
         clause (xvi); provided that no Default or Event of Default shall have
         occurred and be continuing immediately after making such Restricted
         Payment;

                  (xvi)    the pledge by the Company of the Capital Stock of an
         Unrestricted Subsidiary of the Company to secure Non-Recourse Debt of
         such Unrestricted Subsidiary; and

                  (xvii)   distributions or payments of Receivables Fees.


                                       40
<PAGE>   46
         The Board of Directors may designate any Restricted Subsidiary (other
than DecisionOne Corp.) to be an Unrestricted Subsidiary if such designation
would not cause a Default. For purposes of making such designation, all
outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid in cash) in the Subsidiary so designated will be deemed to
be Restricted Payments at the time of such designation and will reduce the
amount available for Restricted Payments under the first paragraph of this
Section 4.11. All such outstanding Investments will be deemed to constitute
Restricted Investments in an amount equal to the greater of (i) the net book
value of such Investments at the time of such designation and (ii) the fair
market value of such Investments at the time of such designation. Such
designation will only be permitted if such Restricted Investment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.

         The amount of (i) all Restricted Payments (other than restricted
Payments made in cash) shall be the fair market value on the date of the
Restricted Payment of the asset(s) or securities proposed to be transferred or
issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment and (ii) Qualified Proceeds (other than cash)
shall be the fair market value on the date of receipt thereof by the Company of
such Qualified Proceeds. The fair market value of any non-cash Restricted
Payment and Qualified Proceeds shall be determined by the Board of Directors
whose resolution with respect thereto shall be delivered to the Trustee, such
determination to be based upon an opinion or appraisal issued by an accounting,
appraisal or investment banking firm of national standing if such fair market
value exceeds $20.0 million. Not later than the date of making any Restricted
Payment, the Company shall deliver to the Trustee and Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 4.11 were computed, which
calculations shall be based upon the Company's latest available financial
statements.

SECTION 4.12. LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
              STOCK.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become, directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), (ii) that the Company will not issue any Disqualified Stock and (iii)
that the Company will not permit any of its Restricted Subsidiaries to issue any
preferred stock; provided, however, that the Company and its Restricted
Subsidiaries may incur Indebtedness (including Acquired Debt), the Company may
issue shares of Disqualified Stock and any Restricted Subsidiary of the Company
may issue Preferred Stock if the Company's Fixed Charge Coverage Ratio for the
Company's most recently ended four fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or Preferred Stock is
issued, would have been at least 1.50 to 1.00, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Stock or
Preferred Stock had been issued, as the case may be, at the beginning of such
four-quarter period.

         The foregoing provisions will not apply to (collectively, "Permitted
Debt"):

                  (i)      the incurrence by the Company, DecisionOne Corp. and
         its Restricted Subsidiaries of Indebtedness under the New Credit
         Facility; provided that the aggregate principal amount of all
         Indebtedness (with letters of credit and bankers' acceptances being
         deemed to have a principal amount equal to the maximum amount
         thereunder available to be drawn) outstanding


                                       41
<PAGE>   47
         under the New Credit Facility after giving effect to such incurrence
         does not exceed an amount equal to $625.0 million;

                  (ii)     the incurrence by (A) the Company and its Restricted
         Subsidiaries of Indebtedness represented by the Notes and (B)
         DecisionOne Corp. and its Restricted Subsidiaries of Indebtedness
         represented by the Senior Subordinated Notes and any guarantee thereof;

                  (iii)    the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by Capital Lease
         Obligations, mortgage financings or purchase money obligations, in each
         case, incurred for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property used
         in the business of the Company or such Restricted Subsidiary, in
         aggregate principal amount not to exceed $25.0 million at any time
         outstanding;

                  (iv)     Existing Indebtedness;

                  (v)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to extend,
         refinance, renew, replace, defease or refund, Indebtedness that was
         permitted by this Indenture;

                  (vi)     Indebtedness of the Company to a Restricted
         Subsidiary; provided that any subsequent issuance or transfer of any
         Capital Stock or other event which results in any such Restricted
         Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
         transfer of any such Indebtedness (except to the Company or another
         Restricted Subsidiary) shall be deemed, in each case, to be an
         incurrence of such Indebtedness;

                  (vii)    Indebtedness of a Restricted Subsidiary to the
         Company or another Restricted Subsidiary; provided that any subsequent
         issuance or transfer of any Capital Stock of any Restricted Subsidiary
         to whom such Indebtedness is owed or any other event which results in
         any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
         any subsequent transfer of any such Indebtedness (except to the Company
         or another Restricted Subsidiary) shall be deemed, in each case, to be
         an incurrence of such Indebtedness;

                  (viii)   the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations that are incurred for
         the purpose of fixing or hedging (a) interest rate risk with respect to
         any floating rate Indebtedness of such Person that is permitted by the
         terms of this Indenture to be outstanding or (b) exchange rate risk
         with respect to agreements or Indebtedness of such Person payable
         denominated in a currency other than U.S. dollars; provided that such
         agreements do not increase the Indebtedness of the obligor outstanding
         at any time other than as a result of fluctuations in foreign currency
         exchange rates or interest rates or by reason of fees, indemnities and
         compensation payable thereunder;

                  (ix)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Acquired Debt, in an aggregate principal
         amount at any time outstanding not to exceed $25.0 million;

                  (x)      the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness (in addition to Indebtedness permitted by
         any other clause of this paragraph) in an aggregate principal amount at
         any time outstanding not to exceed the sum of $60.0 million;


                                       42
<PAGE>   48
                  (xi)     Indebtedness arising from agreements of the Company
         or a Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, incurred or
         assumed in connection with the disposition of any business, assets or a
         Restricted Subsidiary, other than guarantees of Indebtedness incurred
         by any Person acquiring all or any portion of such business, assets or
         a Restricted Subsidiary for the purpose of financing such acquisition;
         provided, however, that (i) such Indebtedness is not reflected on the
         balance sheet of the Company or any Restricted Subsidiary (contingent
         obligations referred to in a footnote to financial statements and not
         otherwise reflected on the balance sheet will not be deemed to be
         reflected on such balance sheet for purposes of this clause (i)) and
         (ii) the maximum assumable liability in respect of all such
         Indebtedness shall at no time exceed the gross proceeds including
         noncash proceeds (the fair market value of such noncash proceeds being
         measured at the time received and without giving effect to any
         subsequent changes in value) actually received by the Company and its
         Restricted Subsidiaries in connection with such disposition;

                  (xii)    obligations in respect of performance and surety
         bonds and completion guarantees provided by the Company or any
         Restricted Subsidiary in the ordinary course of business; and

                  (xiii)   (A) any guarantee by a Restricted Subsidiary of the
         Company of Indebtedness of the Company that is passu in right of
         payment to the Debentures that was permitted to be incurred under this
         Indenture and (B) any guarantee by a Restricted Subsidiary of the
         Company of Indebtedness of any other Restricted Subsidiary of the
         Company that was permitted to be incurred under this Indenture.

