EXHIBIT 4.2


                                  TRACOR, INC.,
                                   as Issuer,

                                       and

                            THE SUBSIDIARY GUARANTORS

                                          (defined herein)

                                       and

                       U.S. TRUST COMPANY OF TEXAS, N.A.,

                                             as Trustee

                                    INDENTURE

                            Dated as of March 1, 1997

                               up to $355,000,000

                    8 1/2% Senior Subordinated Notes due 2007
                             CROSS-REFERENCE TABLE


  
 
  TIA                                                    Indenture
Section                                                   Section
-------                                                  ---------
                                                          
310(a)(1) . . . . . . . . . . . . . . . . . . . . . .      7.10
   (a)(2)   . . . . . . . . . . . . . . . . . . . . .      7.10
   (a)(3)   . . . . . . . . . . . . . . . . . . . . .      N.A.
   (a)(4)   . . . . . . . . . . . . . . . . . . . . .      N.A.
   (a)(5)   . . . . . . . . . . . . . . . . . . . . .      7.08; 7.10
   (b)  . . . . . . . . . . . . . . . . . . . . . . .      7.08; 7.10; 12.02
   (c)  . . . . . . . . . . . . . . . . . . . . . . .      N.A.
311(a)  . . . . . . . . . . . . . . . . . . . . . . .      7.11
   (b)  . . . . . . . . . . . . . . . . . . . . . . .      7.11
   (c)  . . . . . . . . . . . . . . . . . . . . . . .      N.A.
312(a)  . . . . . . . . . . . . . . . . . . . . . . .      2.05
   (b)  . . . . . . . . . . . . . . . . . . . . . . .      12.03
   (c)  . . . . . . . . . . . . . . . . . . . . . . .      12.03
313(a)  . . . . . . . . . . . . . . . . . . . . . . .      7.06
   (b)(1)   . . . . . . . . . . . . . . . . . . . . .      N.A.
   (b)(2)   . . . . . . . . . . . . . . . . . . . . .      7.06
   (c)  . . . . . . . . . . . . . . . . . . . . . . .      7.06; 12.02
   (d)  . . . . . . . . . . . . . . . . . . . . . . .      7.06
314(a)  . . . . . . . . . . . . . . . . . . . . . . .      4.06; 4.08; 12.02
   (b)  . . . . . . . . . . . . . . . . . . . . . . .      N.A.
   (c)(1)   . . . . . . . . . . . . . . . . . . . . .      12.04
   (c)(2)   . . . . . . . . . . . . . . . . . . . . .      12.04
   (c)(3)   . . . . . . . . . . . . . . . . . . . . .      N.A.
   (d)  . . . . . . . . . . . . . . . . . . . . . . .      N.A.
   (e)  . . . . . . . . . . . . . . . . . . . . . . .      12.05
   (f)  . . . . . . . . . . . . . . . . . . . . . . .      N.A.
315(a)  . . . . . . . . . . . . . . . . . . . . . . .      7.01(b)
   (b)  . . . . . . . . . . . . . . . . . . . . . . .      7.05; 12.02
   (c)  . . . . . . . . . . . . . . . . . . . . . . .      7.01(a)
   (d)  . . . . . . . . . . . . . . . . . . . . . . .      7.01(c)
   (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
   (c)  . . . . . . . . . . . . . . . . . . . . . . .      9.05
317(a)(1) . . . . . . . . . . . . . . . . . . . . . .      6.08
   (a)(2)   . . . . . . . . . . . . . . . . . . . . .      6.09
   (b)  . . . . . . . . . . . . . . . . . . . . . . .      2.04
318(a)  . . . . . . . . . . . . . . . . . . . . . . .      12.01
   (c)  . . . . . . . . . . . . . . . . . . . . . . .      12.01
 

----------------------
N.A. means Not Applicable
NOTE:  This Cross-Reference Table shall not, for any purpose, be deemed to be a
       part of the Indenture.
                               TABLE OF CONTENTS
  
 
                                                                            Page
                                                                            ----
                                                                             
                                   ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . .    1
SECTION 1.02. Incorporation by Reference of TIA.  . . . . . . . . . . . . .   22
SECTION 1.03. Rules of Construction.  . . . . . . . . . . . . . . . . . . .   23

                                   ARTICLE TWO
                                    THE NOTES
SECTION 2.01. Form and Dating.  . . . . . . . . . . . . . . . . . . . . . .   23
SECTION 2.02. Execution and Authentication; Aggregate Principal Amount. . .   24
SECTION 2.03. Registrar and Paying Agent. . . . . . . . . . . . . . . . . .   26
SECTION 2.04. Paying Agent To Hold Assets in Trust. . . . . . . . . . . . .   26
SECTION 2.05. Noteholder Lists. . . . . . . . . . . . . . . . . . . . . . .   27
SECTION 2.06. Transfer and Exchange.  . . . . . . . . . . . . . . . . . . .   27
SECTION 2.07. Replacement Notes.  . . . . . . . . . . . . . . . . . . . . .   28
SECTION 2.08. Outstanding Notes.  . . . . . . . . . . . . . . . . . . . . .   28
SECTION 2.09. Treasury Notes. . . . . . . . . . . . . . . . . . . . . . . .   29
SECTION 2.10. Temporary Notes.  . . . . . . . . . . . . . . . . . . . . . .   29
SECTION 2.11. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . .   30
SECTION 2.12. Defaulted Interest. . . . . . . . . . . . . . . . . . . . . .   30
SECTION 2.13. CUSIP Number. . . . . . . . . . . . . . . . . . . . . . . . .   30
SECTION 2.14. Deposit of Moneys.  . . . . . . . . . . . . . . . . . . . . .   31
SECTION 2.15. Book-Entry Provisions for Global Note.  . . . . . . . . . . .   31
SECTION 2.16. Special Transfer Provisions.  . . . . . . . . . . . . . . . .   32

                                  ARTICLE THREE
                                   REDEMPTION
SECTION 3.01. Notices to Trustee. . . . . . . . . . . . . . . . . . . . . .   35
SECTION 3.02. Selection of Notes To Be Redeemed.  . . . . . . . . . . . . .   35
SECTION 3.03. Notice of Redemption. . . . . . . . . . . . . . . . . . . . .   35
SECTION 3.04. Effect of Notice of Redemption. . . . . . . . . . . . . . . .   37
SECTION 3.05. Deposit of Redemption Price.  . . . . . . . . . . . . . . . .   37
SECTION 3.06. Notes Redeemed in Part. . . . . . . . . . . . . . . . . . . .   37

                                  ARTICLE FOUR
                                    COVENANTS
SECTION 4.01. Payment of Notes. . . . . . . . . . . . . . . . . . . . . . .   38
SECTION 4.02. Maintenance of Office or Agency.  . . . . . . . . . . . . . .   38
SECTION 4.03. Corporate Existence.  . . . . . . . . . . . . . . . . . . . .   38
SECTION 4.04. Payment of Taxes and Other Claims.  . . . . . . . . . . . . .   39
SECTION 4.05. Maintenance of Properties and Insurance.  . . . . . . . . . .   39
SECTION 4.06. Compliance Certificate; Notice of Default.  . . . . . . . . .   40
SECTION 4.07. Compliance with Laws. . . . . . . . . . . . . . . . . . . . .   41
SECTION 4.08. SEC Reports.  . . . . . . . . . . . . . . . . . . . . . . . .   41
SECTION 4.09. Waiver of Stay, Extension or Usury Laws.  . . . . . . . . . .   42
SECTION 4.10. Limitation on Restricted Payments.  . . . . . . . . . . . . .   43
 
  
                                                                             
SECTION 4.11. Limitation on Transactions with Affiliates. . . . . . . . . .   44
SECTION 4.12. Limitation on Indebtedness. . . . . . . . . . . . . . . . . .   45
SECTION 4.13. Limitation on Payment Restrictions Affecting Subsidiaries.  .   48
SECTION 4.14. Limitation on Additional Senior Subordinated Indebtedness.  .   49
SECTION 4.15. Limitation on Change of Control.  . . . . . . . . . . . . . .   49
SECTION 4.16. Limitation on Asset Sales.  . . . . . . . . . . . . . . . . .   51
SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries. . .   53
SECTION 4.18. Limitation on Liens.  . . . . . . . . . . . . . . . . . . . .   54
SECTION 4.19. Limitation on Transfer of Assets to Certain Subsidiaries. . .   54
SECTION 4.20. Guarantees of Certain Indebtedness  . . . . . . . . . . . . .   54

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, Etc.  . . . . . . . . . . . . . . . .   55
SECTION 5.02. Successor Corporation Substituted.  . . . . . . . . . . . . .   56

                                   ARTICLE SIX
                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default.  . . . . . . . . . . . . . . . . . . . . .   56
SECTION 6.02. Acceleration. . . . . . . . . . . . . . . . . . . . . . . . .   58
SECTION 6.03. Other Remedies. . . . . . . . . . . . . . . . . . . . . . . .   59
SECTION 6.04. Waiver of Past Defaults.  . . . . . . . . . . . . . . . . . .   60
SECTION 6.05. Control by Majority.  . . . . . . . . . . . . . . . . . . . .   60
SECTION 6.06. Limitation on Suits.  . . . . . . . . . . . . . . . . . . . .   60
SECTION 6.07. Rights of Holders To Receive Payment. . . . . . . . . . . . .   61
SECTION 6.08. Collection Suit by Trustee. . . . . . . . . . . . . . . . . .   61
SECTION 6.09. Trustee May File Proofs of Claim. . . . . . . . . . . . . . .   62
SECTION 6.10. Priorities. . . . . . . . . . . . . . . . . . . . . . . . . .   62
SECTION 6.11. Undertaking for Costs.  . . . . . . . . . . . . . . . . . . .   63
SECTION 6.12. Restoration of Rights and Remedies. . . . . . . . . . . . . .   63

                                  ARTICLE SEVEN
                                     TRUSTEE

SECTION 7.01. Duties of Trustee.  . . . . . . . . . . . . . . . . . . . . .   64
SECTION 7.02. Rights of Trustee.  . . . . . . . . . . . . . . . . . . . . .   65
SECTION 7.03. Individual Rights of Trustee. . . . . . . . . . . . . . . . .   66
SECTION 7.04. Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . .   67
SECTION 7.05. Notice of Default.  . . . . . . . . . . . . . . . . . . . . .   67
SECTION 7.06. Reports by Trustee to Holders.  . . . . . . . . . . . . . . .   67
SECTION 7.07. Compensation and Indemnity. . . . . . . . . . . . . . . . . .   68
SECTION 7.08. Replacement of Trustee. . . . . . . . . . . . . . . . . . . .   69
SECTION 7.09. Successor Trustee by Merger, Etc. . . . . . . . . . . . . . .   70
SECTION 7.10. Eligibility; Disqualification.  . . . . . . . . . . . . . . .   70
SECTION 7.11. Preferential Collection of Claims Against Company.  . . . . .   71
 
  
                                                                             
                                  ARTICLE EIGHT
                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of the Company's Obligations. . . . . . . . . . .   71
SECTION 8.02. Legal Defeasance and Covenant Defeasance. . . . . . . . . . .   73
SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.  . . .   74
SECTION 8.04. Application of Trust Money. . . . . . . . . . . . . . . . . .   76
SECTION 8.05. Repayment to the Company or the Subsidiary Guarantors.  . . .   77
SECTION 8.06. Satisfaction and Discharge. . . . . . . . . . . . . . . . . .   77
SECTION 8.07. Reinstatement.  . . . . . . . . . . . . . . . . . . . . . . .   77

                                  ARTICLE NINE
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders. . . . . . . . . . . . . . . . . .   78
SECTION 9.02. With Consent of Holders.  . . . . . . . . . . . . . . . . . .   79
SECTION 9.03. Effect on Senior Indebtedness.  . . . . . . . . . . . . . . .   80
SECTION 9.04. Compliance with TIA.  . . . . . . . . . . . . . . . . . . . .   81
SECTION 9.05. Revocation and Effect of Consents.  . . . . . . . . . . . . .   81
SECTION 9.06. Notation on or Exchange of Notes. . . . . . . . . . . . . . .   82
SECTION 9.07. Trustee To Sign Amendments, Etc.  . . . . . . . . . . . . . .   82

                                   ARTICLE TEN
                                  SUBORDINATION

SECTION 10.01. Notes Subordinated to Senior Indebtedness. . . . . . . . . .   83
SECTION 10.02. No Payment on Notes in Certain Circumstances.  . . . . . . .   83
SECTION 10.03. Payment Over of Proceeds Upon  Dissolution, Etc. . . . . . .   85
SECTION 10.04. Payments May Be Paid Prior to  Dissolution.  . . . . . . . .   86
SECTION 10.05. Subrogation. . . . . . . . . . . . . . . . . . . . . . . . .   87
SECTION 10.06. Obligations of the Company Unconditional.  . . . . . . . . .   88
SECTION 10.07. Notice to Trustee. . . . . . . . . . . . . . . . . . . . . .   88
SECTION 10.08. Reliance on Judicial Order or Certificate of
               Liquidating Agent.   . . . . . . . . . . . . . . . . . . . .   89
SECTION 10.09. Trustee's Relation to Senior Indebtedness. . . . . . . . . .   89
SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions
               of the Company or Holders of Senior Indebtedness.  . . . . .   90
SECTION 10.11. Noteholders Authorize Trustee To Effectuate
               Subordination of Notes.  . . . . . . . . . . . . . . . . . .   91
SECTION 10.12. This Article Ten Not To Prevent Events of Default. . . . . .   91
SECTION 10.13. Trustee's Compensation Not Prejudiced. . . . . . . . . . . .   92

                                 ARTICLE ELEVEN
                                   GUARANTEES

SECTION 11.01. Unconditional Guarantee. . . . . . . . . . . . . . . . . . .   92
SECTION 11.02. Subordination of Guarantee.  . . . . . . . . . . . . . . . .   93
SECTION 11.03. Severability.  . . . . . . . . . . . . . . . . . . . . . . .   93
SECTION 11.04. Release of a Subsidiary Guarantor. . . . . . . . . . . . . .   93
SECTION 11.05. Limitation of Subsidiary Guarantor's Liability.  . . . . . .   94
SECTION 11.06. Subsidiary Guarantors May Consolidate, Etc.,
               on Certain Terms.  . . . . . . . . . . . . . . . . . . . . .   94
SECTION 11.07. Contribution.  . . . . . . . . . . . . . . . . . . . . . . .   96
SECTION 11.08. Waiver of Subrogation. . . . . . . . . . . . . . . . . . . .   96
 
  
                                                                          
SECTION 11.09. Execution of Guarantee.  . . . . . . . . . . . . . . . . .     97
SECTION 11.10. No Payment on Guarantees in Certain Circumstances. . . . .     97
SECTION 11.11. Payment Over of Proceeds Upon Dissolution, Etc.  . . . . .     99
SECTION 11.12. Payments May Be Paid Prior to Dissolution. . . . . . . . .    101
SECTION 11.13. Subrogation. . . . . . . . . . . . . . . . . . . . . . . .    101
SECTION 11.14. Obligations of Each Guarantor Unconditional. . . . . . . .    102
SECTION 11.15. Notice to Trustee. . . . . . . . . . . . . . . . . . . . .    102
SECTION 11.16. Reliance on Judicial Order or Certificate of
               Liquidating Agent.   . . . . . . . . . . . . . . . . . . .    103
SECTION 11.17. Trustee's Relation to Guarantor Senior Indebtedness. . . .    104
SECTION 11.18. Subordination Rights Not Impaired by Acts or
               Omissions of a Subsidiary Guarantor or Holders of
               Guarantor Senior Indebtedness.   . . . . . . . . . . . . .    104
SECTION 11.19. Noteholders Authorize Trustee To Effectuate
               Subordination of Guarantees.   . . . . . . . . . . . . . .    105
SECTION 11.20. This Article Eleven Not To Prevent Events of Default.  . .    105
SECTION 11.21. Trustee's Compensation Not Prejudiced. . . . . . . . . . .    106

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

SECTION 12.01. TIA Controls.  . . . . . . . . . . . . . . . . . . . . . .    106
SECTION 12.02. Notices. . . . . . . . . . . . . . . . . . . . . . . . . .    106
SECTION 12.03. Communications by Holders with Other Holders.  . . . . . .    108
SECTION 12.04. Certificate and Opinion as to Conditions Precedent.  . . .    108
SECTION 12.05. Statements Required in Certificate or Opinion. . . . . . .    109
SECTION 12.06. Rules by Trustee, Paying Agent, Registrar. . . . . . . . .    109
SECTION 12.07. Legal Holidays.  . . . . . . . . . . . . . . . . . . . . .    110
SECTION 12.08. Governing Law. . . . . . . . . . . . . . . . . . . . . . .    110
SECTION 12.09. No Adverse Interpretation of Other Agreements. . . . . . .    110
SECTION 12.10. No Recourse Against Others.  . . . . . . . . . . . . . . .    110
SECTION 12.11. Successors.  . . . . . . . . . . . . . . . . . . . . . . .    111
SECTION 12.12. Duplicate Originals. . . . . . . . . . . . . . . . . . . .    111
SECTION 12.13. Severability.  . . . . . . . . . . . . . . . . . . . . . .    111

Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     97
Exhibit A(1) - Form of Initial Note with Guarantee  . . . . . . . . . . .  A.1-1
Exhibit A(2) - Form of Exchange Note with Guarantee . . . . . . . . . . .  A.2-1
Exhibit B    - Form of Legend for Global Notes  . . . . . . . . . . . . .    B-1
Exhibit C    - Form of Certificate To Be Delivered in Connection
               with Transfers to Non-QIB Accredited Investors   . . . . .    C-1
Exhibit D    - Form of Certificate To Be Delivered in Connection
               with Transfers Pursuant to Regulation S  . . . . . . . . .    D-1
 
Note:  This Table of Contents shall not, for any purpose, be deemed to be part
       of the Indenture.
       INDENTURE, dated as of March 1, 1997, among Tracor, Inc., a Delaware
corporation (the "Company"), the Subsidiary Guarantors (as hereinafter defined)
and U.S. Trust Company of Texas, N.A., as Trustee (the "Trustee").

       The Company has duly authorized the creation of an issue of 8 1/2%
Senior Subordinated Notes due 2007 (the "Notes") and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture. All
things necessary to make the Notes, when duly issued and executed by the
Company and authenticated and delivered hereunder, the valid obligations of the
Company, and to make this Indenture a valid and binding agreement of the
Company, have been done.

       Each party hereto agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Notes.


                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

       SECTION 1.01. Definitions.

       "Acceleration Notice" has the meaning provided in Section 6.02.

       "Acquired Indebtedness" means (i) with respect to any person that
becomes a Restricted Subsidiary, Indebtedness of such person at the time such
person becomes a Restricted Subsidiary and not incurred in connection with, or
in contemplation of, such person becoming a Restricted Subsidiary, treating for
purposes of this definition as Indebtedness the unused portion of any revolving
loan commitments provided in agreements to which such person is a party as
borrower or guarantor and (ii) with respect to the Company or any of its
Restricted Subsidiaries, any Indebtedness assumed by the Company or any of its
Restricted Subsidiaries in connection with the acquisition of any assets from
another person (other than the Company or any of its Restricted Subsidiaries),
and which was not incurred by such other person in connection with or, in
contemplation of, such acquisition.

       "Adjusted Net Assets" of a Subsidiary Guarantor at any date shall mean
the lesser of the amount by which (i) the fair value of the property of such
Subsidiary Guarantor exceeds the total amount of liabilities, including,
without limitation, contingent liabilities (after giving effect to all other
fixed and contingent liabilities incurred or assumed on such date), but
excluding liabilities under the Guarantee, of such Subsidiary Guarantor at such
date and (ii) the present fair salable value of the assets of such Subsidiary
Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Subsidiary Guarantor on its debts (after giving
effect to all other fixed and contingent liabilities incurred or assumed on
such date and after giving effect
to any collection from any Subsidiary of such Subsidiary Guarantor in respect
of the obligations of such Subsidiary under the Guarantee), excluding debt in
respect of the Guarantee, as they become absolute and matured.

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

       "Affiliate Transaction" has the meaning provided in Section 4.11.

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

       "Agent Members has the meaning provided in Section 2.15.

       "Applicable Premium" means, with respect to a Note at any Redemption
Date, the greater of (i) 1.0% of the principal amount of such Note and (H) the
excess of (A) the present value at such time of (1) the redemption price of
such Note at March 1, 2002 (such redemption price being described in Section
6(a) of the Note) plus (2) all required interest payments due on such Note
through March 1, 2002, computed using a discount rate equal to the Treasury
Rate plus 100 basis points, over (B) the principal amount of such Note.

       "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease, assignment or other transfer for value (including any sale and
leaseback transaction) by the Company or any of its Restricted Subsidiaries to
any person other than the Company or any Wholly Owned Restricted Subsidiary of
(i) any Capital Stock of any Restricted Subsidiary; or (ii) any other property
or assets of the Company or any Restricted Subsidiary other than in the
ordinary course of business, in each case, resulting in Net Cash Proceeds to
the Company and its Restricted Subsidiaries of $500,000 or more, provided that
the sale, conveyance, transfer, assignment or other transfer of substantially
all of the assets of the Company and its Restricted Subsidiaries taken as a
whole will be governed by the terms of Section 5.01 of this Indenture.

       "Authenticating Agent" has the meaning provided in Section 2.02.

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

       "Blockage Period" has the meaning provided in Section 10.02(a).

       "Board of Directors" means, as to any person, the board of directors of
such person or any duly authorized committee thereof.





                                       2
       "Board Resolution" means, with respect to any person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such person
to have been duly adopted by the Board of Directors of such person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

       "Business Day" means a day that is not a Legal Holiday.

       "Capital Stock" means, with respect to any person, any and all shares,
interests, participations or other equivalents (however designated) of
corporate stock, including each class of common stock and preferred stock of
such person.

       "Capitalized Lease Obligation" means obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of Indebtedness represented by such obligations shall be
the capitalized amount of such obligations determined in accordance with GAAP.

       "Cash Equivalents" means (i) obligations issued or unconditionally
guaranteed by the United States of America or any agency thereof, or
obligations issued by any agency or instrumentality thereof and backed by the
full faith and credit of the United States of America, (ii) commercial paper
rated the highest grade by Moody's Investors Service, Inc. and Standard &
Poor's Ratings Services and maturing not more than one year from the date of
creation thereof, (iii) demand and time deposits with, and certificates of
deposit and banker's acceptances issued by, any bank having capital surplus and
undivided profits aggregating at least $500 million and maturing not more than
one year from the date of creation thereof, provided that instruments issued by
banks not having one of the two highest ratings obtainable from either Standard
& Poor's Ratings Services or Moody's Investors Services, Inc. shall not
constitute "Cash Equivalents" for purposes of the subordination provisions of
this Indenture, (iv) repurchase agreements that are secured by a perfected
security interest in an obligation described in clause (i) above and are with
any bank described in clause (iii) above, and (v) readily marketable direct
obligations issued by any state of the United States of America or any
political subdivision thereof having one of the two highest rating categories
obtainable from either Moody's Investors Service, Inc. or Standard & Poor's
Ratings Services.

       "Change of Control" means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all or substantially all of the assets of
the Company to any person or group of related persons for purposes of Section
13(d) of the Exchange Act (a "Group") together with any Affiliates thereof
(whether or not otherwise in compliance with the provisions of this Indenture);
(ii) the approval by the holders of Capital Stock of the Company of any plan or
proposal for the liquidation or dissolution of the Company (whether or not
otherwise in compliance with the provisions of this Indenture); or (iii) the





                                       3
acquisition in one or more transactions, of beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) by (x) any person or entity or
(y) any group of persons or entities who constitute a Group, in either case, of
any securities of the Company such that, as a result of such acquisition, such
person, entity or Group either (A) beneficially owns (within the meaning of
Rule 13d-3 under the Exchange Act), directly or indirectly, at least 35% of the
Company's then outstanding voting securities entitled to vote on a regular
basis for the Board of Directors of the Company, or (B) otherwise has the
ability to elect, directly or indirectly, a majority of the members of the
Company's Board of Directors, including without limitation by the acquisition
of revocable proxies for the election of directors.

       "Change of Control Date" has the meaning provided in Section 4.15.

       "Change of Control Offer" has the meaning provided in Section 4.15.

       "Change of Control Payment Date" has the meaning provided in
Section 4.15.

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

       "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means such
successor.

       "Consolidated EBITDA" of the Company means, for any period, the sum
(without duplication) of (i) Consolidated Net Income, (ii) to the extent
Consolidated Net Income has been reduced thereby, all income taxes of the
Company and its Restricted Subsidiaries paid or accrued in accordance with GAAP
for such period, Consolidated Interest Expense, amortization expense (including
write-off of intangible assets and deferred financing costs), depreciation
expense, and any restructuring reserve or charge recorded during such period in
accordance with GAAP, (iii) LIFO charges (credit) of the Company and its
Restricted Subsidiaries for such period and (iv) other non-cash items reducing
Consolidated Net Income (excluding any such charge which requires an accrual of
or a cash reserve for cash charges for any future period) less (x) other non-
cash items increasing Consolidated Net Income and (y) the amount of all cash
payments made by such person or its subsidiaries during such period to the
extent that such cash payment has been provided for in a reserve or charge
referred to (and previously added back to such Consolidated Net Income) in
clause (ii) or (iv) above (and were not otherwise deducted in the computation
of Consolidated Net Income of such person for such period), all as





                                       4
determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP.

