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                                                                     EXHIBIT 4.3

                                                               EXECUTION VERSION

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                                  AVIALL, INC.,
                                   as Company

                          7 5/8% SENIOR NOTES DUE 2011

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                                    INDENTURE

                            Dated as of June 30, 2003

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                              THE BANK OF NEW YORK,
                                   as Trustee

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                  This INDENTURE dated as of June 30, 2003, is by and among
Aviall, Inc., a Delaware corporation, the Subsidiary Guarantors listed on the
signature pages hereto, and The Bank of New York, as trustee (the "Trustee").

                  The Company, each Subsidiary Guarantor and the Trustee agree
as follows for the benefit of each other and for the equal and ratable benefit
of the Holders of the 7 5/8 % Senior Notes due 2011 (the "Notes"):

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     DEFINITIONS.

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

                  "144A Global Note" means a Global Note in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold for initial resale in reliance on Rule 144A.

                  "Acquired Debt" means Debt of a Person outstanding on the date
on which such Person becomes a Restricted Subsidiary or assumed in connection
with the acquisition of assets from such Person.

                  "Additional Assets" means:

                  (a) any Property (other than cash, Cash Equivalents and
         securities) to be owned by the Company or any Restricted Subsidiary and
         used in a Permitted Business; or

                  (b) Capital Stock of a Person that becomes a Restricted
         Subsidiary as a result of the acquisition of such Capital Stock by the
         Company or another Restricted Subsidiary from any Person other than the
         Company or an Affiliate of the Company; provided, however, that, in the
         case of clause (b), such Restricted Subsidiary is primarily engaged in
         a Permitted Business.

                  "Additional Notes" means any Notes (other than Initial Notes,
Exchange Notes and Notes issued under Sections 2.06, 2.07, 2.10 and 3.06 hereof)
issued under this Indenture in accordance with Sections 2.02, 2.15 and 4.09
hereof, as part of the same series as the Initial Notes or as an additional
series.

                  "Affiliate" of any specified Person means:

                  (a) any other Person directly or indirectly controlling or
         controlled by or under direct or indirect common control with such
         specified Person, or

                  (b) any other Person who is a director or officer of: (1) such
         specified Person, (2) any Subsidiary of such specified Person, or (3)
         any Person described in clause (a) above.

                  For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of Section
4.12 and 4.14 hereof and the definition of "Additional Assets" only, "Affiliate"
shall also mean any beneficial owner of shares representing 10% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of the Company
or of rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

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

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

                  "Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

                  (a) any shares of Capital Stock of a Restricted Subsidiary
         (other than directors' qualifying shares), or

                  (b) any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary,

other than, in the case of clause (a) or (b) above,

                           (1) any disposition by a Restricted Subsidiary to the
                  Company or by the Company or a Restricted Subsidiary to a
                  Wholly Owned Restricted Subsidiary,

                           (2) any disposition that constitutes a Permitted
                  Investment or Restricted Payment permitted by Section 4.10,

                           (3) any disposition effected in compliance with
                  Section 5.01(a); and

                           (4) any transaction or series of related transactions
                  that involves assets having a Fair Market Value of less than
                  $2.5 million; and

                           (5)  any disposition of cash or Cash Equivalents.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at any date of determination,

                  (a) if such Sale and Leaseback Transaction is a Capital Lease
         Obligation, the amount of Debt represented thereby according to the
         definition of "Capital Lease Obligation," and

                  (b) in all other instances, the present value (discounted at
         the interest rate borne by the Notes, compounded annually) of the total
         obligations of the lessee for rental payments during the remaining term
         of the lease included in such Sale and Leaseback Transaction (including
         any period for which such lease has been extended).

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a) the sum of the product of the numbers of years (rounded to
         the nearest one-twelfth of one year) from the date of determination to
         the dates of each successive scheduled principal payment of such Debt
         or redemption or similar payment with respect to such Preferred Stock
         multiplied by the amount of such payment by

                  (b)  the sum of all such payments.

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

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

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

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

                  "Capital Lease Obligation" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations determined in accordance
with GAAP; and the Stated Maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.
For purposes of Section 4.11, a Capital Lease Obligation shall be deemed secured
by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any Debt security convertible or exchangeable
into such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate net cash
proceeds received by the Company from the issuance or sale (other than to a
Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or any such Subsidiary for the benefit of their
employees) by the Company of its Capital Stock (other than Disqualified Stock)
after the Issue Date (including cash proceeds received by the Company from the
sale of Property received by the Company as consideration from the issuance or
sale of its Capital Stock and converted into cash within 180 days from the date
of such issuance or sale), net of attorneys' fees, accountants' fees,
underwriters' or placement agents' fees, discounts or commissions and brokerage,
consultant and other fees actually incurred in connection with such issuance or
sale and net of taxes paid or payable as a result thereof.

                  "Cash Equivalents" means any of the following:

                  (a) Investments in U.S. Government Obligations maturing within
         365 days of the date of acquisition thereof;

                  (b) Investments in time deposit accounts, certificates of
         deposit and money market deposits maturing within 90 days of the date
         of acquisition thereof issued by a bank or trust company organized
         under the laws of the United States of America or any state thereof
         having capital, surplus and undivided profits aggregating in excess of
         $500 million and whose long-term debt is rated "A-3" or "A-" or higher
         according to Moody's or S&P (or such similar equivalent rating by at
         least one "nationally recognized statistical rating organization" (as
         defined in Rule 436 under the Securities Act));

                  (c) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clause (a)
         entered into with:

                           (1) a bank meeting the qualifications described in
                  clause (b) above, or

                           (2) any primary government securities dealer
                  reporting to the Market Reports Division of the Federal
                  Reserve Bank of New York;

                  (d) Investments in commercial paper, maturing not more than 90
         days after the date of acquisition, issued by a corporation (other than
         an Affiliate of the Company) organized and in existence under the laws
         of the United States of America with a rating at the time as of which
         any investment therein is made of "P-1" (or higher) according to
         Moody's or "A-1" (or higher) according to S&P (or such similar
         equivalent rating by at least one "nationally recognized statistical
         rating organization" (as defined in Rule 436 under the Securities
         Act)); and

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                  (e) direct obligations (or certificates representing an
         ownership interest in such obligations) of any state of the United
         States of America (including any agency or instrumentality thereof) for
         the payment of which the full faith and credit of such state is pledged
         and which are not callable or redeemable at the issuer's option,
         provided that:

                           (1) the long-term debt of such state is rated "A-3"
                  or "A-" or higher according to Moody's or S&P (or such similar
                  equivalent rating by at least one "nationally recognized
                  statistical rating organization" (as defined in Rule 436 under
                  the Securities Act)), and

                           (2) such obligations mature within 180 days of the
                  date of acquisition thereof.

                   "Change of Control" means the occurrence of any of the
following events:

                  (a) if any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act or any successor
         provisions to either of the foregoing), including any group acting for
         the purpose of acquiring, holding, voting or disposing of securities
         within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other
         than any one or more of the Permitted Holders, becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act, except that a
         person will be deemed to have "beneficial ownership" of all shares that
         any such person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of more than 50% of the total voting power of the Voting
         Stock of the Company (for purposes of this clause (a), such person or
         group shall be deemed to beneficially own any Voting Stock of a
         corporation held by any other corporation (the "parent corporation") so
         long as such person or group beneficially owns, directly or indirectly,
         in the aggregate at least a majority of the total voting power of the
         Voting Stock of such parent corporation); or

                  (b) the sale, transfer, assignment, lease, conveyance or other
         disposition, directly or indirectly, of all or substantially all the
         assets of the Company and the Restricted Subsidiaries, considered as a
         whole (other than a disposition of such assets as an entirety or
         virtually as an entirety to a Wholly Owned Restricted Subsidiary or one
         of more Permitted Holders) shall have occurred, or the Company merges,
         consolidates or amalgamates with or into any other Person (other than
         one or more Permitted Holders) or any other Person (other than one or
         more Permitted Holders) merges, consolidates or amalgamates with or
         into the Company, in any such event pursuant to a transaction in which
         the outstanding Voting Stock of the Company is reclassified into or
         exchanged for cash, securities or other Property, other than any such
         transaction where:

                           (1) the outstanding Voting Stock of the Company is
                  reclassified into or exchanged for other Voting Stock of the
                  Company or for Voting Stock of the Surviving Person, and

                           (2) the holders of the Voting Stock of the Company
                  immediately prior to such transaction own, directly or
                  indirectly, not less than a majority of the Voting Stock of
                  the Company or the Surviving Person immediately after such
                  transaction and in substantially the same proportion as before
                  the transaction; or

                  (c) during any period of two consecutive years, individuals
         who at the beginning of such period constituted the Board of Directors
         (together with any new directors whose election or appointment by such
         Board or whose nomination for election by the stockholders of the
         Company was approved by a vote of not less than a majority of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute at least
         a majority of the Board of Directors then in office; or

                  (d) the stockholders of the Company will have approved any
         plan of liquidation or dissolution of the Company.

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                  "Clearstream" means Clearstream Banking S.A. and any successor
         thereto.

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

                  "Commission" means the Securities and Exchange Commission, or
         any successor thereto.

                  "Company" means Aviall, Inc., and any successor thereto

                  "Consolidated Interest Coverage Ratio" means, as of any date
         of determination, the ratio of:

                  (a) the aggregate amount of EBITDA for the most recent four
         consecutive fiscal quarters for which financial statements are publicly
         available to

                  (b) Consolidated Interest Expense for such four fiscal
         quarters;

provided, however, that:

                           (1) if

                                        (A) since the beginning of such period
                           the Company or any Restricted Subsidiary has Incurred
                           any Debt that remains outstanding or Repaid any Debt,
                           or

                                        (B) the transaction giving rise to the
                           need to calculate the Consolidated Interest Coverage
                           Ratio is an Incurrence or Repayment of Debt,

         Consolidated Interest Expense for such period shall be calculated after
         giving effect on a pro forma basis to such Incurrence or Repayment as
         if such Debt was Incurred or Repaid on the first day of such period,
         provided that, in the event of any such Repayment of Debt, EBITDA for
         such period shall be calculated as if the Company or such Restricted
         Subsidiary had not earned any interest income actually earned during
         such period in respect of the funds used to Repay such Debt, and

                           (2)  if

                                        (A) since the beginning of such period
                           the Company or any Restricted Subsidiary shall have
                           made any Asset Sale or an Investment (by merger or
                           otherwise) in any Restricted Subsidiary (or any
                           Person which becomes a Restricted Subsidiary) or an
                           acquisition of Property which constitutes all or
                           substantially all of an operating unit of a business,

                                        (B) the transaction giving rise to the
                           need to calculate the Consolidated Interest Coverage
                           Ratio is such an Asset Sale, Investment or
                           acquisition, or

                                        (C) since the beginning of such period
                           any Person (that subsequently became a Restricted
                           Subsidiary or was merged with or into the Company or
                           any Restricted Subsidiary since the beginning of such
                           period) shall have made such an Asset Sale,
                           Investment or acquisition,

         then EBITDA for such period shall be calculated after giving pro forma
         effect to such Asset Sale, Investment or acquisition as if such Asset
         Sale, Investment or acquisition had occurred on the first day of such
         period.

         If any Debt bears a floating rate of interest and is being given pro
forma effect, the interest expense on such Debt shall be calculated as if the
base interest rate in effect for such floating rate of interest on the date of
determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months).

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In the event the Capital Stock of any Restricted Subsidiary is sold during the
period, the Company will be deemed, for purposes of clause (1) above, to have
Repaid during such period the Debt of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest expense,
and to the extent Incurred by the Company or its Restricted Subsidiaries,

                  (a) interest expense attributable to Capital Lease
         Obligations,

                  (b) amortization of Debt discount and Debt issuance cost,
         including commitment fees,

                  (c)  capitalized interest,

                  (d)  non-cash interest expense,

                  (e) commissions, discounts and other fees and charges owed
         with respect to letters of credit and bankers' acceptance financing,

                  (f) net costs associated with Hedging Obligations (including
         amortization of fees),

                  (g)  Disqualified Stock Dividends,

                  (h)  Preferred Stock Dividends,

                  (i) interest Incurred in connection with Investments in
         discontinued operations,

                  (j) interest accruing on any Debt of any other Person to the
         extent such Debt is Guaranteed by the Company or any Restricted
         Subsidiary, and

                  (k) the cash contributions to any employee stock ownership
         plan or similar trust to the extent such contributions are used by such
         plan or trust to pay interest or fees to any Person (other than the
         Company) in connection with Debt Incurred by such plan or trust.