         For purposes of determining compliance with this Section 4.12, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xiii) above or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company shall, in its sole discretion, classify such item of Indebtedness in any
manner that complies with this covenant and such item of Indebtedness will be
treated as having been incurred pursuant to only one of such clauses or pursuant
to the first paragraph hereof. Accrual of interest and the accretion of original
issue discount will not be deemed to be an incurrence of Indebtedness for
purposes of this covenant.

SECTION 4.13. TRANSACTIONS WITH AFFILIATES

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with or for the benefit of,
any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (i)
such Affiliate Transaction is on terms that are no less favorable to the Company
or such Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person and (ii) if such Affiliate Transaction involves aggregate
payments in excess of $5.0 million, the Company delivers to the Trustee either
(x) a resolution of the Board of Directors of the Company set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies with
clause (i) above and such Affiliate Transaction is approved by a majority of the
members of the Board of Directors of the Company or (y) an opinion as to the
fairness to the Holders of the Notes of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing; provided, however, that (a) any employment agreement
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business and consistent with the past practice of the


                                       43
<PAGE>   49
Company or such Restricted Subsidiary, (b) transactions between or among the
Company and/or its Restricted Subsidiaries, (c) transactions between the Company
or its Restricted Subsidiaries on the one hand, and the Underwriter or its
Affiliates on the other hand, involving the provision of financial, consulting
or underwriting services by the Underwriter or its Affiliates, provided that the
fees payable to the Underwriter or its Affiliates do not exceed the usual and
customary fees of the Underwriter and its Affiliates for similar services, (d)
transactions in accordance with the Specified Agreements, as amended; provided
that no such amendment contains any provisions that are materially adverse to
the Holders of the Notes, (e) payment of employee benefits, including bonuses,
retirement plans and stock options, in the ordinary course of business,
consistent with past practice, (f) the payment of reasonable and customary fees
to, and indemnity provided on behalf of, officers, directors, employees or
consultants of the Company or any Restricted Subsidiary; (g) Restricted Payments
permitted by the provisions of clauses (i), (iv), (v), (vi), (ix), (x), (xiv)
and (xvi) of the second paragraph of Section 4.11 hereof, (h) payments and
transactions in connection with the Merger and the application of the net
proceeds from the Offering, including the payment of any fees and expenses with
respect thereto, (i) transactions pursuant to the Intercompany Note and any
forgiveness of Indebtedness thereunder, (j) transactions permitted by the
provisions of Section 4.11 hereof and (k) transactions pursuant to the
Management Loans, in each case, shall not be deemed Affiliate Transactions.

SECTION 4.14. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to: (i) (a) pay dividends or make any other distributions
to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or
(2) with respect to any other interest or participation in, or measured by, its
profits or (b) pay any Indebtedness owed to the Company or any of its Restricted
Subsidiaries; (ii) make loans or advances to the Company or any of its
Restricted Subsidiaries; or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (a) the terms of any Indebtedness
permitted by this Indenture to be incurred by any Restricted Subsidiary of the
Company, (b) Existing Indebtedness, as in effect on the date of this Indenture;
(c) any agreement or other instrument of a Person acquired by the Company or any
of its Restricted Subsidiaries, as in effect at the time of such acquisition
(but not created in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired; (d) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices; (e) applicable
law; (f) purchase money obligations for property acquired in the ordinary course
of business that impose restrictions of the nature described in clause (iii)
above on the property so acquired; or (g) contracts for the sale of assets,
including, without limitation, customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary.


                                       44
<PAGE>   50
SECTION 4.15 LIMITATIONS ON LIENS

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly create, incur, assume or suffer to exist any Lien on
any asset now owned or hereafter acquired, or any income or profits therefrom,
or assign or convey any rights to receive income therefrom, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured or until such time as such obligation is no
longer secured by a Lien except for (i) Liens existing on the date of this
Indenture, (ii) Liens on assets of any Restricted Subsidiary of the Company
securing indebtedness of Restricted Subsidiaries of the Company and (iii)
Permitted Liens.

SECTION 4.16 SALES OF ACCOUNTS RECEIVABLES.

         The Company may, and any of its Restricted Subsidiaries may, sell at
any time and from time to time, accounts receivable to any Accounts Receivable
Subsidiary; provided that (i) the aggregate consideration received in each such
sale is at least equal to the aggregate fair market value of the receivables
sold, as determined by the Board of Directors of the Company in good faith, (ii)
no less than 80% of the consideration received in each such sale consists of
either cash or a promissory note (a "Promissory Note") which is subordinated to
no Indebtedness or obligation other than the financial institution or other
entities providing the financing to the Accounts Receivable Subsidiary with
respect to such accounts receivable (the "Financier") and the remainder of such
consideration consists of an Equity Interest in such Accounts Receivable
Subsidiary; provided further that the Initial Sale will include all accounts
receivable of the Company and/or its Restricted Subsidiaries that are party to
such arrangements that constitute eligible receivables under such arrangements,
(iii) the cash proceeds received from the Initial Sale less reasonable and
customary transaction costs will be deemed to be Net Proceeds and will be
applied in accordance with the second paragraph of Section 4.10 hereof, and (iv)
the Company and its Restricted Subsidiaries will sell all accounts receivable
that constitute eligible receivables under such arrangements to the Accounts
Receivable Subsidiary no less frequently than on a weekly basis.