       "Consolidated Interest Expense" of the Company means the aggregate of
(i) all cash and non-cash interest expense (minus amortization or write-off of
deferred financing costs included in cash or non-cash interest expense and
minus interest income and capitalized interest) with respect to all outstanding
Indebtedness of the Company and its Restricted Subsidiaries for such period
plus (ii) the product of (x) the amount of all dividend payments on any series
of Preferred Stock of the Company and the Restricted Subsidiaries (other than
dividends paid in Qualified Capital Stock) paid, accrued (other than to or for
the benefit of the Company or a Restricted Subsidiary) or scheduled to be paid
or accrued during such period times (y) a fraction, the numerator of which is
one and the denominator of which is one minus the then current effective
consolidated federal, state and local tax rate of the Company expressed as a
decimal.

       "Consolidated Net Income" of the Company means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided that there shall be excluded therefrom (i) gains and losses from Asset
Sales or abandonments or reserves relating thereto and the related tax effects,
(ii) items classified as extraordinary, nonrecurring or unusual gains and
losses, and the related tax effects, each determined in accordance with GAAP,
(iii) the net income of any person acquired in a pooling of interests
transaction accrued prior to the date it becomes a Restricted Subsidiary of the
Company or is merged or consolidated with the Company or any Restricted
Subsidiary, (iv) the net income of any Restricted Subsidiary to the extent that
the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income was actually prevented by contract, operation of law
or otherwise and (v) the net income of any person, other than a Restricted
Subsidiary, except to the extent of the lesser of (x) cash dividends or
distributions paid to the Company or a Restricted Subsidiary of the Company by
such person and (y) the net income of such person (but in no event less than
zero).

       "Consolidated Net Worth" of any person means the consolidated
stockholders' equity of such person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such person; provided that the Consolidated Net
Worth of any person shall exclude the effect of any non-cash charges relating
to the acceleration of stock options or similar securities of such person or
another person with which such person is merged or consolidated.

       "Covenant Defeasance" has the meaning provided in Section 8.02(c).

       "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect





                                       5
the Company or any Restricted Subsidiary against fluctuations in currency
values.

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

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

       "Default Notice" has the meaning provided in Section 10.02(a).

       "Depository" means The Depository Trust Company, its nominees and
successors.

       "Designated Senior Indebtedness" means any Indebtedness under or in
respect of the New Bank Credit Facility.

       "Disqualified Capital Stock" means, with respect to any person, any
Capital Stock which, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable), or upon the happening of
any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is exchangeable for Indebtedness, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
maturity date of the Notes.

       "Event of Default" has the meaning provided in Section 6.01.

       "Excess Net Proceeds" shall mean Net Cash Proceeds of any Asset Sale not
applied in accordance with clause (iii)(x) or (y) of the first paragraph of
Section 4.16.

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

       "Exchange Notes" means the 8 1/2% Senior Subordinated Notes due 2007 to
be issued in exchange for the Initial Notes pursuant to the Registration Rights
Agreement or, with respect to Initial Notes issued under this Indenture
subsequent to the Issue Date pursuant to Section 2.02, a registration rights
agreement substantially identical to the Registration Rights Agreement.

       "Exchange Offer" has the meaning assigned to such term in the
Registration Rights Agreement, dated as of March 14, 1997, by and among the
Company, the Subsidiary Guarantors and BT Securities Corporation as Initial
Purchaser (the "Registration Rights Agreement").

       "fair market value" means, with respect to any asset or Property, the
price which could be negotiated in an arm's-length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of
whom is under





                                       6
undue pressure or compulsion to complete the transaction. Fair market value
shall be determined by the Board of Directors of the Company acting reasonably
and in good faith and shall be evidenced by a Board Resolution of the Board of
Directors of the Company delivered to the Trustee (provided that no
determination shall be required in connection with any Asset Sale of less than
$1,000,000).

       "Funding Guarantor" has the meaning provided in Section 11.07.

       "GAAP" or "generally accepted accounting principles" means generally
accepted accounting principles in the United States as in effect from time to
time, including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.

       "Global Note" has the meaning provided in Section 2.01.

       "Guarantee" means the guarantee of any Subsidiary Guarantor set forth in
Article Eleven as and when executed by any Subsidiary of the Company.

       "Guarantor Blockage Period" has the meaning provided in Section
11.10(a).

       "Guarantor Default Notice" has the meaning provided in Section 11.10(a).

       "Guarantor Senior Indebtedness" means (i) indebtedness of a Subsidiary
Guarantor for money borrowed and all obligations, whether direct or indirect,
under guarantees, letters of credit, foreign currency or interest rate swaps,
foreign exchange contracts, caps, collars, options, hedges or other agreements
or arrangements designed to protect against fluctuations in currency values or
interest rates, other extensions of credit, expenses, fees, reimbursements,
indemnities and all other amounts (including interest at the contract rate
accruing on or after the filing of any petition in bankruptcy or reorganization
relating to such Subsidiary Guarantor whether or not a claim for post-filing
interest is allowed in such proceeding) owed by such Subsidiary Guarantor
under, or with respect to, the New Bank Credit Facility, (ii) the principal of
and premium, if any, and accrued and unpaid interest (including interest at the
contract rate accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to a Subsidiary Guarantor whether or not a claim
for post-filing interest is allowed in such proceeding), whether existing on
the date hereof or hereafter incurred, in respect of (A) indebtedness of such
Subsidiary Guarantor for money borrowed, (B) express written guarantees by such
Subsidiary Guarantor of indebtedness for money borrowed by any other person,
(C) indebtedness evidenced by notes, debentures, bonds, or other instruments of
indebtedness for the payment of which such Subsidiary Guarantor is responsible
or liable, by





                                       7
guarantees or otherwise, (D) obligations of such Subsidiary Guarantor for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction, (E) obligations of such Subsidiary Guarantor under
any agreement to lease, or any lease of, any real or personal property which,
in accordance with GAAP, is classified upon such Subsidiary Guarantor's
consolidated balance sheet as a liability, and (F) obligations of such
Subsidiary Guarantor under or guaranteeing interest rate swaps, caps, collars,
options and similar arrangements and foreign currency hedges and (iii)
modifications, renewals, extensions, replacements, refinancings, and refundings
of any such indebtedness, obligations or guarantees, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is expressly provided that such indebtedness, obligations or guarantees, or
such modifications, renewals, extensions, replacements, refinancings, or
refundings thereof, are not superior in right of payment to the Guarantee of
such Subsidiary Guarantor; provided, that Guarantor Senior Indebtedness will
not be deemed to include (a) any liability for Federal, state, local or other
taxes owed or owing by a Subsidiary Guarantor, (b) any accounts payable or
other liability to trade creditors arising in the ordinary course of business,
(c) any Indebtedness, guarantee or obligation of a Subsidiary Guarantor which
is subordinate or junior by its terms in any respect to any other Indebtedness,
guarantee or obligations of such Subsidiary Guarantor or (d) that portion of
any Indebtedness incurred in violation of Section 4.12 of this Indenture.

       "Hedging Obligations" means, with respect to the Company or a Restricted
Subsidiary, (i) the obligations of such person under Interest Rate Agreements,
(ii) the obligations of such person under Currency Agreements and (iii)
obligations under agreements or arrangements designed to protect such person
against fluctuations in the value of commodities entered into in such person's
business.

       "Holder" or "Noteholder" means the person in whose name a Note is
registered on the Registrar's books.

       "Indebtedness" of any person means, at any time, without duplication:
(i) the principal of and, if any is due and payable at such time, premium in
respect of (A) indebtedness of such person for money borrowed and (B)
indebtedness evidenced by notes, debentures, bonds, or other similar
instruments for the payment of which such person is responsible or liable; (ii)
all Capitalized Lease Obligations of such person; (iii) all obligations of such
person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such person and all obligations of such person
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (iv) all obligations of such
person for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction (other than obligations with respect
to letters of credit securing obligations (other than obligations described in
(i) through (iii) above) entered into in the ordinary course of business of
such person, provided that, for the purpose of determining





                                       8
Events of Default referred to in clause (4) under Section 6.01, obligations
with respect to letters of credit securing obligations entered into in the
ordinary course of business shall be excluded only to the extent such letters
of credit are not drawn upon or, if and to the extent drawn upon, such drawing
is reimbursed no later than the third Business Day following receipt by such
person of a demand for reimbursement following payment on the letter of
credit); (v) the principal amount of all obligations of such person with
respect to the redemption, repayment or other purchase of any Disqualified
Capital Stock, (vi) in the case of the Company, any Preferred Stock of a
Restricted Subsidiary, valued at the aggregate liquidation preference thereof
plus accrued and unpaid dividends thereon; (vii) all obligations of the type
referred to in clauses (i) through (vi) above of other persons and all
dividends of other persons for the payment of which, in either case, such
person is responsible or liable as obligor, guarantor or otherwise; and (viii)
all obligations of the type referred to in clauses (i) through (vii) above of
other persons secured by a lien, mortgage, pledge or encumbrance of any kind on
any property or asset of such person (whether or not such obligation is assumed
by such person), the amount of such obligation being deemed to be the lesser of
the value of such property or assets or the amount of the obligation so
secured; provided, however, that Indebtedness shall not include any interest,
commitment or other fees.

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

       "Independent" means with respect to the Company and its Subsidiaries,
any person who (i) is in fact independent, (ii) does not have any direct
financial interest or any material indirect financial interest in the Company
or any of its Subsidiaries, or in any Affiliate of the Company or any of its
Subsidiaries (other than as a result of holding securities of the Company in
trading accounts) and (iii) is not an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions for the
Company or any of its Subsidiaries or any Affiliate of the Company or any of
its Subsidiaries.

       "Independent Financial Advisor" means a reputable accounting, appraisal
or investment banking firm that is, in the reasonable judgment of the Board of
Directors of the Company, qualified to perform the task for which such firm has
been engaged hereunder and disinterested and Independent with respect to the
Company and its Affiliates.

       "Initial Notes" means, collectively, (i) the 8 1/2% Senior Subordinated
Notes due 2007 of the Company issued on the Issue Date and (ii) one or more
series of 8 1/2% Senior Subordinated Notes due 2007 that are issued under this
Indenture subsequent to the Issue Date pursuant to Section 2.02, in each case
for so long as such securities constitute Restricted Securities.





                                       9
       "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.

       "Interest Payment Date" when used with respect to any Note, means the
stated maturity of an installment of interest specified in such Note.

       "Interest Rate Agreements" means, with respect to the Company and the
Restricted Subsidiaries, any arrangements with any other person, whereby,
directly or indirectly, such person is entitled to receive from time to time
periodic payments calculated by applying either a floating or a fixed rate of
interest on a stated notional amount in exchange for periodic payments made by
such other person calculated by applying a fixed or floating rate of interest
on the same notional amount and shall include, without limitation, interest
rate swaps, caps, floors, collars and similar agreements.

       "Investment" means, with respect to any person, all investments by such
person in other persons (including Affiliates of such person) in the form of
loans, guarantees, advances of assets or capital contributions (excluding
commission, travel and similar advances to, and compensation and benefits of,
officers and employees of such person made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Capital
Stock or other securities and all other items that are or would be classified
as investments on a balance sheet prepared in accordance with GAAP. In
addition, the fair market value (as determined by the Board of Directors of the
Company in good faith) of the assets of any Subsidiary of the Company at the
time that such Subsidiary is designated as an Unrestricted Subsidiary shall be
deemed to be an Investment made by the Company in such Unrestricted Subsidiary
at such time. "Investment" shall exclude (i) extensions of trade credit by the
Company and the Restricted Subsidiaries on commercially reasonable terms in
accordance with such person's normal trade practices and (ii) sales,
assignments, transfers, contributions, licenses or other dispositions of
patents, copyrights, applications with respect thereto, and other trademarks,
intellectual property and other technological "know-how" (collectively,
"Intellectual Property") to joint ventures in which the Company or a Wholly
Owned Restricted Subsidiary owns at least 50% of the equity interests
(provided, that if the equity interest of the Company or such Restricted
Subsidiary, as the case may be, in such joint venture is reduced below 50%, the
Company shall have been deemed to make an Investment in such joint venture in
an amount equal to the fair market value (as determined by the Board of
Directors of the Company in good faith) of such Intellectual Property).

       "issue" has the meaning provided in Section 4.12.

       "Issue Date" means March 14, 1997.

       "Legal Defeasance" has the meaning provided in Section 8.02(b).





                                       10
       "Legal Holiday" has the meaning provided in Section 12.07.

       "Lien" means with respect to any Property or assets of any person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority, or other security agreement or preferential arrangement
of any kind or nature whatsoever on or with respect to such Property or assets
(including, without limitation, any Capitalized Lease Obligation, conditional
sales, or other title retention agreement having substantially the same
economic effect as any of the foregoing).

       "Maturity Date" means March 1, 2007.

       "Net Cash Proceeds" means cash payments received (including any cash
payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received) from any
sale, lease, transfer or other disposition of Capital Stock of the Company or a
Restricted Subsidiary or Property or other assets of the Company or a
Restricted Subsidiary, in each case net of (i) any reserve for adjustment in
respect of the sale price of such asset or assets as required by GAAP
(provided, that upon the payment of such adjustment amount the excess, if any,
of the amount so reserved over the amount so paid shall be deemed "Net Cash
Proceeds"), (ii) repayment of any Purchase Money Indebtedness secured by a Lien
on the sold asset or assets and (iii) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred, and any taxes
payable and reasonably estimated income taxes, as a consequence of such sale,
lease, transfer or other disposition.

       "Net Proceeds Offer" has the meaning provided in Section 4.16.

       "New Bank Credit Facility" means the Credit Agreement, to be entered
into by and among the Company, the lenders referred to therein, and Bankers
Trust Company, as Agent, together with the related documents thereto
(including, without limitation, any guarantees and security documents), as
amended, extended, renewed, restated, supplemented or otherwise modified (in
whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any agreement (and
related documents) governing Indebtedness incurred to refund or refinance the
entirety of the borrowings and commitments then outstanding or permitted to be
outstanding under such Credit Agreement or a successor New Bank Credit
Facility, whether by the same or any other agent, lender or group of lenders.
The Company shall promptly notify the Trustee in writing of any such refunding
or refinancing of the New Bank Credit Facility.

       "Non-U.S. person" means a person who is not a U.S. person, as defined in
Regulation S.





                                       11
       "Notes" means, collectively, the Initial Notes, the Private Exchange
Notes, if any, and the Unrestricted Notes, treated as a single class of
securities, as amended or supplemented from time to time in accordance with the
terms hereof, that are issued pursuant to this Indenture.

       "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, expenses, damages and other
liabilities payable under, or with respect to, the documentation governing any
Indebtedness.

       "Officer" means, with respect to any person, the Chairman of the Board,
the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller, or the Secretary of such
person, or any other officer designated by the Board of Directors serving in a
similar capacity.

       "Officers' Certificate" means, with respect to any person, a certificate
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of such person and otherwise complying with the
requirements of Sections 12.04 and 12.05, as they relate to the making of an
Officers' Certificate.

       "Offshore Physical Notes" has the meaning provided in Section 2.01.

       "Old Notes" means the Company's 10 7/8% Senior Subordinated Notes due
2001.

       "Operating Coverage Ratio" means the ratio of Consolidated EBITDA of the
Company and the Restricted Subsidiaries during the four most recent full fiscal
quarters for which financial information is available (the "Four Quarter
Period") ending not more than 135 days prior to the date of the transaction
giving rise to the need to calculate the Operating Coverage Ratio (the
"Transaction Date") of the Company and the Restricted Subsidiaries for the Four
Quarter Period to Consolidated Interest Expense of the Company and the
Restricted Subsidiaries for the Four Quarter Period. In addition to and without
limitation of the foregoing, for purposes of this definition, "Consolidated
EBITDA" and "Consolidated Interest Expense" shall be calculated after giving
effect on a pro forma (including any pro forma expense and cost reductions
calculated on a basis consistent with Regulation S-X under the Act) basis for
the Four Quarter Period to (i) the incurrence or repayment of any Indebtedness
(excluding the incurrence of Indebtedness under any revolving credit facility
and including repayments of Indebtedness under any revolving credit facility
only to the extent that such repayment effects, or is accompanied by, a
permanent reduction in the availability thereunder) of the Company and the
Restricted Subsidiaries at any time subsequent to the last day of the Four
Quarter Period and on or prior to the Transaction Date, as if such incurrence
or repayment, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four Quarter Period and (ii) any Asset Sales
(and the application





                                       12
of proceeds thereof) or asset acquisitions outside the ordinary course of
business in excess of $100,000 occurring during the Four Quarter Period or at
any time subsequent to the last day of the Four Quarter Period and on or prior
to the Transaction Date, as if such Asset Sale (and the application of proceeds
thereof) or asset acquisition occurred on the first day of the Four Quarter
Period. If the Company or any of its Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a third person (other than the Company or
any of its Restricted Subsidiaries), the preceding sentence shall give effect
to the incurrence of such guaranteed Indebtedness as if such person or any
subsidiary (other than an Unrestricted Subsidiary) of such person had directly
incurred or otherwise assumed such guaranteed Indebtedness. Furthermore, in
calculating "Consolidated Interest Expense," (A) interest on Indebtedness
determined on a fluctuating basis as of the Transaction Date and which will
continue to be so determined thereafter shall be deemed to have accrued at a
fixed rate per annum equal to the rate of interest on such Indebtedness in
effect on the Transaction Date, (B) if interest on any Indebtedness actually
incurred on the Transaction Date may optionally be determined at an interest
rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rates, then the interest rate in effect on the
Transaction Date will be deemed to have been in effect during the Four Quarter
Period, (C) notwithstanding clause (A) above, interest on Indebtedness
determined on a fluctuating basis, to the extent such interest is covered by
Interest Rate Agreements, shall be deemed to accrue at the rate per annum
resulting after giving effect to the operation of such Interest Rate Agreements
and (D) the permanent retirement of any Indebtedness during the Four Quarter
Period or at any time subsequent to the last day of the Four Quarter Period and
on or prior to the Transaction Date shall be given effect as if it occurred at
the beginning of such Four Quarter Period.

       "Opinion of Counsel" means a written opinion from legal counsel, who may
be counsel for the Company and who is reasonably acceptable to the Trustee,
complying with the requirements of Sections 12.04 and 12.05, as they relate to
the giving of an Opinion of Counsel.

       "Paying Agent" has the meaning provided in Section 2.03.

       "Permitted Investment" means (i) cash and Cash Equivalents, (ii) any
Investment in the Company or in a Wholly Owned Restricted Subsidiary of the
Company, (iii) any Investment by the Company or any Subsidiary existing on the
Issue Date, (iv) any Investment by the Company or any Subsidiary of the Company
in a person, if as a result of such Investment (A) such person becomes a Wholly
Owned 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 Wholly Owned
Restricted Subsidiary of the Company (subject in each case to the restrictions
described in Sections 4.12 and 5.01 of this Indenture), (v) loans made from
time to time to its 401 (k) Savings Plan in accordance with Prohibited
Transaction Class Exemption 80-26 so long as the aggregate amount





                                       13
of such loans outstanding at any time does not exceed $1,000,000, (vi)
guarantees to the extent that the same are otherwise permitted by this
Indenture, (vii) loans and advances to employees and officers of the Company
and the Restricted Subsidiaries in the ordinary course of business for bona
fide business purposes not in excess of $3,000,000 at any one time outstanding,
(viii) Currency Agreements and Interest Rate Agreements entered into in the
ordinary course of the Company's or a Restricted Subsidiary's businesses and
otherwise in compliance with this Indenture, (ix) Investments in securities of
trade creditors or customers received pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of such trade creditors
or customers, and (x) Investments made by the Company or its Restricted
Subsidiaries as a result of non-cash consideration received in connection with
an Asset Sale made in compliance with Section 4.16.

       "Permitted Liens" means:

              (i)    Liens on property or assets of, or any shares of stock of
or secured debt of, any corporation existing at the time such corporation
becomes a Restricted Subsidiary of the Company or at the time such corporation
is merged into the Company or any of its Restricted Subsidiaries, provided that
such Liens are not incurred in connection with, or in contemplation of, such
corporation becoming a Restricted Subsidiary of the Company or merging into the
Company or any of its Restricted Subsidiaries;

              (ii)   Liens securing Refinancing Indebtedness, provided that any
such Lien does not extend to or cover any Property, shares or debt other than
the Property, shares or debt securing the Indebtedness so refunded, refinanced
or extended;

              (iii)  Liens in favor of the Company or any of its Restricted
Subsidiaries;

              (iv)   Liens securing industrial revenue bonds;

              (v)    Liens to secure Purchase Money Indebtedness that is
otherwise permitted under this Indenture, provided that (A) any such Lien is
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including sales and excise
taxes, installation and delivery charges and other direct costs of, and other
direct expenses paid or charged in connection with, such purchase or
construction) of such Property, (B) the principal amount of the Indebtedness
secured by such Lien does not exceed 100% of such costs, and (C) such Lien does
not extend to or cover any Property other than such item of Property and any
improvements on such item;

              (vi)   statutory Liens or landlords', carriers', warehousemen's,
mechanics', suppliers', materialmen's, repairmen's or other like Liens arising
in the ordinary course of business which do not secure any Indebtedness and
with respect to





                                       14
amounts not yet delinquent or being contested in good faith by appropriate
proceedings, if a reserve or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made therefor;

              (vii)  Liens in favor of the Trustee under this Indenture and any
substantially equivalent Lien granted to any trustee or similar institution
under any indenture for Indebtedness permitted by the terms of this Indenture;

              (viii) Liens incurred or pledges or deposits made in the ordinary
course of business to secure obligations under workers' compensation,
unemployment insurance or other types of social security or similar
legislation;

              (ix)   Liens incurred or deposits made to secure the performance
of tenders, bids, leases, statutory obligations, surety and appeal bonds,
government contracts, performance and return of money bonds and other
obligations of a like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);

              (x)    Liens upon specific items of inventory or other goods and
proceeds of any person securing such person's obligations in respect of
bankers' acceptances issued or created for the account of such person to
facilitate the purchase, shipment or storage of such inventory or other goods
in the ordinary course of business;

              (xi)   Liens securing reimbursement obligations with respect to
letters of credit which encumber documents and other property relating to such
letters of credit and the products and proceeds thereof;

              (xii)  Liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of nondelinquent customs duties in
connection with the importation of goods;

              (xiii) judgment and attachment Liens not giving rise to a Default
or Event of Default;

              (xiv)  leases or subleases granted to others not interfering in
any material respect with the business of the Company or any Subsidiary;

              (xv)   Liens encumbering customary initial deposits and margin
deposits, and other Liens incurred in the ordinary course of business that are
within the general parameters customary in the industry, in each case securing
Indebtedness under Hedging Obligations;

              (xvi)  Liens encumbering deposits made in the ordinary course of
business to secure nondelinquent obligations arising from statutory,
regulatory, contractual or warranty requirements of the Company or its
Subsidiaries for which a reserve or other appropriate provision, if any, as
shall be required by GAAP shall have been made;





                                       15
              (xvii) Liens arising out of consignment or similar arrangements
for the sale of goods entered into by the Company or any Subsidiary in the
ordinary course of business;

              (xviii) any interest or title of a lessor in the property subject
to any lease, whether characterized as capitalized or operating other than any
such interest or title resulting from or arising out of a default by the
Company or any Subsidiary of its obligations under such lease;

              (xix)  Liens arising from filing UCC financing statements for
precautionary purposes in connection with true leases of personal property that
are otherwise permitted under the applicable indenture and under which the
Company or any Subsidiary is lessee;

              (xx)   other Liens securing obligations incurred in the ordinary
course of business which obligations or judgments do not exceed $5 million in
the aggregate at any one time outstanding;

              (xxi)  Liens securing Capitalized Lease Obligations permitted to
be incurred; provided that such Lien does not extend to any property other than
that subject to the underlying lease;

              (xxii) Liens on capital stock of Unrestricted Subsidiaries;

              (xxiii) Liens securing Indebtedness under the New Bank Credit
Facility, Interest Rate Agreements and Currency Agreements;

              (xxiv) Liens existing on the Issue Date;

              (xxv)  Liens on assets of the Company securing Senior
Indebtedness and Liens on assets of a Subsidiary Guarantor securing Guarantor
Senior Indebtedness;

              (xxvi) any extensions, substitutions, replacements or renewals of
the foregoing;

              (xxvii) Liens for taxes, assessments or governmental charges that
are not delinquent or are being contested in good faith by appropriate
proceedings; and

              (xxviii) easements or minor defects or irregularities in title
and other similar charges or encumbrances on property not interfering in any
material respect with the Company's or any Subsidiary's use of such property.

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





                                       16
       "Physical Notes" has the meaning provided in Section 2.01.

       "Preferred Stock" means any Capital Stock of a person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such person over the
holders of other Capital Stock issued by such person.

       "principal" of any Indebtedness (including the Notes) means the
principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

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

       "Private Placement Legend" means the legend initially set forth on the
Initial Notes in the form set forth in Exhibit A(1).

       "Proceeds Purchase Date" has the meaning provided in Section 4.16.

       "pro forma" means, with respect to any calculation made or required to
be made pursuant to the terms of this Indenture, a calculation in accordance
with Article 11 of Regulation S-X under the Securities Act, as determined by
the Board of Directors of the Company in consultation with its independent
public accountants.
       "Property" of any person means all types of real, personal, tangible,
intangible or mixed property owned by such person whether or not included in
the most recent consolidated balance sheet of such person and its subsidiaries
under GAAP.

       "Public Equity Offering" means an underwritten equity offering of the
Qualified Capital Stock of the Company, or of any entity of which the Company
is a direct or indirect subsidiary, to the extent the proceeds thereof shall
have been contributed to the Company, pursuant to an effective registration
statement under the Act.