                  "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Subsidiaries; provided,
however, that there shall not be included in such Consolidated Net Income:

                  (a) any net income (loss) of any Person (other than the
         Company) that is not a Restricted Subsidiary, except that:

                           (1) subject to the exclusion contained in clause (d)
                  below, the equity of the Company and its consolidated
                  Restricted Subsidiaries in the net income of any such Person
                  for such period shall be included in such Consolidated Net
                  Income up to the aggregate amount of cash distributed by such
                  Person during such period to the Company or a Restricted
                  Subsidiary as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution to a Restricted
                  Subsidiary, to the limitations contained in clause (c) below),
                  and

                           (2) the equity of the Company and its consolidated
                  Restricted Subsidiaries in a net loss of any such Person other
                  than an Unrestricted Subsidiary for such period shall be
                  included in determining such Consolidated Net Income to the
                  extent that any such loss is funded with cash of the Company
                  or a Restricted Subsidiary,

                  (b) for purposes of Section 4.10 only, any net income (loss)
         of any Person acquired by the Company or any of its consolidated
         Restricted Subsidiaries in a pooling of interests transaction for any
         period prior to the date of such acquisition,

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                  (c) any net income (loss) of any Restricted Subsidiary if such
         Restricted Subsidiary is subject to restrictions, directly or
         indirectly, on the payment of dividends or the making of distributions,
         directly or indirectly, to the Company, except that:

                           (1) subject to the exclusion contained in clause (d)
                  below, the equity of the Company and its consolidated
                  Restricted Subsidiaries in the net income of any such
                  Restricted Subsidiary for such period shall be included in
                  such Consolidated Net Income up to the aggregate amount of
                  cash distributed by such Restricted Subsidiary during such
                  period to the Company or another Restricted Subsidiary as a
                  dividend or other distribution (subject, in the case of a
                  dividend or other distribution to another Restricted
                  Subsidiary, to the limitation contained in this clause), and

                           (2) the equity of the Company and its consolidated
                  Restricted Subsidiaries in a net loss of any such Restricted
                  Subsidiary for such period shall be included in determining
                  such Consolidated Net Income,

                  (d) any gain (but not loss) realized upon the sale or other
         disposition of any Property of the Company or any of its consolidated
         Restricted Subsidiaries (including pursuant to any Sale and Leaseback
         Transaction) that is not sold or otherwise disposed of in the ordinary
         course of business,

                  (e)  any extraordinary gain or loss,

                  (f) the cumulative effect of a change in accounting principles
         and

                  (g) any non-cash compensation expense realized for grants of
         performance shares, stock options or other rights to officers,
         directors and employees of the Company or any Restricted Subsidiary,
         provided that such shares, options or other rights can be redeemed at
         the option of the Holder only for Capital Stock of the Company (other
         than Disqualified Stock).

Notwithstanding the foregoing, for purposes of Section 4.10 only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under Section
4.10(a)(iii)(D).

                  "Consolidated Tangible Assets" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the
total assets (less accumulated depreciation, depletion and amortization,
allowances for doubtful receivables, other applicable reserves and other
properly deductible items) of the Company and its Restricted Subsidiaries, after
deducting therefrom, to the extent otherwise included, the amounts of (without
duplication):

                  (a) the excess of cost over fair market value of assets or
         businesses acquired;

                  (b) any revaluation or other write-up in book value of assets
         subsequent to the last day of the fiscal quarter of the Company
         immediately preceding the Issue Date as a result of a change in the
         method of valuation in accordance with GAAP;

                  (c) unamortized debt discount and expenses and other
         unamortized deferred charges, goodwill, patents, trademarks, service
         marks, trade names, copyrights, licenses, organization or developmental
         expenses and other intangible items;

                  (d) minority interests in consolidated Subsidiaries held by
         Persons other than the Company or any Restricted Subsidiary;

                  (e)  treasury stock;

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                  (f) cash or securities set aside and held in a sinking or
         other analogous fund established for the purpose of redemption or other
         retirement of Capital Stock; and

                  (g)  Investments in and assets of Unrestricted Subsidiaries.

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

                  "Credit Facility" means the Second Amended and Restated Credit
Agreement, to be entered into on or about the Issue Date, by and among the
Company, Aviall Services, Inc., the lenders and issuers party thereto, Citicorp
USA, Inc., as administrative agent, General Electric Capital Corporation, as
syndication agent and co-arranger, Wachovia Bank, N.A., as documentation agent,
and Citigroup Global Markets Inc. (formerly Salomon Smith Barney Inc.), as sole
book manager and sole lead arranger, as amended.

                  "Credit Facilities" means, with respect to the Company or any
Restricted Subsidiary, one or more Debt or credit facilities with banks or other
lenders (including the Credit Facility) providing for revolving credit loans,
term loans, receivables or inventory financing (including through the sale of
receivables or inventory to such lenders or to special purpose, bankruptcy
remote entities formed to borrow from such lenders against such receivables or
inventory) or trade or standby letters of credit, in each case as any such
facility may be revised, restructured or Refinanced from time to time, including
to extend the maturity thereof, to increase the amount of commitments thereunder
(provided that any such increase is permitted under Section 4.09), or to add
Restricted Subsidiaries as additional borrowers or guarantors thereunder,
whether by the same or any other agent, lender or group of lenders or investors
and whether such revision, restructuring or Refinancing is under one or more
Debt facilities or commercial paper facilities, indentures or other agreements,
in each case with banks or other institutional lenders or trustees or investors
providing for revolving credit loans, term loans, notes or letters or credit,
together with related documents thereto (including, without limitation, any
guaranty agreements and security documents).

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to protect such Person
against fluctuations in currency exchange rates.

                  "Custodian" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section
2.03(c) hereof as Custodian with respect to the Notes, and any and all
successors thereto appointed as custodian hereunder and having become such
pursuant to the applicable provisions of this Indenture.

                  "Debt" means, with respect to any Person on any date of
determination (without duplication):

                  (a)  the principal of and premium (if any) in respect of:

                           (1)  debt of such Person for money borrowed, and

                           (2) debt evidenced by notes, debentures, bonds or
                  other similar instruments for the payment of which such Person
                  is responsible or liable;

                  (b) all Capital Lease Obligations of such Person and all
         Attributable Debt in respect of Sale and Leaseback Transactions entered
         into by such Person;

                  (c) 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 and payables
         to suppliers relating to purchases of inventory arising in the ordinary
         course of business and not required to be reflected as debt under
         GAAP);

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                  (d) 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 (a)
         through (c) above) entered into in the ordinary course of business of
         such Person 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);

                  (e) the amount of all obligations of such Person with respect
         to the Repayment of any Disqualified Stock or, with respect to any
         Subsidiary of such Person, any Preferred Stock (but excluding, in each
         case, any accrued dividends);

                  (f) all obligations of the type referred to in clauses (a)
         through (e) above of other Persons and all dividends of other Persons
         for the payment of which, in either case, such Person is responsible or
         liable, directly or indirectly, as obligor, guarantor or otherwise,
         including by means of any Guarantee;

                  (g) all obligations of the type referred to in clauses (a)
         through (f) above of other Persons secured by any Lien on any Property
         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 Fair Market Value of such Property and the amount of the obligation
         so secured; and

                  (h) to the extent not otherwise included in this definition,
         Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance,
or the accreted value of such Debt in the case of Debt issued with original
issue discount, at such date of all unconditional obligations as described above
and the maximum liability, upon the occurrence of the contingency giving rise to
the obligation, of any contingent obligations at such date. The amount of Debt
represented by a Hedging Obligation shall be equal to:

                  (1) zero if such Hedging Obligation has been Incurred pursuant
to Section 4.09(b)(vi) or (vii), or

                  (2) the notional amount of such Hedging Obligation if not
Incurred pursuant to such clauses.

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 or 2.10
hereof, in substantially the form of Exhibit A hereto except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section
2.03(b) hereof as the Depositary with respect to the Notes, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provisions of this Indenture.

                   "Disqualified Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable, in either case at the option of
the holder thereof) or otherwise:

                  (a) matures or is mandatorily redeemable pursuant to a sinking
         fund obligation or otherwise,

                  (b) is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c) is convertible or exchangeable at the option of the holder
         thereof for Debt or Disqualified Stock,

                                       9

<PAGE>

on or prior to, in the case of clause (a), (b) or (c), the date that is 91 days
after the Stated Maturity of the Notes.

                  "Disqualified Stock Dividends" means all dividends with
respect to Disqualified Stock of the Company held by Persons other than a Wholly
Owned Restricted Subsidiary. The amount of any such dividend shall be equal to
the quotient of such dividend divided by the difference between one and the
maximum statutory federal income tax rate (expressed as a decimal number between
one and zero) then applicable to the Company.

                   "Domestic Restricted Subsidiary" means any Restricted
Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of
a Foreign Restricted Subsidiary.

                  "EBITDA" for any period, an amount equal to, for the Company
and its consolidated Restricted Subsidiaries:

                  (a) the sum of Consolidated Net Income for such period, plus
         the following to the extent reducing Consolidated Net Income for such
         period (without duplication):

                           (1) the provision for taxes based on income or
                  profits or utilized in computing net loss,

                           (2) Consolidated Interest Expense,

                           (3) depreciation and depletion,

                           (4) amortization of intangibles and acquisition
                  costs, and

                           (5) any other non-cash items (other than any such
                  non-cash item to the extent that it represents an accrual of
                  or reserve for cash expenditures in any future period), minus

                  (b) all non-cash items increasing Consolidated Net Income for
         such period (other than any such non-cash item to the extent that it
         will result in the receipt of cash payments in any future period).

Notwithstanding the foregoing clause (a), the provision for taxes and the
depreciation, depletion, amortization and non-cash items of a Restricted
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to
the extent (and in the same proportion) that the net income of such Restricted
Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders.

                 "Equity Offering" means an offering of Capital Stock of the
Company (but excluding any Disqualified Stock).

                  "Euroclear" means Euroclear Bank, S.A./N.V., as operator of
the Euroclear systems, and any successor thereto.

                  "Event of Default" has the meaning set forth under Section
6.01.

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

                  "Exchange Notes" means Notes registered under the Securities
Act to be exchanged for Notes not so registered and as set forth in a
Registration Rights Agreement relating to such an exchange.

                  "Exchange Offer" has the meaning set forth in a Registration
Rights Agreement relating to an exchange of Notes registered under the
Securities Act for Notes not registered.

                                       10

<PAGE>

                  "Exchange Offer Registration Statement" means the registration
statement relating to Exchange Notes, as may be set forth in a Registration
Rights Agreement.

                  "Existing Affiliate Agreement" means each agreement listed on
Schedule I hereto, as in effect on the Issue Date and, in each case, any
amendment thereto so long as any such amendment, in the good faith determination
of an Officer, is no less favorable to the Company or any of its Restricted
Subsidiaries, as the case may be, in any material respect than the original
agreement as in effect on the Issue Date.

                  "Fair Market Value" means, with respect to any Property, the
price that could be negotiated in an arm's-length free market transaction
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

                  (a) if such Property has a Fair Market Value equal to or less
         than $10.0 million, by any Officer of the Company, or

                  (b) if such Property has a Fair Market Value in excess of
         $10.0 million, as determined in good faith by at least a majority of
         the Board of Directors and evidenced by a Board Resolution, dated
         within 60 days of the relevant transaction, delivered to the Trustee.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary which is not organized under the laws of the United States of America
or any State thereof or the District of Columbia.

                  "GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date, including those set forth:

                  (a) in the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants,

                  (b) in the statements and pronouncements of the Financial
         Accounting Standards Board,

                  (c) in such other statements by such other entity as approved
         by a significant segment of the accounting profession, and

                  (d) the rules and regulations of the Commission governing the
         inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the Commission.

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

                  "Global Note" means any global Note in the form of Exhibit A
hereto issued in accordance with Article 2 hereof.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (a) to purchase or pay (or advance or supply funds for the
         purchase or payment of) such Debt of such other Person (whether arising
         by virtue of partnership arrangements, or by agreements to keep-well,
         to purchase assets, goods, securities or services, to take-or-pay or to
         maintain financial statement conditions or otherwise), or

                  (b) entered into for the purpose of assuring in any other
         manner the obligee against loss in respect

                                       11

<PAGE>

         thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include:

                  (1) endorsements for collection or deposit in the ordinary
         course of business, or

                  (2) a contractual commitment by one Person to invest in
         another Person for so long as such Investment is reasonably expected to
         constitute a Permitted Investment under clause (b) of the definition of
         "Permitted Investment."

The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

                  "Hedging Obligation" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement or any other similar agreement or arrangement.

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

                  "IAI Global Note" means a Global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold to Institutional Accredited Investors, if any, to the extent
required by the Applicable Procedures.