         The Company (i) will not permit any Accounts Receivable Subsidiary to
sell any accounts receivable purchased from the Company or any of its Restricted
Subsidiaries to any other person except on an arm's-length basis and solely for
consideration in the form of cash or Cash Equivalents, (ii) will not permit the
Accounts Receivable Subsidiary to engage in any business or transaction other
than the purchase, financing and sale of accounts receivable of the Company and
its Restricted Subsidiaries and activities incidental thereto, (iii) will not
permit any Accounts Receivable Subsidiary to incur Indebtedness in an amount in
excess of 97% of the book value of such Accounts Receivable Subsidiary's total
assets, as determined in accordance with GAAP, (iv) will, at least as frequently
as monthly, cause the Accounts Receivable Subsidiary to remit to the Company as
payment for additional receivables or on the Promissory Notes or as a dividend,
all available cash or Cash Equivalents not held in a collection account pledged
to a Financier, to the extent not applied to pay or maintain reserves for
reasonable operating expenses of the Accounts Receivable Subsidiary or to
satisfy reasonable minimum capital requirements based on then current market
practices of rating agencies in similar transactions involving receivables of a
similar type and quality, as determined by the Board of Directors of the Company
in good faith and (v) will not, and will not permit any of its Subsidiaries to,
sell accounts receivable to any Accounts Receivable Subsidiary upon (1) the
occurrence of an Event of Default with respect to the Company and its Restricted
Subsidiaries and (2) the occurrence of certain events of bankruptcy or
insolvency with respect to such Accounts Receivable Subsidiary.


                                       45
<PAGE>   51
SECTION 4.17. NO RESTRICTIONS ON CONSUMMATION OF MERGER.

         Notwithstanding any provision contained herein to the contrary, this
Indenture will not prohibit the consummation of the Merger, provided that
concurrently with the Merger, (a) Holdings, as the surviving corporation, shall
execute and deliver to the Trustee an assumption agreement substantially in the
form of EXHIBIT B hereto pursuant to which it shall assume all the Obligations
of the Issuer under the Notes and this Indenture.


                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

         The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving entity), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to, another Person unless (i) the Company is
the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia; (ii) the Person formed by or
surviving any such consolidation or merger (if other than the Company) or the
Person to which such sale, assignment, transfer, lease, conveyance or other
disposition will have been made assumes all the obligations of the Company under
the Notes and this Indenture pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee; (iii) immediately after such
transaction, no Default or Event of Default exists; and (iv) the Company or the
Person formed by or surviving any such consolidation or merger, or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have
been made will, at the time of such transaction after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.12 hereof. The foregoing clause (iv) will not
prohibit (a) a merger between the Company and a Wholly Owned Subsidiary of an
Affiliate of the Company created solely for the purpose of holding the Capital
Stock of the Company, (b) a merger between the Company and a Wholly Owned
Restricted Subsidiary or (c) a merger between the Company and an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
State of the United States so long as, in each case, the amount of Indebtedness
of the Company and its Restricted Subsidiaries is not increased thereby.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease or conveyance or other disposition of all or substantially all of the
assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company) and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the


                                       46
<PAGE>   52
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.01 hereof; provided, further, that solely for purposes of computing
Consolidated Net Income for purposes of clause (c) of the first paragraph of
Section 4.11 hereof, the Consolidated Net Income of any Person other than the
Company or any of its Restricted Subsidiaries shall be included only for periods
subsequent to the effective time of such consolidation or merger, sale,
assignment, transfer, lease or conveyance or other disposition of assets.


                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT AND NOTICE THEREOF.

         Each of the following constitutes an "Event of Default":

                  (a)      default which continues for 30 days in the payment
         when due of interest on the Notes;

                  (b)      default in payment when due of principal or premium,
         if any, on the Notes at maturity, upon redemption or otherwise;

                  (c)      failure by the Company for 30 days after receipt of
         notice from the Trustee or Holders of at least 30% in principal amount
         of the Notes then outstanding to comply with the provisions of Sections
         3.10, 4.09, 4.10, 4.11, 4.12 or Article 5 hereof.

                  (d)      failure by the Company for 60 days after notice from
         the Trustee or the Holders of at least 30% in principal amount of the
         Notes then outstanding to comply with its other agreements in this
         Indenture or the Notes;

                  (e)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or guarantee now exists, or is created after the date of
         this Indenture, which default (i) is caused by a failure to pay
         Indebtedness at its stated final maturity (after giving effect to any
         applicable grace period provided in such Indebtedness) (a "Payment
         Default") or (ii) results in the acceleration of such Indebtedness
         prior to its stated final maturity and, in each case, the principal
         amount of any such Indebtedness, together with the principal amount of
         any other such Indebtedness under which there has been a Payment
         Default or the maturity of which has been so accelerated, aggregates
         $20.0 million or more;

                  (f)      failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $20.0
         million (net of any amounts with respect to which a reputable and
         creditworthy insurance company has acknowledged liability in writing),
         which judgments are not paid, discharged or stayed within 60 days after
         their entry;

                  (g)      the Company or any of its Restricted Subsidiaries
         that is a Significant Subsidiary pursuant to or within the meaning of
         the Bankruptcy Law:


                                       47
<PAGE>   53
                           (i)      commences a voluntary case,

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

                           (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,

                           (v)      generally is not paying its debts as they
                                    become due; or

                  (h)      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 Restricted Subsidiaries that is a
                                    Significant Subsidiary in an involuntary
                                    case;

                           (ii)     appoints a Custodian of the Company or any
                                    of its Restricted Subsidiaries that is a
                                    Significant Subsidiary or for all or
                                    substantially all of the property of the
                                    Company or any of its Restricted
                                    Subsidiaries that is a Significant
                                    Subsidiary;

                           (iii)    orders the liquidation of the Company or any
                                    of its Restricted Subsidiaries that is a
                                    Significant Subsidiary; and

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

SECTION 6.02. ACCELERATION

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 30% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default specified in clause (g) or clause
(h) of Section 6.01 hereof, all outstanding Notes will become due and payable
without further action or notice. Upon any acceleration of maturity of the
Notes, all principal of and accrued interest on (if on or after August 1, 2002)
or Accreted Value of (if prior to August 1, 2002) the Notes shall be due and
payable immediately. Holders of the Notes may not enforce this Indenture or the
Notes except as provided in this Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. In the event of a
declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness
described in clause (e) of Section 6.01 hereof, the declaration of acceleration
of the Notes shall be automatically annulled if the holders of any Indebtedness
described in clause (e) of Section 6.01 hereof have rescinded the declaration of
acceleration in respect of such Indebtedness within 30 days of the date of such
declaration and if (y) the annulment of the acceleration of the Notes would not
conflict with any judgment or decree of a court of competent jurisdiction and
(z) all existing Events of Default, except nonpayment of principal or interest
on the Notes that became due solely because of the acceleration of the Notes,
have been cured or waived.