       "Purchase Money Indebtedness" means any Indebtedness incurred in the
ordinary course of business by a person to finance the cost (including the cost
of construction) of an item of Property, the principal amount of which
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)
reasonable fees and expenses of such person incurred in connection therewith.

       "Qualified Capital Stock" means, with respect to any person, any Capital
Stock of such person that is not Disqualified Capital Stock.

       "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.





                                       17
       "Record Date" means, with respect to any Note, any of the Record Dates
specified in such Note, whether or not a Legal Holiday.

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

       "Redemption Price," when used with respect to any Note to be redeemed,
means the price fixed for such redemption pursuant to this Indenture and the
Notes.

       "Reference Date" has the meaning provided in Section 4.10.

       "Refinancing Indebtedness" has the meaning provided in Section 4.12.

       "Registrar" has the meaning provided in Section 2.03.

       "Registration Rights Agreement" has the meaning provided in the
definition of "Exchange Offer."

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

       "Representative" means the agent or representative in respect of any
Designated Senior Indebtedness; provided that if, and for so long as, any
Designated Senior Indebtedness lacks such a representative, then the
Representative for such Designated Senior Indebtedness shall at all times
constitute the holders of a majority in outstanding principal amount of such
Designated Senior Indebtedness.

       "Restricted Payment" has the meaning provided in Section 4.10.

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

       "Restricted Subsidiary" means any Subsidiary that is not an Unrestricted
Subsidiary.

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

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

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





                                       18
       "Senior Indebtedness" means (i) indebtedness of the Company for money
borrowed and all obligations, whether direct or indirect, under guarantees,
letters of credit, foreign currency or interest rate swaps, foreign exchange
contracts, caps, collars, options, hedges or other agreements or arrangements
designed to protect against fluctuations in currency values or interest rates,
other extensions of credit, expenses, fees, reimbursements, indemnities and all
other amounts (including interest at the contract rate accruing on or after the
filing of any petition in bankruptcy or reorganization relating to the Company
whether or not a claim for post-filing interest is allowed in such proceeding)
owed by the Company under, or with respect to, the New Bank Credit Facility,
(ii) the principal of and premium, if any, and accrued and unpaid interest
(including interest at the contract rate accruing on or after the filing of any
petition in bankruptcy or reorganization relating to the Company whether or not
a claim for post-filing interest is allowed in such proceeding), whether
existing on the date hereof or hereafter incurred, in respect of (A)
indebtedness of the Company for money borrowed, (B) express written guarantees
by the Company of indebtedness for money borrowed by any other person, (C)
indebtedness evidenced by notes, debentures, bonds, or other instruments of
indebtedness for the payment of which the Company is responsible or liable, by
guarantees or otherwise, (D) obligations of the Company for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (E) obligations of the Company under any agreement to lease, or
any lease of, any real or personal property which, in accordance with GAAP, is
classified upon the Company's consolidated balance sheet as a liability, and
(F) obligations of the Company under interest rate swaps, caps, collars,
options and similar arrangements and foreign currency hedges and (iii)
modifications, renewals, extensions, replacements, refinancings, and refundings
of any such indebtedness, obligations or guarantees, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is expressly provided that such indebtedness, obligations or guarantees, or
such modifications, renewals, extensions, replacements, refinancings, or
refundings thereof, are not superior in right of payment to the Notes;
provided, that Senior Indebtedness will not be deemed to include (a) any
obligation of the Company to any Subsidiary (other than obligations pledged
pursuant to the New Bank Credit Facility, as security for the obligations of
the Company thereunder), (b) any liability for Federal, state, local or other
taxes owed or owing by the Company, (c) any accounts payable or other liability
to trade creditors arising in the ordinary course of business, (d) any
Indebtedness, guarantee or obligation of the Company which is subordinate or
junior by its terms in any respect to any other Indebtedness, guarantee or
obligations of the Company or (e) that portion of any Indebtedness incurred in
violation of Section 4.12.

       "Significant Stockholder" means, with respect to any person, any other
person who is the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of more than 5% of any class of equity securities of such person
that are entitled to vote on a regular basis for the election of directors of
such person.





                                       19
       "Significant Subsidiary" means each Restricted Subsidiary of the Company
that is a "significant subsidiary" as defined in Rule 1-02(v) of Regulation S-X
under the Securities Act and the Exchange Act (as such regulation is in effect
on the date hereof).

       "Subordinated Obligations" means any Indebtedness of the Company which
is expressly subordinated or junior in right of payment to the Notes.

       "subsidiary" of any person means (i) a corporation a majority of whose
Capital Stock with voting power, under ordinary circumstances, to elect
directors is, at the date of determination, directly or indirectly, owned by
such person, by one or more subsidiaries of such person or by such person and
one or more subsidiaries of such person, or (ii) a partnership in which such
person or a subsidiary of such person is, at the date of determination, a
general partner of such partnership, but only if such person or its subsidiary
is entitled to receive more than fifty percent of the assets of such
partnership upon its dissolution, or (iii) any other person (other than a
corporation or a partnership) in which such person, a subsidiary of such person
or such person and one or more subsidiaries of such person, directly or
indirectly, at the date of determination, has (x) at least a majority ownership
interest or (y) the power to elect or direct the election of a majority of the
directors or other governing body of such person.

       "Subsidiary" means any subsidiary of the Company.

       "Subsidiary Guarantor" means (i) each of Tracor Aerospace, Inc., Tracor
Applied Sciences, Inc., Tracor Flight Systems, Inc., Vitro Corporation, Vitro
Services Corporation, Quality Systems, Inc., Vitro Technical Services, Inc.,
Vitro Systems International Corporation, Vitro Sciences International, Inc.,
GDE Systems, Inc., GDE Holdings, Inc., GDE Systems Imaging, Inc., GDESI, Inc.,
Westmark Services Company, Inc., HealthCom, Inc., Helava Associates, Inc.,
Aerial Data Reduction Associates, Inc., Tracor Aerospace Electronic Systems,
Inc., Tracor Information Systems Company, Tracor Holdings, Inc., Tracor Marine,
Inc., Cordant, Inc., and Cordant Federal Services Corporation, (ii) each of the
Company's Subsidiaries which becomes a guarantor of the Notes pursuant to the
provisions of Section 4.20, and (iii) each of the Company's Subsidiaries
executing a supplemental indenture in which such Subsidiary agrees to be bound
by the terms of this Indenture; provided that any person constituting a
Subsidiary Guarantor as described above shall cease to constitute a Subsidiary
Guarantor when its respective Guarantee is released in accordance with the
terms thereof.

       "Surviving person" has the meaning provided in Section 5.01.

       "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-
77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.04.





                                       20
       "Treasury Rate" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H. 1 5 (519)
which has become publicly available at least two business days prior to the
Redemption Date (or, if such Statistical Release is no longer published, any
publicly available source or similar market date)) most nearly equal to the
period from the Redemption Date to March 1, 2002; provided, however, that if
the period from the Redemption Date to March 1, 2002 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to March 1, 2002 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

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

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

       "U.S. Government Obligations" means non-callable direct obligations of,
and non-callable obligations guaranteed by, the United States of America for
the payment of which the full faith and credit of the United States of America
is pledged.

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

       "U.S. Physical Notes" has the meaning provided in Section 2.01.

       "Unrestricted Notes" means one or more Notes that do not and are not
required to bear the private placement legend in the form set forth on Exhibit
A(1), including, without limitation, the Exchange Notes in the form set forth
as Exhibit A(2) hereto.

       "Unrestricted Subsidiary" means any Subsidiary (other than a Subsidiary
Guarantor) designated as an Unrestricted Subsidiary by the Board of Directors
of the Company, provided that (i) such Subsidiary does not own any Capital
Stock of the Company or any Restricted Subsidiary, (ii) if such Subsidiary is
acquired by the Company, such Subsidiary is designated as an Unrestricted
Subsidiary prior to the consummation of such acquisition, (iii) no portion of
any





                                       21
Indebtedness or any other Obligation (contingent or otherwise) of such
Subsidiary (a) is guaranteed by, or is otherwise the subject of credit support
provided by, the Company or any Restricted Subsidiary, (b) is recourse to or
obligates the Company or any Restricted Subsidiary in any way, or (c) subjects
any Property or asset of the Company or any Restricted Subsidiary, directly or
indirectly, contingent or otherwise, to the satisfaction of such Indebtedness
or other Obligation, (iv) neither the Company nor any of the Restricted
Subsidiaries has any contract, agreement, arrangement or understanding with
such Subsidiary other than on terms as favorable to the Company or such
Restricted Subsidiary, as the case may be, as those that might be obtained at
the time from persons that are not Affiliates of the Company, (v) after giving
effect to such designation, no Default or Event of Default shall be continuing,
and (vi) neither the Company nor any Restricted Subsidiary has any Obligation
(a) to subscribe for additional shares of Capital Stock of such Subsidiary, or
(b) to maintain or preserve such Subsidiary's financial condition or to cause
such Subsidiary to achieve certain levels of operating results. Any such
designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing a Board Resolution with the Trustee giving effect to such
designation and an Officers' Certificate stating that such designation complies
with the foregoing conditions. Notwithstanding the foregoing or any other
provision of this Indenture to the contrary, no assets owned by the Company or
any Restricted Subsidiary on the Issue Date may be owned at any time by any
Unrestricted Subsidiary.

       "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 aggregate principal amount of such Indebtedness into (ii) the total
of the product obtained by multiplying (x) 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 (y) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payments.

       "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary of
which all of the outstanding voting securities (other than directors'
qualifying or similar shares required to be held by third parties in accordance
with applicable law, not in any event to exceed 5% of the total outstanding
voting securities) are owned by the Company or any wholly owned Restricted
Subsidiary of the Company.

       SECTION 1.02. Incorporation by Reference of TIA.

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

       "Commission" means the SEC.





                                       22
       "indenture securities" means the Notes.

       "indenture security holder" means a Holder or a Noteholder.

       "indenture to be qualified" means this Indenture.

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

       "obligor" on the indenture securities means the Company, the Subsidiary
Guarantors, if any, or any other obligor on the Notes or the Guarantees, if
any.

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


       SECTION 1.03. Rules of Construction.

       Unless the context otherwise requires:

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

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

       (3)    "or" is not exclusive;

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

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

                                  ARTICLE TWO

                                   THE NOTES

       SECTION 2.01. Form and Dating.

       The Initial Notes, the notation thereon relating to the Guarantees, if
any, and the Trustee's certificate of authentication shall be substantially in
the form of Exhibit A(1) hereto. The Exchange Notes, the notation thereon
relating to the Guarantees, if any, and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A(2) hereto. The
Notes may have notations,





                                       23
legends or endorsements required by law, stock exchange rule or depository rule
or usage. The Company and the Trustee shall approve the form of the Notes and
any notation, legend or endorsement on them. Each Note shall be dated the date
of its issuance.

       The terms and provisions contained in the Notes and the Guarantees, if
any, annexed hereto as Exhibits A(1) and A(2), shall constitute, and are hereby
expressly made, a part of this Indenture and, to the extent applicable, the
Company, the Subsidiary Guarantors, if any, and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions
and to be bound thereby.

       Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A(1) (the "Global Note"),
deposited with the Trustee, as custodian for the Depository, and shall bear the
legend set forth in Exhibit B, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The aggregate principal amount of the
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for the Depository, as hereinafter
provided.

       Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in Exhibit A(1) (the
"Offshore Physical Notes"). Notes offered and sold in reliance on any other
exemption from registration under the Securities Act other than as described in
the preceding paragraph shall be issued, and Notes offered and sold in reliance
on Rule 144A may be issued, in the form of permanent certificated Notes in
registered form, in substantially the form set forth in Exhibit A(1) (the "U.S.
Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes are
sometimes collectively herein referred to as the "Physical Notes."


       SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

       Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Notes for the Company by manual or facsimile
signature. The Company's seal shall also be reproduced on the Notes. Each
Subsidiary Guarantor, if any, shall execute the Guarantee in the manner set
forth in Section 11.09.

       If an Officer or Assistant Secretary whose signature is on a Note was an
Officer or Assistant Secretary at the time of such execution but no longer
holds





                                       24
that office or position at the time the Trustee authenticates the Note, the
Note shall nevertheless be valid.

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

       The Trustee shall authenticate (i) Initial Notes for original issue in
the aggregate principal amount not to exceed $350,000,000 in one or more
series, (ii) Private Exchange Notes from time to time only in exchange for a
like principal amount of Initial Notes and (iii) Unrestricted Notes from time
to time only (x) in exchange for a like principal amount of Initial Notes or
(y) in an aggregate principal amount of not more than the excess of
$350,000,000 over the sum of the aggregate principal amount of (A) Initial
Notes then outstanding, (B) Private Exchange Notes then outstanding and (C)
Unrestricted Notes issued in accordance with (iii)(x) above, in each case upon
a written order of the Company in the form of an Officers' Certificate of the
Company. Each such written order shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, whether
the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes
and whether the Notes are to be issued as Physical Notes or Global Notes or
such other information as the Trustee may reasonably request. In addition, with
respect to authentication pursuant to clauses (ii) or (iii) of the first
sentence of this paragraph, the first such written order from the Company shall
be accompanied by an Opinion of Counsel of the Company in a form reasonably
satisfactory to the Trustee stating that the issuance of the Private Exchange
Notes or the Unrestricted Notes, as the case may be, does not give rise to an
Event of Default, complies with this Indenture and has been duly authorized by
the Company. The aggregate principal amount of Notes outstanding at any time
may not exceed $350,000,000, except as provided in Section 2.07.

       In the event that the Company shall issue and the Trustee shall
authenticate any Notes issued under this Indenture subsequent to the Issue Date
pursuant to clauses (i) and (iii) of the first sentence of the immediately
preceding paragraph, the Company shall use its best efforts to obtain the same
"CUSIP" number for such Notes as is printed on the Notes outstanding at such
time; provided, however, that if any series of Notes issued under this
Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of
Counsel of the Company in a form reasonably satisfactory to the Trustee to be a
different class of security than the Notes outstanding at such time for federal
income tax purposes, the Company may obtain a "CUSIP" number for such Notes
that is different than the "CUSIP" number printed on the Notes then
outstanding. Notwithstanding the foregoing, all Notes issued under this
Indenture shall vote and consent together on all matters as one class and no
series of Notes will have the right to vote or consent as a separate class on
any matter.

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

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





                                       25
       SECTION 2.03. Registrar and Paying Agent.

       The Company shall maintain an office or agency (which shall be located
in the Borough of Manhattan in the City of New York, State of New York) where
(a) Notes may be presented or surrendered for registration of transfer or for
exchange ("Registrar"), (b) Notes may be presented or surrendered for payment
("Paying Agent") and (c) notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served. The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company, upon
prior written notice to the Trustee, may have one or more co-Registrars and one
or more additional paying agents reasonably acceptable to the Trustee. The term
"Paying Agent" includes any additional Paying Agent. Neither the Company nor
any Affiliate of the Company may act as Paying Agent.

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

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

       SECTION 2.04. Paying Agent To Hold Assets in Trust.

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





                                       26
       SECTION 2.05. Noteholder Lists.

       The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders. If the Trustee is not the Registrar, the Company shall furnish or
cause the Registrar to furnish to the Trustee as of each Record Date and before
each related Interest Payment Date and at such other times as the Trustee may
request in writing a list as of such date and in such form as the Trustee may
reasonably require of the names and addresses of Noteholders, which list may be
conclusively relied upon by the Trustee.

       SECTION 2.06. Transfer and Exchange.

       Subject to the provisions of Sections 2.15 and 2.16, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transaction are met; provided, however, that the Notes presented or
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar or co-Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing. To permit registrations of transfer
and exchanges, the Company shall issue and execute and the Trustee shall
authenticate Notes at the Registrar's or co-Registrar's request. No service
charge shall be made to a Noteholder for any registration of transfer or
exchange. The Company may require from such Noteholder payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Sections
2.10, 3.06, 4.15, 4.16 or 9.06, in which event the Company shall be responsible
for the payment of such taxes).

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

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





                                       27
       SECTION 2.07. Replacement Notes.

       If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and execute and the Trustee shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, such Holder must provide an affidavit of lost
certificate and an indemnity bond or other indemnity, sufficient in the
judgment of both the Company and the Trustee, to protect the Company, the
Trustee or any Agent from any loss which any of them may suffer if a Note is
replaced. The Company may charge such Holder for its reasonable, out-of-pocket
expenses in replacing a Note, including reasonable fees and expenses of the
Trustee and counsel and the Trustee may charge the Company for the Trustee's
reasonable out-of-pocket expenses in replacing such Note. Every replacement
Note shall constitute an additional Obligation of the Company.

       SECTION 2.08. Outstanding Notes.

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

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

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





                                       28
       SECTION 2.09. Treasury Notes.

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

       SECTION 2.10. Temporary Notes.

       Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon receipt of a written
order of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated, and shall direct
the Trustee to authenticate such Notes and certify that all conditions
precedent to the issuance of such Notes contained herein have been complied
with. 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 shall authenticate upon receipt of a written order of the Company
pursuant to Section 2.02 definitive Notes in exchange for temporary Notes.

       SECTION 2.11. Cancellation.

       The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee,
or at the direction of the Trustee, the Registrar or the Paying Agent, and no
one else, shall cancel and, at the written direction of the Company, shall
(subject to the record-retention requirements of the Exchange Act) dispose of
all Notes surrendered for registration of transfer, exchange, payment or
cancellation. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or delivered to the Trustee for cancellation. If
the Company or any Subsidiary Guarantor shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.





                                       29
       SECTION 2.12. Defaulted Interest.

       If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest, plus (to the extent lawful) any interest payable on
the defaulted interest to the Persons who are Holders on a subsequent special
record date, which date shall be the fifteenth day next preceding the date
fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and
interest payable on such defaulted interest, if any, to be paid.

       SECTION 2.13. CUSIP Number.

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

       SECTION 2.14. Deposit of Moneys.

       Prior to 10:00 a.m, New York City time, on each Interest Payment Date
and on the Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Paying Agent to remit payment to the Holders
on such Interest Payment Date or Maturity Date, as the case may be.

       SECTION 2.15. Book-Entry Provisions for Global Note.

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

       Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Note, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Global
Note for all purposes whatsoever. Notwithstanding the foregoing,





                                       30
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Note.

       (b)    Transfers of the Global Note shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Note may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Section 2.16. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in the Global Note if (i) the Depository notifies the Company that it
is unwilling or unable to continue as Depository for the Global Note and a
successor depositary is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue Physical Notes.

       (c)    In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the
Company shall execute, and the Trustee shall authenticate and deliver, one or
more Physical Notes of like tenor and amount.

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

       (e)    Any Physical Note constituting a Restricted Security delivered in
exchange for an interest in the Global Note pursuant to paragraph (b) or (c)
shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section
2.16, bear the legend regarding transfer restrictions applicable to the
Physical Notes set forth in Exhibit A.

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





                                       31
       SECTION 2.16. Special Transfer Provisions.

       (a)    Transfers to Non-QIB Institutional Accredited Investors and Non-
U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted
Security to any Institutional Accredited Investor which is not a QIB or to any
Non-U.S. Person:

              (i)    the Registrar shall register the transfer of any Note
constituting a Restricted Security, whether or not such Note bears the Private
Placement Legend, if (x) the requested transfer is after March 14, 2000 and the
transferor certifies that the Restricted Security was not acquired from the
Company or Affiliate of the Company less than three years prior to the date of
the proposed transfer or (y) (1) in the case of a transfer to an Institutional
Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the
proposed transferee has delivered to the Registrar a certificate substantially
in the form of Exhibit C hereto or (2) in the case of a transfer to a Non-U.S.
Person, the proposed transferor has delivered to the Registrar a certificate
substantially in the form of Exhibit D hereto; and

              (ii)   if the proposed transferor is an Agent Member holding a
beneficial interest in the Global Note, upon receipt by the Registrar of (x)
the certificate, if any, required by paragraph (i) above and (y) instructions
given in accordance with the Depository's and the Registrar's procedures,

       whereupon (a) the Registrar shall reflect on its books and records the
date and (if the transfer does not involve a transfer of outstanding Physical
Notes) a decrease in the principal amount of the Global Note in an amount equal
to the principal amount of the beneficial interest in the Global Note to be
transferred, and (b) the Company shall execute and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and amount.

       (b)    Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

              (i)    the Registrar shall register the transfer if such transfer
       is being made by a proposed transferor who has checked the box provided
       for on the form of Note stating, or has otherwise advised the Company
       and the Registrar in writing, that the sale has been made in compliance
       with the provisions of Rule 144A to a transferee who has signed the
       certification provided for on the form of Note stating, or has otherwise
       advised the Company and the Registrar in writing, that it is purchasing
       the Note for its own account or an account with respect to which it
       exercises sole investment discretion and that it and any such account is
       a QIB within the meaning of Rule 144A, and is





                                       32
       aware that the sale to it is being made in reliance on Rule 144A and
       acknowledges that it has received such information regarding the Company
       as it has requested pursuant to Rule 144A or has determined not to
       request such information and that it is aware that the transferor is
       relying upon its foregoing representations in order to claim the
       exemption from registration provided by Rule 144A; and

              (ii)   if the proposed transferee is an Agent Member, and the
       Notes to be transferred consist of Physical Notes which after transfer
       are to be evidenced by an interest in the Global Note, upon receipt by
       the Registrar of instructions given in accordance with the Depository's
       and the Registrar's procedures, the Registrar shall reflect on its books
       and records the date and an increase in the principal amount of the
       Global Note in an amount equal to the principal amount of the Physical
       Notes to be transferred, and the Trustee shall cancel the Physical Notes
       so transferred.

       (c)    Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) the circumstance contemplated by paragraph
(a)(i)(x) of this Section 2.16 exist or (ii) there is delivered to the
Registrar an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of
the Securities Act.

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

       The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16
for a period of three years. The Company shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.





                                       33
                                 ARTICLE THREE

                                   REDEMPTION

       SECTION 3.01. Notices to Trustee.

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

       The Company shall give each notice provided for in this Section 3.01 at
least 30 days before the Redemption Date (unless a shorter notice period shall
be satisfactory to the Trustee, as evidenced in a writing signed on behalf of
the Trustee), together with an Officers' Certificate and Opinion of Counsel
stating that such redemption shall comply with the conditions contained herein
and in the Notes.

       SECTION 3.02. Selection of Notes To Be Redeemed.

       If fewer than all of the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed on a pro rata basis, by lot or in such other
fair and appropriate manner chosen at the discretion of the Trustee and, if the
Notes are listed on any securities exchange, by a method that complies with the
requirements of such exchange. The Trustee shall make the selection from the
Notes outstanding and not previously called for redemption and shall promptly
notify the Company in writing of the Notes selected for redemption and, in the
case of any Note selected for partial redemption, the principal amount thereof
to be redeemed. Notes in denominations of $1,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

       SECTION 3.03. Notice of Redemption.

       At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption by first class
mail, postage prepaid, to each Holder whose Notes are to be redeemed, with a
copy to the Trustee and any Paying Agent.

       Each notice for redemption shall identify the Notes to be redeemed and
shall state:

       (1)    the Redemption Date;





                                       34
       (2)    the Redemption Price and the amount of accrued interest, if any,
to be paid;

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

       (4)    the subparagraph of the Notes pursuant to which such redemption
is being made;

       (5)    that Notes called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price plus accrued interest, if any;

       (6)    that, unless (a) the Company defaults in making the redemption
payment or (b) such redemption payment is prohibited pursuant to Article Ten or
Eleven hereof or otherwise, interest on Notes called for redemption ceases to
accrue on and after the Redemption Date, and the only remaining right of the
Holders of such Notes is to receive payment of the Redemption Price plus
accrued interest, if any, upon surrender to the Paying Agent of the Notes
redeemed;

       (7)    if any Note is being redeemed in part, the portion of the
principal amount (equal to $1,000 or any integral multiple thereof) of such
Note to be redeemed and that, on or after the Redemption Date, and upon
surrender of such Note, a new Note or Notes in the aggregate principal amount
equal to the unredeemed portion thereof will be issued; and

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

       SECTION 3.04. Effect of Notice of Redemption.

       Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become due and payable on the Redemption Date and
at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption, unless prohibited
pursuant to Article Ten or Eleven or otherwise pursuant to this Indenture,
shall be paid at the Redemption Price (which shall include accrued interest
thereon to the Redemption Date), but installments of interest, the maturity of
which is on or prior to the Redemption Date, shall be payable to Holders of
record at the close of business on the relevant record dates referred to in the
Notes.





                                       35
       SECTION 3.05. Deposit of Redemption Price.

       On or before the Redemption Date, the Company shall deposit with the
Paying Agent in immediately available funds U.S. Legal Tender sufficient to pay
the Redemption Price plus accrued interest, if any, of all Notes or portions
thereof to be redeemed on that date. The Paying Agent shall promptly return to
the Company any U.S. Legal Tender so deposited which is not required for that
purpose, except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven.

       If the Company complies with the preceding paragraph and payment of the
Notes is not prohibited under Article Ten or Eleven or otherwise, then, unless
the Company defaults in the payment of such Redemption Price plus accrued
interest, if any, interest on the Notes to be redeemed will cease to accrue on
and after the applicable Redemption Date, whether or not such Notes are
presented for payment.

       SECTION 3.06. Notes Redeemed in Part.

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

                                  ARTICLE FOUR

                                   COVENANTS

       SECTION 4.01. Payment of Notes.

       The Company shall pay the principal of and interest on the Notes on the
dates and in the manner provided in the Notes and in this Indenture. An
installment of principal of or interest on the Notes shall be considered paid
on the date it is due if the Trustee or Paying Agent (other than the Company or
an Affiliate of the Company) holds on that date U.S. Legal Tender designated
for and sufficient to pay the installment in full and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture.