                  "Incur" means with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time
such Person becomes a Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary; and provided further, however, that solely for purposes of
determining compliance with Section 4.09, accrual of interest, amortization or
accretion of Debt discount and the payment of interest or dividends in the form
of additional Debt shall not be deemed to be the Incurrence of Debt, provided
that in the case of Debt sold at a discount, the amount of such Debt Incurred
shall at all times be the aggregate principal amount at Stated Maturity.

                  "Indenture" means this instrument, as originally executed or
as it may from time to time be supplemented or amended in accordance with
Article 9 hereof.

                  "Independent Financial Advisor" means an investment banking
firm of national standing or any third party appraiser of national standing,
provided that such firm or appraiser is not an Affiliate of the Company.

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

                  "Initial Notes" means $200,000,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof.

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

                  "Interest Payment Dates" shall have the meaning set forth in
paragraph 1 of any Note in the form set forth on Exhibit A hereto.

                                       12
<PAGE>

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect against fluctuations in interest
rates.

                  "Investment" by any Person means any direct or indirect loan
(other than advances to customers and suppliers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of such
Person), advance or other extension of credit or capital contribution (by means
of transfers of cash or other Property to others or payments for Property or
services for the account or use of others, or otherwise) to, or Incurrence of a
Guarantee of any obligation of, or purchase or acquisition of Capital Stock,
bonds, notes, debentures or other securities or evidence of Debt issued by, any
other Person. For purposes of Section 4.10 and Section 4.17 and the definition
of "Restricted Payment," "Investment" shall include the portion (proportionate
to the Company's equity interest in such Subsidiary) of the Fair Market Value of
the net assets of any Subsidiary of the Company at the time that such Subsidiary
is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be
deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary of an amount (if positive) equal to:

                  (a) the Company's "Investment" in such Subsidiary at the time
         of such redesignation, less

                  (b) the portion (proportionate to the Company's equity
         interest in such Subsidiary) of the Fair Market Value of the net assets
         of such Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such Investment.

                  "Issue Date" means the date on which the Notes are initially
issued.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York, the city in which the Corporate
Trust Office of the Trustee is located or any other place of payment on the
Notes are authorized by law, regulation or executive order to remain closed.

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction).

                  "Letter of Transmittal" means the letter of transmittal, or
its electronic equivalent in accordance with the Applicable Procedures to be
prepared by the Company and sent to all Holders of the Initial Notes or any
Additional Notes for use by such Holders in connection with an Exchange Offer.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of:

                  (a) all legal, title and recording tax expenses, commissions
         and other fees and expenses incurred, and all Federal, state,
         provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Sale,

                  (b) all payments made on or in respect of any Debt that is
         secured by any Property subject to such

                                       13
<PAGE>

         Asset Sale, in accordance with the terms of any Lien upon or other
         security agreement of any kind with respect to such Property, or which
         must by its terms, or in order to obtain a necessary consent to such
         Asset Sale, or by applicable law, be repaid out of the proceeds from
         such Asset Sale,

                  (c) all distributions and other payments required to be made
         to minority interest holders in Subsidiaries or joint ventures as a
         result of such Asset Sale, and

                  (d) the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the Property disposed in such Asset Sale and retained
         by the Company or any Restricted Subsidiary after such Asset Sale.

                  "Non-Recourse Debt" means Debt:

                  (1) as to which neither the Company nor any of its Restricted
         Subsidiaries (A) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute Debt), (B)
         is directly or indirectly liable as a Guarantor or otherwise, or (C)
         constitutes the lender;

                  (2) no default with respect to which (including any rights
         that the holders thereof may have to take enforcement action against an
         Unrestricted Subsidiary) would permit upon notice, lapse of time or
         both any holder of any other Debt (other than the Notes or any
         Guarantee permitted by the proviso to the preceding clause (1)) of the
         Company or any Restricted Subsidiaries to declare a default on such
         other Debt or cause the payment thereof to be accelerated or payable
         prior to its Stated Maturity, and

                  (3) as to which the lenders have been notified in writing that
         they will not have any recourse to the stock or other Property of the
         Company or any Restricted Subsidiaries, except for Debt that has been
         Guaranteed as permitted by the proviso to the preceding clause (1).

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

                  "Officers' Certificate" means a certificate signed by two
Officers of the Company, at least one of whom shall be the principal executive
officer or principal financial officer of the Company, and delivered to the
Trustee.

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

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

                  "Permitted Business" means any business that is directly or
indirectly related, ancillary or complementary to the businesses of the Company
and the Restricted Subsidiaries on the Issue Date.

                  "Permitted Business Investment" means any Investment in a
Person that is, directly or indirectly, engaged principally in a Permitted
Business, and the Capital Stock (or securities convertible into Capital Stock)
of which is owned by the Company or any of its Restricted Subsidiaries and one
or more Persons other than the Company or any Affiliate of the Company.

                  "Permitted Holders" means Carlyle Partners III, L.P., CP III
Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle--Aviall Partners
II, L.P. and each of their respective Affiliates at any time.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary:

                                       14
<PAGE>

                  (a) in the Company, any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary, provided that the primary business of such Restricted
         Subsidiary is a Permitted Business;

                  (b) in any Person if as a result of such Investment such
         Person is merged or consolidated with or into, or transfers or conveys
         all or substantially all its Property to, the Company or a Restricted
         Subsidiary, provided that such Person's primary business is a Permitted
         Business;

                  (c)  in cash or Cash Equivalents;

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

                  (e) consisting of payroll, travel and similar advances to
         cover matters that are expected at the time of such advances ultimately
         to be treated as expenses for accounting purposes and that are made in
         the ordinary course of business;

                  (f) consisting of loans and advances to employees made in the
         ordinary course of business consistent with past practices of the
         Company or such Restricted Subsidiary, as the case may be;

                  (g) consisting of stock, obligations or other securities
         received in settlement of debts created in the ordinary course of
         business and owing to the Company or a Restricted Subsidiary or in
         satisfaction of judgments;

                  (h) the consideration for which consists solely of Capital
         Stock (other than Disqualified Stock) of the Company;

                  (i) in Permitted Business Investments that, when made and when
         taken together with the aggregate amount of Permitted Business
         Investments outstanding at the time of any Permitted Business
         Investment, do not exceed 10% of Consolidated Tangible Assets; provided
         that, solely for purposes of this clause (i), the aggregate amount of
         such Investments shall be the amount of cash or other assets paid or
         contributed by the Company or a Restricted Subsidiary at the time of
         any such Investment, less the net reduction in such Investments
         resulting from dividends and other distributions paid to the Company or
         such Restricted Subsidiary with respect to such Investments; provided
         further, that, for purposes of Section 4.10 only, any such dividends or
         other distributions shall be excluded from clause (a) of the definition
         of Consolidated Net Income and shall be excluded from the calculation
         pursuant to Section 4.10(a)(iii)(D)(1);

                  (j) consisting of licenses or leases of intellectual property
         and other assets, in each case in the ordinary course of business;

                  (k) pursuant to any Hedging Obligation that is permitted to be
         Incurred under Section 4.09;

                  (l) in connection with (i) Asset Sales permitted under Section
         4.12 to the extent such Investments represent the non-cash portion of
         consideration of any such Asset Sale or (ii) sales or other
         dispositions of property or assets not constituting an Asset Sale; and

                  (m) not otherwise described in clauses (a) through (l) above
         for Fair Market Value that do not exceed $15.0 million in the aggregate
         outstanding at any one time.

                  "Permitted Liens" means:

                  (a) Liens to secure Debt permitted to be Incurred under
         Sections 4.09(b)(ii) and (iii);

                                       15
<PAGE>

                  (b) Liens to secure Debt permitted to be Incurred under
         Section 4.09(b)(iv), provided that any such Lien may not extend to any
         Property of the Company or any Restricted Subsidiary, other than the
         Property acquired, constructed or leased with the proceeds of such Debt
         and any improvements or accessions to such Property;

                  (c) Liens for taxes, assessments or governmental charges or
         levies on the Property of the Company or any Restricted Subsidiary if
         the same shall not at the time be delinquent or thereafter can be paid
         without penalty, or are being contested in good faith and by
         appropriate proceedings promptly instituted and diligently concluded,
         provided that any reserve or other appropriate provision that shall be
         required in conformity with GAAP shall have been made therefor;

                  (d) Liens imposed by law, such as carriers', warehousemen's
         and mechanics' Liens and other similar Liens, on the Property of the
         Company or any Restricted Subsidiary arising in the ordinary course of
         business and securing payment of obligations that are not more than 60
         days past due or are being contested in good faith and by appropriate
         proceedings;

                  (e) Liens on the Property of the Company or any Restricted
         Subsidiary Incurred in the ordinary course of business to secure
         performance of obligations with respect to statutory or regulatory
         requirements, performance or return-of-money bonds, surety bonds or
         other obligations of a like nature and Incurred in a manner consistent
         with industry practice, in each case which are not Incurred in
         connection with the borrowing of money, the obtaining of advances or
         credit or the payment of the deferred purchase price of Property and
         which do not in the aggregate impair in any material respect the use of
         Property in the operation of the business of the Company and the
         Restricted Subsidiaries taken as a whole;

                  (f) Liens on Property at the time the Company or any
         Restricted Subsidiary acquired such Property, including any acquisition
         by means of a merger or consolidation with or into the Company or any
         Restricted Subsidiary; provided, however, that any such Lien may not
         extend to any other Property of the Company or any Restricted
         Subsidiary; provided further, however, that such Liens shall not have
         been Incurred in anticipation of or in connection with the transaction
         or series of transactions pursuant to which such Property was acquired
         by the Company or any Restricted Subsidiary;

                  (g) Liens on the Property of a Person at the time such Person
         becomes a Restricted Subsidiary; provided, however, that any such Lien
         may not extend to any other Property of the Company or any other
         Restricted Subsidiary that is not a direct Subsidiary of such Person;
         provided further, however, that any such Lien was not Incurred in
         anticipation of or in connection with the transaction or series of
         transactions pursuant to which such Person became a Restricted
         Subsidiary;

                  (h) pledges or deposits by the Company or any Restricted
         Subsidiary under workers' compensation laws, unemployment insurance
         laws or similar legislation, or good faith deposits in connection with
         bids, tenders, contracts (other than for the payment of Debt) or leases
         to which the Company or any Restricted Subsidiary is party, or deposits
         to secure public or statutory obligations of the Company, or deposits
         for the payment of rent, in each case Incurred in the ordinary course
         of business;

                  (i) utility easements, building restrictions and such other
         encumbrances or charges against real Property as are of a nature
         generally existing with respect to properties of a similar character;

                  (j) Liens existing on the Issue Date not otherwise described
         in clauses (a) through (i) above;

                  (k) Liens arising by operation of law in connection with
         judgments that are being contested by the Company and that do not
         constitute an Event of Default;

                  (l) Liens on the Property of the Company or any Restricted
         Subsidiary to secure any Refinancing, in whole or in part, of any Debt
         secured by Liens referred to in clause (b), (f), (g) or (j) above;
         provided, however, that any such Lien shall be limited to all or part
         of the same Property that secured the original

                                       16
<PAGE>

         Lien (together with improvements and accessions to such Property) and
         the aggregate principal amount of Debt that is secured by such Lien
         shall not be increased to an amount greater than the sum of:

                           (1) the outstanding principal amount, or, if greater,
                  the committed amount, of the Debt secured by Liens described
                  under clause (b), (f), (g), or (j) above, as the case may be,
                  at the time the original Lien became a Permitted Lien under
                  this Indenture, and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, incurred by the
                  Company or such Restricted Subsidiary in connection with such
                  Refinancing;

                  (m) Liens arising by reason of any netting or set-off
         arrangement entered into in the ordinary course of banking or other
         trading activities;

                  (n) Liens, security interests, encumbrances or any other
         matters of record that have been placed by any third party on property
         over which the Company or any Restricted Subsidiary has easements
         rights or on any leased property and subordination or similar
         agreements relating thereto;

                  (o) Liens securing Debt under any Hedging Obligation that is
         permitted to be Incurred under Section 4.09; and

                  (p) Liens incurred by the Company or any Restricted Subsidiary
         not otherwise described in clauses (a) through (o) above with respect
         obligations that do not exceed $15.0 million in the aggregate at any
         time outstanding.