                                       48
<PAGE>   54
SECTION 6.03. OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may upon
delivery of pursue any available remedy to collect the payment of principal,
premium, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

         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
of the Notes waive any existing Default or Event of Default and its consequences
under this Indenture, except a continuing Default or Event of Default in the
payment of interest or premium on, or principal of, the Notes. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal, premium, if any, or interest) if it determines that withholding
notice is in such Holders' interest.

SECTION 6.05. CONTROL BY MAJORITY.

         The Holders of a majority in aggregate principal amount at maturity of
the then outstanding Notes may direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders of Notes or
that may involve the Trustee in personal liability. The Trustee may take any
other action which it deems proper which is not inconsistent with any such
direction.

SECTION 6.06. LIMITATION ON SUITS.

         No Holder of a Note will have any right to institute any proceeding
with respect to this Indenture or for any remedy hereunder, unless (i) such
Holder shall have previously given to the Trustee written notice of a continuing
Event of Default with respect to the Notes, (ii) the Holders of at least 30% in
aggregate principal amount at maturity of the Notes then outstanding shall have
made written request to the Trustee to institute such proceeding and, if
requested by the Trustee, provided reasonable indemnity to the Trustee, with
respect to such proceeding and (iii) the Trustee shall not have received from
the Holders of a majority in aggregate principal amount at maturity of the Notes
then outstanding a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days.

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and interest
on any Note, on or after the respective due


                                       49
<PAGE>   55
dates expressed in any Note, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.01(a) or (b) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, as administrative expenses associated with any such proceeding and
in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. PRIORITIES.

         If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money, subject to Article 10 hereof, in the following order:

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

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


                                       50
<PAGE>   56
         Third: without duplication, to the Holders for any other Obligations
         owing to the Holders under this Indenture and the Notes; and

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

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes 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 a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


                                    ARTICLE 7
                                     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, 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 duties of the Trustee shall be determined solely
by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and

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

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

                  (i)      this paragraph does not limit the effect of paragraph
(b) of this Section 7.01;


                                       51
<PAGE>   57
                  (ii)     the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; and

                  (iii)    the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.

         (d)      Whether or not therein expressly so provided, every provision

of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (e) and (f) of this Section 7.01 and Section 7.02
hereof.

         (e)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders unless the Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

SECTION 7.02. RIGHTS OF TRUSTEE.

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

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

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

         (f)      The Trustee shall be under no obligation to exercise any of
                  the rights or powers vested in it by this Indenture at the
                  request or direction of any of the Holders unless such Holders
                  shall have offered to the Trustee reasonable security or
                  indemnity against the costs, expenses and liabilities that
                  might be incurred by it in compliance with such request or
                  direction.


                                       52
<PAGE>   58
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 with the same
rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue as trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

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

SECTION 7.05. NOTICE OF DEFAULTS.

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

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports
as required by TIA Section 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

SECTION 7.07. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee, from time to time as may be
agreed upon between them, reasonable compensation for its acceptance of this
Indenture and services hereof. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances


                                       53
<PAGE>   59
and expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents and counsel.

         The Company shall indemnify and hold harmless the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereof, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereof. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in Section 6.01(g) or (h) hereof,
the expenses and the compensation for the services (including the fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

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

         (a)      the Trustee fails to comply with Section 7.10 hereof,

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

         (c)      a Custodian or public officer takes charge of the Trustee or
                  its property; or


                                       54
<PAGE>   60
         (d)      the Trustee becomes incapable of acting.

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

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereof have been paid and subject to the Lien provided for
in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business (including the trust
created by this Indenture) to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereof that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has, or is a wholly owned subsidiary of a bank holding
company that has, a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).


                                       55
<PAGE>   61
SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

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

SECTION 7.12. RIGHTS OF HOLDERS WITH RESPECT TO TIME METHOD AND PLACE

         Subject to the limitations of this Article 7, a majority in principal
amount of the outstanding Notes issued hereof shall have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee, subject to certain exceptions.


                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

         The Company may, at its option by Board Resolution, at any time, with
respect to the Notes, elect to have either Section 8.02 or Section 8.03 hereof
be applied to all Notes then outstanding upon compliance with the conditions set
forth below in this Article Eight.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all Notes then outstanding on
the date the conditions set forth below are satisfied ("Legal Defeasance"). For
this purpose such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by the Notes outstanding,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 and the other Sections of this Indenture referred to in clauses (i)
and (ii) of this Section 8.02, and to have satisfied all its other obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (i) the rights of Holders of outstanding Notes to
receive payments in respect of the principal amount at maturity or Accreted
Value (as applicable), premium, if any, and interest on such Notes when such
payments are due, or on the redemption date, as the case may be, solely from
amounts deposited with the Trustee as provided in Section 8.04 hereof, (ii) the
Company's obligations with respect to the Notes under Sections 2.03, 2.04, 2.05,
2.06, 2.07, 2.10, 4.02 and 4.03 hereof, (iii) the rights, powers, trusts,
duties, indemnities and immunities of the Trustee and the Company's obligations
in connection therewith and (iv) this Section 8.02.

SECTION 8.03. COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall be released from its
obligations under the covenants contained in Article Five and in Sections 4.04,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 with respect to the
outstanding Notes, if any, on and after the date the conditions set forth below
are satisfied (hereinafter, "Covenant


                                       56
<PAGE>   62
Defeasance"), and the Notes shall thereafter be deemed to be not "outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "outstanding" for all other purposes hereunder
(it being understood that such Notes shall not be deemed outstanding for
financial accounting purposes). For this purpose, such Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01(c) hereof, but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, Sections 6.01(d) through 6.01(f) and Section 6.01(i) shall not
constitute Events of Default.