       The Company shall pay, to the extent such payments are lawful, interest
on overdue principal and on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the rate borne by
the Notes. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.





                                       36
       SECTION 4.02. Maintenance of Office or Agency.

       The Company shall maintain the office or agency required under Section
2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 12.02.

       SECTION 4.03. Corporate Existence.

       Except as otherwise permitted by Article Five, the Company shall do or
cause to be done, at its own cost and expense, all things necessary to preserve
and keep in full force and effect its corporate existence and the corporate
existence of each of the Restricted Subsidiaries in accordance with the
respective organizational documents of each such Restricted Subsidiary and the
material rights (charter and statutory) and franchises of the Company and each
such Restricted Subsidiary; provided, however, that the Company shall not be
required to preserve, with respect to itself, any material right or franchise
and, with respect to any of its Subsidiaries, any such existence, material
right or franchise, if the Board of Directors of the Company shall determine in
good faith that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries, taken as a whole.

       SECTION 4.04. Payment of Taxes and Other Claims.

       The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon it or any of its
Subsidiaries or its Properties or any of its Subsidiaries' Properties and (ii)
all material lawful claims for labor, materials and supplies that, if unpaid,
might by law become a Lien upon its Properties or any of its Subsidiaries'
Properties, except, in each case, as would not be, in the aggregate, reasonably
likely to have a material adverse effect on the business and financial
condition of the Company and its Restricted Subsidiaries, taken as a whole;
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 properly instituted and diligently conducted for which
adequate reserves, to the extent required under GAAP, have been taken.





                                       37
       SECTION 4.05. Maintenance of Properties and Insurance.

       (a)    The Company shall, and shall cause each of its Restricted
Subsidiaries to, maintain its Properties in good working order and condition
(subject to ordinary wear and tear) and make all necessary repairs, renewals,
replacements, additions, betterments and improvements thereto and actively
conduct and carry on its business, unless the failure to do so, in each case,
would not be, in the aggregate, reasonably likely to have a material adverse
effect on the business and financial condition of the Company and its
Restricted Subsidiaries, taken as a whole; provided, however, that nothing in
this Section 4.05 shall prevent the Company or any of its Restricted
Subsidiaries from discontinuing the operation and maintenance of any of its
Properties if such discontinuance is, in the good faith judgment of the Board
of Directors or other governing body of the Company or the Restricted
Subsidiary concerned, as the case may be, desirable in the conduct of its
businesses and is not disadvantageous in any material respect to the Holders.

       (b)    The Company shall maintain insurance (including appropriate self-
insurance) against loss or damage of the kinds that, in the good faith judgment
of the Company, are adequate and appropriate for the conduct of the business of
the Company and its Restricted Subsidiaries in a prudent manner, with reputable
insurers or with the government of the United States of America or an agency or
instrumentality thereof, in such amounts, with such deductibles, and by such
methods as shall be customary, in the good faith judgment of the Company, for
companies similarly situated in the industry, except for any omissions thereof
which would not be, in the aggregate, reasonably likely to have a material
adverse effect on the business and financial condition of the Company and its
Restricted Subsidiaries, taken as a whole.

       SECTION 4.06. Compliance Certificate; Notice of Default.

       (a)    The Company shall deliver to the Trustee, within 120 days after
the end of the Company's fiscal year, an Officers' Certificate which complies
with TIA Section 314(a)(4) stating that a review of its activities during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether it has kept, observed, performed
and fulfilled its Obligations under this Indenture and further stating, as to
each such Officer signing such certificate, that to the best of such Officer's
knowledge the Company during such preceding fiscal year has kept, observed,
performed and fulfilled each and every such covenant and the Obligations
contained in this Indenture and the Notes and no Default or Event of Default
occurred during such year and at the date of such certificate there is no
Default or Event of Default that has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate





                                       38
shall describe the Default or Event of Default and its status with
particularity. The Officers' Certificate shall also notify the Trustee should
the Company elect to change the manner in which it fixes its fiscal year end.

       (b)    The annual financial statements delivered pursuant to Section
4.08 shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit 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, Five or Six of this Indenture insofar as they
relate to accounting matters 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)    (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Notes, the Company
shall deliver to the Trustee, at its address set forth in Section 12.02 hereof,
by registered or certified mail or by telegram, telex or facsimile transmission
followed by hard copy by registered or certified mail an Officers' Certificate
specifying such event, notice or other action within thirty Business Days of
its becoming aware of such occurrence.

       SECTION 4.07. Compliance with Laws.

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

       SECTION 4.08. SEC Reports.

       (a)    The Company shall file with the SEC all information, documents
and reports to be filed with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not the Company is subject to such filing requirements
so long as the SEC will accept such filings. The Company (at its own expense)
shall file with the Trustee within 15 days after it files them with the SEC,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company files with the SEC pursuant
to Section 13 or 15(d) of the





                                       39
Exchange Act. Upon qualification of this Indenture under the TIA, the Company
shall also comply with the provisions of TIA Section 314(a).

       (b)    At the Company's expense, regardless of whether the Company is
required to furnish such reports and other information referred to in paragraph
(a) above to its stockholders pursuant to the Exchange Act, the Company shall
cause such reports and other information to be mailed to the Holders at their
addresses appearing in the register of Notes maintained by the Registrar within
15 days after it files them with the SEC.

       (c)    The Company shall provide to any Holder any information
reasonably requested by such Holder concerning the Company (including financial
statements) necessary in order to permit such Holder to sell or transfer Notes
in compliance with Rule 144A under the Securities Act.

       SECTION 4.09. Waiver of Stay, Extension or Usury Laws.

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

       SECTION 4.10. Limitation on Restricted Payments.

       The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly (i) declare or pay any dividend or make any
distribution in either case on account of the Company's Capital Stock or to the
holders of the Company's Capital Stock (except dividends or distributions
payable in the Company's Capital Stock), (ii) purchase, redeem or otherwise
acquire or retire for value any Capital Stock (including any option or warrant
to purchase Capital Stock) of the Company, (iii) purchase, repurchase, redeem,
defease or otherwise acquire or retire for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment any Subordinated
Obligations, or (iv) make any Investment other than a Permitted Investment (any
such dividends distribution, payment, purchase, redemption, defeasance, other
acquisition or retirement or Investment being hereinafter referred to as a
"Restricted Payment") if at the time





                                       40
the Company or such Restricted Subsidiary makes such Restricted Payment: (a) a
Default or an Event of Default has occurred and is continuing (or would result
therefrom); (b) the Company is not able to incur $1.00 of additional
Indebtedness under the first paragraph of Section 4.12; or (c) the aggregate
amount of such Restricted Payment and all other Restricted Payments made
subsequent to the Issue Date would exceed the sum of (A) the aggregate Net Cash
Proceeds received by the Company from any equity offering of the Qualified
Capital Stock of the Company, or of any entity of which the Company is a direct
or indirect Subsidiary, to the extent the proceeds thereof shall have been
contributed to the Company, and the amount of any other capital contributions
received by the Company in cash subsequent to the Issue Date and on or prior to
the date the Restricted Payment occurs (the "Reference Date"), (B) 50% of the
cumulative Consolidated Net Income of the Company subsequent to the Issue Date
and on or prior to the Reference Date or minus 100% of any cumulative deficit
in Consolidated Net Income during such period, (C) to the extent that any
Investment (other than a Permitted Investment) that was made after the Issue
Date is sold for cash or otherwise liquidated or repaid for cash, or any
Unrestricted Subsidiary which is designated as an Unrestricted Subsidiary
subsequent to the Issue Date is sold or liquidated for cash, the lesser of (1)
the cash return of capital with respect to such Investment (less the cost of
disposition, if any) and (2) the initial amount of such Investment, and (D) $5
million.

       Notwithstanding the foregoing, if no Default or Event of Default shall
have occurred and be continuing as a consequence thereof, the provisions set
forth in the immediately preceding paragraph will not prevent (i) the
declaration and payment of any dividends paid within 60 days after the date of
declaration thereof if, at such date of declaration, such dividend would have
complied with this covenant, (ii) any purchase or redemption of Capital Stock
or any Subordinated Obligations of the Company made by exchange for, or out of
the proceeds of the substantially concurrent sale of, Qualified Capital Stock
of the Company (other than Capital Stock issued or sold to a Restricted
Subsidiary), (iii) the repurchase, redemption or other repayment of any
Subordinated Obligations in exchange for or solely out of the proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary) of
Subordinated Obligations with a Weighted Average Life to Maturity equal to or
greater than the then remaining Weighted Average Life to Maturity of either (x)
the Subordinated Obligations repurchased, redeemed or repaid or (y) the Notes,
(iv) any payment by the Company or any Restricted Subsidiary (a) in connection
with repurchases of outstanding shares of common stock or equity appreciation
rights of the Company following the death, disability or termination of
employment of members of management, and (b) of amounts required to be paid by
the Company or any of its Subsidiaries to participants in employee benefit
plans upon termination of employment by such participants, as provided in the
documents related thereto, in an aggregate amount (for both clauses (a) and
(b)) not to exceed $5 million in any fiscal year (provided that any unused
amounts may be carried over to any subsequent fiscal year subject to a maximum
amount





                                       41
of $10 million in any fiscal year), (v) Investments that are not Permitted
Investments made by the Company or any Restricted Subsidiary after the Issue
Date in an aggregate amount not to exceed $15 million, and (vi) Investments in
securities not constituting cash or Cash Equivalents and received in connection
with an Asset Sale made pursuant to the provisions of Section 4.16 or any other
disposition of assets not constituting an Asset Sale by reason of the $500,000
threshold contained in the definition thereof, provided that, for purposes of
determining whether Restricted Payments can be made pursuant to the previous
paragraph, all payments made pursuant to clauses (iv), (v) and (vi) shall be
included and payments made pursuant to all other clauses specified above shall
not be so included.

       SECTION 4.11. Limitation on Transactions with Affiliates.

       The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, following the Issue Date, enter into or permit to
exist any transaction with any Affiliate of the Company or any Significant
Stockholder of the Company (an "Affiliate Transaction") unless such transaction
is on terms that are fair and reasonable to the Company or such Restricted
Subsidiary and no less favorable to the Company or such Restricted Subsidiary
than those that could be obtained in a comparable arm's length transaction with
an entity that is not an Affiliate or a Significant Stockholder of the Company;
provided that in the event such transaction or series of related transactions
involves aggregate consideration in excess of $2 million, the foregoing
determination as to fairness shall be made by a majority of the Independent
members of the Board of Directors of the Company as evidenced by a Board
Resolution (and if there are no Independent directors (x) directors shall be
deemed to be Independent if they are Independent with respect to the Affiliate
Transaction under consideration and (y) each of the Company's officers who are
also directors shall be considered Independent with respect to transactions to
which the Company or a Restricted Subsidiary, on the one hand, and a
Significant Stockholder or its Affiliate, on the other hand, are parties,
unless such officer is an officer, director, employee, partner or stockholder
of such Significant Stockholder or Affiliate, as the case may be); provided,
further, that in the event such transaction or series of related transactions
involves aggregate consideration in excess of $10 million, the Company shall,
in addition to obtaining the approval of the Independent members of its Board
of Directors, obtain a written opinion of an Independent Financial Advisor
stating that the terms of such transaction are fair and reasonable to the
Company or such Restricted Subsidiary from a financial point of view; provided,
however, that the (i) reasonable and customary directors' fees, indemnification
and similar arrangements and payments thereunder, (ii) transactions between or
among or for the benefit of the Company and its Subsidiaries, which are not
otherwise prohibited by this Indenture, (iii) any employment agreement entered
into by the Company or any of its Restricted Subsidiaries in the ordinary
course of business, (iv) Restricted Payments (other than Investments) permitted
by the provisions





                                       42
of Section 4.10, (v) provision of administrative or management services by the
Company or its Subsidiaries or any of their officers to any of their respective
Subsidiaries in the ordinary course of business, and (vi) transactions
contemplated by any agreement as in effect as of the Issue Date or any
amendment thereto so long as any such amendment is not disadvantageous to the
Holders of the Notes in any material respect and so long as the amounts paid by
the Company and the Restricted Subsidiaries under any such amended agreement do
not exceed the amounts payable by the Company and the Restricted Subsidiaries
on the Issue Date, in each case, shall not be deemed Affiliate Transactions.

       SECTION 4.12. Limitation on Indebtedness.

       Except as set forth in this Section 4.12, the Company shall not create,
incur, issue, assume, guarantee or otherwise become liable for, contingently or
otherwise (collectively, "issue"), directly or indirectly, any Indebtedness,
and shall not permit any Restricted Subsidiary to issue, directly or
indirectly, any Indebtedness, provided that the Company or a Restricted
Subsidiary may issue Indebtedness if the Operating Coverage Ratio of the
Company exceeds 2.25 to 1.0.

       Notwithstanding the above limitation, the Company may issue, or permit a
Restricted Subsidiary to issue, directly or indirectly, the following
Indebtedness: (a) Indebtedness pursuant to the New Bank Credit Facility in an
aggregate principal amount not to exceed $200 million at any time outstanding;
(b) the Notes and the Guarantees; (c) Indebtedness owed to the Company or a
Restricted Subsidiary by the Company or a Restricted Subsidiary; provided,
however, that any transfer of such Indebtedness (excluding a pledge or other
transfer thereof intended to create a security interest therein, but including
any enforcement thereof other than an enforcement that results in the repayment
of an obligation permitted by the terms of this Section 4.12) to a person other
than the Company or a Restricted Subsidiary will be deemed for the purposes of
this Section 4.12 to constitute, in each case, the issuance of such
Indebtedness by the issuer thereof, (d) Indebtedness of the Company or any
Restricted Subsidiary (other than Indebtedness described in clause (a), (b) or
(c) above) outstanding as of the Issue Date; (e) Indebtedness issued in
exchange for, or the proceeds of which are used to refinance, extend, renew,
substitute, replace or refund or pay at maturity (including any mandatory
sinking fund payment) any Indebtedness issued pursuant to clauses (b) and (d)
above and (j) below (the "Refinancing Indebtedness"); provided that (1) the
principal amount of such Refinancing Indebtedness (or, if such Indebtedness is
issued with original issue discount, the amount equal to the original issue
price of such Indebtedness plus accretion, if any) shall not exceed the
principal amount and accrued interest of the Indebtedness so refinanced, (2)
the Refinancing Indebtedness shall have a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life of Maturity of either (x)
the





                                       43
Indebtedness being refinanced or (y) the Notes, (3) if the Indebtedness being
refinanced is subordinate in right of payment to the Notes or any Guarantee,
the Refinancing Indebtedness shall be subordinated in right of payment to the
Notes or any Guarantee, on terms at least as favorable to the holders of Notes
as those contained in the documentation governing the Indebtedness being
refinanced, if any, and (4) if the Indebtedness to be refinanced is
Indebtedness of the Company, such Refinancing Indebtedness will only be
permitted by this clause (e) if it is Indebtedness of the Company or a
Restricted Subsidiary that has executed a Guarantee; (f) Indebtedness incurred
by the Company or any Restricted Subsidiary under Hedging Obligations, provided
that (x) in the case of an Interest Rate Agreement, the notional principal
amount thereof does not exceed the principal amount of the Indebtedness to
which such Interest Rate Agreement relates and (y) in the case of a Currency
Agreement, such Currency Agreement does not increase the Indebtedness of the
Company and its Subsidiaries other than as a result of fluctuations in foreign
currency exchange or by reason of fees, indemnities and compensation payable
thereunder; (g) Indebtedness incurred by the Company or any Restricted
Subsidiary under performance bonds, letter of credit obligations to provide
security for worker's compensation claims, payment obligations in connection
with self-insurance or similar requirements and bank overdrafts incurred in the
ordinary course of business, provided that any Obligations arising in
connection with such bank overdraft Indebtedness is extinguished within five
business days; (h) Indebtedness incurred by the Company or any Restricted
Subsidiary and arising from agreements providing for indemnification,
adjustment of purchase price or similar obligations, from guarantees or letters
of credit, surety bonds or performance bonds securing any Obligations of the
Company or any Restricted Subsidiary pursuant to such agreements, in any case
incurred in connection with the disposition of any business, assets or
Restricted Subsidiary other than guarantees of Indebtedness incurred by any
person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition, in a principal amount
not to exceed the gross proceeds (with proceeds other than cash or Cash
Equivalents being valued at the fair market value thereof as determined by the
Board of Directors of the Company in good faith) actually received by the
Company or any Restricted Subsidiary in connection with such dispositions; (i)
Indebtedness of the Company in an aggregate principal amount not to exceed $5
million at any time outstanding in connection with the purchase, redemption,
acquisition, cancellation or other retirement for value of shares of Capital
Stock of the Company or any corporation of which the Company is a Subsidiary,
options on any such shares or related stock appreciation rights or similar
securities held by officers or employees or former officers or employees (or
their estates or beneficiaries under their estates) and which were issued
pursuant to any stock option or other equity incentive plan, upon death,
disability, retirement, termination of employment or pursuant to the terms of
such stock option or other equity incentive plan or any other agreement under
which such shares of capital stock, options, related rights or similarly.
securities were issued;





                                       44
provided that (1) such Indebtedness, by its terms or by the terms of any
agreement or instrument pursuant to which such Indebtedness is issued, is
expressly made subordinate in right of payment of the Notes at least to the
extent that the Notes are subordinated in right of payment to Senior
Indebtedness, (2) such Indebtedness, by its terms or by the terms of any
agreement or instrument pursuant to which such Indebtedness is issued, provides
that no payments of principal of such Indebtedness by way of sinking fund,
mandatory redemption or otherwise (including defeasance) may be made at any
time prior to one year after the stated maturity of the Notes; (j) Acquired
Indebtedness that is without recourse to the Company or any of its Restricted
Subsidiaries or any of their respective assets (other than the Subsidiary
acquired subject to such Acquired Indebtedness and its assets), and is not
guaranteed by any such person; provided that after giving pro forma effect to
the incurrence thereof, the Company could incur at least $1.00 of Indebtedness
under the first paragraph of this Section 4.12; and (k) additional Indebtedness
(including Capitalized Lease Obligations and Purchase Money Indebtedness) of
the Company and Restricted Subsidiaries, which may, but need not be incurred in
whole or in part under the New Bank Credit Facility, in an aggregate principal
amount not to exceed $30 million at any time outstanding. Notwithstanding any
other provision of this Section 4.12, a guarantee by a Subsidiary Guarantor or
the Company of Indebtedness incurred in accordance with the terms of the
Indenture at the time such Indebtedness was incurred will not constitute a
separate incurrence of Indebtedness.

       SECTION 4.13. Limitation on Payment Restrictions Affecting Subsidiaries.

       The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to: (i) pay dividends or make any other distributions
on its Capital Stock or pay any Indebtedness or other obligation owed to the
Company or a Restricted Subsidiary, (ii) make any loans or advances to the
Company or a Restricted Subsidiary or (iii) transfer any of its property or
assets to the Company, except any such encumbrance or restriction under or by
reason of (a) applicable law, (b) this Indenture, (c) the New Bank Credit
Facility, (d) the terms of the Old Notes, (e) secured Indebtedness otherwise
permitted to be incurred pursuant to the provisions of Section 4.12 that limit
the right of the debtor to dispose of the assets securing such Indebtedness,
(f) customary net worth provisions contained in leases and other agreements
entered into in the ordinary course of business, (g) customary restrictions
with respect to a Restricted 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 Restricted Subsidiary, (h) provisions with
respect to the disposition or distribution of assets or property in joint
venture agreements and other similar agreements, (i) any other instrument
governing Indebtedness incurred on or after





                                       45
the Issue Date or any refinancing thereof that is incurred in accordance with
the Indenture, provided that the encumbrance or restriction contained in any
such Indebtedness or any such refinancing thereof is no more restrictive and no
more unfavorable to the holders of the Notes in any material respect than that
contained in the New Bank Credit Facility as in effect on the Issue Date, (j)
customary provisions restricting subletting or assignment of any lease
governing a leasehold interest of a Subsidiary or any other contract executed
by a Subsidiary in the ordinary course of business, and (k) Acquired
Indebtedness, provided that (x) such restriction is not applicable to any
person, or the properties or assets of any person, other than the person
acquired and (y) such Indebtedness is otherwise permitted to be incurred
pursuant to the provisions of Section 4.12.

       SECTION 4.14. Limitation on Additional Senior Subordinated Indebtedness.

       Neither the Company nor any Subsidiary Guarantor will incur, create,
issue, assume, guarantee or otherwise become liable for any Indebtedness that
is expressly by its terms subordinate or junior in right of payment to any
Indebtedness of such Person and senior in any respect in right of payment to
the Notes or the Guarantee of such Subsidiary Guarantor, as the case may be.

       SECTION 4.15. Limitation on Change of Control.

       (a)    Upon the occurrence of a Change of Control, each Holder shall
have the right to require the repurchase of such Holder's Notes pursuant to the
offer described in paragraph (b) below (the "Change of Control Offer"), at a
purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase (subject to the rights of the
holders of record on the relevant record date to receive interest on the
relevant interest payment date). Within 10 days after the date upon which the
Change of Control occurs (the "Change of Control Date") requiring the Company
to make a Change of Control Offer pursuant to this Section 4.15, the Company
shall so notify in writing the Trustee.

       (b)    Within 30 days following any Change of Control Date, the Company
shall send, by first class mail, a notice to each Holder, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control Offer.
The notice to the Holders shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Change of
Control Offer. Such notice shall state:

              (1)    that the Change of Control Offer is being made pursuant to
       this Section 4.15 and that all Notes tendered will be accepted for
       payment;





                                       46
              (2)    the purchase price (including the amount of accrued
       interest) and the purchase date (which shall be no earlier than 30 days
       nor later than 60 days from the date such notice is mailed, other than
       as may be required by law) (the "Change of Control Payment Date");

              (3)    that any Note not tendered will continue to accrue
       interest if interest is then accruing;

              (4)    that, unless the Company defaults in making payment
       therefor, any Note accepted for payment pursuant to the Change of
       Control Offer shall cease to accrue interest after the Change of Control
       Payment Date;

              (5)    that Holders electing to have a Note purchased pursuant to
       a Change of Control Offer will be required to surrender the Note, with
       the form entitled "Option of Holder to Elect Purchase" on the reverse of
       the Note completed, to the Paying Agent at the address specified in the
       notice prior to 5:00 p.m., New York City time, on the Business Day prior
       to the Change of Control Payment Date;

              (6)    that Holders will be entitled to withdraw their election
       if the Paying Agent receives, not later than 5:00 p.m., New York City
       time, on the second 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 the Notes the Holder
       delivered for purchase and a statement that such Holder is withdrawing
       his election to have such Note purchased; and

              (7)    the circumstances and relevant facts regarding such Change
       of Control.

       On or before the Change of Control Payment Date, the Company shall (i)
accept for payment Notes or portions thereof tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the purchase price plus accrued interest, if any, of all Notes or
portions thereof so tendered and accepted and (iii) deliver to the Trustee
Notes so accepted together with an Officers' Certificate stating the Notes or
portions thereof being purchased by the Company. The Paying Agent shall
promptly mail or deliver to the Holders of Notes so accepted payment in an
amount equal to the purchase price plus accrued interest, if any, and the
Company shall execute and issue, and the Trustee shall promptly authenticate
and mail or deliver to such Holders new Notes equal in principal amount to any
unpurchased portion of the Notes surrendered. Any Notes not so accepted shall
be promptly mailed or delivered by the Company to the Holder 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. For
purposes of this Section 4.15, the Trustee shall act as the Paying Agent.





                                       47
       (c)    If the New Bank Credit Facility is in effect, or any amounts are
owing thereunder, at the time of the occurrence of a Change of Control, prior
to the mailing of the notice to Holders described in clause (b) above, but in
any event within 30 days following any Change of Control, the Company covenants
to (i) repay in full all Obligations under the New Bank Credit Facility and
terminate all commitments thereunder or offer to repay in full all Obligations
under the New Bank Credit Facility and terminate all commitments thereunder and
repay the Obligations under the New Bank Credit Facility and terminate all
commitments thereunder of each lender who has accepted such offer or (ii)
obtain the requisite consent under the New Bank Credit Facility to permit the
repurchase of the Notes as described above. The Company must first comply with
the covenant described in the preceding sentence before it shall be required to
purchase Notes in the event of a Change of Control; provided that the Company's
failure to comply with the covenant described in the preceding sentence will
constitute an Event of Default described in Section 6.01(3) if not cured within
30 days after the notice required by such Section. As a result of the
foregoing, a Holder may not be able to compel the Company to purchase the Notes
unless the Company is able at the same time to refinance all of the New Bank
Credit Facility or obtain requisite consents under the New Bank Credit
Facility.

       The Company shall comply with all applicable securities laws in
connection with any Change of Control Offer, including Rule 14e-1 under the
Exchange Act.

       SECTION 4.16. Limitation on Asset Sales.