                  "Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, including any successive Refinancings, so long as:

                  (a) such Debt is in an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1) the aggregate principal amount (or if Incurred
                  with original issue discount, the aggregate accreted value)
                  then outstanding of the Debt being Refinanced, and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, related to such
                  Refinancing,

                  (b) the Average Life of such Debt is equal to or greater than
         the Average Life of the Debt being Refinanced,

                  (c) the Stated Maturity of such Debt is no earlier than the
         Stated Maturity of the Debt being Refinanced, and

                  (d) the new Debt shall not be senior in right of payment to
         the Debt that is being Refinanced;

provided, however, that Permitted Refinancing Debt shall not include:

                  (x) Debt of a Subsidiary that is not a Subsidiary Guarantor
         that Refinances Debt of the Company or a Subsidiary Guarantor, or

                  (y) Debt of the Company or a Restricted Subsidiary that
         Refinances Debt of an Unrestricted Subsidiary.

                  "Person" means any individual, corporation, company (including
any limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political

                                       17
<PAGE>

subdivision thereof or any other entity.

                  "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same Debt as that evidenced by such
particular Note; and any Note authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same
Debt as the lost, destroyed or stolen Note.

                  "Preferred Stock" of any Person means any Capital Stock of a
Person, however designated, which entitles the holder thereof to a preference
with respect to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of any other class of Capital Stock issued by such Person.

                  "Preferred Stock Dividends" means all dividends with respect
to Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend
shall be equal to the quotient of such dividend divided by the difference
between one and the maximum statutory federal income rate (expressed as a
decimal number between one and zero) then applicable to the issuer of such
Preferred Stock.

                  "Private Placement Legend" means the legend set forth in
Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture
except as otherwise permitted by the provisions of this Indenture.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof, a calculation performed in
accordance with Article 11 of Regulation S-X promulgated under the Securities
Act, as interpreted in good faith by the Board of Directors after consultation
with the independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Board of Directors after consultation with
the independent certified public accountants of the Company, as the case may be.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                  "Purchase Money Debt" means Debt:

                  (a) consisting of the deferred purchase price of Property,
         conditional sale obligations, obligations under any title retention
         agreement, other purchase money obligations and obligations in respect
         of industrial revenue bonds, in each case where the maturity of such
         Debt does not exceed the anticipated useful life of the Property being
         financed, and

                  (b) Incurred to finance the acquisition, construction or lease
         by the Company or a Restricted Subsidiary of such Property, including
         additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

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

                  "Refinance" means, in respect of any Debt, to refinance,
extend, renew, refund, Repay, or to issue other Debt, in exchange or replacement
for, such Debt. "Refinanced" and "Refinancing" shall have correlative meanings.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date, among the Company, the Subsidiary
Guarantors and the initial purchasers named therein, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company
and the other parties thereto, as such agreement(s) may

                                       18
<PAGE>

be amended, modified or supplemented from time to time, relating to rights given
by the Company to the purchasers of Additional Notes to register such Additional
Notes, or exchange such Additional Notes for registered Notes, under the
Securities Act.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the date specified on the face of the Note.

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

                  "Regulation S Global Note" means a Global Note in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount of the Notes
sold for initial resale in reliance on Rule 904 of Regulation S.

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt, including
through open-market purchases. "Repayment" and "Repaid" shall have correlative
meanings. For purposes of Section 4.12 and the definition of "Consolidated
Interest Coverage Ratio," Debt shall be considered to have been Repaid only to
the extent the related loan commitment, if any, shall have been permanently
reduced in connection therewith.

                  "Responsible Officer," when used with respect to the Trustee,
any vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated with
the corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such person's knowledge of and
familiarity with the particular subject.

                  "Restricted Definitive Note" means one or more Definitive
Notes bearing the Private Placement Legend.

                  "Restricted Global Notes" means 144A Global Notes, IAI Global
Notes and Regulation S Global Notes.

                  "Restricted Payment" means

                  (a) any dividend or distribution (whether made in cash,
         securities or other Property) declared or paid on or with respect to
         any shares of Capital Stock of the Company or any Restricted Subsidiary
         (including any payment in connection with any merger or consolidation
         with or into the Company or any Restricted Subsidiary), except for any
         dividend or distribution that is made solely to the Company or a
         Restricted Subsidiary (and, if such Restricted Subsidiary is not a
         Wholly Owned Restricted Subsidiary, to the other stockholders of such
         Restricted Subsidiary on a pro rata basis or on a basis that results in
         the receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis) or any dividend or distribution payable solely in shares of
         Capital Stock (other than Disqualified Stock) of the Company;

                  (b) the purchase, repurchase, redemption, acquisition or
         retirement for value of any Capital Stock of the Company or any
         Restricted Subsidiary (other than from the Company or a Restricted
         Subsidiary and other than for or into Capital Stock of the Company that
         is not Disqualified Stock);

                  (c) the purchase, repurchase, redemption, acquisition or
         retirement for value, prior to the date for any scheduled maturity,
         sinking fund or amortization or other installment payment, of any
         Subordinated Obligation (other than the purchase, repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity, sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition); or

                  (d)  any Investment (other than Permitted Investments) in any
         Person.

                                       19
<PAGE>

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

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

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

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

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

                  "S&P" means Standard & Poor's Ratings Services or any
successor to the rating agency business thereof.

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and
the Company or a Restricted Subsidiary leases it from such Person.

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

                  "Senior Debt" of the Company means:

                  (a) all obligations consisting of the principal, premium, if
         any, and accrued and unpaid interest (including interest accruing on or
         after the filing of any petition in bankruptcy or for reorganization
         relating to the Company to the extent post-filing interest is allowed
         in such proceeding) in respect of:

                           (1) Debt of the Company for borrowed money, and

                           (2) Debt of the Company evidenced by notes,
                  debentures, bonds or other similar instruments permitted under
                  this Indenture for the payment of which the Company is
                  responsible or liable;

                  (b) all Capital Lease Obligations of the Company and all
         Attributable Debt in respect of Sale and Leaseback Transactions entered
         into by the Company;

                  (c)  all obligations of the Company

                           (1) for the reimbursement of any obligor on any
                  letter of credit, bankers' acceptance or similar credit
                  transaction,

                           (2)  under Hedging Obligations, or

                           (3) issued or assumed as the deferred purchase price
                  of Property and all conditional sale obligations of the
                  Company and all obligations under any title retention
                  agreement permitted under this Indenture; and

                  (d) all obligations of other Persons of the type referred to
         in clauses (a), (b) and (c) for the payment of which the Company is
         responsible or liable as Guarantor;

provided, however, that Senior Debt shall not include:

                  (A) Debt of the Company that is by its terms subordinate in
         right of payment to the Notes, including any Subordinated Obligations;

                  (B) any Debt Incurred in violation of the provisions of this
         Indenture;

                                       20
<PAGE>

                  (C) accounts payable or any other obligations of the Company
         to trade creditors created or assumed by the Company in the ordinary
         course of business in connection with the obtaining of materials or
         services (including Guarantees thereof or instruments evidencing such
         liabilities);

                  (D) any liability for Federal, state, local or other taxes
         owed or owing by the Company;

                  (E) any obligation of the Company to any Subsidiary; or

                  (F) any obligations with respect to any Capital Stock of the
         Company.

                  "Senior Debt" of any Subsidiary Guarantor has a correlative
meaning.

                  "Shelf Registration Statement" means the registration
statement relating to the registration of the Notes under Rule 415 of the
Securities Act, as may be set forth in Registration Rights Agreement.

                  "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Special Interest" means the additional interest, if any, to
be paid on the Notes pursuant to the Registration Rights Agreement.

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

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the Notes or the
applicable Subsidiary Guaranty pursuant to a written agreement to that effect.

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which at least a majority of the total
voting power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                  (a) such Person,

                  (b) such Person and one or more Subsidiaries of such Person,
         or

                  (c) one or more Subsidiaries of such Person.

                  "Subsidiary Guarantor" means each of Inventory Locator
Service, LLC, Aviall Services, Inc., Aviall Product Repair Services, Inc.,
Aviall Japan Limited, Inventory Locator Service-UK, Inc. and any other Person
that becomes a Subsidiary Guarantor pursuant to Section 4.19.

                  "Subsidiary Guaranty" means a Guarantee on the terms set forth
in this Indenture by a Subsidiary Guarantor of the Company's obligations with
respect to the Notes.

                  "TIA" means the Trust Indenture Act of 1939, as amended, and
the rules and regulations thereunder.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                                       21
<PAGE>

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

                  "Unrestricted Global Notes" means one or more Global Notes
that do not and are not required to bear the Private Placement Legend and are
deposited with and registered in the name of the Depositary or its nominee.

                  "Unrestricted Subsidiary" means:

                  (a) any Subsidiary of the Company that is designated after the
         Issue Date as an Unrestricted Subsidiary as permitted or required
         pursuant to Section 4.17 and is not thereafter redesignated as a
         Restricted Subsidiary as permitted pursuant thereto; and

                  (b)  any Subsidiary of an Unrestricted Subsidiary.

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

                  "Voting Stock" of any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares) is at such time owned, directly or indirectly, by the Company
and its other Wholly Owned Subsidiaries.

Section 1.02.     OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                      Defined in
         Term                                                           Section
         ----                                                           -------
<S>                                                                   <C>
"Affiliate Transaction".........................................          4.14
"Authentication Order"..........................................          2.02
"Bankruptcy Provisions".........................................          6.01
"Benefited Party"...............................................         10.01
"Change of Control Offer".......................................          4.18
"Change of Control Purchase Price"..............................          4.18
"Cross Acceleration Provisions".................................          6.01
"Covenant Defeasance"...........................................          8.03
"DTC"...........................................................          2.03
"Event of Default"..............................................          6.01
"Guaranty Provisions"...........................................          6.01
"Judgment Default Provisions"...................................          6.01
"Legal Defeasance"..............................................          8.02
"losses"........................................................          7.07
"Offer Amount"..................................................          3.09
"Offer Period"..................................................          3.09
"Offer to Purchase".............................................          3.09
"Paying Agent"..................................................          2.03
"Prepayment Offer"..............................................          4.12
"Purchase Date".................................................          3.09
"Purchase Price"................................................          3.09
"Registrar".....................................................          2.03
"Security Register".............................................          3.03
"Surviving Person"..............................................          5.01
</TABLE>

                                       22
<PAGE>

Section 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

                  "indenture securities" means the Notes and the Subsidiary
                  Guaranties;

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

                  "indenture to be qualified" means this Indenture;

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

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

                  (c) All other terms used in this Indenture that are defined by
       the TIA, defined by TIA reference to another statute or defined by
       Commission rule under the TIA and not otherwise defined herein have the
       meanings so assigned to them either in the TIA or by such other statue or
       Commission rule, as applicable.

Section 1.04.     RULES OF CONSTRUCTION.

                  (a) Unless the context otherwise requires:

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

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

                      (iii) "or" is not exclusive;

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

                      (v) all references in this instrument to "Articles,"
               "Sections" and other subdivisions are to the designated Articles,
               Sections and subdivisions of this instrument as originally
               executed;

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

                      (vii) "including" means "including without limitation;"

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

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

                                       23
<PAGE>

                                   ARTICLE 2.

                                    THE NOTES

Section 2.01.     FORM AND DATING.

                  (a) GENERAL. The Notes and the Trustee's certificate of
     authentication shall be substantially in the form included in Exhibit A
     hereto, which is hereby incorporated in and expressly made part of this
     Indenture. The Notes may have notations, legends or endorsements required
     by law, exchange rule or usage in addition to those set forth on Exhibit A.
     Each Note shall be dated the date of its authentication. The Notes shall be
     in denominations of $1,000 and integral multiples thereof. The terms and
     provisions contained in the Notes shall constitute a part of this Indenture
     and the Company, the Subsidiary Guarantors and the Trustee, by their
     execution and delivery of this Indenture, expressly agree to such terms and
     provisions and to be bound thereby. To the extent any provision of any Note
     conflicts with the express provisions of this Indenture, the provisions of
     this Indenture shall govern and be controlling.

                  (b) FORM OF NOTES. Notes shall be issued initially in global
     form and shall be substantially in the form of Exhibit A attached hereto
     (including the Global Note Legend thereon and the "Schedule of Exchanges of
     Interests in the Global Note" attached thereto). Notes issued in definitive
     form shall be substantially in the form of Exhibit A attached hereto (but
     without the Global Note Legend thereon and without the "Schedule of
     Exchanges of Interests in the Global Note" attached thereto). Each Global
     Note shall represent such aggregate principal amount of the outstanding
     Notes as shall be specified therein and each shall provide that it shall
     represent the aggregate principal amount of outstanding Notes from time to
     time endorsed thereon and that the aggregate principal amount of
     outstanding Notes represented thereby may from time to time be reduced or
     increased, as appropriate, to reflect exchanges and redemptions and
     transfers of interests therein. Any endorsement of a Global Note to reflect
     the amount of any increase or decrease in the aggregate principal amount of
     outstanding Notes represented thereby shall be made by the Trustee or the
     Custodian, at the direction of the Trustee, in accordance with instructions
     given by the Holder thereof as required by Section 2.06 hereof.