SECTION 8.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of either Section
8.02 or Section 8.03 hereof to the outstanding Notes:

                  (i)      the Company shall have irrevocably deposited with the
Trustee, in trust, for the benefit of the Holders of the Notes and without
retaining any legal interest corpus of such trust, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal amount at maturity of or
Accreted Value (as applicable), premium, if any, and interest due on the
outstanding Notes on the stated maturity thereof or on the applicable optional
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;

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

                  (iii)    in the case of Covenant Defeasance, the Company shall
have delivered to the Trustee an opinion of counsel in the United States
reasonably acceptable to the Trustee confirming that, subject to customary
assumptions and exclusions, the Holders of the outstanding Notes will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such Covenant Defeasance and will be subject to such 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 Covenant Defeasance had not occurred;

                  (iv)     no Default or Event of Default shall have occurred
and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) or,
insofar as Events of Default set forth in Section 6.01(g) and (h), at any time
in the


                                       57
<PAGE>   63
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be satisfied until the expiration of
such period);

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

                  (vi)     the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that, as of the date of such opinion and
subject to customary assumptions and exclusions (which assumptions and
exclusions shall not relate to the operation of Section 547 of the United States
Bankruptcy Code or any analogous New York State law provision or related
judicial decisions) after the 91st day following the deposit the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, and that
the Trustee has a perfected security interest in such trust funds for the
ratable benefit of the Holders;

                  (vii)    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 of Notes over the other creditors of the
Company with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company or others;

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

                  (ix)     the Trustee shall have received such other documents
and assurances as the Trustee shall reasonably require.

SECTION 8.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; OTHER MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 4.03 hereof,
all money and Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
Notes then outstanding shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such Notes of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Notes then outstanding.


                                       58
<PAGE>   64
         Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time at the Company's
request any money or Government Securities held by it as provided in Section
8.04 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(i) hereof), are
in excess of the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06. REPAYMENT TO COMPANY.

         Subject to Section 7.07 hereof, the Trustee shall promptly pay to the
Company, after written request by the Company therefor, any money held at such
time in excess of the amounts required to pay any of the Company's Obligations
then owing with respect to the Notes.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest, if any, on any Note and remaining unclaimed for one year after such
principal, and premium, if any, or interest, if any, have become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

SECTION 8.07. REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or Government Securities in accordance with Section 8.02 hereof or
Section 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 hereof or Section 8.03 hereof, as the case may
be, until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 hereof or Section 8.03 hereof, as the
case may be; provided, however, that if the Company makes any payment of
principal of (or premium, if any) or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


                                       59
<PAGE>   65
                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

         Notwithstanding Section 9.02 hereof, without the consent of any Holder
of Notes, the Company and the Trustee may amend or supplement this Indenture or
the Notes:

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

         (b)      to provide for uncertificated Notes in addition to or in place
                  of certificated Notes;

         (c)      to comply with Article 5 hereof;

         (d)      to provide for the assumption of the Company's obligations to
                  the Holders of the Notes in the case of a merger,
                  consolidation, sale, assignment, transfer lease or other
                  conveyance or other disposition of assets;

         (e)      to make any change that would provide any additional rights or
                  benefits to the Holders of the Notes or that does not, in the
                  opinion of counsel, adversely affect the legal rights
                  hereunder of any such Holder;

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

         (g)      to comply with requirements of the Commission in order to
                  effect or maintain the qualification of this Indenture under
                  the Trust Indenture Act.


         Upon the written 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 an Officers' Certificate and an
Opinion of Counsel, the Trustee shall join with the Company in the execution of
any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

         Except as provided below in this Section 9.02, this Indenture and the
Notes issued hereunder may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount at maturity of the Notes then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or a tender offer or exchange offer for the Notes), and, subject
to Sections 6.02, 6.04 and 6.07 hereof, any existing default or compliance with
any provision of this Indenture, the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or a tender offer or exchange offer, for the Notes).


                                       60
<PAGE>   66
         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
an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with
the Company in the execution of such amended or supplemental indenture unless
such amended or supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

         The consent of the Holders is not necessary under this Section 9.02 to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the substance of the proposed amendment.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount at maturity of the Notes
then outstanding may waive compliance in a particular instance by the Company
with any provision of this Indenture, the Notes. However, without the consent of
each Holder affected, an amendment or waiver may not (with respect to any Note
held by a non-consenting Holder):

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

         (ii)     reduce the principal amount at maturity of or change the fixed
                  maturity of any Note or alter the redemption provisions with
                  respect to the redemption of the Notes (other than provisions
                  relating to Sections 4.09 and 4.10 hereof) or amend or modify
                  the calculation of the Accreted Value so as to reduce the
                  amount of the Accreted Value of the Notes;

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

         (iv)     waive a Default or Event of Default in the payment of
                  principal of, premium, if any, or interest on the Notes
                  (except a rescission of acceleration of the Notes by the
                  Holders of at least a majority in aggregate principal amount
                  at maturity of such Notes and a waiver of the payment default
                  that resulted from such acceleration) or in respect of a
                  covenant or a provision contained herein which cannot be
                  amended or modified without the consent of all Holders;

         (v)      make any Note payable in money other than that stated in such
                  Notes;

         (vi)     make any change in Section 6.04 or Section 6.07 hereof;

         (vii)    waive a redemption or repurchase payment with respect to any
                  Note (other than a payment required by Sections 3.10, 4.09 or
                  4.10 hereof);

         (viii)   modify any provision of this Indenture with respect to the
                  priority of the Notes in right of payment; or


                                       61
<PAGE>   67
         (ix)     make any change in the foregoing amendment and waiver
                  provisions of this Article 9.

         Notwithstanding the foregoing, any amendment or waiver to Section 4.09
hereof will require the consent of the Holders of at least two-thirds in
aggregate principal amount at maturity of the Notes then outstanding if such
amendment would adversely affect the rights of Holders of Notes.

SECTION 9.03. COMPLIANCE WITH TIA.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

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

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

         The Trustee may, but shall not be required to, place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment, supplement or waiver.

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

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until the Board of Directors
approves it. In signing or refusing to sign any amended or supplemental
indenture the Trustee shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon an Officers's Certificate and
an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company,
if any, in accordance with its terms.