       The Company shall not, and shall not permit any Restricted Subsidiary
to, consummate any Asset Sale unless (i) the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of each such
Asset Sale at least equal to the fair market value (as determined by the Board
of Directors of the Company in good faith) of the assets sold; (ii) not less
than 80% (100% in the case of lease payments) of the consideration received by
the Company (or such Restricted Subsidiary, as the case may be) is in the form
of cash, provided that any note or other obligation received by the Company (or
such Restricted Subsidiary, as the case may be) that is converted into cash
within 30 days after receipt shall be deemed to be cash for purposes of this
clause (ii); and (iii) the Company within 365 days of such Asset Sale (x)
reinvests or causes a Restricted Subsidiary to reinvest (including by way of
acquisitions) the Net Cash Proceeds of any Asset Sale into one or more of the
then existing businesses of the Company and its Subsidiaries; or (y) applies or
causes to be applied such Net Cash Proceeds to the permanent reduction of
outstanding Senior Indebtedness (or, in the case of a revolving credit
facility, to the permanent reduction in the commitments thereunder); or (z)
after such time as the accumulated Excess Net Proceeds equal or exceed $5
million, applies or causes to be applied such Excess Net Proceeds to the
purchase of Notes tendered





                                       48
to the Company for purchase at a price equal to 100% of the principal amount
thereof plus accrued interest thereon to the date of purchase pursuant to a Net
Proceeds Offer (as defined below); provided, however, that the Company shall
have the right to exclude Asset Sales from the foregoing provision the net
proceeds of which in the aggregate do not exceed $20 million annually from the
calculation of accumulated Net Cash Proceeds.

       In the event Net Cash Proceeds are required to be applied to the
purchase of Notes, the Company will be required to make an offer to purchase (a
"Net Proceeds Offer"). If the aggregate purchase price of Notes tendered
pursuant to the Net Proceeds Offer is less than the Net Cash Proceeds allotted
to the purchase of the Notes, the Company may apply the remaining Net Cash
Proceeds for general corporate purposes. Notice of a Net Proceeds Offer
pursuant to this Section 4.16 shall be mailed, by first class mail, by the
Company to all Holders at their last registered addresses, 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 Net Proceeds Offer and
shall state the following terms:

              (1)    that the Net Proceeds Offer is being made pursuant to
       Section 4.16 and that all Notes tendered will be accepted for payment;
       provided, however, that if the aggregate principal amount of Notes
       tendered in a Net Proceeds Offer plus accrued interest at the expiration
       of such offer exceeds the aggregate amount of the Net Proceeds Offer,
       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 multiples thereof shall be
       purchased);

              (2)    the purchase price (including the amount of accrued
       interest) and the purchase date (which shall be no earlier than 30 days
       nor later than 60 days from the date such notice is mailed, other than
       as may be required by law) (the "Proceeds Purchase Date");

              (3)    that any Note not tendered will continue to accrue
       interest if interest is then accruing;

              (4)    that, unless the Company defaults in making payment
       therefor, any Note accepted for payment pursuant to the Net Proceeds
       Offer shall cease to accrue interest after the Proceeds Purchase Date;

              (5)    that Holders electing to have a Note purchased pursuant to
       a Net Proceeds Offer will be required to surrender the Note, with the
       form entitled "Option of Holder to Elect Purchase" on the reverse of the
       Note completed, to the Paying Agent at the address specified in the
       notice prior to 5:00 p.m., New York City time, on the second Business
       Day prior to the Proceeds Purchase Date;





                                       49
              (6)    that Holders will be entitled to withdraw their election
       if the Paying Agent receives, not later than 5:00 p.m., New York City
       time, on the second Business Day preceding the Proceeds Purchase Date, a
       telegram, telex, facsimile transmission or letter setting forth the name
       of the Holder, the principal amount of the Notes the Holder delivered
       for purchase and a statement that such Holder is withdrawing his
       election to have such Note purchased; and

              (7)    that Holders whose Notes were purchased only in part will
       be issued new Notes equal to principal amount to the unpurchased portion
       of the Notes surrendered.

       On or before the Proceeds Purchase Date, the Company shall (i) accept
for payment Notes or portions thereof tendered pursuant to the Net Proceeds
Offer which are to be purchased in accordance with item (b)(1) above, (ii)
deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase
price of all Notes to be purchased and (iii) deliver to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof being purchased by the Company. The Paying Agent shall promptly mail to
the Holders of Notes so accepted payment in an amount equal to the purchase
price plus accrued interest, if any, and the Company shall execute and issue,
and the Trustee shall promptly authenticate and mail or deliver to such Holders
new Notes equal in principal amount to any unpurchased portion of the Notes
surrendered. The Company shall publicly announce the results of the Net
Proceeds Offer on or as soon as practicable after the Proceeds Purchase Date.
For purposes of this Section 4.15, the Trustee shall act as the Paying Agent.

       The Company will comply with all applicable securities laws in
connection with any Net Proceeds Offer, including Rule l4e-1 under the Exchange
Act.

       SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries.

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

       SECTION 4.18. Limitation on Liens.

       The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur or otherwise cause or suffer to exist or become
effective any Liens of any kind (other than Permitted Liens) upon any property
or asset of the Company or any Restricted Subsidiary or any shares of stock or
debt of any Restricted Subsidiary which owns property or assets, now owned or





                                       50
hereafter acquired, unless (i) if such Lien secures Indebtedness which is pari
passu with the Notes or a Guarantee, then the Notes or such Guarantee, as the
case may be, are secured on an equal and ratable basis with the obligations so
secured until such time as such obligation is no longer secured by a Lien or
(ii) if such Lien secures Indebtedness which is subordinated to the Notes or a
Guarantee, any such Lien shall be subordinated to the Lien granted to the
holders of the Notes or such Guarantee, as the case may be, to the same extent
as such Subordinated Obligations are subordinated to the Notes.

       SECTION 4.19. Limitation on Transfer of Assets to Certain Subsidiaries.

       The Company will not, and will not permit any of its Restricted
Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of any of
its assets or property to any Subsidiary that is not a Wholly Owned Restricted
Subsidiary of the Company, except as otherwise permitted pursuant to Sections
4.10 and 4.16.

       SECTION 4.20. Guarantees of Certain Indebtedness

       The Company will not permit any of its Subsidiaries, directly or
indirectly, to incur, guarantee or secure through the granting of Liens the
payment of any Indebtedness under the New Bank Credit Facility or any refunding
or refinancing thereof in each case unless such Subsidiary, the Company and the
Trustee execute and deliver a supplemental indenture evidencing such
Subsidiary's Guarantee, such Guarantee to be a senior subordinated unsecured
obligation of such Subsidiary. Neither the Company nor any Subsidiary Guarantor
shall be required to make a notation on the Notes or the Guarantees to reflect
any such subsequent Guarantee. Nothing in this covenant shall be construed to
permit any Subsidiary of the Company to incur Indebtedness otherwise prohibited
by Section 4.12.





                                       51
                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

       SECTION 5.01. When Company May Merge, Etc.

       (a)    The Company, in a single transaction or through a series of
related transactions, shall not consolidate with or merge with or into any
other person, or transfer (by lease, assignment, sale or otherwise) all or
substantially all of its properties and assets unless: (i) either the Company
shall be the continuing person, or the person (if other than the Company)
formed by such consolidation or into which the Company is merged or to which
all or substantially all of the properties and assets of the Company are
transferred (the Company or such other person hereinafter referred to as the
"Surviving person") shall be a corporation organized and validly existing under
the laws of the United States, any state thereof or the District of Columbia,
and if other than the Company shall expressly assume, by an indenture
supplement, all of the obligations of the Company under the Notes and this
Indenture; (ii) immediately after and giving effect to such transaction and the
assumption contemplated by clause (i) above and the incurrence or anticipated
incurrence of any Indebtedness to be incurred in connection therewith, the
Surviving person could incur at least $1.00 of Indebtedness pursuant to the
first paragraph under Section 4.12; (iii) immediately before and immediately
after and giving effect to such transaction and the assumption of the
obligations as set forth in clause (i) above and the incurrence or anticipated
incurrence of any Indebtedness to be incurred in connection therewith, no
Default or Event of Default shall have occurred and be continuing; and (iv)
Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, transfer or adoption and
such supplemental indenture comply with this Article Five, that the Surviving
Person agrees to be bound hereby, and that all conditions precedent herein
provided (which, in the case of the opinion of counsel, may be limited to the
condition specified in clause (i) of this Section 5.01(a)) relating to such
transaction have been satisfied.

       (b)    For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the Properties and assets of one
or more Subsidiaries the Capital Stock of which constitutes all or
substantially all of the Properties and assets of the Company shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

       SECTION 5.02. Successor Corporation Substituted.

       Upon any consolidation, combination or merger or any transfer of all or
substantially all of the assets of the Company in accordance with the
foregoing,





                                       52
in which the Company is not the continuing corporation, the successor Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture and the Notes with the same effect as if such surviving entity had
been named as such, and thereafter the predecessor corporation shall be
relieved of all Obligations and covenants under this Indenture and the Notes;
provided that solely for the purpose of calculating amounts described in clause
(c) of the first paragraph of Section 4.10, any such Surviving Person shall
only be deemed to have succeeded to and be substituted for the Company with
respect to the period subsequent to the effective time of this transaction (and
the Company shall be deemed to be the "Company" for such purposes for all prior
periods).
                                  ARTICLE SIX

                              DEFAULT AND REMEDIES

       SECTION 6.01. Events of Default.

       An "Event of Default" occurs if:

       (1)    the Company defaults in the payment of any installment of
interest on any Notes as and when the same becomes due and payable and the
Default continues for a period of 30 days (whether or not prohibited by the
subordination provisions of this Indenture);

       (2)    the Company defaults in payment of all or any part of the
principal on any Notes when the same becomes due and payable at maturity, upon
any redemption, by declaration or otherwise (whether or not prohibited by the
subordination provisions of this Indenture);

       (3)    the Company or any Subsidiary Guarantor fails duly to observe or
perform any of its other covenants or agreements contained in the Notes or this
Indenture and the Default continues for a 30-day period and after the notice
specified below;

       (4)    there shall be a default under any bond, debenture or other
evidence of Indebtedness of the Company or any of its Restricted Subsidiaries
or under any mortgage, indenture or other instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness of the
Company or any of its Restricted Subsidiaries, whether such Indebtedness now
exists or shall hereafter be created, if both (A) such default either (i)
results from the failure to pay interest or principal on Indebtedness at the
final maturity of the respective issue of Indebtedness, and such failure
continues for a period of 10 days or more, or (ii) results in the holder or
holders of such Indebtedness causing such Indebtedness to become due prior to
its stated maturity and such acceleration has not been rescinded, cancelled or
otherwise cured within 10 days after receipt of notice of acceleration by the
Company and (B) the principal amount of such Indebtedness,





                                       53
together with the principal amount of any other such Indebtedness in default
for failure to pay principal or interest at final maturity or the maturity of
which has been so accelerated, in each case with respect to which the 10-day
period described above has passed, aggregates in excess of $10,000,000 at any
one time;

       (5)    the Company or any of its Significant Subsidiaries (A) commences
a voluntary case or proceeding under any Bankruptcy Law with respect to itself,
(B) consents to the entry of a judgment, decree or order for relief against it
in an involuntary case or proceeding under any Bankruptcy Law, (C) consents to
the appointment of a Custodian of it or for substantially all of its property,
(D) consents to or acquiesces in the institution of a bankruptcy or an
insolvency proceeding against it, (E) makes a general assignment for the
benefit of its creditors, or (F) takes any corporate action to authorize or
effect any of the foregoing;

       (6)    a court of competent jurisdiction enters a judgment, decree or
order for relief in respect of the Company or any of its Significant
Subsidiaries in an involuntary case or proceeding under any Bankruptcy Law,
which shall (A) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Company or any of its
Significant Subsidiaries, (B) appoint a Custodian of the Company or any of its
Significant Subsidiaries or for substantially all of its property or (C) order
the winding-up or liquidation of its affairs; and such judgment, decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or

       (7)    any final judgment or order for the payment of money shall be
rendered against the Company or any Significant Subsidiary of the Company by a
court of competent jurisdiction in excess of $10,000,000 individually or in the
aggregate for all such judgments or orders against all such persons that are
not stayed, bonded or discharged and there is a period of 60 consecutive days,
after written notice has been given by the Trustee or the holders of at least
25% in aggregate principal amount of the Notes then outstanding, during which a
stay of enforcement of such judgment or order, by reason of pending appeal or
otherwise, shall not be in effect.

       A Default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes notify the Company and the Trustee, of the
Default, and the Company does not cure the Default within 30 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default." Such notice shall be given
by the Trustee if so requested by the Holders of at least 25% in principal
amount of the Notes then outstanding. Such notice shall be given by registered
or certified mail, return receipt requested.

       SECTION 6.02. Acceleration.

       If an Event of Default (other than an Event of Default specified in
Section 6.01(5) or (6) with respect to the Company) occurs and is continuing
and has not been waived pursuant to Section 6.04, then the Trustee or the





                                       54
Holders of at least 25% in principal amount of outstanding Notes may declare
the principal of and accrued interest on all the Notes to be due and payable by
notice in writing to the Company and the Trustee specifying the respective
Event of Default and that it is a "notice of acceleration" (the "Acceleration
Notice"), and the same (i) shall become immediately due and payable or (ii) if
there are any amounts outstanding under the New Bank Credit Facility, shall
become immediately due and payable upon the first to occur of an acceleration
under the New Bank Credit Facility or 5 Business Days after receipt by the
Company and the Representative under the New Bank Credit Facility of such
Acceleration Notice, unless all Events of Default specified in such
Acceleration Notice (other than any Event of Default described in clause (2) of
Section 6.01) shall have been cured. In the event of a declaration of
acceleration because an Event of Default set forth in clause (4) of Section
6.01 has occurred and is continuing, such declaration of acceleration shall be
automatically annulled if the missed payments in respect of such Indebtedness
have been paid or if the holders of the Indebtedness that is subject to
acceleration have rescinded their declaration of acceleration and the Trustee
has received written notice thereof or such Indebtedness has been repaid in
full, in each case within 60 days thereof and if (i) the annulment of such
acceleration would not conflict with any judgment or decree of a court of
competent jurisdiction, (ii) all existing Events of Default, except non-payment
of principal or interest which have become due solely because of the
acceleration, have been cured or waived, (iii) the Company has delivered an
Officers' Certificate to the Trustee to the effect of clauses (i) and (ii)
above and (iv) all amounts due to the Trustee under Section 7.07 have been
paid. If an Event of Default specified in Section 6.01(5) or (6) occurs with
respect to the Company, all unpaid principal and accrued interest on the Notes
then outstanding shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Noteholder.

       The declaration of acceleration is subject to the condition that if, at
any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Notes and the principal of any and all
Notes which shall have become due otherwise than by acceleration (with interest
upon such principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest specified in the Notes, to the date of such
payment or deposit) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith, and if any and all Events of Default, other
than the non-payment of the principal of Notes which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein, then and in every such case the holders of a majority in aggregate
principal amount of the Notes





                                       55
then outstanding, by written notice to the Company and to the Trustee, may
waive all defaults and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.

       SECTION 6.03. Other Remedies.

       If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment
of principal of or 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 in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

       SECTION 6.04. Waiver of Past Defaults.

Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in principal
amount of the outstanding Notes by notice to the Trustee may waive an existing
Default or Event of Default and its consequences, except a Default in the
payment of principal of or interest on any Note as specified in clauses (1) and
(2) of Section 6.01. When a Default or Event of Default is waived, it is cured
and ceases.

       SECTION 6.05. Control by Majority.

       Subject to Section 2.09, the Holders of a majority in principal amount
of the outstanding Notes may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it, including, without limitation, any remedies provided
for in Section 6.03. Subject to Section 7.01, however, the Trustee may refuse
to follow any direction that the Trustee reasonably believes conflicts with any
law or this Indenture, that the Trustee determines may be unduly prejudicial to
the rights of another Holder, or that may involve the Trustee in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.





                                       56
       SECTION 6.06. Limitation on Suits.

       A Holder may not pursue any remedy with respect to this Indenture or the
Notes unless:

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

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

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

              (4)     the Trustee does not comply with the request within 30
       days after receipt of the request and the offer of satisfactory
       indemnity; and

              (5)    during such 30-day period the Holders of a majority in
       principal amount of the outstanding Notes do not give the Trustee a
       direction which, in the opinion of the Trustee, is inconsistent with the
       request.

       The foregoing limitations shall not apply to a suit instituted by a
Holder for the enforcement of the payment of principal and premium, if any, or
interest on such Note on or after the respective due dates set forth in such
Note (including upon acceleration thereof); provided that upon institution of
any proceeding or exercise of any remedy, such Holders provide the Trustee with
prompt written notice thereof.

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

       SECTION 6.07. Rights of Holders To Receive Payment.

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





                                       57
       SECTION 6.08. Collection Suit by Trustee.

       If an Event of Default in payment of principal or interest specified in
clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company, any Subsidiary Guarantor, if any, or any other obligor on the Notes
for the whole amount of principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate per annum borne by the Notes, and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

       SECTION 6.09. Trustee May File Proofs of Claim.

       The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relating to the Company or any
other obligor upon the Notes, any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, taxes, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee under
Section 7.07. The Company's payment obligations under this Section 6.09 shall
be secured in accordance with the provisions of Section 7.07 hereunder. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

       SECTION 6.10. Priorities.

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

       First: to the Trustee for amounts due under Section 7.07;

       Second: subject to Articles Ten and Eleven, to Holders for amounts due
and unpaid on the Notes for interest and premium, ratably, without preference
or priority





                                       58
of any kind, according to the amounts due and payable on the Notes for interest
and premium, respectively;

       Third: subject to Articles Ten and Eleven, to Holders for amounts due
and unpaid on the Notes for principal, ratably without preference or priority
of any kind, according to the amounts due and payable on the Notes for
principal; and

       Fourth: subject to Articles Ten and Eleven, to the Company, the
Subsidiary Guarantors, if any, or any other obligor on the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

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

       SECTION 6.11. Undertaking for Costs.

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

       SECTION 6.12. Restoration of Rights and Remedies.

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





                                       59
                                 ARTICLE SEVEN

                                    TRUSTEE

       SECTION 7.01. Duties of Trustee.

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

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

              (1)    The Trustee need perform only those duties as are
       specifically set forth in this Indenture and the TIA and no others and
       no covenants or obligations shall be implied in this Indenture against
       the Trustee.

              (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. However, in the case of any such certificate or opinion which
       by any provision hereof is specifically required to be furnished to the
       Trustee, the Trustee shall examine the certificates and opinions to
       determine whether or not they conform to the requirements of this
       Indenture.

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

                     (1)    This paragraph does not limit the effect of
       paragraph (b) of this Section 7.01.

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

                     (3)    The Trustee shall not be liable with respect to any
       action it takes or omits to take in good faith in accordance with a
       direction received by it pursuant to Section 6.02, 6.04 or 6.05.

       (d)    No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in





                                       60
the performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

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

       SECTION 7.02. Rights of Trustee.

       Subject to Section 7.01:

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

       (b)    Before the Trustee acts or refrains from acting, it may consult
with counsel and may require an Officers' Certificate or an Opinion of Counsel,
or both, which shall conform to Sections 12.04 and 12.05. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.

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

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

       (e)    The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture, or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.

       (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, order or
direction of any of the Holders pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to the





                                       61
Trustee against the costs, expenses and liabilities which may be incurred by it
in compliance with such request, order or direction.

       (g)    The Trustee may consult with counsel and the advice or opinion of
such counsel as to matters of law shall be full and complete authorization and
protection from liability in respect of any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.

       (h)    The Trustee shall not be charged with knowledge of any Defaults
or Events of Default unless either (1) a Trust Officer of the Trustee shall
have actual knowledge of such Default or Event of Default or (2) written notice
of such Default or Event of Default shall have been given to the Trustee by any
Holder or by the Company or any other obligor on the Notes or any holder of
Senior Indebtedness or Guarantor Senior Indebtedness or any representative
thereof.

       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, any Subsidiary of
the Company, or their respective Affiliates with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. However,
the Trustee must comply with Sections 7.10 and 7.11.

       SECTION 7.04. Trustee's Disclaimer.

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

       SECTION 7.05. Notice of Default.

       If a Default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Holder notice of the
uncured Default or Event of Default within 90 days after such Default or Event
of Default becomes known to the Trustee. Except in the case of a Default or an
Event of Default in payment of principal of, or interest on, any Note, the
Trustee may withhold the notice if and so long as its Board of Directors, the
executive committee of its Board of Directors or a committee of its directors
and/or Trust Officers in good faith determines that withholding the notice is
in the interest of the Holders.





                                       62
       SECTION 7.06. Reports by Trustee to Holders.

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

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

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

       SECTION 7.07. Compensation and Indemnity.

       The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it in connection with the performance of its duties under
this Indenture. Such expenses shall include the reasonable fees and expenses of
the Trustee's agents and counsel.

       The Company shall indemnify the Trustee and its agents, employees,
officers, directors and shareholders for, and hold it harmless against, any
loss, liability or expense incurred by it except for such actions to the extent
caused by any negligence, bad faith or willful misconduct on its part, arising
out of or in connection with the administration of this trust including the
reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its rights,
powers or duties hereunder. The Trustee shall notify the Company promptly of
any claim asserted against the Trustee for which it may seek indemnity. Failure
by the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. At the Trustee's sole discretion, the Company shall
defend the claim and the Trustee shall provide reasonable cooperation and may
participate at the Company's expense in the defense. Alternatively, the Trustee
may at its option have separate counsel of its own choosing and the Company
shall pay the reasonable fees and expenses of such counsel; provided that the
Company will not be required to pay such fees and expenses if it assumes the
Trustee's defense, there is no conflict of interest between the Company and the
Trustee in connection with such defense as reasonably determined by the Trustee
and no Default or Event of Default has occurred and is continuing. The Company
need not pay for any settlement made without its written consent, which consent
shall not be unreasonably withheld. The Company need not reimburse any expense
or





                                       63
indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.

       To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Notes.

       When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

       The obligations of the Company under this Section 7.07 and any lien
arising hereunder shall survive the resignation or removal of the Trustee, the
discharge of the Company's Obligations pursuant to Article Eight or the
termination of this Indenture.

       SECTION 7.08. Replacement of Trustee.

       The Trustee may resign by so notifying the Company in writing, such
resignation to be effective upon the appointment of a successor Trustee. The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Company and the Trustee in writing and may
appoint a successor Trustee with the Company's consent which consent shall not
be unreasonably withheld. The Company may remove the Trustee if:

       (1)    the Trustee fails to comply with Section 7.10;

       (2)    the Trustee is adjudged bankrupt or insolvent;

       (3)    a receiver or other public officer takes charge of the Trustee or
       its property; or

       (4)    the Trustee becomes incapable of acting.

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

       A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the
resignation or removal of the





                                       64
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. A
successor Trustee shall mail notice of its succession to each Holder.

       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 outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

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

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

       SECTION 7.09. Successor Trustee by Merger, Etc.

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

       SECTION 7.10. Eligibility; Disqualification.

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





                                       65
       SECTION 7.11. Preferential Collection of Claims Against Company.

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

                                 ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

       SECTION 8.01. Termination of the Company's Obligations.

       The Company may terminate its obligations under the Notes and this
Indenture, except those obligations referred to in the penultimate paragraph of
this Section 8.01, if all Notes previously authenticated and delivered (other
than destroyed, lost or stolen Notes which have been replaced or paid or Notes
for whose payment U.S. Legal Tender has theretofore been deposited with the
Trustee or the Paying Agent in trust or segregated and held in trust by the
Company and thereafter repaid to the Company, as provided in Section 8.05) have
been delivered to the Trustee for cancellation and the Company has paid all
sums payable by it hereunder, or if:

       (a)    either (i) pursuant to Article Three, the Company shall have
given notice to the Trustee and mailed a notice of redemption to each Holder of
the redemption of all of the Notes under arrangements satisfactory to the
Trustee for the giving of such notice or (ii) all Notes have otherwise become
due and payable hereunder;

       (b)    the Company shall have irrevocably deposited or caused to be
deposited with the Trustee or a trustee satisfactory to the Trustee, under the
terms of an irrevocable trust agreement in form and substance satisfactory to
the Trustee, as trust funds in trust solely for the benefit of the Holders for
that purpose, U.S. Legal Tender in such amount as is sufficient without
consideration of reinvestment of such interest, to pay principal of, premium,
if any, and interest on the outstanding Notes to maturity or redemption;
provided that the Trustee shall have been irrevocably instructed to apply such
U.S. Legal Tender to the payment of said principal, premium, if any, and
interest with respect to the Notes and, provided, further, that from and after
the time of deposit, the money deposited shall not be subject to the rights of
holders of Senior Debt pursuant to the provisions of Article Ten;

       (c)    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





                                       66
breach or violation of, or constitute a default under, any other instrument to
which the Company is a party or by which it is bound;

       (d)    the Company shall have paid all other sums payable by it
hereunder; and

       (e)    the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent providing for the termination of the Company's obligations under the
Notes and this Indenture have been complied with. Such Opinion of Counsel shall
also state that such satisfaction and discharge does not result in a default
under the Bank Credit Agreement (if then in effect) or any other agreement or
instrument then known to such counsel that binds or affects the Company.

       Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive
until the Notes are no longer outstanding pursuant to the last paragraph of
Section 2.08. After the Notes are no longer outstanding, the Company's
obligations in Sections 7.07, 8.05 and 8.06 shall survive.

       After such delivery or irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Company's and the Subsidiary
Guarantors' obligations under the Notes, the Guarantees and this Indenture
except for those surviving obligations specified above.

       SECTION 8.02. Legal Defeasance and Covenant Defeasance.

       (a)    The Company may, at its option by Board Resolution of the Board
of Directors of the Company, at any time, elect to have either paragraph (b) or
(c) below be applied to all outstanding Notes upon compliance with the
conditions set forth in Section 8.03.