                  (c) BOOK-ENTRY PROVISIONS. This Section 2.01(c) shall apply
     only to Global Notes deposited with the Trustee, as custodian for the
     Depositary. Participants and Indirect Participants shall have no rights
     under this Indenture or any Global Note with respect to any Global Note
     held on their behalf by the Depositary or by the Trustee as custodian for
     the Depositary, and the Depositary shall be treated by the Company, the
     Trustee and any agent of the Company or the Trustee as the absolute owner
     of such Global Note for all purposes whatsoever. Notwithstanding the
     foregoing, nothing herein shall prevent the Company, the Trustee or any
     agent of the Company or the Trustee from giving effect to any written
     certification, proxy or other authorization furnished by the Depositary or
     impair, as between the Depositary and its Participants or Indirect
     Participants, the Applicable Procedures or the operation of customary
     practices of the Depositary governing the exercise of the rights of a
     Holder of a beneficial interest in any Global Note.

                  (d) EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The
     provisions of the "Operating Procedures of the Euroclear System" and "Terms
     and Conditions Governing Use of Euroclear" and the "General Terms and
     Conditions of Clearstream" and "Customer Handbook" of Clearstream, or any
     successor publications, shall be applicable to transfers of beneficial
     interests in Global Notes that are held by Participants through Euroclear
     or Clearstream.

Section 2.02.     EXECUTION AND AUTHENTICATION.

                  (a) One Officer shall execute the Notes on behalf of the
     Company by manual or facsimile signature.

                  (b) If an Officer whose signature is on a Note no longer holds
     that office at the time a Note is authenticated by the Trustee, the Note
     shall nevertheless be valid.

                                       24
<PAGE>

                  (c) A Note shall not be valid until authenticated by the
     manual signature of the Trustee. The signature shall be conclusive evidence
     that the Note has been authenticated under this Indenture.

                  (d) The Trustee shall, upon a written order of the Company
     signed by an Officer (an "AUTHENTICATION ORDER"), authenticate Notes for
     original issue.

                  (e) The Trustee may appoint an authenticating agent acceptable
     to the Company to authenticate Notes. Unless otherwise provided in such
     appointment, an authenticating agent may authenticate Notes whenever the
     Trustee may do so. Each reference in this Indenture to authentication by
     the Trustee includes authentication by such agent. An authenticating agent
     shall have the same rights as an Agent with respect to Holders.

Section 2.03.     REGISTRAR AND PAYING AGENT.

                  (a) The Company shall maintain an office or agency where Notes
     may be presented for registration of transfer or for exchange ("REGISTRAR")
     and an office or agency where Notes may be presented for payment ("PAYING
     AGENT"). The Registrar shall keep a register of the Notes and of their
     transfer and exchange. The Company may appoint one or more co-registrars
     and one or more additional paying agents. The term "Registrar" includes any
     co-registrar and the term "Paying Agent" includes any additional paying
     agent. The Company may change any Paying Agent or Registrar without notice
     to any Holder. The Company shall notify the Trustee in writing of the name
     and address of any Agent not a party to this Indenture. If the Company
     fails to appoint or maintain another entity as Registrar or Paying Agent,
     the Trustee shall act as such. The Company or any of its Subsidiaries may
     act as Paying Agent or Registrar.

                  (b) The Company initially appoints The Depository Trust
     Company ("DTC") to act as Depositary with respect to the Global Notes.

                  (c) The Company initially appoints the Trustee to act as
     Registrar and Paying Agent and to act as Custodian with respect to the
     Global Notes, and the Trustee hereby agrees so initially to act.

Section 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium, if any, or interest on the Notes, and shall
notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all funds held by it relating to the Notes to the Trustee. The Company at any
time may require a Paying Agent to pay all funds held by it relating to the
Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if
other than the Company or a Subsidiary) shall have no further liability for such
funds. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all funds held
by it as Paying Agent. Upon any Event of Default under Section 6.01(a)(viii) or
(ix) hereof relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

Section 2.05.     HOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date or such shorter time as the Trustee may allow, as the Trustee may
reasonably require of the names and addresses of the Holders and the Company
shall otherwise comply with TIA Section 312(a).

Section 2.06.     TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may
     not be transferred as a whole except by the Depositary to a nominee of the
     Depositary, by a nominee of the Depositary to the Depositary

                                       25
<PAGE>
     or to another nominee of the Depositary, or by the Depositary or any such
     nominee to a successor Depositary or a nominee of such successor
     Depositary. The Company shall exchange Global Notes for Definitive Notes
     only if (1) the Company delivers to the Trustee notice from the Depositary
     that the Depositary is unwilling or unable to continue to act as Depositary
     for the Global Notes or that it has ceased to be a clearing agency
     registered under the Exchange Act and, in either case, a successor
     Depositary is not appointed by the Company within 120 days after the date
     of such notice from the Depositary or (2) the Company at its option
     determines that the Global Notes shall be exchanged for Definitive Notes
     and delivers a written notice to such effect to the Trustee; or (3) a
     Default Event of Default shall have occurred and be continuing. Upon the
     occurrence of any of the preceding events in clauses (1), (2) or (3) above,
     Definitive Notes shall be issued in denominations of $1,000 or integral
     multiples thereof and in such names as the Depositary shall instruct the
     Trustee in writing. Global Notes also may be exchanged or replaced, in
     whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as
     provided above every Note authenticated and delivered in exchange for, or
     in lieu of, a Global Note or any portion thereof, pursuant to this Section
     2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered
     in the form of, and shall be, a Global Note. A Global Note may not be
     exchanged for another Note other than as provided in this Section 2.06(a),
     and beneficial interests in a Global Note may not be transferred and
     exchanged other than as provided in Section 2.06(b), (c) or (f) hereof.

                  (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
     GLOBAL NOTES. The transfer and exchange of beneficial interests in the
     Global Notes shall be effected through the Depositary, in accordance with
     the provisions of this Indenture and the Applicable Procedures. Beneficial
     interests in the Restricted Global Notes shall be subject to restrictions
     on transfer comparable to those set forth herein to the extent required by
     the Securities Act. Transfers of beneficial interests in Global Notes also
     shall require compliance with either clause (i) or (ii) below, as
     applicable, as well as one or more of the other following clauses, as
     applicable:

              (i)          Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend and any Applicable Procedures. Beneficial interests in any
         Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(i).

              (ii)         All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (B)(1)
         above. Upon consummation of an Exchange Offer by the Company in
         accordance with Section 2.06(f) hereof, the requirements of this
         Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt
         by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the Holder of such beneficial interests in the
         Restricted Global Notes. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

              (iii)        Transfer of Beneficial Interests in a Restricted
         Global Note to Another Restricted Global Note. A beneficial interest in
         any Restricted Global Note may be transferred to a Person who takes
         delivery thereof in the form of a beneficial interest in another
         Restricted Global Note if the transfer complies with the requirements
         of Section 2.06(b)(ii) above and the Registrar receives the following:

                                       26
<PAGE>

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

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

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

              (iv)         Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any Holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note only if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with a Registration Rights
                  Agreement and Section 2.06(f) hereof and the Holder of the
                  beneficial interest to be transferred, in the case of an
                  exchange, or the transferee, in the case of a transfer, makes
                  any and all certifications required in the applicable Letter
                  of Transmittal (or is deemed to have made such certifications
                  if delivery is made through the Applicable Procedures) as may
                  be required by such Registration Rights Agreement;

                           (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with a Registration
                  Rights Agreement and a certificate in the form of Exhibit B
                  hereto, including the certifications in item (3)(b) thereof,
                  is delivered by the transferor;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement and a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (3)(b) thereof, is delivered by the
                  transferor; or

                           (D) the Registrar receives the following:

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

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

                  and, in each such case set forth in this clause (D), if the
                  Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar and the Company to the effect that such
                  exchange or transfer complies with the Securities Act and that

                                       27
<PAGE>

                  the restrictions on transfer contained herein and in the
                  Private Placement Legend are no longer required in order to
                  maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to clause (B) or (D)
         above at a time when an Unrestricted Global Note has not yet been
         issued, the Company shall execute and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the aggregate principal amount of
         beneficial interests transferred pursuant to clause (B) or (D) above.

               (v)             Transfer or Exchange of Beneficial Interests in
         Unrestricted Global Notes for Beneficial Interests in Restricted Global
         Notes Prohibited. Beneficial interests in an Unrestricted Global Note
         may not be exchanged for, or transferred to Persons who take delivery
         thereof in the form of, beneficial interests in a Restricted Global
         Note.

                  (c)TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE
          NOTES.

               (i)             Beneficial Interests in Restricted Global Notes
         to Restricted Definitive Notes. Subject to Section 2.06(a) hereof, if
         any Holder of a beneficial interest in a Restricted Global Note
         proposes to exchange such beneficial interest for a Restricted
         Definitive Note or to transfer such beneficial interest to a Person who
         takes delivery thereof in the form of a Restricted Definitive Note,
         then, upon receipt by the Registrar of the following documentation:

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

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

                           (C) if such beneficial interest is being transferred
                  to a "non-U.S. Person" (as defined in Section 902(a) of
                  Regulation S in an offshore transaction in accordance with
                  Rule 903 or Rule 904, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (2)
                  thereof;

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

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

         the Trustee shall reduce or cause to be reduced in a corresponding
         amount pursuant to Section 2.06(h) hereof the aggregate principal
         amount of the applicable Restricted Global Note, and the Company shall
         execute and, upon receipt of an Authentication Order in accordance with
         Section 2.02 hereunder the Trustee shall authenticate and deliver a
         Restricted Definitive Note in the appropriate principal amount to the
         Person designated in the instructions. Any Restricted Definitive Note
         issued in exchange for a beneficial interest in a Restricted Global
         Note pursuant to this Section 2.06(c)(i) shall be registered in such
         name or names and in such authorized denomination or denominations as
         the Holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the applicable Participant

                                       28
<PAGE>

         or Indirect Participant on behalf of such Holder. The Trustee shall
         deliver such Restricted Definitive Notes to the Persons in whose names
         such Notes are so registered. Any Restricted Definitive Note issued in
         exchange for a beneficial interest in a Restricted Global Note pursuant
         to this Section 2.06(c)(i) shall bear the Private Placement Legend and
         shall be subject to all restrictions on transfer contained therein.

               (ii)            Beneficial Interests in Restricted Global Notes
         to Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, a
         Holder of a beneficial interest in a Restricted Global Note may
         exchange such beneficial interest for an Unrestricted Definitive Note
         or may transfer such beneficial interest to a Person who takes delivery
         thereof in the form of an Unrestricted Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer in accordance with a Registration Rights
                  Agreement and Section 2.06(f) hereof and the Holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, makes any and all
                  certifications in the applicable Letter of Transmittal (or is
                  deemed to have made such certifications if delivery is made
                  through the Applicable Procedures) as may be required by such
                  Registration Rights Agreement;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with a Registration
                  Rights Agreement and a certificate in the form of Exhibit B
                  hereto, including the certifications in item 3(b) thereof, is
                  delivered by the transferor;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement and a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item 3(b) thereof, is delivered by the
                  transferor; or

                           (D) the Registrar receives the following:

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

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

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

                  Upon satisfaction of the conditions of any of the clauses in
         this Section 2.06(c)(ii), the Trustee shall reduce or cause to be
         reduced in a corresponding amount pursuant to Section 2.06(h) hereof
         the aggregate principal amount of the applicable Restricted Global
         Note, and the Company shall execute and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate and deliver an Unrestricted Definitive Note
         in the appropriate principal amount to the Person designated by the
         Holder of such beneficial interest in instructions delivered to the
         Registrar by the Depositary and the applicable Participant or Indirect
         Participant on behalf of such Holder. Any Unrestricted Definitive Note
         issued in exchange for a beneficial interest in a Restricted Global
         Note pursuant to this Section 2.06(c)(ii) shall be registered in such
         name or names and in such authorized

                                       29
<PAGE>

         denomination or denominations as the Holder of such beneficial interest
         shall instruct the Registrar through instructions from the Depositary
         and the applicable Participant. The Trustee shall deliver such
         Unrestricted Definitive Notes to the Persons in whose names such Notes
         are so registered.