                                       62
<PAGE>   68
                                   ARTICLE 10
                           SATISFACTION AND DISCHARGE

SECTION 10.01 SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall be discharged and will cease to be of further
effect as to all Notes issued hereunder, when either

         (a)      all such 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 and thereafter repaid to the Company) have
                  been delivered to the Trustee for cancellation; or

         (b)      (i)      all such Notes not theretofore delivered to such
                           Trustee for cancellation have become due and payable
                           by reason of the making of a notice of redemption or
                           otherwise or will become due and payable within one
                           year and the Company has irrevocably deposited or
                           caused to be deposited with such Trustee as trust
                           funds in trust an amount of money sufficient to pay
                           and discharge the entire Indebtedness on such Notes
                           not theretofore delivered to the Trustee for
                           cancellation for principal, premium, if any, and
                           accrued interest to the date of maturity or
                           redemption;

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

                  (iii)    the Company has paid or caused to be paid all sums
                           payable by it under this Indenture; and

                  (iv)     the Company has delivered irrevocable instructions to
                           the Trustee under this Indenture to apply the
                           deposited money toward the payment of such Notes at
                           maturity or the redemption date, as the case may be.

         In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

SECTION 10.02 APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 4.03 hereof,
all money deposited with the Trustee pursuant to Section 11.01 hereof shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee.


                                       63
<PAGE>   69
         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 hereof 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 such deposit had occurred pursuant to
Section 11.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on 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 money or
Government Securities held by the Trustee or Paying Agent.


                                   ARTICLE 11
                                  MISCELLANEOUS

SECTION 11.01. CONFLICT OF ANY PROVISION OF INDENTURE WITH TIA.

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

SECTION 11.02. NOTICES.

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



         If to the Company:

                  DecisionOne Holdings Corp.
                  50 East Swedesford Road
                  Frazer, Pennsylvania 19355
                  Attention:  Thomas M. Molchan, Esq.
                  Facsimile:  (610) 408-3820

         With a copy to:


                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York 10017
                  Attention:  Richard D. Truesdell, Esq.
                  Facsimile:  (212) 450-4800


                                       64
<PAGE>   70
         If to the Trustee:

                  State Street Bank and Trust Company
                  777 Main Street, 11th Floor
                  Hartford, Connecticut 06115
                  Attention: Corporate Trust Department
                  Facsimile: (860) 986-7920

         The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

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

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

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

SECTION 11.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

         (a)      an Officers' Certificate in form and substance reasonably
                  satisfactory to the Trustee (which shall include the
                  statements set forth in Section 1.05 hereof) stating that, in
                  the opinion of the signers, all conditions precedent and
                  covenants, if any, provided for in this Indenture relating to
                  the proposed action have been satisfied; and


                                       65
<PAGE>   71
         (b)      an Opinion of Counsel in form and substance reasonably
                  satisfactory to the Trustee (which shall include the
                  statements set forth in Section 1.05 hereof) stating that, in
                  the opinion of such counsel, all such conditions precedent and
                  covenants have been satisfied.

SECTION 11.05. LEGAL HOLIDAYS.

         In any case where any interest payment date, any date established for
payment of defaulted interest pursuant to Section 2.12 hereof, or any maturity
date with respect to any Note shall not be a Business Day, then (notwithstanding
any other provisions of this Indenture or the Notes) payment of interest or
principal (and premium, if any) need not be made on such date but may be made on
the next succeeding Business Day with the same force and effect as if made on
the interest payment date or date established for payment of defaulted interest
pursuant to Section 2.12 hereof or the maturity date, as applicable, and no
interest shall accrue with respect to such payment for the period from and after
such interest payment date or date established for payment of defaulted interest
pursuant to Section 2.12 or maturity date , as the case may be, to the next
succeeding Business Day.

SECTION 11.06. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

         No director, officer, employee, incorporator or stockholder of the
Company shall have any liability for any obligations of the Company under the
Notes or this Indenture or for any claim based on, in respect of, or by reason
of such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.

SECTION 11.07. GOVERNING LAW.

         THIS INDENTURE AND THE NOTES SHALL BE, GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE CHOICE OF LAW RULES THEREOF.

SECTION 11.08. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 11.09. SUCCESSORS AND ASSIGNS.

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


                                       66
<PAGE>   72
SECTION 11.10. SEVERABILITY.

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

SECTION 11.11. COUNTERPART ORIGINALS.

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

SECTION 11.12. TABLE OF CONTENTS, HEADINGS, ETC.

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




                         [Signatures on following page]


                                       67
<PAGE>   73
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed in New York, New York as of the day and year first above written.


                                       QUAKER HOLDING CO.


Dated:  August 7, 1997                 By:_________________________________
                                       Name:
                                       Title:



                                       STATE STREET BANK AND TRUST COMPANY

Dated:  August 7, 1997                 By:_________________________________
                                       Name:
                                       Title:


                                       68
<PAGE>   74
                                    EXHIBIT A
                                 (Face of Note)






[Unless and until it is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Depository
Trust Company shall act as the Depositary until a successor shall be appointed
by the Company. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.](1)




                   [Insert Warrant Endorsement as applicable]

--------
(1) This paragraph should be included only if the Note is issued in global form.


                                      A-1
<PAGE>   75
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT;
FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $560.13,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $439.87, THE ISSUE DATE IS AUGUST 7,
1997 AND THE YIELD TO MATURITY IS 11 1/2% PER ANNUM.

                   11 1/2% Senior Discount Debentures due 2008
No.                                                                   $_________
Cusip No:
                               QUAKER HOLDING CO.

promises to pay to Cede & Co. or registered assigns, the principal sum of
$_________________ (_______________________________ Dollars) on __________,
2008.

                 Interest Payment Dates: February 1 and August 1

                      Record Dates: January 15 and July 15






                                       By:______________________________
                                       Name:
                                       Title:





This is one of the 11 1/2% Senior
Discount Debentures due 2008
referred to in the within-mentioned Indenture:


STATE STREET BANK AND TRUST COMPANY,
as Trustee


By: _____________________________
       Authorized Signature


                                      A-2
<PAGE>   76
                                 (Back of Note)

                               QUAKER HOLDING CO.