       (b)    Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Company and the Subsidiary
Guarantors shall, subject to the satisfaction of the conditions set forth in
Section 8.03, be deemed to have been discharged from its obligations with
respect to all outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.04 hereof and the
other Sections of this Indenture referred to in (i) and (ii) below, 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), and





                                       67
Holders of the Notes and any amounts deposited under Section 8.03 hereof shall
cease to be subject to any obligations to, or the rights of, any holder of
Senior Indebtedness or Guarantor Senior Indebtedness under Article Ten or
Eleven, as the case may be, or otherwise, except for the following provisions,
which shall survive until otherwise terminated or discharged hereunder: (i) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such Section,
payments in respect of the principal of and interest on such Notes when such
payments are due, (ii) the Company's obligations with respect to such Notes
under Article Two and Section 4.02 hereof, (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (iv) this Article Eight. Subject to compliance with
this Article Eight, the Company may exercise its option under this paragraph
(b) notwithstanding the prior exercise of its option under paragraph (c)
hereof.

       (c)    Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03 hereof, be released
from its obligations under the covenants contained in Sections 4.10 through
4.20 and Article Five hereof with respect to the outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed 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 accounting
purposes) and Holders of the Notes and any amounts deposited under Section 8.03
hereof shall cease to be subject to any obligations to, or the rights of, any
holder of Senior Indebtedness or Guarantor Senior Indebtedness under Article
Ten or Article Eleven or otherwise. 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 or Default under Section 6.01(3) 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 paragraph (a) hereof of the option
applicable to this paragraph (c), subject to the satisfaction of the conditions
set forth in Section 8.03 hereof, those events described in Section 6.01
(except those events described in Section 6.01(1), (2), (5) and (6)) shall not
constitute Events of Default.





                                       68
       SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.

       The following shall be the conditions to the application of either
Section 8.02(b) or 8.02(c) hereof to the out standing Notes:

              In order to exercise either Legal Defeasance or Covenant
Defeasance:

       (a)    the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, U.S. Legal Tender or U.S. Government
Obligations, 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 of and interest on the Notes on the stated
date for payment thereof or on the applicable redemption date, as the case may
be, of such principal or installment of principal of or interest on the Notes;
provided that the Trustee shall have received an irrevocable written order from
the Company instructing the Trustee to apply such U.S. Legal Tender or the
proceeds of such U.S. Government Obligations to said payments with respect to
the Notes;

       (b)    in the case of an election under Section 8.02(b) hereof, 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 Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;

       (c)    in the case of an election under Section 8.02(c) hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;

       (d)    no Default or Event of Default or event which with notice or
lapse of time or both would become a Default or an Event of Default with
respect to the Notes shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default resulting from the incurrence
of Indebtedness all or a portion of the proceeds of which will be used to
defease the Notes pursuant to this Article Eight concurrently with such
incurrence) or insofar as Sections 6.01(5) and 6.01(6) hereof are concerned, at
any time in the period ending on the 91st day after the date of such deposit;





                                       69
       (e)    such Legal Defeasance or Covenant Defeasance shall not result in
a breach or violation of or constitute a default under this Indenture or any
other material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

       (f)    the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders over any other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company;

       (g)    the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with; and

       (h)    the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that (i) the trust funds will not be subject to any
rights of any holders of Indebtedness of the Company other than the Notes, and
(ii) assuming no intervening bankruptcy or insolvency of the Company between
the date of deposit and the 91st day following the deposit and that no Holder
is an insider of the Company, after the 91st day following the deposit, the
trust funds will not be subject to the effect of any applicable Bankruptcy Law.

       SECTION 8.04. Application of Trust Money.

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

       The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.03 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
outstanding Notes.

       Anything in this Article Eight to the contrary not withstanding, the
Trustee shall deliver or pay to the Company from time to time upon the
Company's request any U.S. Legal Tender or U. S. Government Obligations held by
it as provided in Section 8.03 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.





                                       70
       SECTION 8.05. Repayment to the Company or the Subsidiary Guarantors.

       Subject to Article Eight, the Trustee and the Paying Agent shall
promptly pay to the Company, or if deposited with the Trustee by any Subsidiary
Guarantor, to such Subsidiary Guarantor, upon request any excess U.S. Legal
Tender or U.S. Government Obligations held by them at any time and thereupon
shall be relieved from all liability with respect to such money. The Trustee
and the Paying Agent shall pay to the Company, or if deposited with the Trustee
by any Subsidiary Guarantor, to such Subsidiary Guarantor, upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years; provided that the Trustee or such Paying Agent, before
being required to make any payment, may at the expense of the Company cause to
be published once in a newspaper of general circulation in the City of New York
or mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein which shall be at least 30
days from the date of such publication or mailing any unclaimed balance of such
money then remaining will be repaid to the Company or a Subsidiary Guarantor.
After payment to the Company or a Subsidiary Guarantor, as the case may be,
Noteholders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another Person.

       SECTION 8.06. Satisfaction and Discharge.

       This Indenture will be discharged and will cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of the
Notes, as expressly provided for in this Indenture) as to all outstanding Notes
when (i) either (a) all the Notes theretofore authenticated and delivered
(except lost, stolen or destroyed Notes which have been replaced or paid and
Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust) have been delivered to the Trustee for
cancellation or (b) all Notes not theretofore delivered to the Trustee for
cancellation have become due and payable, or are by their terms to become due
and payable within one year or are to be called for redemption within one year
upon delivery of notice under arrangements satisfactory to the Trustee, and the
Company has irrevocably deposited or caused to be deposited with the Trustee
funds in an amount sufficient to pay and discharge the entire Indebtedness on
the Notes not theretofore delivered to the Trustee for cancellation, for
principal of, premium, if any, and interest on the Notes to the date of deposit
together with irrevocable instructions from the Company directing the Trustee
to apply such funds to the payment thereof at maturity or redemption, as the
case may be; (ii) the Company has paid all other sums payable under the
Indenture by the Company; and (iii) the Company has delivered to the Trustee an
officers' certificate and an opinion of counsel stating that all conditions
precedent under the Indenture relating to the satisfaction and discharge of the
Indenture have been complied with.





                                       71
       SECTION 8.07. Reinstatement.

       If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender
or U.S. Government Obligations in accordance with Article Eight 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 and each Subsidiary Guarantor's obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Article Eight until such time as the Trustee
or Paying Agent is permitted to apply all such U.S. Legal Tender or U.S.
Government Obligations in accordance with Article Eight; provided that if the
Company or any Subsidiary Guarantor, as the case may be, has made any payment
of interest on or principal of any Notes because of the reinstatement of its
obligations, the Company or any Subsidiary Guarantor, as the case may be, shall
be subrogated to the rights of the Holders of such Notes to receive such
payment from the U.S. Legal Tender or U.S. Government Obligations held by the
Trustee or Paying Agent.

                                  ARTICLE NINE

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

       SECTION 9.01. Without Consent of Holders.

       The Company, when authorized by a Board Resolution, and the Trustee,
together, may amend or supplement this Indenture, the Notes or any Guarantee
without notice to or consent of any Holder:

       (1)    to cure any ambiguity, defect or inconsistency; provided that
such amendment or supplement does not, in the opinion of the Trustee, adversely
affect the rights of any Holder;

       (2)    to comply with Article Five;

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

       (4)    to comply with any requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA; or

       (5)    to make any change that would provide any additional benefit or
rights to the Holders or that does not adversely affect the rights of any
Holder;

provided that the Company has delivered to the Trustee an Opinion of Counsel
and an Officers' Certificate stating that such amendment or supplement complies
with the provisions of this Section 9.01.





                                       72
       SECTION 9.02. With Consent of Holders.

       Subject to Section 6.07, the Company, when authorized by a Board
Resolution, and the Trustee, together, with the written consent of the Holder
or Holders of at least a majority in aggregate principal amount of the
outstanding Notes, may amend or supplement this Indenture, the Notes or any
Guarantee without notice to any other Holders. Subject to Section 6.07, the
Holder or Holders of a majority in aggregate principal amount of the
outstanding Notes may waive compliance by the Company with any provision of
this Indenture or the Notes without notice to any other Holder. No amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, shall,
without the consent of each Holder of each Note affected thereby:

       (1)    change the principal amount of Notes whose Holders must consent
to an amendment, supplement or waiver of any provision of this Indenture, the
Notes or any Guarantee;

       (2)    reduce the rate of or change or have the effect of changing the
time for payment of interest, including defaulted interest, on any Notes;

       (3)    reduce the principal amount of any Note;

       (4)    change the Maturity Date of any Note, or alter the redemption
provisions contained in Article Three or in Paragraph 6 of the Notes in a
manner adverse to any Holder;

       (5)    make any changes in provisions concerning waivers of Defaults or
Events of Default by Holders of the Notes or the rights of Holders to recover
the principal of, interest on, premium, if any, or redemption payment with
respect to, any Note;

       (6)    make the principal of, or the interest on any Note payable with
anything or in any manner other than as provided for in this Indenture and the
Notes as in effect on the date hereof; or

       (7)    make any change to the subordination provisions of this Indenture
and the Note in a manner that adversely affects the Holders.

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

       After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders 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 supplemental indenture.





                                       73
       SECTION 9.03. Effect on Senior Indebtedness.

       No amendment, supplement or waiver of this Indenture shall adversely
affect the rights of any holder of Senior Indebtedness or Guarantor Senior
Indebtedness, if any (including their rights under Article Ten or Article
Eleven of this Indenture), without the consent of such holder.

       SECTION 9.04. Compliance with TIA.

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

       SECTION 9.05. Revocation and Effect of Consents.

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

       The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date.

       After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (1)
through (7) of Section 9.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt
as the consenting Holder's Note; provided that any such waiver shall not impair
or affect the right of any Holder to receive payment of principal of and
interest on a Note, on or after the respective due dates expressed in such
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.





                                       74
       SECTION 9.06. Notation on or Exchange of Notes.

       If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may, at the written direction of the Company, require the Holder of the
Note to deliver it to the Trustee. The Trustee at the written direction of the
Company may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Any such
notation or exchange shall be made at the sole cost and expense of the Company.
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 9.07. Trustee To Sign Amendments, Etc.

       The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article Nine; provided that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects
the Trustee's own rights, duties or immunities under this Indenture. The
Trustee shall be entitled to receive, if requested, an indemnity reasonably
satisfactory to it and to receive, and shall be fully protected in relying
upon, an Opinion of Counsel and an Officers' Certificate each stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article Nine is authorized or permitted by this Indenture. Such Opinion of
Counsel shall not be an expense of the Trustee.





                                       75
                                  ARTICLE TEN

                                 SUBORDINATION

       SECTION 10.01. Notes Subordinated to Senior Indebtedness.

       The Company covenants and agrees and the Trustee and each Holder of the
Notes, by its acceptance thereof, likewise covenants and agrees, that all Notes
shall be issued subject to the provisions of this Article Ten; and the Trustee
and each person holding any Note, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that the payment of all
Obligations on the Notes by the Company shall, to the extent and in the manner
herein set forth, be subordinated and junior in right of payment to the prior
payment in full in cash or Cash Equivalents of all Obligations on the Senior
Indebtedness; that the subordination is for the benefit of, and shall be
enforceable directly by, the holders of Senior Indebtedness, and that each
holder of Senior Indebtedness whether now outstanding or hereinafter created,
incurred, assumed or guaranteed shall be deemed to have acquired Senior
Indebtedness in reliance upon the covenants and provisions contained in this
Indenture and the Notes.

       SECTION 10.02. No Payment on Notes in Certain Circumstances.

       (a) If (i) any default in the payment of any principal of or interest
on, or other amounts due and owing on, any Senior Indebtedness, when due and
payable, whether at maturity, upon any redemption, by declaration or otherwise,
occurs and is continuing or (ii) any default with respect to any Senior
Indebtedness resulting in the acceleration of the maturity of all or any
portion of such Senior Indebtedness occurs and is continuing, no payment shall
be made by, or on behalf of, the Company or any of its Subsidiaries or any
other person on its or their behalf with respect to any Obligations on the
Notes, or to acquire any of the Notes for cash or property or otherwise. In
addition, if any other event of default occurs and is continuing (or if such an
event of default would occur upon any payment with respect to the Notes) with
respect to the Designated Senior Indebtedness, as such event of default is
defined in the instrument creating or evidencing such Designated Senior
Indebtedness, permitting the holders of such Designated Senior Indebtedness
then outstanding, or their Representative, to accelerate the maturity thereof
and if the Representative for the Designated Senior Indebtedness gives written
notice of the event of default to the Trustee (a "Default Notice"), then,
unless and until the date, if any, on which all Designated Senior Indebtedness
to which such event of default relates is discharged or the Representative for
the Designated Senior Indebtedness gives notice that all events of default have
been cured or waived or have ceased to exist or the Trustee receives written
notice from the Representative for the Designated Senior Indebtedness
terminating the Blockage Period (as defined below), during the 179 days after
the delivery of such Default Notice (the "Blockage Period"), none of the





                                       76
Company or any of its Subsidiaries or any other person on its or their behalf
shall (x) make any payment with respect to any Obligations on the Notes or (y)
acquire any of the Notes for cash or property or otherwise. Notwithstanding
anything herein to the contrary, in no event will a Blockage Period extend
beyond 179 days from the date the payment on the Notes was due. Only one such
Blockage Period may be commenced within any 360 consecutive days. For all
purposes of this Section 10.02(a), no event of default which existed or was
continuing (it being acknowledged that any action of the Company or its
Subsidiaries occurring subsequent to delivery of a Default Notice that would
give rise to any event of default pursuant to any provision under which an
event of default previously existed (or was continuing at the time of delivery
of such Default Notice) shall constitute a new event of default for this
purpose) on the date of the commencement of any Blockage Period with respect to
the Designated Senior Indebtedness shall be, or be made, the basis for the
commencement of a second Blockage Period by the Representative of the
Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such event of default shall have been cured or waived
for a period of not less than 90 consecutive days.

       (b) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee or any Holder when such payment is prohibited by
Section 10.02(a), such payment shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Indebtedness (pro
rata to such holders on the basis of the respective amount of Senior
Indebtedness held by such holders) or their respective Representatives, as
their respective interests may appear. The Trustee shall be entitled to rely on
information regarding amounts then due and owing on the Senior Indebtedness, if
any, received from the holders of Senior Indebtedness (or their
Representatives) or, if such information is not received from such holders or
their Representatives, from the Company and only amounts included in the
information provided to the Trustee shall be paid to the holders of Senior
Indebtedness.

       Nothing contained in this Article Ten shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity
of the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Senior Indebtedness thereafter due or declared to
be due shall first be paid in full in cash or Cash Equivalents before the
Holders are entitled to receive any payment of any kind or character with
respect to the Obligations on the Notes.





                                       77
       SECTION 10.03. Payment Over of Proceeds Upon Dissolution, Etc.

       (a)    Upon any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon
any liquidation, dissolution, winding-up, reorganization, assignment for the
benefit of creditors or marshalling of assets of the Company, or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property, whether voluntary or involuntary, all
Obligations with respect to all Senior Indebtedness shall first be paid in
full, in cash or Cash Equivalents, before any payment or distribution of any
kind or character is made on account of any Obligations on the Notes, or for
the acquisition of any of the Notes for cash or property or otherwise; and
until all such Obligations with respect to all Senior Indebtedness are paid in
full in cash or Cash Equivalents, any distribution to which the Holders of the
Notes would be entitled but for the subordination provisions will be made to
the holders of Senior Indebtedness as their interests may appear. Upon any such
dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency,
receivership or similar proceeding or assignment for the benefit of creditors
or marshalling of assets, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders of the Notes or the Trustee under this Indenture would be entitled,
except for the provisions hereof, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, or by the Holders of the Notes or by the
Trustee under this Indenture if received by them, directly to the holders of
Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full in
cash or Cash Equivalents after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of Senior
Indebtedness.

       (b)    To the extent any payment of Senior Indebtedness (whether by or
on behalf of the Company, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar person, the Senior Indebtedness or
part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred.

       (c)    In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in





                                       78
cash, property or securities, shall be received by any Holder when such payment
or distribution is prohibited by Section 10.03(a), such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Indebtedness (pro rata to such holders on the basis
of the respective amount of Senior Indebtedness held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as
their respective interests may appear, for application to the payment of Senior
Indebtedness remaining unpaid until all such Senior Indebtedness has been paid
in full in cash or Cash Equivalents, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such
Senior Indebtedness.

       SECTION 10.04. Payments May Be Paid Prior to Dissolution.

       Nothing contained in this Article Ten or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in
Sections 10.02 and 10.03, from making payments at any time for the purpose of
making payments of principal of and interest on the Notes, or from depositing
with the Trustee any moneys for such payments, or (ii) in the absence of actual
knowledge of the Trustee that a given payment would be prohibited by Section
10.02 or 10.03, the application by the Trustee of any moneys deposited with it
for the purpose of making such payments of principal of and interest on the
Notes to the Holders entitled thereto unless at least one Business Day prior to
the date upon which such payment would otherwise become due and payable, the
Trustee shall have received the written notice provided for in Section 10.02(a)
or in Section 10.07 (provided that, notwithstanding the foregoing, such
application shall otherwise be subject to the provisions of the first sentence
of Section 10.02(a) and Section 10.03). The Company shall give prompt written
notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of the Company.

       SECTION 10.05. Subrogation.

       Subject to the payment in full in cash or Cash Equivalents of all Senior
Indebtedness, the Holders of the Notes shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Indebtedness
until the Notes shall be paid in full; and, for the purposes of such
subrogation, no such payments or distributions to the holders of the Senior
Indebtedness by or on behalf of the Company or by or on behalf of the Holders
by virtue of this Article Ten which otherwise would have been made to the
Holders shall, as between the Company and the Holders of the Notes, be deemed
to be a payment by the Company to or on account of the Senior Indebtedness, it
being understood that the provisions of this Article Ten are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Notes, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.





                                       79
       If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article Ten shall have been
applied, pursuant to the provisions of this Article Ten, to the payment of
amounts payable under the Senior Indebtedness, then the Holders shall be
entitled to receive from the holders of such Senior Indebtedness any payments
or distributions received by such holders of Senior Indebtedness in excess of
the amount sufficient to pay all amounts payable under or in respect of the
Senior Indebtedness in full in cash or Cash Equivalents.

       SECTION 10.06. Obligations of the Company Unconditional.

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

       SECTION 10.07. Notice to Trustee.

       The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by
the Trustee in respect of the Notes pursuant to the provisions of this Article
Ten. Regardless of anything to the contrary contained in this Article Ten or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge of
the existence of any default or event of default with respect to any Senior
Indebtedness or of any other facts which would prohibit the making of any
payment to or by the Trustee unless and until the Trustee shall have received
notice in writing from the Company, or from a holder of Senior Indebtedness or
a Representative therefor, and, prior to the receipt of any such written
notice, the Trustee shall be entitled to assume (in the absence of actual
knowledge to the contrary) that no such facts exist.

       In the event that the Trustee determines in good faith that any evidence
is required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Ten, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amounts of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such person under this Article Ten and, if such evidence is not furnished, the
Trustee may defer any





                                       80
payment to such person pending judicial determination as to the right of such
person to receive such payment.

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

       Upon any payment or distribution of assets of the Company referred to in
this Article Ten, the Trustee, subject to the provisions of Article Seven
hereof, and the Holders of the Notes shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or upon certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, delivered
to the Trustee or the holders of the Notes, for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Ten.

           SECTION 10.09. Trustee's Relation to Senior Indebtedness.

       The Trustee and any agent of the Company or the Trustee shall be
entitled to all the rights set forth in this Article Ten with respect to any
Senior Indebtedness which may at any time be held by it in its individual or
any other capacity to the same extent as any other holder of Senior
Indebtedness and nothing in this Indenture shall deprive the Trustee or any
such agent of any of its rights as such holder.

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

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





                                       81
       SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions of
                      the Company or Holders of Senior Indebtedness.

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

       Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders of the Notes and without impairing
or releasing the subordination provided in this Article Ten or the obligations
hereunder of the Holders of the Notes to the holders of the Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness, or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iii) release any Person liable in any manner for the
payment or collection of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

           SECTION 10.11. Noteholders Authorize Trustee To Effectuate
                            Subordination of Notes.

       Each Holder of Notes by its acceptance of them authorizes and expressly
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of Senior Indebtedness and
the Holders of Notes, the subordination provided in this Article Ten, and
appoints the Trustee its attorney-in-fact for such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the business as assets of the
Company, the filing of a claim for the unpaid balance of its or his Notes and
accrued interest in the form required in those proceedings.

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





                                       82
Indebtedness or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

       SECTION 10.12. This Article Ten Not To Prevent Events of Default.

       The failure to make a payment on account of principal of or interest on
the Notes by reason of any provision of this Article Ten will not be construed
as preventing the occurrence of an Event of Default.

       SECTION 10.13. Trustee's Compensation Not Prejudiced.

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

                                 ARTICLE ELEVEN

                                   GUARANTEES

       SECTION 11.01. Unconditional Guarantee.

       Each Subsidiary Guarantor hereby unconditionally, jointly and severally,
guarantees (such guarantee to be referred to herein as the "Guarantee") to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, the Notes or the obligations of the Company
hereunder or thereunder, that: (i) the principal of and interest on the Notes
will be promptly paid in full when due, subject to any applicable grace period,
whether at maturity, by acceleration or otherwise and interest on the overdue
principal, if any, and interest on any interest, to the extent lawful, of the
Notes and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (ii) in case of any extension
of time of payment or renewal of any Notes or of any such other obligations,
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject, however, in
the case of clauses (i) and (ii) above, to the limitations set forth in Section
11.05. Each Subsidiary Guarantor hereby agrees that its Obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Subsidiary Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged except by complete





                                       83
performance of the obligations contained in the Notes, this Indenture and in
this Guarantee. If any Noteholder or the Trustee is required by any court or
otherwise to return to the Company, any Subsidiary Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary
Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect as to such
amount only. Each Subsidiary Guarantor further agrees that, as between each
Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article Six for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article Six, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Guarantee.

       SECTION 11.02. Subordination of Guarantee.

       Each Subsidiary Guarantor agrees, and each Holder by accepting a
Guarantee agrees, that all Obligations owed under and in respect of such
Guarantees are subordinated in right of payment, to the extent and in the
manner provided in this Article Eleven, to the prior indefeasible payment in
full in cash or Cash Equivalents, of all Guarantor Senior Indebtedness of such
Subsidiary Guarantor, and that the subordination of the Guarantees pursuant to
this Article Eleven is for the benefit of all holders of all Guarantor Senior
Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue
Date or issued thereafter.

       SECTION 11.03. Severability.

       In case any provision of this Guarantee 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 11.04. Release of a Subsidiary Guarantor.

       Upon (i) the release by the lenders under the New Bank Credit Facility,
related documents and future refinancings thereof of all guarantees of a
Subsidiary Guarantor and all Liens on the property and assets of such
Subsidiary Guarantor relating to such Indebtedness, or (ii) the sale or
disposition of a Subsidiary Guarantor (or all or substantially all of its
assets) to an entity which is not a Subsidiary of the Company, which is
otherwise in compliance with this Indenture, such Subsidiary Guarantor shall be
deemed released from all its obligations under this Article Eleven and its
Guarantee; provided, however, that any such termination shall occur only to the
extent that all Obligations of such Subsidiary Guarantor under the New Bank
Credit Facility and all of its guarantees of, and under all of its pledges of
assets or other security interests which secure, Indebtedness of the Company
shall also terminate upon such





                                       84
release, sale or transfer. The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a written request by the Company
accompanied by an Officers' Certificate certifying as to the compliance with
this Section 11.04 and the other provisions of this Indenture. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal of
and interest on the Notes as provided in this Article Eleven.

       SECTION 11.05. Limitation of Subsidiary Guarantor's Liability.

       Each Subsidiary Guarantor and by its acceptance hereof each Holder
hereby confirms that it is the intention of all such parties that the guarantee
by such Subsidiary Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar Federal or state law. To effectuate the foregoing intention, the
Holders and such Subsidiary Guarantor hereby irrevocably agree that the
Obligations of such Subsidiary Guarantor under its Guarantee shall be limited
to the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor
under its Guarantee or pursuant to Section 11.07, result in the Obligations of
such Subsidiary Guarantor under its Guarantee not constituting such fraudulent
transfer or conveyance.

       SECTION 11.06. Subsidiary Guarantors May Consolidate, Etc., on Certain
                      Terms.

       (a)    Nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into the
Company or another Subsidiary Guarantor or shall prevent any sale or conveyance
of the assets of a Subsidiary Guarantor to the Company or another Subsidiary
Guarantor. Upon any such consolidation, merger, sale or conveyance, the
Guarantee given by such Subsidiary Guarantor shall no longer have any force or
effect.

       (b)    Except as set forth in Article Four hereof, nothing contained in
this Indenture or in any of the Notes shall prevent any consolidation or merger
of a Subsidiary Guarantor with or into a corporation or corporations other than
the Company or another Subsidiary Guarantor (whether or not affiliated with the
Subsidiary Guarantor), or successive consolidations or mergers in which a
Subsidiary Guarantor or its successor or successors shall be a party or
parties, or shall prevent any sale or conveyance of all or substantially all of
the assets of a Subsidiary Guarantor to a corporation other than the Company or
another Subsidiary Guarantor (whether or not affiliated with the Subsidiary
Guarantor); provided, however, that, subject to Sections 11.04 and 11.06(a),
either (x) the transaction is an Asset Sale consummated in accordance with
Section 4.16, or (y) (i) immediately after such transaction, and giving effect
thereto, no Default or Event of Default shall have occurred





                                       85
as a result of such transaction and be continuing, and (ii) each Subsidiary
Guarantor hereby covenants and agrees that, upon any such consolidation,
merger, sale or conveyance, the Guarantee of such Subsidiary Guarantor set
forth in this Article Eleven, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by such Subsidiary Guarantor, shall be expressly assumed (in the
event that the Subsidiary Guarantor is not the surviving corporation in such
transaction), by supplemental indenture satisfactory in form to the Trustee,
executed and delivered to the Trustee, together with an Officers' Certificate
of the Company and an Opinion of Counsel stating that the transaction and such
supplemental indenture comply with this Indenture, by the corporation formed by
such consolidation, or into which the Subsidiary Guarantor shall have merged,
or by the corporation that shall have acquired such property. In the case of
any such consolidation, merger, sale or conveyance that is not an Asset Sale
consummated in accordance with Section 4.16, upon the assumption by the
successor corporation, by supplemental indenture executed and delivered to the
Trustee and satisfactory in form to the Trustee of the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Subsidiary Guarantor, such successor corporation shall succeed
to and be substituted for the Subsidiary Guarantor with the same effect as if
it had been named herein as a Subsidiary Guarantor.