               (iii)           Beneficial Interests in Unrestricted Global Notes
         to Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if
         any Holder of a beneficial interest in an Unrestricted Global Note
         proposes to exchange such beneficial interest for an Unrestricted
         Definitive Note or to transfer such beneficial interest to a Person who
         takes delivery thereof in the form of an Unrestricted Definitive Note,
         then, upon satisfaction of the applicable conditions set forth in
         Section 2.06(b)(ii) hereof, the Trustee shall reduce or cause to be
         reduced in a corresponding amount pursuant to Section 2.06(h) hereof
         the aggregate principal amount of the applicable Unrestricted Global
         Note, and the Company shall execute and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate and deliver an Unrestricted Definitive Note
         in the appropriate principal amount to the Person designated by the
         Holder of such beneficial interest in instructions delivered to the
         Registrar by the Depositary and the applicable Participant or Indirect
         Participant on behalf of such Holder. Any Unrestricted Definitive Note
         issued in exchange for a beneficial interest pursuant to this Section
         2.06(c)(iii) shall be registered in such name or names and in such
         authorized denomination or denominations as the Holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depository and the applicable Participant or Indirect
         Participant. The Trustee shall deliver such Unrestricted Definitive
         Notes to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iii) shall not bear the Private Placement
         Legend.

                  (d) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
         INTERESTS.

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

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

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

                           (C) if such Restricted Definitive Note is being
                  transferred to a "non-U.S. Person" (as defined in Rule 902(a)
                  of Regulation S) in an offshore transaction in accordance with
                  Rule 903 or Rule 904, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (2)
                  thereof;

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

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

                                       30
<PAGE>

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased in a corresponding amount pursuant to Section
         2.06(h) hereof the aggregate principal amount of, in the case of clause
         (A) above, the appropriate Restricted Global Note, in the case of
         clause (B) above, a 144A Global Note, in the case of clause (C) above,
         a Regulation S Global Note, and in all other cases, an IAI Global Note.

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

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer in accordance with a Registration Rights
                  Agreement and Section 2.06 hereof and the Holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, makes any and all
                  certifications in the applicable Letter of Transmittal (or is
                  deemed to have made such certifications if delivery is made
                  through the Applicable Procedures) as may be required by such
                  Registration Rights Agreement);

                           (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with a Registration
                  Rights Agreement and a certificate in the form of Exhibit B
                  hereto, including the certifications in item 3(b) thereof, is
                  delivered by the transferor;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement and a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item 3(b) thereof, is delivered by the
                  transferor; or

                           (D) the Registrar receives the following:

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

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

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

                  Upon satisfaction of the conditions of any of the clauses in
         this Section 2.06(d)(ii), and the receipt by the Registrar of the
         Restricted Definitive Note duly endorsed or accompanied by a written
         instruction of transfer in form satisfactory to the Registrar duly
         executed by the Holder of the Restricted Definitive Note, the Trustee
         shall cancel such Restricted Definitive Note and increase or cause to
         be increased in corresponding amount pursuant to Section 2.06(h) hereof
         the aggregate principal amount of the Unrestricted Global Note.

               (iii)           Unrestricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of an Unrestricted
         Definitive Note may exchange such Note for a beneficial interest in an

                                       31
<PAGE>

         Unrestricted Global Note or transfer such Unrestricted Definitive Note
         to a Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note at any time. Upon receipt of a
         request for such an exchange or transfer and the receipt by the
         Registrar of the Unrestricted Definitive Note duly endorsed or
         accompanied by a written instruction of transfer in form satisfactory
         to the Registrar duly executed by the Holder of the Unrestricted
         Definitive Note, the Trustee shall cancel the applicable Unrestricted
         Definitive Note and increase or cause to be increased in corresponding
         amount pursuant to Section 2.06(h) hereof the aggregate principal
         amount of one of the Unrestricted Global Notes.

                  (iv)        Transfer or Exchange of Unrestricted Definitive
         Notes to Beneficial Interests in Restricted Global Notes Prohibited. An
         Unrestricted Definitive Note may not be exchanged for, or transferred
         to Persons who take delivery thereof in the form of, beneficial
         interests in a Restricted Global Note.

                  (v)         Issuance of Unrestricted Global Notes. If any such
         exchange or transfer of a Definitive Note for a beneficial interest in
         an Unrestricted Global Note is effected pursuant to clause (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

                  (e) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE
     NOTES. Upon request by a Holder of Definitive Notes and such Holder's
     compliance with the provisions of this Section 2.06(e), the Registrar shall
     register the transfer or exchange of Definitive Notes. Prior to such
     registration of transfer or exchange, the requesting Holder shall present
     or surrender to the Registrar the Definitive Notes duly endorsed or
     accompanied by a written instruction of transfer in form satisfactory to
     the Registrar duly executed by such Holder. In addition, the requesting
     Holder shall provide any additional certifications, documents and
     information, as applicable, required pursuant to the following provisions
     of this Section 2.06(e).

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

                           (A) if the transfer will be made to a QIB pursuant to
                  Rule 144A, a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

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

                           (C) if the transfer will be made to an Institutional
                  Accredited Investor pursuant to any other exemption from the
                  registration requirements of the Securities Act other than
                  those listed in clauses (A) or (B) above, a certificate in the
                  form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)(c)
                  thereof, or

                           (D) if the transfer will be made to the Company or
                  any of its Subsidiaries, a certificate to that effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof.

                  Upon satisfaction of the conditions of any of the clauses of
                  this Section 2.06(e)(i) the Trustee shall cancel the prior
                  Restricted Definitive Note and the Company shall execute, and,
                  upon receipt of an Authentication Order in accordance with
                  Section 2.02 hereof, the Trustee shall authenticate and
                  deliver a Restricted Definitive Note in the appropriate
                  principal amount to the Person designated by the Holder of
                  such prior Restricted Definitive Note in instructions
                  delivered to the Registrar by

                                       32
<PAGE>

                  such Holder. Any Restricted Definitive Note issued in exchange
                  for a Restricted Definitive Note pursuant to this Section
                  2.06(e)(i) shall be registered in such name or names and in
                  such authorized denomination or denominations as the Holder of
                  such beneficial interest shall instruct the Registrar through
                  instructions from the Depositary and the applicable
                  Participant or Indirect Participant. The Trustee shall deliver
                  such Restricted Definitive Notes to the Persons in whose names
                  such Notes are so registered.

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

                           (A) such exchange or transfer is effected pursuant to
                  an Exchange Offer in accordance with a Registration Rights
                  Agreement and the Holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, makes any and all certifications in the applicable
                  Letter of Transmittal (or is deemed to have made such
                  certifications if delivery is made through the Applicable
                  Procedures) as may be required by a Registration Rights
                  Agreement;

                           (B) any such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with a Registration
                  Rights Agreement and a certificate in the form of Exhibit B
                  hereto, including the certifications in item 3(b) thereof, is
                  delivered by the transferor;

                           (C) any such transfer is effected by a broker-dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with a Registration Rights Agreement and a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item 3(b) thereof, is delivered by the
                  transferor; or

                           (D) the Registrar receives the following:

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

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

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

                  Upon satisfaction of the conditions of any of the clauses of
                  this Section 2.06(e)(ii) the Trustee shall cancel the prior
                  Restricted Definitive Note and the Company shall execute, and,
                  upon receipt of an Authentication Order in accordance with
                  Section 2.02 hereof, the Trustee shall authenticate and
                  deliver an Unrestricted Definitive Note in the appropriate
                  principal amount to the Person designated by the Holder of
                  such prior Restricted Definitive Note in instructions
                  delivered to the Registrar by such Holder. Any Unrestricted
                  Definitive Note issued in exchange for a Restricted Definitive
                  Note pursuant to this Section 2.06(e)(ii) shall be registered
                  in such name or names and in such authorized denomination or
                  denominations as the Holder of such beneficial interest shall
                  instruct the Registrar through instructions from the
                  Depositary and the applicable Participant or

                                       33
<PAGE>

                  Indirect Participant. The Trustee shall deliver such
                  Restricted Definitive Notes to the Persons in whose names such
                  Notes are so registered.

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

                  (f) EXCHANGE OFFER. Upon the occurrence of the Exchange Offer
     in accordance with the Registration Rights Agreement, the Company shall
     issue and, upon receipt of an Authentication Order in accordance with
     Section 2.02 hereof, the Trustee shall authenticate (i) one or more
     Unrestricted Global Notes in an aggregate principal amount equal to the sum
     of (A) the principal amount of the beneficial interests in the Restricted
     Global Notes exchanged or transferred for beneficial interests in
     Unrestricted Global Notes in connection with the Exchange Offer pursuant to
     Section 2.06(b)(iv) and (B) the principal amount of Restricted Definitive
     Notes exchanged or transferred for beneficial interests in Unrestricted
     Global Notes in connection with the Exchange Offer pursuant to Section
     2.06(d)(ii), in each case (A) tendered for acceptance by Persons that
     certify in the applicable Letters of Transmittal (or are deemed to have
     made such certifications if delivery is made through the Applicable
     Procedures) that (x) they are not broker-dealers, (y) they are not
     participating in a distribution of the Exchange Notes and (z) they are not
     affiliates (as defined in Rule 144) of the Company, and (B) accepted for
     exchange in such Exchange Offer and (ii) Unrestricted Definitive Notes in
     an aggregate principal amount equal to the sum of (A) the principal amount
     of the Restricted Definitive Notes exchanged or transferred for
     Unrestricted Definitive Notes in connection with the Exchange Offer
     pursuant to Section 2.06(e)(ii) and (B) the principal amount of the
     beneficial interests in the Restricted Global Notes exchanged or
     transferred for Unrestricted Definitive Notes in connection with the
     Exchange Offer pursuant to Section 2.06(c)(ii), in each case tendered for
     acceptance by Persons who made the foregoing certifications and accepted
     for exchange in the Exchange Offer. Concurrently with the issuance of such
     Notes, the Trustee shall cancel any Definitive Notes so surrendered and
     reduce or cause to be reduced in a corresponding amount the aggregate
     principal amount of the applicable Restricted Global Notes, and (i) the
     Company shall execute and, upon receipt of an Authentication Order in
     accordance with Section 2.02 hereof, the Trustee shall authenticate and
     deliver to the Persons designated by the Holders of Restricted Definitive
     Notes and beneficial interests in Restricted Global Notes so accepted
     Unrestricted Definitive Notes in the appropriate principal amount and (ii)
     the Trustee shall adjust the principal amount of the relevant Restricted
     Global Notes pursuant to Section 2.06(h) hereof.

                  (g) LEGENDS. The following legends shall appear on the face of
     all Global Notes and Definitive Notes issued under this Indenture unless
     specifically stated otherwise in the applicable provisions of this
     Indenture.

               (i)             Private Placement Legend.

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

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION

                                       34
<PAGE>


STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE OF THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to clauses (b)(iv), (c)(ii),
                  (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
                  Section 2.06 (and all Notes issued in exchange therefor or
                  substitution thereof) shall not bear the Private Placement
                  Legend.

               (ii)            Global Note Legend. Each Global Note shall bear a
         legend in substantially the following form:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN."

                  (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
     time as all beneficial interests in a particular Global Note have been
     exchanged for Definitive Notes or a particular Global Note has been

                                       35
<PAGE>
     redeemed, repurchased or cancelled in whole and not in part, each such
     GlobalNote shall be returned to or retained and cancelled by the Trustee in
     accordance with Section 2.11 hereof. At any time prior to such
     cancellation, if any beneficial interest in a Global Note is exchanged for
     or transferred to a Person who will take delivery thereof in the form of a
     beneficial interest in another Global Note or for Definitive Notes, the
     aggregate principal amount of Notes represented by such Global Note shall
     be reduced accordingly and an endorsement shall be made on such Global Note
     by the Trustee or by the Depositary at the direction of the Trustee to
     reflect such reduction; and if the beneficial interest is being exchanged
     for or transferred to a Person who will take delivery thereof in the form
     of a beneficial interest in another Global Note, aggregate principal amount
     of Notes represented by such other Global Note shall be increased
     accordingly and an endorsement shall be made on such Global Note by the
     Trustee or by the Depositary at the direction of the Trustee to reflect
     such increase.

                  (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

               (i)             No service charge shall be made to a Holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.18 and
         9.05 hereof).

               (ii)            All Global Notes and Definitive Notes issued upon
         any registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt as the Global Notes or Definitive Notes surrendered upon such
         registration of transfer or exchange and shall be entitled to all of
         the benefits of this Indenture equally and proportionately with all
         other Notes duly issued hereunder.

               (iii)           Neither the Registrar nor the Company shall be
         required (A) to issue, to register the transfer of or to exchange any
         Notes during a period beginning at the opening of business 15 days
         before the day of any selection of Notes for redemption under Section
         3.02 hereof and ending at the close of business on the date of
         selection, (B) to register the transfer of or to exchange any Note so
         selected for redemption in whole or in part, except the unredeemed
         portion of any Note being redeemed in part or (C) to register the
         transfer of or to exchange a Note between a record date (including a
         Regular Record Date) and the next succeeding Interest Payment Date.