                     11 1/2% Senior Discount Debentures 2008

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below.

1. INTEREST. Quaker Holding Co., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at the rate of 11
1/2% per annum in the manner specified below. Interest will not accrue prior to
August 1, 2002. Thereafter, the Company shall pay interest semi-annually in
arrears on February 1 and August 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from August 1, 2002.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate equal to the per annum rate on the Notes
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on January 15 and July 15 next preceding the Interest Payment
Date, even if such Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that
all payments with respect to Notes represented by one or more permanent global
Notes will be paid by wire transfer of immediately available funds to the
account of the Depository Trust Company or any successor thereto. Such payment
shall be in such coin or currency of the United Sates of America as at the time
of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, State Street Bank and Trust Company,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Notes may be presented for registration of transfer and exchange at the offices
of the Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

4. INDENTURE. The Company issued the Notes under an Indenture dated as of August
7, 1997 (the "Indenture") between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture


                                      A-3
<PAGE>   77
Act of 1939, as amended (15 U.S. Code SectionSection 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. The Notes are general unsecured
obligations of the Company limited to $148,400,000 in aggregate principal amount
at maturity.

5. OPTIONAL REDEMPTION. Except as set forth in the next paragraph, the Notes
will not be redeemable at the Company's option prior to August 1, 2002.
Thereafter, the Notes will be subject to redemption at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
written notice, at the redemption prices (expressed as a percentage of principal
amount) set forth below, together with accrued and unpaid interest thereon, to
the applicable redemption date, if redeemed during the twelve-month period
beginning on August 1 of each of the years indicated below:

<TABLE>
<CAPTION>
         YEAR                                                   PERCENTAGE OF
                                                                  PRINCIPAL
                                                                   AMOUNT
<S>                                                             <C>     
         2002 ................................................    105.750%
         2003 ................................................    103.833%
         2004 ................................................    101.017%
         2005 and thereafter .................................    100.000%
</TABLE>


    In addition, prior to August 1, 2000, the Company may, at its option, on any
one or more occasions redeem up to 35% of the original aggregate principal
amount at maturity of Notes at a redemption price equal to 111.50% of the
Accreted Value thereof, with the net cash proceeds of one or more Equity
Offerings; provided that at least 65% of the original aggregate principal amount
at maturity of Notes remains outstanding immediately after the occurrence of
each such redemption; and provided, further that any such redemption shall occur
within 90 days of the date of closing of each such Equity Offering.

6. MANDATORY REDEMPTION. Other than as set forth in paragraph 8, the Company
shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.

7. 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 whose Notes
are to be redeemed at its registered address. Notes may be redeemed in part but
only in whole multiples of $1,000. On and after the redemption date interest
ceases to accrue on Notes or portions thereof called for redemption.

8. REPURCHASE AT OPTION OF HOLDERS. (a) Upon the occurrence of a Change of
Control, the Company shall make an offer (a "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
the Notes at a price in cash equal to 101% of the aggregate principal amount at
maturity thereof plus accrued and unpaid interest, if any, to the date of
purchase (or, in the case of repurchases of Notes prior to August 1, 2002, at a
purchase price equal to 101% of the Accreted Value thereof as of the date of
repurchase) (the "Change of Control Payment"). Within 65 days following any
Change of Control, the Company shall mail a notice to each Holder of Notes
issued under the Indenture, with a copy to the Trustee, containing the
information set forth in Section 4.09 of the Indenture. Holders of Notes that
are


                                      A-4
<PAGE>   78
subject to an offer to purchase may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
side of this Note.

    (b) Within 395 days after the Company's or any Restricted Subsidiary's
receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted
Subsidiary shall apply such Net Proceeds (a) to permanently reduce Indebtedness
of a Restricted Subsidiary of the Company (and to correspondingly reduce
commitments with respect thereto) or (b) to repay Pari Passu Indebtedness
(provided that if the Company shall so repay Pari Passu Indebtedness, it will
equally and ratably reduce Indebtedness under the Notes if the Notes are then
redeemable or, if the Notes may not be then redeemed, the Company shall make an
offer pursuant to Section 3.10 of the Indenture to purchase at 100% of the
principal amount thereof at maturity (or, in the case of repurchases of Notes
prior to August 1, 2002, at a purchase price equal to 100% of the Accreted Value
thereof as of the date of repurchase) the amount of Notes that would otherwise
be redeemed or (c) to an investment in property, capital expenditures or assets
that are used or useful in a Permitted Business, or Capital Stock of any Person
primarily engaged in a Permitted Business if, as a result of the acquisition by
the Company or any Restricted Subsidiary thereof, such Person becomes a
Restricted Subsidiary. Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding sentence of this paragraph will be deemed
to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $15.0 million, the Company shall be required to make an Asset Sale Offer
to purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount at maturity thereof plus accrued and unpaid interest thereon to
the date of purchase (or, in the case of repurchases of Notes prior to August 1,
2002, at a purchase price equal to 100% of the Accreted Value thereof as of the
date of repurchase), in accordance with the procedures set forth in Section 3.10
of the Indenture. To the extent that the aggregate principal amount at maturity
or Accreted Value (as applicable) of Notes amount of Notes tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount at maturity of or Accreted Value (as applicable) of Notes
surrendered by holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. Neither the
Company nor the Registrar need exchange or register the transfer of any Note or
portion of a Note selected for redemption. Also, neither the Company nor the
Registrar need exchange or register the transfer of any Notes for a period of 15
days before a selection of Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its
owner for all purposes.


                                      A-5
<PAGE>   79
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture and the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount at maturity of the then
outstanding Notes, and, subject to the terms of the Indenture, any existing
default (other than a default in the payment of the principal of, premium, if
any, or interest on, the Notes) or compliance with any provision of the
Indenture and the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder, the Indenture and the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated Notes, to comply with Article 5 of
the Indenture, to provide for the assumption of the Company's obligations to
Holders of the Notes, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, to add covenants for
the benefit of the Holders or to surrender any right or power conferred upon the
Company, to comply with the requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the TIA or to provide for the
appointment of a successor trustee in compliance with the requirements of
Section 7.10 of the Indenture.