       SECTION 11.07. Contribution.

       In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under this Guarantee, such Funding Guarantor shall be
entitled to a contribution from all other Subsidiary Guarantors in a pro rata
amount based on the Adjusted Net Assets of each Subsidiary Guarantor (including
the Funding Guarantor) for all payments, damages and expenses incurred by that
Funding Guarantor in discharging the Company's obligations with respect to the
Notes or any other Subsidiary Guarantor's Obligations with respect to this
Guarantee.

       SECTION 11.08. Waiver of Subrogation.

       Each Subsidiary Guarantor hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Company that arise
from the existence, payment, performance or enforcement of such Subsidiary
Guarantor's Obligations under this Guarantee and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Subsidiary Guarantor in violation of the preceding
sentence and the Notes shall not have been paid in full, such amount shall have
been





                                       86
deemed to have been paid to such Subsidiary Guarantor for the benefit of, and
held in trust for the benefit of, the Holders of the Notes, and shall forthwith
be paid to the Trustee for the benefit of such Holders to be credited and
applied upon the Notes, whether matured or unmatured, in accordance with the
terms of this Indenture. Each Subsidiary Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
11.08 is knowingly made in contemplation of such benefits.

       SECTION 11.09. Execution of Guarantee.

       To evidence their guarantee to the Noteholders specified in Section
11.01, the Subsidiary Guarantors hereby agree to execute the Guarantee in
substantially the form of Exhibit A recited to be endorsed on each Note ordered
to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor
hereby agrees that its Guarantee set forth in Section 11.01 shall remain in
full force and effect notwithstanding any failure to endorse on each Note a
notation of such Guarantee. Each such Guarantee shall be signed on behalf of
each Subsidiary Guarantor by two Officers, or an Officer and an Assistant
Secretary or one Officer shall sign and one Officer or an Assistant Secretary
(each of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to such Guarantee prior to the authentication
of the Note on which it is endorsed, and the delivery of such Note by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Subsidiary Guarantor. Such
signatures upon the Guarantee may be by manual or facsimile signature of such
officers and may be imprinted or otherwise reproduced on the Guarantee, and in
case any such officer who shall have signed the Guarantee shall cease to be
such officer before the Note on which such Guarantee is endorsed shall have
been authenticated and delivered by the Trustee or disposed of by the Company,
such Note nevertheless may be authenticated and delivered or disposed of as
though the person who signed the Guarantee had not ceased to be such officer of
the Subsidiary Guarantor.

       SECTION 11.10. No Payment on Guarantees in Certain Circumstances.

       (a)    If (i) any default in the payment of any principal of or interest
on, or other amounts due and owing on, any Guarantor Senior Indebtedness or any
Senior Indebtedness guaranteed by a Subsidiary Guarantor (which Guarantee
constitutes Guarantor Senior Indebtedness of such Subsidiary Guarantor), when
due and payable, whether at maturity, upon any redemption, by declaration or
otherwise, occurs and is continuing or (ii) any default with respect to any
such Guarantor Senior Indebtedness or Senior Indebtedness resulting in the
acceleration of the maturity of all or any portion of such Guarantor Senior
Indebtedness or Senior Indebtedness occurs and is continuing, no payment shall
be made by, or on behalf of, the Subsidiary Guarantor or any other Person on
its behalf with respect to any Obligations on the Notes or any of the
Obligations of such Subsidiary Guarantor on its Guarantee, or to acquire any of
the Notes for cash or property or otherwise.





                                       87
In addition, if any other event of default occurs and is continuing (or if such
an event of default would occur upon any payment with respect to the Notes)
with respect to the Designated Senior Indebtedness guaranteed by a Subsidiary
Guarantor (which guarantee constitutes Guarantor Senior Indebtedness of such
Subsidiary Guarantor), as such event of default is defined in the instrument
creating or evidencing such Designated Senior Indebtedness, permitting the
holders of such Designated Senior Indebtedness then outstanding, or their
Representative, to accelerate the maturity thereof and if the Representative
for the Designated Senior Indebtedness gives written notice of the event of
default to the Trustee (a "Guarantor Default Notice"), then, unless and until
the date, if any, on which all Designated Senior Indebtedness to which such
event of default relates is discharged or the Representative for the Designated
Senior Indebtedness gives notice that all events of default have been cured or
waived or have ceased to exist or the Trustee receives written notice from the
Representative for the Designated Senior Indebtedness terminating the Guarantor
Blockage Period (as defined below), during the 179 days after the delivery of
such Guarantor Default Notice (the "Guarantor Blockage Period"), no Subsidiary
Guarantor or any other Person on its behalf shall (x) make any payment with
respect to any Obligations on the Notes or under its Guarantee or (y) acquire
any of the Notes for cash or property or otherwise. Notwithstanding anything
herein to the contrary, in no event will a Guarantor Blockage Period extend
beyond 179 days from the date the payment on the Notes was due. Only one such
Guarantor Blockage Period may be commenced within any 360 consecutive days. For
all purposes of this Section 11.10(a), no event of default which existed or was
continuing (it being acknowledged that any action of the Company occurring
subsequent to delivery of a Default Notice that would give rise to any event of
default pursuant to any provision under which an event of default previously
existed (or was continuing at the time of delivery of such Default Notice)
shall constitute a new event of default for this purpose) on the date of the
commencement of any Guarantor Blockage Period with respect to the Designated
Senior Indebtedness shall be, or be made, the basis for the commencement of a
second Guarantor Blockage Period by the Representative of the Designated Senior
Indebtedness, whether or not within a period of 360 consecutive days, unless
such event of default shall have been cured or waived for a period of not less
than 90 consecutive days.

       (b)    In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by Section 11.10(a), such payment shall be held in trust for the benefit of,
shall be paid over or delivered to, the holders of Guarantor Senior
Indebtedness (pro rata to such holders on the basis of the respective amount of
Guarantor Senior Indebtedness held by such holders) or their respective
Representatives, as their respective interests may appear. The Trustee shall be
entitled to rely on information regarding amounts then due and owing on the
Guarantor Senior Indebtedness, if any, received from the holders of Guarantor
Senior Indebtedness (or their Representatives) or, if such information is not
received from such holders or their Representatives, from such Subsidiary





                                       88
Guarantor and only amounts included in the information provided to the Trustee
shall be paid to the holders of Guarantor Senior Indebtedness.

       Nothing contained in this Article Eleven shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity
of the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Guarantor Senior Indebtedness thereafter due or
declared to be due shall first be paid in full in cash or Cash Equivalents
before the Holders are entitled to receive any payment of any kind or character
with respect to the Obligations on the Notes or on account of any Subsidiary
Guarantor's Guarantee.

       SECTION 11.11. Payment Over of Proceeds Upon Dissolution, Etc.

       (a)    Upon any payment or distribution of assets of any Subsidiary
Guarantor of any kind or character, whether in cash, property or securities, to
creditors upon any liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshalling of assets of such
Subsidiary Guarantor, or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to any Subsidiary Guarantor or its
property, whether voluntary or involuntary, all Obligations with respect to all
Guarantor Senior Indebtedness shall first be paid in full, in cash or Cash
Equivalents, before any payment or distribution of any kind or character is
made on account of any Obligations on the Notes or any of the Obligations of
such Subsidiary Guarantor on its Guarantee, or for the acquisition of any of
the Notes for cash or property or otherwise; and until all such Obligations
with respect to all Guarantor Senior Indebtedness are paid in full in cash or
Cash Equivalents, any distribution to which the Holders of the Notes would be
entitled but for the subordination provisions will be made to the holders of
Guarantor Senior Indebtedness as their interests may appear. Upon any such
dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency,
receivership or similar proceeding or assignment for the benefit of creditors
or marshalling of assets, any payment or distribution of assets of any
Subsidiary Guarantor of any kind or character, whether in cash, property or
securities, to which the Holders of the Notes or the Trustee under this
Indenture would be entitled, except for the provisions hereof, shall be paid by
such Subsidiary Guarantor or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the Holders of the Notes or by the Trustee under this Indenture if
received by them, directly to the holders of Guarantor Senior Indebtedness (pro
rata to such holders on the basis of the respective amounts of Guarantor Senior
Indebtedness held by such holders) or their respective Representatives, or to
the trustee or trustees under any indenture pursuant to which any of such
Guarantor Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of Guarantor Senior
Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness has
been paid in full in cash or Cash Equivalents after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
Guarantor Senior Indebtedness.





                                       89
       (b)    To the extent any payment of Guarantor Senior Indebtedness
(whether by or on behalf of such Subsidiary Guarantor, as proceeds of security
or enforcement of any right of setoff or otherwise) is declared to be
fraudulent or preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar person under
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then, if such payment is recovered by, or paid over to, such receiver, trustee
in bankruptcy, liquidating trustee, agent or other similar person, the
Guarantor Senior Indebtedness or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

       (c)    In the event that, notwithstanding the foregoing, any payment or
distribution of assets of a Subsidiary Guarantor of any kind or character,
whether in cash, property or securities, shall be received by any Holder when
such payment or distribution is prohibited by Section 11.11(a), such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Guarantor Senior Indebtedness (pro rata to such
holders on the basis of the respective amount of Guarantor Senior Indebtedness
held by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Guarantor Senior
Indebtedness may have been issued, as their respective interests may appear,
for application to the payment of Guarantor Senior Indebtedness remaining
unpaid until all such Guarantor Senior Indebtedness has been paid in full in
cash or Cash Equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Guarantor
Senior Indebtedness.

           SECTION 11.12. Payments May Be Paid Prior to Dissolution.

       Nothing contained in this Article Eleven or elsewhere in this Indenture
shall prevent (i) any Subsidiary Guarantor, except under the conditions
described in Sections 11.10 and 11.11, from making payments at any time for the
purpose of making payments of principal of and interest on the Notes, or from
depositing with the Trustee any moneys for such payments, or (ii) in the
absence of actual knowledge by the Trustee that a given payment would be
prohibited by Section 11.10 or 11.11, the application by the Trustee of any
moneys deposited with it for the purpose of making such payments of principal
of and interest on the Notes to the Holders entitled thereto unless at least
one Business Day prior to the date upon which such payment would otherwise
become due and payable, the Trustee shall have received the written notice
provided for in Section 11.10(a) or in Section 11.15 (provided that,
notwithstanding the foregoing, such application shall otherwise be subject to
the provisions of the first sentence of Section 11.10(a) and Section 11.11).
Each Subsidiary Guarantor shall give prompt written notice to the Trustee of
any dissolution, winding-up, liquidation or reorganization of any Subsidiary
Guarantor.





                                       90
       SECTION 11.13. Subrogation.

       Subject to the payment in full in cash or Cash Equivalents of all
Guarantor Senior Indebtedness, the Holders of the Notes shall be subrogated to
the rights of the holders of Guarantor Senior Indebtedness to receive payments
or distributions of cash, property or securities of such Subsidiary Guarantor
applicable to the Guarantor Senior Indebtedness of such Subsidiary Guarantor
until the Notes shall be paid in full; and, for the purposes of such
subrogation, no such payments or distributions to the holders of the Guarantor
Senior Indebtedness by or on behalf of such Subsidiary Guarantor or by or on
behalf of the Holders by virtue of this Article Eleven which otherwise would
have been made to the Holders shall, as between the Subsidiary Guarantors and
the Holders of the Notes, be deemed to be a payment by such Subsidiary
Guarantor to or on account of the Guarantor Senior Indebtedness, it being
understood that the provisions of this Article Eleven are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Notes, on the one hand, and the holders of the Guarantor Senior Indebtedness,
on the other hand.

       If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article Eleven shall have been
applied, pursuant to the provisions of this Article Eleven, to the payment of
amounts payable under the Guarantor Senior Indebtedness, then the Holders shall
be entitled to receive from the holders of such Guarantor Senior Indebtedness
any payments or distributions received by such holders of Guarantor Senior
Indebtedness in excess of the amount sufficient to pay all amounts payable
under or in respect of the Guarantor Senior Indebtedness in full in cash or
Cash Equivalents.

          SECTION 11.14. Obligations of Each Guarantor Unconditional.

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

       SECTION 11.15. Notice to Trustee.

       The Company or any Subsidiary Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or any such Subsidiary
Guarantor which would prohibit the making of any payment to or by the Trustee





                                       91
in respect of the Guarantees pursuant to the provisions of this Article Eleven.
Regardless of anything to the contrary contained in this Article Eleven or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge of
the existence of any default or event of default with respect to any Guarantor
Senior Indebtedness or of any other facts which would prohibit the making of
any payment to or by the Trustee unless and until the Trustee shall have
received notice in writing from the Company or a Subsidiary Guarantor, or from
a holder of Guarantor Senior Indebtedness or a Representative therefor, and,
prior to the receipt of any such written notice, the Trustee shall be entitled
to assume (in the absence of actual knowledge to the contrary) that no such
facts exist.

       In the event that the Trustee determines in good faith that any evidence
is required with respect to the right of any person as a holder of Guarantor
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Eleven, the Trustee may request such person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amounts of Guarantor
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article Eleven, and if such
evidence is not furnished the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

       SECTION 11.16. Reliance on Judicial Order or Certificate of Liquidating
                      Agent.

       Upon any payment or distribution of assets of any Subsidiary Guarantor
referred to in this Article Eleven, the Trustee, subject to the provisions of
Article Seven hereof, and the Holders of the Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are pending, or upon certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
delivered to the Trustee or the holders of the Notes, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Guarantor Senior Indebtedness and other Indebtedness of such
Subsidiary Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Eleven.


       SECTION 11.17. Trustee's Relation to Guarantor Senior Indebtedness.

       The Trustee and any agent of any Subsidiary Guarantor or the Trustee
shall be entitled to all the rights set forth in this Article Eleven with
respect to any Guarantor Senior Indebtedness which may at any time be held by
it in its individual or any other capacity to the same extent as any other
holder of Guarantor Senior Indebtedness and nothing in this Indenture shall
deprive the Trustee or any such agent of any of its rights as such holder.





                                       92
       With respect to the holders of Guarantor Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Eleven, and no
implied covenants or obligations with respect to the holders of Guarantor
Senior Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of
Guarantor Senior Indebtedness and shall not be liable to any such holders if
the Trustee shall pay over or distribute to or on behalf of Holders or any such
Subsidiary Guarantor or any other person money or assets to which any holders
of Guarantor Senior Indebtedness shall be entitled by virtue of this Article,
except if such payment is made as a result of willful misconduct or gross
negligence of the Trustee.

       Whenever a distribution is to be made or a notice given to holders or
owners of Guarantor Senior Indebtedness, the distribution may be made and the
notice given to their Representatives, if any.

       SECTION 11.18. Subordination Rights Not Impaired by Acts or Omissions of
                      a Subsidiary Guarantor or Holders of Guarantor Senior
                      Indebtedness.

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

       Without in any way limiting the generality of the foregoing paragraph,
the holders of Guarantor Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders of the Notes and without impairing
or releasing the subordination provided in this Article Eleven or the
obligations hereunder of the Holders of the Notes to the holders of the
Guarantor Senior Indebtedness, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or
renew or alter, Guarantor Senior Indebtedness, or otherwise amend or supplement
in any manner Guarantor Senior Indebtedness, or any instrument evidencing the
same or any agreement under which Guarantor Senior Indebtedness is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Guarantor Senior Indebtedness; (iii) release
any person liable in any manner for the payment or collection of Guarantor
Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against such Subsidiary Guarantor and any other person.





                                       93
       SECTION 11.19. Noteholders Authorize Trustee To Effectuate Subordination
                      of Guarantees.

       Each Holder of Notes by its acceptance of them authorizes and expressly
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of Guarantor Senior
Indebtedness and the Holders of Notes, the subordination provided in this
Article Eleven, and appoints the Trustee its attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation
or reorganization of any Subsidiary Guarantor (whether in bankruptcy,
insolvency, receivership, reorganization or similar proceedings or upon an
assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business as assets of such Subsidiary Guarantor, the filing
of a claim for the unpaid balance of its or his Notes and accrued interest in
the form required in those proceedings.

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

       SECTION 11.20. This Article Eleven Not To Prevent Events of Default.

       The failure to make a payment on account of principal of or interest on
the Notes by reason of any provision of this Article Eleven will not be
construed as preventing the occurrence of an Event of Default.

       SECTION 11.21. Trustee's Compensation Not Prejudiced.

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





                                       94
                                 ARTICLE TWELVE

                                 MISCELLANEOUS

       SECTION 12.01. TIA Controls.

       If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.

       SECTION 12.02. Notices.

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

       if to the Company or the Subsidiary Guarantors, if any:

              Tracor, Inc.
              6500 Tracor Lane
              Austin, Texas 78725
              Attention: Corporate Secretary
              Telecopy: (512) 929-2257

       if to the Trustee:

              U.S. Trust Company of Texas, N.A.
              2001 Ross Avenue, Suite 2700
              Dallas, Texas 75201-2936
              Attention: Corporate Trust Department

       with a copy to:

              U.S. Trust Company of Texas, N.A.111 Broadway
              Lower Level
              New York, New York 10006-1906
              Attention: Corporate Trust Department

       Each of the Company, the Subsidiary Guarantors, if any, and the Trustee
by written notice to each other such Person may designate additional or
different addresses for notices to such Person. Any notice or communication to
the Company, the Guarantors, if any, or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered or
delivered by private courier service guaranteeing next day delivery; when
answered back, if telexed; when receipt is acknowledged, if faxed; and five (5)
calendar days after mailing if sent by registered or





                                       95
certified mail, postage prepaid (except that a notice of change of address
shall not be deemed to have been given until actually received by the
addressee).

       Any notice or communication mailed to a Holder shall be mailed to such
Holder by first class mail or other equivalent means at such Holder's address
as it appears on the registration books of the Registrar and shall be
sufficiently given to such Holder if so mailed within the time prescribed.

       Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.

          SECTION 12.03. Communications by Holders with Other Holders.

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

       SECTION 12.04. 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 upon
request:

       (1)    an Officers' Certificate, in form and substance reasonably
satisfactory to the Trustee, stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with;

       (2)    an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with; and

       (3)    where applicable, a certificate or opinion by an independent
certified public accountant reasonably satisfactory to the Trustee that
complies with TIA Section 314(c).

       SECTION 12.05. Statements Required in Certificate or Opinion.

       Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers'
Certificate required by Section 4.06, shall include:





                                       96
       (1)    a statement that the Person making such certificate or opinion
has read such covenant or condition;

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

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

       (4)    a statement as to whether or not, in the opinion of each such
Person, such condition or covenant has been complied with.

       SECTION 12.06. Rules by Trustee, Paying Agent, Registrar.

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

       SECTION 12.07. Legal Holidays.

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

       SECTION 12.08. Governing Law.

       THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE.

       SECTION 12.09. No Adverse Interpretation of Other Agreements.

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





                                       97
       SECTION 12.10. No Recourse Against Others.

       A director, officer, employee, stockholder or incorporator, as such, of
the Company, the Subsidiary Guarantors, if any, or of the Trustee shall not
have any liability for any obligations of the Company under the Notes or this
Indenture. Each Holder by accepting a Note waives and releases all such
liability. Such waiver and release are part of the consideration for the
issuance of the Notes.

       SECTION 12.11. Successors.

       All agreements of the Company and the Subsidiary Guarantors, if any, in
this Indenture, the Notes and the Guarantees, if any, shall bind their
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

       SECTION 12.12. Duplicate Originals.

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

       SECTION 12.13. Severability.

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





                                       98
                                   SIGNATURES

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


                                      TRACOR, INC.


                                      By: /s/ Russell E. Painton
                                         ---------------------------------------
                                         Name:  Russell E. Painton
                                         Title: Vice President


TRACOR INFORMATION SYSTEMS COMPANY
CORDANT, INC.
CORDANT FEDERAL SERVICES CORPORATION
GDE HOLDINGS, INC.
GDE SYSTEMS, INC.
GDE SYSTEMS IMAGING, INC.
HEALTHCOM, INC.
HELAVA ASSOCIATES, INC.
TRACOR AEROSPACE ELECTRONIC SYSTEMS, INC.
TRACOR AEROSPACE, INC.
TRACOR APPLIED SCIENCES, INC.
TRACOR FLIGHT SYSTEMS, INC.
TRACOR HOLDINGS, INC.
TRACOR MARINE, INC.
VITRO CORPORATION
QUALITY SYSTEMS, INC.
VITRO SYSTEMS INTERNATIONAL CORPORATION
VITRO SCIENCES INTERNATIONAL, INC.
VITRO SERVICES CORPORATION
VITRO TECHNICAL SERVICES, INC.

                                      WESTMARK SERVICES COMPANY, INC.


                                      By: /s/ Russell E. Painton
                                         ---------------------------------------
                                         Name:  Russell E. Painton
                                         Title: Vice President

                                         AERIAL DATA REDUCTION
                                         ASSOCIATES, INC.

                                      GDESI, INC.

                                      By: /s/ Russell E. Painton
                                         ---------------------------------------
                                         Name:  Russell E. Painton
                                         Title: Vice President





                                       99

                                         U.S. TRUST COMPANY OF TEXAS, N.A.,
                                         as Trustee

                                      By: /s/ James J. McGinley
                                         ---------------------------------------
                                         Name:  James J. McGinley
                                         Title: Authorized Signatory





                                      100
                                  EXHIBIT A(1)

                              

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE ACT)
OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A)(1), (2), (3)
OR (7) UNDER THE ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT
WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY RESELL
OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE),
OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS SECURITY WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION
S UNDER THE ACT.





                                    A.1-1
                                                           CUSIP No.:
                                  TRACOR, INC.

                    8 1/2% SENIOR SUBORDINATED NOTE DUE 2007

No.                                                                  $

       TRACOR, INC., a Delaware corporation (the "Company," which term includes
any successor entity), for value received promises to pay to
                      or registered assigns, the principal sum of Dollars, on
March 1, 2007.

       Interest Payment Dates:  March 1 and September 1

       Record Dates:  February 15 and  August 15

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

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



                                           TRACOR, INC.


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


                                           By:
                                              ----------------------------------
                                              Name:
Dated:   , 1997                      Title:


Certificate of Authentication

       This is one of the 8 1/2% Senior Subordinated Notes due 2007 referred to
in the within-mentioned Indenture.


                                           U.S. TRUST COMPANY OF TEXAS, N.A., as
                                           Trustee


                                           By:
                                              ----------------------------------
                                                      Authorized Signatory






                                    A.1-2
                             (REVERSE OF SECURITY)

                    8 1/2% Senior Subordinated Note due 2007

       1.  Interest.  TRACOR, INC., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.  Interest on the Notes will accrue from the most recent date
on which interest has been paid or, if no interest has been paid, from March
14, 1997.  The Company will pay interest semi-annually in arrears on each
Interest Payment Date, commencing September 1, 1997.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

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

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

       3.  Paying Agent and Registrar.  Initially, U.S. Trust Company of Texas,
N.A. (the "Trustee") will act as Paying Agent and Registrar.  The Company may
change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.

       4.  Indenture.  The Company issued the Notes under an Indenture, dated
as of March 1, 1997 (the "Indenture"), between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein.  This Note is one of a duly authorized issue of Initial Notes
of the Company designated as its 8 1/2% Senior Subordinated Notes due 2007 (the
"Initial Notes").  The Notes include the Initial Notes, the Private Exchange
Notes and the Unrestricted Notes issued in exchange for the Initial Notes
pursuant to the Registration Rights Agreement or, with respect to Initial Notes
issued under the Indenture subsequent to the Issue Date, a registration rights
agreement substantially identical to the Registration Rights Agreement.  The
Initial Notes and the Unrestricted Notes are treated as a single class of
securities under the Indenture.  The terms of the Notes include those stated in
this Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections  77aaa-





                                    A.1-3
77bbbb) (the "TIA"), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders of Notes are referred to the Indenture and said Act for
a statement of them.  The Notes are general unsecured obligations of the
Company limited in aggregate principal amount to $350,000,000.  Under certain
circumstances as provided for in Article Eleven of the Indenture, the payment
on each Note may be guaranteed on a senior subordinated basis by the Subsidiary
Guarantors.  Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

       5.  Subordination.  The Notes are subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment
in full in cash or Cash Equivalents of all Senior Indebtedness of the Company,
whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed.  The Guarantees, if any, in respect of the
Notes will be subordinated in right of payment, in the manner and to the extent
set forth in the Indenture, to the prior payment in full in cash or Cash
Equivalents of all Guarantor Senior Indebtedness of each Subsidiary Guarantor,
whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed.  Each Holder by its acceptance hereof agrees
to be bound by such provisions and authorizes and expressly directs the
Trustee, on its behalf, to take such action as may be necessary or appropriate
to effectuate the subordination provided for in the Indenture and appoints the
Trustee its attorney-in-fact for such purposes.