               (iv)            Prior to due presentment for the registration of
         a transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Note and for all other purposes, in
         each case regardless of any notice to the contrary.

               (v)             All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

               (vi)            The Trustee is hereby authorized and directed to
         enter into a letter of representation with the Depositary in the form
         provided by the Company and to act in accordance with such letter.

Section 2.07.     REPLACEMENT NOTES.

                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
shall authenticate a replacement Note. If required by the Trustee or the
Company, the Holder of such Note shall provide indemnity sufficient, in the
judgment of the Trustee or the Company, as applicable, to protect the Company,
the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer in connection with such replacement. If required by the Company
such Holder shall reimburse the Company for its reasonable expenses in
connection with such replacement.

                                       36
<PAGE>

                  Every replacement Note issued in accordance with this Section
     2.07 shall be the valid obligation of the Company, evidencing the same debt
     as the destroyed, lost or stolen Note, and shall be entitled to all of the
     benefits of this Indenture equally and proportionately with all other Notes
     duly issued hereunder.

Section 2.08.     OUTSTANDING NOTES.

                  (a) The Notes outstanding at any time shall be the entire
     principal amount of Notes represented by all the Global Notes and
     Definitive Notes authenticated by the Trustee except for those cancelled by
     it, those delivered to it for cancellation, those subject to reductions in
     beneficial interests effected by the Trustee in accordance with Section
     2.06 hereof, and those described in this Section 2.08 as not outstanding.
     Except as set forth in Section 2.09 hereof, a Note shall not cease to be
     outstanding because the Company or an Affiliate of the Company holds the
     Note; provided, however, that Notes held by the Company or a Subsidiary of
     the Company shall be deemed not to be outstanding for purposes of Section
     3.07(c) hereof.

                  (b) If a Note is replaced pursuant to Section 2.07 hereof, it
     shall cease to be outstanding unless the Trustee receives proof
     satisfactory to it that the replaced Note is held by a bona fide purchaser.

                  (c) If the principal amount of any Note is considered paid
     under Section 4.01 hereof, it shall cease to be outstanding and interest on
     it shall cease to accrue.

                  (d) If the Paying Agent (other than the Company, a Subsidiary
     or an Affiliate of any thereof) holds, on a redemption date, a Purchase
     Date or maturity date, funds sufficient to pay Notes payable on that date,
     then on and after that date such Notes shall be deemed to be no longer
     outstanding and shall cease to accrue interest.

Section 2.09.     TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Affiliate of the Company, shall be considered as
though 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 that a Responsible Officer of the Trustee knows are so owned shall be
so disregarded.

Section 2.10.     TEMPORARY NOTES.

                  Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Definitive Notes but may
have variations that the Company considers appropriate for temporary Notes and
as shall be reasonably acceptable to the Trustee. Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate Global Notes or
Definitive Notes in exchange for temporary Notes, as applicable.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

Section 2.11.     CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
upon direction by the Company, shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of cancelled Notes (subject to the record retention requirements
of the Exchange Act or other applicable laws). Certification of the destruction
of all cancelled Notes shall be delivered to the Company from time to time upon
request. The Company may not issue new Notes to replace Notes that it has paid
or that have been delivered to the Trustee for cancellation.

                                       37
<PAGE>

Section 2.12.     DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related Interest Payment
Date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related Interest
Payment Date and the amount of such interest to be paid.

Section 2.13.     CUSIP OR ISIN NUMBERS.

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

Section 2.14.     SPECIAL INTEREST.

                  If Special Interest is payable by the Company pursuant to a
Registration Rights Agreement and paragraph 1 of the Notes, the Company shall
deliver to the Trustee a certificate to that effect stating (i) the amount of
such Special Interest that is payable and (ii) the date on which such interest
is payable pursuant to Section 4.01 hereof. Unless and until a Responsible
Officer of the Trustee receives such a certificate or instruction or direction
from the Holders in accordance with the terms of this Indenture, the Trustee may
assume without inquiry that no Special Interest is payable. The foregoing shall
not prejudice the rights of the Holders with respect to their entitlement to
Special Interest as otherwise set forth in this Indenture or the Notes and
pursuing any action against the Company directly or otherwise directing the
Trustee to take any such action in accordance with the terms of this Indenture
and the Notes. If the Company has paid Special Interest directly to the Persons
entitled to it, the Company shall deliver to the Trustee an Officers'
Certificate setting forth the details of such payment.

Section 2.15.     ISSUANCE OF ADDITIONAL NOTES.

                  The Company shall be entitled, subject to its compliance with
Section 4.09 hereof, to issue Additional Notes under this Indenture which shall
have identical terms as the Initial Notes issued on the date hereof, other than
with respect to the date of issuance, issue price and rights under a related
Registration Rights Agreement, if any. The Initial Notes issued on the date
hereof, any Additional Notes and all Exchange Notes issued in exchange therefor
shall be treated as a single class for all purposes under this Indenture,
including without limitation, directions, waivers, consents, redemptions and
Offers to Purchase.

                  With respect to any Additional Notes, the Company shall set
forth in a Board Resolution and an Officers' Certificate, a copy of each of
which shall be delivered to the Trustee, the following information:

                  (a) the aggregate principal amount of such Additional Notes to
     be authenticated and delivered pursuant to this Indenture;

                  (b) the issue price, the issue date and the CUSIP and/or ISIN
     number of such Additional Notes; provided, however, that no Additional
     Notes may be issued at a price that would cause such Additional Notes to
     have "original issue discount" within the meaning of Section 1273 of the
     Code, other than a de minimis original issue discount within the meaning of
     Section 1273 of the Code; and

                                       38
<PAGE>

                  (c) whether such Additional Notes shall be subject to the
     restrictions on transfer set forth in Section 2.06 hereof relating to
     Restricted Global Notes and Restricted Definitive Notes.

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

Section 3.01.     NOTICES TO TRUSTEE.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date (or such
shorter period as allowed by the Trustee) an Officers' Certificate setting forth
(i) the applicable section of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

Section 3.02.     SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed among the Holders of the Notes
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee considers fair and appropriate. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or integral multiples
of $1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not an integral
multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, 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 prior to a
redemption date, the Company shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Notes are to be redeemed at
such Holder's registered address appearing in the securities register maintained
in respect of the Notes by the Registrar (the "SECURITY REGISTER").

                  The notice shall identify the Notes to be redeemed and shall
     state:

                  (a) the redemption date;

                  (b) the redemption price or if the redemption is made pursuant
     to Section 3.07(b) hereof a calculation of the redemption price;

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

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

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

                                       39
<PAGE>

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

                  (g) the applicable section of this Indenture pursuant to which
     the Notes called for redemption are being redeemed; and

                  (h) that no representation is made as to the correctness of
     the CUSIP or ISIN number, if any, listed in such notice or printed on the
     Notes.

                  At the Company's request, the Trustee shall give the notice of
     redemption in the Company's name and at its expense; provided, however,
     that the Company shall have delivered to the Trustee, at least 45 days (or
     such shorter period allowed by the Trustee) prior to the redemption date,
     an Officers' Certificate requesting that the Trustee give such notice (in
     the name and at the expense of the Company) and setting forth the
     information to be stated in such notice as provided in this Section 3.03.

Section 3.04.     EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption shall become irrevocably due and
payable on the redemption date at the redemption price. A notice of redemption
may not be conditional, except that a notice of redemption may be conditioned
upon the Company obtaining, on or prior to the applicable redemption date, funds
sufficient to pay the aggregate redemption price.

Section 3.05.     DEPOSIT OF REDEMPTION PRICE.

                  On or prior to 10:00 a.m. Eastern time on the Business Day
prior to any redemption date, the Company shall deposit with the Trustee or with
the Paying Agent money sufficient to pay the redemption price of and accrued and
unpaid interest on all Notes to be redeemed on that date. The Trustee or the
Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption price of, and accrued and unpaid interest on, all Notes to be
redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption in accordance with
Section 2.08(d) hereof. If a Note is redeemed on or after a Regular Record Date
but on or prior to the related Interest Payment Date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such Regular Record Date. If any Note
called for redemption shall not be so paid upon surrender for redemption because
of the failure of the Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal from the redemption date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.01 hereof.

Section 3.06.     NOTES REDEEMED IN PART.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

Section 3.07.     OPTIONAL REDEMPTION.

                  (a) Except as set forth in clause (b) of this Section 3.07,
     the Notes shall not be redeemable at the option of the Company prior to
     July 1, 2007. Beginning on July 1, 2007, the Company may redeem all or a
     portion of the Notes, at once or over time, after giving the notice
     required pursuant to Section 3.03 hereof, at the redemption prices
     (expressed as percentages of principal amount) set forth below, plus
     accrued and unpaid interest, including Special Interest, if any, on the
     Notes redeemed, to the applicable redemption date (subject to

                                       40
<PAGE>
     the right of Holders of record on the relevant Regular Record Date to
     receive interest due on the relevant Interest Payment Date), if redeemed
     during the twelve-month period commencing on July 1 of the years indicated
     below:

<TABLE>
<CAPTION>
     Year                                                               Percentage
     ----                                                               ----------
<S>                                                                     <C>
2007...........................................................          103.813%
2008...........................................................          101.906%
2009 and thereafter............................................          100.000%
</TABLE>

                  (b) At any time and from time to time prior to July 1, 2006,
     the Company may redeem up to a maximum of 35% of the original aggregate
     principal amount of the Notes with the proceeds of one or more Equity
     Offerings at a redemption price (expressed as a percentage of principal
     amount) equal to 107.625% of the principal amount thereof, plus accrued and
     unpaid interest, including Special Interest, if any, to the redemption date
     (subject to the right of Holders of record on the relevant Regular Record
     Date to receive interest due on the relevant Interest Payment Date);
     provided, however, that (i) after giving effect to any such redemption at
     least 65% of the aggregate principal amount of the Notes (excluding Notes
     held by the Company and its Subsidiaries) remains outstanding, and (ii) any
     such redemption shall be made within 90 days of such Equity Offering upon
     not less than 30 nor more than 60 days' prior notice.

                  (c) Any prepayment pursuant to this Section 3.07 shall be made
     pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08.     MANDATORY REDEMPTION.

                  Except as set forth in Sections 4.12 and 4.18 hereof, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to, or offer to purchase, the Notes.

Section 3.09.     OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

                  (a) In the event that, pursuant to Section 4.12 or 4.18
     hereof, the Company shall be required to commence a Prepayment Offer or a
     Change of Control Offer (each an "OFFER TO PURCHASE"), it shall follow the
     procedures specified below.

                  (b) The Company shall commence the Offer to Purchase by
     sending, by first class mail, with a copy to the Trustee, to each Holder at
     such Holder's address appearing in the Security Register, a notice, the
     terms of which shall govern the Offer to Purchase, stating:

                      (i)      that the Offer to Purchase is being made pursuant
                  to this Section 3.09 and Section 4.12 or 4.18, as the case may
                  be, and, in the case of a Change of Control Offer, that a
                  Change of Control has occurred and the transaction or
                  transactions that constitute the Change of Control;

                      (ii)     the principal amount of Notes required to be
                  purchased pursuant to Section 4.12 or 4.18 hereof (the "OFFER
                  AMOUNT"); the Prepayment Price pursuant to Section 4.12 or
                  Change of Control Price pursuant to Section 4.18 as applicable
                  (the "PURCHASE PRICE"); the Offer Period and the Purchase
                  Date, each as defined below;

                      (iii)    except as provided in clause (ix), that all Notes
                  timely tendered and not withdrawn shall be accepted for
                  payment;

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

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

                                       41
<PAGE>

                      (vi)     that Holders electing to have a Note purchased
                  pursuant to the Offer to Purchase may elect to have Notes
                  purchased in integral multiples of $1,000 only;

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

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

                      (ix)     that, in the case of a Prepayment Offer, if the
                  aggregate principal amount of Notes surrendered by Holders
                  exceeds the Offer Amount, the Trustee shall select the Notes
                  to be purchased on a pro rata basis (with such adjustments as
                  may be deemed appropriate by the Company so that only Notes in
                  denominations of $1,000 or integral multiples thereof shall be
                  purchased);

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

                      (xi)     any other procedures the Holders must follow in
                  order to tender their Notes (or portions thereof) for payment.

                  (c) The Offer to Purchase shall remain open for a period of at
least 30 days but no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than five Business Days (and in any event, in respect of any Change of
Control Offer, no later than the 60th day following the Change of Control) after
the termination of the Offer Period (the "PURCHASE DATE"), the Company shall
purchase the Offer Amount or, if less than the Offer Amount has been tendered,
all Notes tendered in response to the Offer to Purchase. Payment for any Notes
so purchased shall be made in the same manner as interest payments are made.