12. DEFAULTS AND REMEDIES. Each of the following constitutes an "Event of
Default": (a) default for 30 days in the payment when due of interest on the
Notes; (b) default in payment when due of principal or premium, if any, on the
Notes at maturity, upon redemption or otherwise; (c) failure by the Company for
30 days after receipt of notice from the Trustee or Holders of at least 30% in
principal amount of the Notes then outstanding to comply with the provisions of
Sections 3.10, 4.09, 4.10, 4.11, 4.12 or Article 5 of the Indenture; (d) failure
by the Company for 60 days after notice from the Trustee or the Holders of at
least 30% in principal amount of the Notes then outstanding to comply with its
other agreements in the Indenture or the Notes; (e) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default (i) is caused by a failure to pay Indebtedness at its stated final
maturity (after giving effect to any applicable grace period provided in such
Indebtedness) (a "Payment Default") or (ii) results in the acceleration of such
Indebtedness prior to its stated final maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $20.0 million or more; (f) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $20.0 million (net of any amounts with respect to which
a reputable and creditworthy insurance company has acknowledged liability in
writing), which judgments are not paid, discharged or stayed within 60 days
after their entry; and (g) certain events of bankruptcy with respect to the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary.

    If an Event of Default occurs and is continuing under the Indenture, the
Trustee or the Holders of at least 30% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising under
clause (f) or (g) of the preceding paragraph, all outstanding Notes will


                                      A-6
<PAGE>   80
become due and payable without further action or notice. Upon any acceleration
of maturity of the Notes, all principal of and accrued interest on (if on or
after August 1, 2002) or Accreted Value of (if prior to August 1, 2002) the
Notes shall be due and payable immediately. Holders of the Notes may not enforce
the Indenture or the Notes except as provided under the Indenture. Subject to
certain limitations Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
In the event of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in clause (e) of Section 6.01 of the Indenture, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (e) of Section 6.01 of the
Indenture have rescinded the declaration of acceleration in respect of such
Indebtedness within 30 days of the date of such declaration and if (y) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (z) all existing Events of
Default, except nonpayment of principal or interest on the Notes that became due
solely because of the acceleration of the Notes, have been cured or waived. The
Trustee may withhold from Holders of Notes notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal, premium, if any, or interest) if it determines that withholding
notice is in their interest. In addition, the Trustee shall have no obligation
to accelerate the Notes if in the best judgment of the Trustee acceleration is
not in the best interest of the Holders of such Notes.

13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company, and may otherwise deal with the Company, as if it were not the Trustee.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the
Company under these Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Holder by accepting
any of these Notes waives and releases all such liability.

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

16. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder
or an assignee, such as: TEN COM (= tenants in common), TENANT (= 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).

17. 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 and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

18. GOVERNING LAW. The internal law of the State of New York shall govern and be
used to construe the terms of this Note.


                                      A-7
<PAGE>   81
    The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

         DecisionOne Holdings Corp.
         50 East Swedesford Road
         Frazer, Pennsylvania 19355
         Attention:  Thomas M. Molchan, Esq.
         Facsimile:  (610) 408-3820


                                      A-8
<PAGE>   82
                                 ASSIGNMENT FORM


       To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


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


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

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

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

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

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


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

Date:______________________

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


Signature Guarantee.


                                      A-9
<PAGE>   83
                       OPTION OF HOLDER TO ELECT PURCHASE

    If you want to elect to have this Note purchased by the Company pursuant to
Section 4.09 or 4.10 of the Indenture, check the box below:

           [ ] Section 4.09                     [ ] Section 4.10

    If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.09 or Section 4.10 of the Indenture, state the amount you
elect to have purchased: $___________


Date:___________________               Your Signature:__________________________
                                 (Sign exactly as your name appears on the Note)

                                       Tax Identification No.:__________________


Signature Guarantee.


                                      A-10
<PAGE>   84
                  SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES(2)


    The following exchanges of a part of this global Note for Notes in
definitive form have been made:


<TABLE>
<CAPTION>
                                                                          Principal Amount of this       Signature of
                         Amount of decrease in     Amount of increase in         Global Note              authorized
                          Principal Amount of       Principal Amount of    following such decrease        officer of
   Date of Exchange        this Global Note          this Global Note           (or increase)              Trustee
----------------------  -----------------------  ------------------------ ------------------------       ------------
<S>                     <C>                      <C>                      <C>                            <C>    
</TABLE>


--------
(2) This should be included only if the Note is issued in global form.


                                      A-11
<PAGE>   85
                                    EXHIBIT B

                          FORM OF ASSUMPTION AGREEMENT


         ASSUMPTION AGREEMENT (this "Agreement"), dated as of August 7, 1997,
between DecisionOne Holdings Corp., a Delaware corporation (the "Company"), and
State Street Bank and Trust Company, as trustee under the indenture referred to
below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, Quaker Holding Co., a Delaware corporation ("Quaker"), has
heretofore executed and delivered to the Trustee an indenture (the "Indenture"),
dated as of the date hereof, providing for the issuance of 11 1/2% Senior
Discount Debentures due 2008 (the "Notes");

         WHEREAS, Quaker has been merged with and into the Company;

         WHEREAS, pursuant to Section 4.17 of the Indenture, the Company is
required to execute and deliver this Agreement concurrently with such merger;

         WHEREAS, pursuant to Section 9.01 of the Indenture the Trustee is
authorized to execute and deliver this Agreement; and

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the holders of the Securities as follows:

         1.       ASSUMPTION. The Company hereby assumes all of the obligations
of Quaker under the Indenture and the Notes and, hereafter, shall be deemed the
"Company" for all purposes under the Indenture and the Notes.

         2.       NEW YORK LAW TO GOVERN. The internal law of the State of New
York, without regard to the choice of law rules thereof, shall govern and be
used to construe this Agreement.

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

         4.       EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.


                         [Signatures on following page]


                                       B-1
<PAGE>   86
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the date first above written.


Dated: August 7, 1997                  DECISIONONE HOLDINGS CORP.


                                       By: _____________________________________
                                       Name:
                                       Title:



Dated: August 7, 1997                  STATE STREET BANK AND TRUST COMPANY
                                       as Trustee


                                       By: _____________________________________
                                       Name:
                                       Title:


                                       B-2