       6.   Redemption Provisions.  Except as provided below, the Notes may not
be redeemed prior to March 1, 2002.

       (a)  Optional Redemption.  On or after such date, the Notes may be
redeemed at the option of the Company, at any time as a whole, or from time to
time in part, on not less than 30 nor more than 60 days' notice, at the
following redemption prices (expressed as percentages of principal amount),
plus accrued and unpaid interest (if any) to the date of redemption (subject to
the rights of holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if redeemed during the 12-month
period commencing March 1:


  
 
                                                            REDEMPTION
                                                               PRICE
                                                             ---------
                                                            
2002  . . . . . . . . . . . . . . . . . . . . . . . .        104.250%
2003  . .. . . . . . . . . . . . . . . . . . . . . . . .        102.833%
2004  . .. . . . . . . . . . . . . . . . . . . . . . . .        101.417%
2005 and thereafter .. . . . . . . . . . . . . . . . . .        100.000%
 

       (b)  Notwithstanding the foregoing, at any time prior to March 1, 2000,
the Company may redeem, in part and from time to time, with the net proceeds of
one or more Public Equity Offerings, up to $87.5 million aggregate principal
amount of the





                                    A.1-4
Notes at a redemption price equal to 108.500% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon, if any, to the redemption
date; provided that at least 65% of the aggregate principal amount of the Notes
originally issued remains outstanding immediately after the occurrence of any
such redemption.  In order to effect the foregoing redemption with the proceeds
of any Public Equity Offering, the Company shall make such redemption not more
than 90 days after the consummation of any such Public Equity Offering.

       (c)  At any time on or prior to March 1, 2002, the Notes may also be
redeemed as a whole at the option of the Company upon the occurrence of a
Change of Control, upon not less than 30 nor more than 60 days prior notice
(but in no event more than 90 days after the occurrence of such Change of
Control) mailed by first-class mail to each holder's registered address, at a
redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, the date
of redemption (the "Redemption Date") (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).

       7.  Notice of Redemption.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date.  Notes in

denominations larger than $1,000 may be redeemed in part.

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

       8.  Offers to Purchase.  Section 4.15 of the Indenture provides that,
upon a Change of Control if the Company does not redeem the Notes, each holder
will have the right, subject to certain conditions set forth in the Indenture,
to require the Company to repurchase such holder's Notes at a price equal to
101% of the principal amount thereof plus accrued interest to the date of
repurchase.  Section 4.16 of the Indenture provides that, after certain Asset
Sales, and subject to further limitations contained therein, the Company will
make an offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.

       9.  Denominations; Transfer; Exchange.  The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples of
$1,000.  A Holder shall register the transfer of or exchange Notes in
accordance with the Indenture.  The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
certain transfer taxes or similar governmental charges





                                    A.1-5
payable in connection therewith as permitted by the Indenture.  The Registrar
need not register the transfer of or exchange of any Notes or portions thereof
selected for redemption.

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

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

       12.  Discharge Prior to Redemption or Maturity.  If the Company at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the
Indenture and the Notes (including certain covenants, but excluding its
obligation to pay the principal of and interest on the Notes).

       13.  Amendment; Supplement; Waiver.  Subject to certain exceptions, the
Indenture, the Notes or the Guarantee, if any, may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding.  Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes, or
comply with Article Five of the Indenture or make any other change that does
not adversely affect in any material respect the rights of any Holder of a
Note.

       14.  Restrictive Covenants.  The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness or Liens, make payments in respect of its
Capital Stock or certain Indebtedness, enter into transactions with Affiliates,
create dividend or other payment restrictions affecting Subsidiaries, incur
additional Senior Subordinated Indebtedness, merge or consolidate with any
other Person, sell, assign, transfer, lease, convey or otherwise dispose of all
or substantially all of its assets or adopt a plan of liquidation and sell
Capital Stock of a Restricted Subsidiary.  Such limitations are subject to a
number of important qualifications and exceptions.  The Company must annually
report to the Trustee on compliance with such limitations.





                                    A.1-6
       15.  Successors.  When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those obligations.

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

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

       18.  No Recourse Against Others.  No stockholder, director, officer,
employee or incorporator, as such, of the Company shall have any liability for
any obligation of the Company under the Notes or the Indenture.  Each Holder of
a Note by accepting a Note waives and releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.

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

       20.  Governing Law.  The laws of the State of New York shall govern this
Note and the Indenture, without regard to principles of conflict of laws.

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

       22.  CUSIP Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the
Notes.





                                    A.1-7
No representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

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

       The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture, which has the text of this Note in
larger type. Requests may be made to:  TRACOR, INC., 6500 Tracor Lane, Austin,
TX 78725-2000, Attn:  Corporate Secretary





                                    A.1-8
                         SENIOR SUBORDINATED GUARANTEE

       Tracor Aerospace, Inc., Tracor Applied Sciences, Inc., Tracor Flight
Systems, Inc., Vitro Corporation, Vitro Services Corporation, Quality Systems,
Inc., Vitro Technical Services, Inc., Vitro Systems International Corporation,
Vitro Sciences International, Inc., GDE Systems, Inc., GDE Holdings, Inc., GDE
Systems Imaging, Inc., GDESI, Inc., Westmark Services Company, Inc., HealthCom,
Inc., Helava Associates, Inc., Aerial Data Reduction Associates, Inc., Tracor
Aerospace Electronic Systems, Inc., Tracor Information Systems Company, Tracor
Holdings, Inc., Tracor Marine, Inc., Cordant, Inc., and Cordant Federal
Services Corporation (the "Subsidiary Guarantors") have unconditionally
guaranteed on a senior subordinated basis (such guarantee by each Guarantor
being referred to herein as the "Guarantee") (i) the due and punctual payment
of the principal of and interest on the Notes, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Notes, to the extent lawful, and
the due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms set forth in Article
Eleven of the Indenture and (ii) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.

       The obligations of each Subsidiary Guarantor to the Holders and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth and
are expressly subordinated and subject in right of payment to the prior payment
in full in cash or Cash Equivalents of all Guarantor Senior Indebtedness of
such Subsidiary Guarantor, to the extent and in the manner provided, in Article
Eleven of the Indenture, and reference is hereby made to such Indenture for the
precise terms of the Guarantee therein made.

       No past, present or future stockholder, officer, director, employee or
incorporator, as such, of any of the Subsidiary Guarantors shall have any
liability under the Guarantee by reason of such person's status as stockholder,
officer, director, employee or incorporator.  Each holder of a Note by
accepting a Note waives and releases all such liability.  The waiver and
release are part of the consideration for the issuance of the Guarantees.





                                    A.1-9
The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which the Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.


                                       


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

Attest:
       ---------------------





                                    A.1-10
                                ASSIGNMENT FORM

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

I or we assign and transfer this Note  to:

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

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

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

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


Date:                                      Signed:
     ------------------------------               ----------------------------
                                           (Sign exactly as your name appears on
                                           the other side of this Note)

Signature Guarantee:
                     -----------------------------------------------------------


       In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) March 15, 2000, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:





                                    A.1-11
                                   

(1)    _______       to the Company or a subsidiary thereof; or

(2)    _______       pursuant to and in compliance with Rule 144A under the
                     Securities Act; or

(3)    _______       to an institutional "accredited investor" (as defined in
                     Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
                     that has furnished to the Trustee a signed letter
                     containing certain representations and agreements (the
                     form of which letter can be obtained from the Trustee); or

(4)    _______       outside the United states to a "foreign person" in
                     compliance with Rule 904 of Regulation S under the
                     Securities Act; or

(5)    _______       pursuant to the exemption from registration provided by
                     Rule 144 under the Securities Act; or

(6)    _______       pursuant to an effective registration statement under the
                     Securities Act; or

(7)    _______       pursuant to another available exemption from the
                     registration requirements of the Securities Act.

       Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided that if box (3), (4), (5) or (7)
is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Notes, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4))
and other information as the Trustee or the Company has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.





                                    A.1-12
If none of the foregoing boxes is checked, the Trustee or Registrar shall not
be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.


Date:                              Signed:
       ---------------------              --------------------------------------
                                   (Sign exactly as your name
                                   appears on the other side of
                                   this Note)

Signature Guarantee:
                     -----------------------------------------------------------


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Date:                              Signed:
       ---------------------              --------------------------------------
                                   NOTICE:  To be executed by an executive
                                             officer





                                    A.1-13
                       

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:

              Section 4.15  

              Section 4.16  

       If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:


$
 ---------------------------

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

Signature Guarantee:
                            ----------------------------------------------------





                                    A.1-14
                                                                    EXHIBIT A(2)


                             

                                        CUSIP No.:

                                  TRACOR, INC.

                    8 1/2% SENIOR SUBORDINATED NOTE DUE 2007

No.                                                                  $

       TRACOR, INC., a Delaware corporation (the "Company," which term includes
any successor entity), for value received promises to pay to
                      or registered assigns, the principal sum of
Dollars, on March 1, 2007.

       Interest Payment Dates: March 1 and September 1

       Record Dates: February 15 and August 15

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

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


                                      TRACOR, INC.


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


                                      By:
                                         ---------------------------------------
                                         Name:
Dated:   , 1997                 Title:





                                     A.2-1
                         Certificate of Authentication

This is one of the 8 1/2% Senior Subordinated Notes due 2007 referred to in the
within-mentioned Indenture.


                                      U.S. TRUST COMPANY OF TEXAS, N.A., as
                                      Trustee

                                      By:
                                         ---------------------------------------
                                                      Authorized Signatory





                                     A.2-2
                             (REVERSE OF SECURITY)

                    8 1/2% Senior Subordinated Note due 2007

       1.  Interest.  TRACOR, INC., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.  Interest on the Notes will accrue from the most recent date
on which interest has been paid or, if no interest has been paid, from March
14, 1997.  The Company will pay interest semi-annually in arrears on each
Interest Payment Date, commencing September 1, 1997.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

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

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

       3.  Paying Agent and Registrar.  Initially, U.S. Trust Company of Texas,
N.A. (the "Trustee") will act as Paying Agent and Registrar.  The Company may
change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.

       4.  Indenture.  The Company issued the Notes under an Indenture, dated
as of March 1, 1997 (the "Indenture"), between the Company and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein.  This Note is one of a duly authorized issue of Unrestricted
Notes of the Company designated as its 8 1/2% Senior Subordinated Notes due
2007 (the "Unrestricted Notes").  The Notes include the Initial Notes, the
Private Exchange Notes and the Unrestricted Notes issued in exchange for the
Initial Notes pursuant to the Registration Rights Agreement





                                     A.2-3
or, with respect to Initial Notes issued under the Indenture subsequent to the
Issue Date, a registration rights agreement substantially identical to the
Registration Rights Agreement.  The Initial Notes and the Unrestricted Notes
are treated as a single class of securities under the Indenture.  The terms of
the Notes include those stated in this Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections  77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders of Notes are referred to the Indenture and said Act for
a statement of them.  The Notes are general unsecured obligations of the
Company limited in aggregate principal amount to $350,000,000.  Under certain
circumstances as provided for in Article Eleven of the Indenture, the payment
on each Note may be guaranteed on a senior subordinated basis by the Subsidiary
Guarantors.  Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

       5.  Subordination.  The Notes are subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment
in full in cash or Cash Equivalents of all Senior Indebtedness of the Company,
whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed.  The Guarantees, if any, in respect of the
Notes will be subordinated in right of payment, in the manner and to the extent
set forth in the Indenture, to the prior payment in full in cash or Cash
Equivalents of all Guarantor Senior Indebtedness of each Subsidiary Guarantor,
whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed.  Each Holder by its acceptance hereof agrees
to be bound by such provisions and authorizes and expressly directs the
Trustee, on its behalf, to take such action as may be necessary or appropriate
to effectuate the subordination provided for in the Indenture and appoints the
Trustee its attorney-in-fact for such purposes.

       6.  Redemption Provisions.  Except as provided below, the Notes may not
be redeemed prior to March 1, 2002.

              (a)      Optional Redemption.  On or after such date, the Notes
       may be redeemed at the option of the Company, at any time as a whole, or
       from time to time in part, on not less than 30 nor more than 60 days'
       notice, at the following redemption prices (expressed as percentages of
       principal amount), plus accrued and unpaid interest (if any) to the date
       of redemption (subject to the rights of holders of record on the
       relevant record date to receive interest





                                     A.2-4
       due on the relevant interest payment date), if redeemed during the 12-
       month period commencing March 1:

  
 
                                                            REDEMPTION
                                                               PRICE
                                                             ---------
                                                            
2002                                                         104.250%
2003                                                         102.833%
2004                                                         101.417%
2005 and thereafter                                          100.000%
 

              (b)    Notwithstanding the foregoing, at any time prior to March
       1, 2000, the Company may redeem, in part and from time to time, with the
       net proceeds of one or more Public Equity Offerings, up to $87.5 million
       aggregate principal amount of the Notes at a redemption price equal to
       108.500% of the aggregate principal amount thereof plus accrued and
       unpaid interest thereon, if any, to the redemption date; provided that
       at least 65% of the aggregate principal amount of the Notes originally
       issued remains outstanding immediately after the occurrence of any such
       redemption.  In order to effect the foregoing redemption with the
       proceeds of any Public Equity Offering, the Company shall make such
       redemption not more than 90 days after the consummation of any such
       Public Equity Offering.

              (c)  At any time on or prior to March 1, 2002, the Notes may also
       be redeemed as a whole at the option of the Company upon the occurrence
       of a Change of Control, upon not less than 30 nor more than 60 days
       prior notice (but in no event more than 90 days after the occurrence of
       such Change of Control) mailed by first-class mail to each holder's
       registered address, at a redemption price equal to 100% of the principal
       amount thereof plus the Applicable Premium as of, and accrued and unpaid
       interest, if any, to, the date of redemption (the "Redemption Date")
       (subject to the right of holders of record on the relevant record date
       to receive interest due on the relevant interest payment date).





                                     A.2-5
       7.  Notice of Redemption.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the  Redemption Date.  Notes in
denominations larger than $1,000 may be redeemed in part.

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

       8.  Offers to Purchase.  Section 4.15 of the Indenture provides that,
upon a Change of Control if the Company does not redeem the Notes, each holder
will have the right, subject to certain conditions set forth in the Indenture,
to require the Company to repurchase such holder's Notes at a price equal to
101% of the principal amount thereof plus accrued interest to the date of
repurchase.  Section 4.16 of the Indenture provides that, after certain Asset
Sales, and subject to further limitations contained therein, the Company will
make an offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.

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

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

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

       12.  Discharge Prior to Redemption or Maturity.  If the Company at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the
Indenture and the Notes





                                     A.2-6
(including certain covenants, but excluding its obligation to pay the principal
of and interest on the Notes).

       13.  Amendment; Supplement; Waiver.  Subject to certain exceptions, the
Indenture, the Notes or the Guarantee, if any, may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding.  Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes, or
comply with Article Five of the Indenture or make any other change that does
not adversely affect in any material respect the rights of any Holder of a
Note.

       14.  Restrictive Covenants.  The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness or Liens, make payments in respect of its
Capital Stock or certain Indebtedness, enter into transactions with Affiliates,
create dividend or other payment restrictions affecting Subsidiaries, incur
additional Senior Subordinated Indebtedness, merge or consolidate with any
other Person, sell, assign, transfer, lease, convey or otherwise dispose of all
or substantially all of its assets or adopt a plan of liquidation and sell
Capital Stock of a Restricted Subsidiary.  Such limitations are subject to a
number of important qualifications and exceptions.  The Company must annually
report to the Trustee on compliance with such limitations.15.  Successors.
When a successor assumes, in accordance with the Indenture, all the obligations
of its predecessor under the Notes and the Indenture, the predecessor will be
released from those obligations.

       16.  Defaults and Remedies.  If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding may declare all the Notes to be due and
payable in the manner, at the time and with the effect provided in the
Indenture.  Holders of Notes may not enforce the Indenture or the Notes except
as provided in the Indenture.  The Trustee is  not obligated to enforce the
Indenture or the Notes unless it has received indemnity reasonably satisfactory
to it.  The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Holders of Notes notice of any continuing Default





                                     A.2-7
or Event of Default (except a Default in payment of principal or interest) if
it determines that withholding notice is in their interest.

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

       18.  No Recourse Against Others.  No stockholder, director, officer,
employee or incorporator, as such, of the Company shall have any liability for
any obligation of the Company under the Notes or the Indenture.  Each Holder of
a Note by accepting a Note waives and releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.

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

       20.  Governing Law.  The laws of the State of New York shall govern this
Note and the Indenture, without regard to principles of conflict of laws.

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

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

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

       The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture, which has the text of this Note in
larger type.  Requests may be made to:  TRACOR, INC., 6500 Tracor Lane, Austin,
TX 78725-2000, Attn:  Corporate Secretary.





                                     A.2-8
                         SENIOR SUBORDINATED GUARANTEE

       Tracor Aerospace, Inc., Tracor Applied Sciences, Inc., Tracor Flight
Systems, Inc., Vitro Corporation, Vitro Services Corporation, Quality Systems,
Inc., Vitro Technical Services, Inc., Vitro Systems International Corporation,
Vitro Sciences International, Inc., GDE Systems, Inc., GDE Holdings, Inc., GDE
Systems Imaging, Inc., GDESI, Inc., Westmark Services Company, Inc., HealthCom,
Inc., Helava Associates, Inc., Aerial Data Reduction Associates, Inc., Tracor
Aerospace Electronic Systems, Inc., Tracor Information Systems Company, Tracor
Holdings, Inc., Tracor Marine, Inc., Cordant, Inc., and Cordant Federal
Services Corporation (the "Subsidiary Guarantors") have unconditionally
guaranteed on a senior subordinated basis (such guarantee by each Guarantor
being referred to herein as the "Guarantee") (i) the due and punctual payment
of the principal of and interest on the Notes, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Notes, to the extent lawful, and
the due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms set forth in Article
Eleven of the Indenture and (ii) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.

       The obligations of each Subsidiary Guarantor to the Holders and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth and
are expressly subordinated and subject in right of payment to the prior payment
in full in cash or Cash Equivalents of all Guarantor Senior Indebtedness of
such Subsidiary Guarantor, to the extent and in the manner provided, in Article
Eleven of the Indenture, and reference is hereby made to such Indenture for the
precise terms of the Guarantee therein made.

       No past, present or future stockholder, officer, director, employee or
incorporator, as such, of any of the Subsidiary Guarantors shall have any
liability under the Guarantee by reason of such person's status as stockholder,
officer, director, employee or incorporator.  Each holder of a Note by
accepting a Note waives and releases all such liability.  The waiver and
release are part of the consideration for the issuance of the Guarantees.





                                     A.2-9
       The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which the Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.


                                      TRACOR AEROSPACE, INC.
                                      Tracor Applied Sciences, Inc.
                                      Tracor Flight Systems, Inc.
                                      Vitro Corporation
                                      Vitro Services Corporation
                                      Quality Systems, Inc.
                                      Vitro Technical Services, Inc.
                                      Vitro Systems International Corporation
                                      Vitro Sciences International, Inc.
                                      GDE Systems, Inc.
                                      GDE Holdings, Inc.
                                      GDE Systems Imaging, Inc.
                                      GDESI, Inc.
                                      Westmark Services Company, Inc.
                                      HealthCom, Inc.
                                      Helava Associates, Inc.
                                      Aerial Data Reduction Associates, Inc.
                                      Tracor Aerospace Electronic Systems, Inc.
                                      Tracor Information Systems Company
                                      Tracor Holdings, Inc.
                                      Tracor Marine, Inc.
                                      Cordant, Inc.
                                      Cordant Federal Services Corporation


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





                                     A.2-10

                                      TRACOR APPLIED SCIENCES, INC.,TRACOR
                                      FLIGHT SYSTEMS, INC.,VITRO CORPORATION,
                                      VITRO SERVICES CORPORATION, QUALITY
                                      SYSTEMS, INC., VITRO TECHNICAL SERVICES,
                                      INC.,VITRO SYSTEMS INTERNATIONAL
                                      CORPORATION, GDE SYSTEMS, INC., GDE
                                      HOLDINGS, INC., GDE SYSTEMS IMAGING, INC.,
                                      HEALTHCOM, INC., HELAVA ASSOCIATES, INC.,
                                      ADR ASSOCIATES, INC., TRACOR AEROSPACE
                                      ELECTRONICS, INC. TRACOR INFORMATION
                                      SYSTEMS COMPANY, CORDANT, INC., CORDANT
                                      FEDERAL SERVICES CORPORATION]

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





                                     A.2-11
                                ASSIGNMENT FORM

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

I or we assign and transfer this Note to:

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

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

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

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


Date:                                 Signed:
------------------------------        ------------------------------------------
                                      (Sign exactly as your name appears on the
                                      other side of this Note)

Signature Guarantee:





                                     A.2-12
 
(2)    ______________       pursuant to and in compliance with Rule 144A under
                            the Securities Act; or

(3)    ______________       to an institutional "accredited investor" (as
                            defined in Rule 501(a)(1), (2), (3) or (7) under
                            the Securities Act) that has furnished to the
                            Trustee a signed letter containing certain
                            representations and agreements (the form of which
                            letter can be obtained from the Trustee); or

(4)    ______________       outside the United states to a "foreign person" in
                            compliance with Rule 904 of Regulation S under the
                            Securities Act; or

(5)    ______________       pursuant to the exemption from registration
                            provided by Rule 144 under the Securities Act; or

(6)    ______________       pursuant to an effective registration statement
                            under the Securities Act; or

(7)    ______________       pursuant to another available exemption from the
                            registration requirements of the Securities Act.

       Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof;





                                     A.2-13
                       

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:

                              Section 4.15  

                              Section 4.16  

       If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:        $________________________


Dated:
       ----------------------------

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

Signature Guarantee:
                     -----------------------------------------------------------





                                     A.2-14
                                                                       EXHIBIT B

                        FORM OF LEGEND FOR GLOBAL NOTES

       Any Global Note authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

       THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

       UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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.





                                      B-1
                                                                       EXHIBIT C

                           Form of Certificate To Be

Delivered in Connection with
Transfers to Non-QIB Accredited Investors
                                                               ___________, ____
U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
Attention:  Corporate Trust Department

       Re:    TRACOR, INC. (the "Company") 8 1/2% Senior
              Subordinated Notes due 2007 (the "Notes")

Ladies and Gentlemen:

       In connection with our proposed purchase of $_______ aggregate principal
amount of the Notes, we confirm that:

       1.  We have received a copy of the Offering Memorandum (the "Offering
Memorandum"), dated February 28, 1997, relating to the Notes and such other
information as we deem necessary in order to make our investment decision.  We
acknowledge that we have read and agreed to the matters stated on pages (i)-
(iii) of the Offering Memorandum and in the section entitled "Transfer
Restrictions" of the Offering Memorandum, including the restrictions on
duplication and circulation of the Offering Memorandum.

       2.  We understand that any subsequent transfer of the Notes is subject
to certain restrictions and conditions set forth in the Indenture dated as of
March 1, 1997 relating to the Notes (the "Indenture") and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the
Notes except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the "Securities Act").

       3.  We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
Persons except as permitted in the following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell or otherwise transfer any Notes we will do so
only (i) to the Company or any subsidiary thereof, (ii) inside the United
States in  accordance with Rule 144A under the Securities Act to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act), (iii)
inside the United States to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. broker-





                                      C-1
dealer) to you a signed letter containing certain representatives and
agreements relating to the restrictions on transfer of the Notes, substantially
in the form of this letter, (iv) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (v) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act (if
available), or (vi) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing any of
the Notes from us a notice advising such purchaser that resales of the Notes
are restricted as stated herein.

       4.  We are not acquiring the Notes for or on behalf of, and will not
transfer the Notes to, any pension or welfare plan (as defined in  Section 3 of
the Employee Retirement Income Security Act of 1974), except as permitted in
the section entitled "Transfer Restrictions" of the Offering Memorandum.

       5.  We understand that, on any proposed resale of any Notes, we will be
required to furnish to you and the Company such certification, legal opinions
and other information as you and the Company may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions.  We further
understand that the Notes purchased by us will bear a legend to the foregoing
effect.

       6.  We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or their investment, as the case may be.

       7.  We are acquiring the Notes purchased by us for our own account or
for one or more accounts (each of which is an institutional "accredited
investor") as to each of which we exercise sole investment discretion.

       You, the Company and the Initial Purchasers (as defined in the Offering
Memorandum) are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


                                      Very truly yours,


                                       


                                      By:
                                         ---------------------------------------
                                         Authorized Signature





                                      C-2
                                                                       EXHIBIT D

                      Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                            ______________, ____

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
Attention:  Corporate Trust Department

       Re:    TRACOR, INC.
                   (the "Company") 8 1/2% Senior Subordinated
                  Notes due 2007 (the "Notes")

Ladies and Gentlemen:

       In connection with our proposed sale of $___________ aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to
and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

       1.  the offer of the Notes was not made to a person in the United
States;

       2.  either (a) at the time the buy offer was originated, the transferee
was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States, or (b)
the transaction was executed in, on or through the facilities of a designated
off-shore securities market and neither we nor any person acting on our behalf
knows that the transaction has been pre-arranged with a buyer in the United
States;

       3.  no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
S, as applicable;

       4.  the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and

       5.  we have advised the transferee of the transfer restrictions
applicable to the Notes.

You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Terms used in this certificate have the meanings set
forth in Regulation S.


                                      Very truly yours,

                                       

                                      By:
                                         ---------------------------------------
                                         Authorized Signature





                                      D-1