                  (d) On or prior to the Purchase Date, the Company shall, to
    the extent lawful:

                      (i)      accept for payment (on a pro rata basis to the
                  extent necessary in connection with a Prepayment Offer) the
                  Offer Amount of Notes or portions thereof properly tendered
                  pursuant to the Offer to Purchase, or if less than the Offer
                  Amount has been tendered, all Notes tendered;

                      (ii)     deposit with the Paying Agent funds in an amount
                  equal to the Purchase Price in respect of all Notes or
                  portions of Notes properly tendered (the "Purchase Amount");
                  and

                      (iii)    deliver, or cause to be delivered, to the Trustee
                  the Notes so accepted together with an Officers' Certificate
                  stating the aggregate principal amount of Notes or portions
                  thereof being purchased by the Company and that such Notes or
                  portions thereof were accepted for payment by the Company in
                  accordance with the terms of this Section 3.09.

                  (e) The Company, the Depository or the Paying Agent, as the
    case may be, shall promptly (but in any event not later than five Business
    Days after the Purchase Date) deliver to each tendering Holder of Notes
    properly tendered by such Holder and accepted by the Company for purchase
    the Purchase Amount of such Notes, and the Company shall promptly execute
    and issue a new Note, and the Trustee, upon receipt of an Authentication
    Order from the Company, shall authenticate and deliver (or cause to be
    transferred by book entry) such new Note

                                       42
<PAGE>
    to such Holder, in a principal amount equal to any unpurchased portion of
    the Note surrendered, provided, however, that each such new Note shall be
    in a principal amount of $1,000 or an integral multiple of $1,000. Any Note
    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 Offer
    to Purchase on the Purchase Date.

                  (f) If the Purchase Date is on or after a Regular Record Date
    and on or before the related Interest Payment Date, any accrued and unpaid
    interest shall be paid to the Person in whose name a Note is registered at
    the close of business on such Regular Record Date, and no additional
    interest shall be payable to Holders who tender Notes pursuant to the Offer
    to Purchase.

                  (g) The Company shall comply with the requirements of Rule
    14e-1 under the Exchange Act and any other securities laws and regulations
    thereunder to the extent those laws and regulations are applicable in
    connection with the Offer to Purchase. To the extent that the provisions of
    any securities laws or regulations conflict with Section 4.12 or 4.18, as
    applicable, this Section 3.09 or other provisions of this Indenture, the
    Company shall comply with the applicable securities laws and regulations and
    shall not be deemed to have breached its obligations under Section 4.12 or
    4.18, as applicable, this Section 3.09 or such other provision by virtue of
    such conflict.

                  (h) Other than as specifically provided in this Section 3.09,
    any purchase pursuant to this Section 3.09 shall be made in accordance with
    the provisions of Section 3.01 through 3.06 hereof.

                                   ARTICLE 4.

                                    COVENANTS

Section 4.01.     PAYMENT OF NOTES.

                  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on, the Notes on the dates and in the manner
provided in this Indenture and the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Company shall pay Special Interest, if any, in the same
manner, on the dates and in the amounts set forth in an applicable Registration
Rights Agreement, the Notes and this Indenture. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue on such
payment for the intervening period.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods), from
time to time on demand at the same rate to the extent lawful.

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

Section 4.02.     MAINTENANCE OF OFFICE OR AGENCY.

                  (a) The Company shall maintain an office or agency (which may
    be an office or drop facility of the Trustee or an affiliate of the
    Trustee, Registrar or co-registrar) where Notes may be presented or
    surrendered for registration of transfer or for exchange and where notices
    and demands to or upon the Company in respect of the Notes and this
    Indenture may be served. The Company shall give prompt 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 Corporate Trust Office of the

                                       43
<PAGE>
    Trustee, and the Company hereby appoints the Trustee as its agent to
    receive all such presentations, surrenders, notices and demands.

                  (b) The Company may also from time to time designate one or
    more other offices or agencies where the Notes may be presented or
    surrendered for any or all such purposes and may from time to time rescind
    such designations. The Company shall give prompt written notice to the
    Trustee of any such designation or rescission and of any change in the
    location of any such other office or agency.

                  (c) The Company hereby designates the Corporate Trust Office
    of the Trustee, as one such office, drop facility or agency of the Company
    in accordance with Section 2.03 hereof.

Section 4.03.     REPORTS.

                  (a) Notwithstanding that the Company may not be subject to the
    reporting requirements of Section 13 or 15(d) of the Exchange Act, so long
    as any Notes are outstanding the Company shall file with the Commission, to
    the extent such submissions are accepted for filing with the Commission, and
    shall furnish to the Trustee, within 15 days after it is or would have been
    required to be filed with the Commission:

               (i)             all quarterly and annual financial information
         that would be required to be contained in a filing with the Commission
         on Forms 10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's certified independent accountants; and

               (ii)            all information that would be required to be
         filed with the Commission on Form 8-K if the Company were required to
         file such reports.

                  (b) For so long as any Notes remain outstanding and the
    Company does not have or shall cease to have a class of equity securities
    registered under Section 12(g) of the Exchange Act or is not or shall cease
    to be subject to Section 15(d) of the Exchange Act, the Company shall
    furnish to the Holders, upon their request, the information required to be
    delivered pursuant to Rule 144A(d)(4) under the Securities Act.

                  (c) Delivery of such reports, information and documents to the
    Trustee pursuant to this Section 4.03 shall be for informational purposes
    only, and the Trustee's receipt of such shall not constitute constructive
    notice of any information contained therein or determinable from information
    contained therein, including the Company's compliance with any of its
    covenants hereunder (as to which the Trustee is entitled to conclusively
    rely exclusively on Officers' Certificates).

Section 4.04.     COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 90 days
    after the end of each fiscal year, an Officers' Certificate stating that a
    review of the activities of the Company, the Subsidiary Guarantors and their
    respective Subsidiaries during the preceding fiscal year has been made under
    the supervision of the signing Officers with a view to determining whether
    the Company, the Subsidiary Guarantors and their respective Subsidiaries
    have kept, observed, performed and fulfilled their obligations under this
    Indenture, and further stating, as to each such Officer signing such
    certificate, that to the best of his or her knowledge the Company and the
    Subsidiary Guarantors have kept, observed, performed and fulfilled each and
    every covenant contained in this Indenture and are not in default in the
    performance or observance of any of the terms, provisions and conditions of
    this Indenture (or, if a Default or Event of Default shall have occurred,
    describing all such Defaults or Events of Default of which he or she may
    have knowledge and what action the Company is taking or proposes to take
    with respect thereto) and that to the best of his or her knowledge no event
    has occurred and remains in existence by reason of which payments on account
    of the principal of, premium, if any, or interest on the Notes is prohibited
    or if such event has occurred, a description of the event and what action
    the Company is taking or proposes to take with respect thereto.

                                       44
<PAGE>

                  (b) The Company shall otherwise comply with TIA Section
    314(a)(2).

                  (c) The Company shall deliver to the Trustee, within 30 days
    after the occurrence thereof, written notice in the form of an Officers'
    Certificate of any event that with the giving of notice and/or the lapse of
    time would become an Event of Default, its status and what action the
    Company is taking or proposes to take with respect thereto.

Section 4.05.     TAXES.

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

Section 4.06.     STAY, EXTENSION AND USURY LAWS.

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

Section 4.07.     CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any
Restricted Subsidiary, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.08.     PAYMENTS FOR CONSENT.

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to or for the
benefit of any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

Section 4.09.     INCURRENCE OF ADDITIONAL DEBT AND ISSUANCE OF CAPITAL STOCK.

                  (a) The Company shall not, and shall not permit any Restricted
    Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving
    effect thereto and to the application of the net proceeds therefrom, no
    Default or Event of Default would occur as a consequence of such Incurrence
    or be continuing following such Incurrence and either:

                      (i)      such Debt is Debt of the Company or a Subsidiary
                  Guarantor and after giving effect to the Incurrence of such
                  Debt and the application of the net proceeds thereof, the
                  Consolidated Interest Coverage Ratio would be equal to or
                  greater than 2.0 to 1.0, or

                                       45
<PAGE>

                      (ii)     such Debt is Permitted Debt.

                  (b) The term "Permitted Debt" shall be defined to include the
    following:

                      (i)      (A) Debt of the Company evidenced by the Notes
                  issued in this offering and the Exchange Notes issued in
                  exchange for such Notes and in exchange for any Additional
                  Notes and (B) Debt of the Subsidiary Guarantors evidenced by
                  Subsidiary Guarantees relating to the Notes issued in this
                  offering, the Exchange Notes and any Additional Notes;

                      (ii)     Debt of the Company or a Subsidiary Guarantor
                  under Credit Facilities if, after giving effect to any such
                  Incurrence, the aggregate principal amount of all such Debt
                  under all Credit Facilities Incurred pursuant to this clause
                  (ii) then outstanding shall not exceed the greater of (A)
                  $200.0 million, which amount shall be permanently reduced by
                  the amount of proceeds from Asset Sales used to Repay Debt
                  under Credit Facilities, and not subsequently reinvested in
                  Additional Assets or used to purchase Notes or Repay other
                  Debt, pursuant to Section 4.12 and (B) an amount equal to
                  50.0% of the book value of the inventory and accounts
                  receivable of the Company and its Restricted Subsidiaries as
                  of the most recently ended quarter of the Company for which
                  financial statements of the Company are publicly available;

                      (iii)    Debt of Foreign Restricted Subsidiaries for
                  working capital in an aggregate principal amount outstanding
                  at any time not to exceed $50.0 million;

                      (iv)     Debt of the Company or a Restricted Subsidiary in
                  respect of Capital Lease Obligations and Purchase Money Debt,
                  provided that:

                               (A) the aggregate principal amount of such Debt
                      does not exceed the Fair Market Value (on the date of the
                      Incurrence thereof) of the Property acquired, constructed
                      or leased, and

                               (B) the aggregate principal amount of all Debt
                      Incurred and then outstanding pursuant to this clause (iv)
                      (together with all Permitted Refinancing Debt Incurred and
                      then outstanding in respect of Debt previously Incurred
                      pursuant to this clause (iv)) does not exceed $20.0
                      million;

                      (v)      Debt of the Company owing to any Restricted
                  Subsidiary and Debt of a Restricted Subsidiary owing to the
                  Company or any Restricted Subsidiary; provided, however, that:

                               (A) if the Company or any Subsidiary Guarantor is
                      the obligor on such Debt and the lender is a Restricted
                      Subsidiary that is not a Subsidiary Guarantor, such Debt
                      shall be expressly subordinated to the prior payment in
                      full in cash of all obligations with respect to the Notes
                      and the applicable Subsidiary Guarantee, as the case may
                      be, and

                               (B) any subsequent issue or transfer of Capital
                      Stock or other event that results in any such Restricted
                      Subsidiary ceasing to be a Restricted Subsidiary or any
                      subsequent transfer of any such Debt (except to the
                      Company or a Restricted Subsidiary) shall be deemed, in
                      each case, to constitute the Incurrence of such Debt by
                      the issuer thereof;

                      (vi)     Debt under Interest Rate Agreements entered into
                  by the Company or a Restricted Subsidiary for the purpose of
                  limiting interest rate risk in the ordinary course of the
                  financial management of the Company or such Restricted
                  Subsidiary and not for speculative purposes,

                                       46
<PAGE>

                  provided that the obligations under such agreements are
                  directly related to payment obligations on Debt otherwise
                  permitted by the terms of this covenant;

                      (vii)    Debt under Currency Exchange Protection
                  Agreements entered into by the Company or a Restricted
                  Subsidiary for the purpose of limiting currency exchange rate
                  risks directly related to transactions entered into by the
                  Company or such Restricted Subsidiary in the ordinary course
                  of business and not for speculative purposes;

                      (viii)   Debt in connection with one or more standby
                  letters of credit or performance, surety or appeal bonds
                  issued by the Company or a Restricted Subsidiary in the
                  ordinary course of business or pursuant to self-insurance
                  obligations and not in connection with the borrowing of money
                  or the obtaining of advances or credit;

                      (ix)     Debt of the Company or a Restricted Subsidiary
                  outstanding on the Issue Date not otherwise described in
                  clauses (i) through (viii) above;

                      (x)      Debt of the Company or a Subsidiary Guarantor in
                  an aggregate principal amount outstanding at any one time not
                  to exceed $20.0 million;

                      (xi)     Permitted Refinancing Debt Incurred in respect of
                  Debt Incurred pursuant to clause (a)(i) of this Section 4.09
                  and clauses (i), (iv), (viii) and (ix) of this Section
                  4.09(b);

                      (xii)    Debt of the Company or any Restricted Subsidiary
                  arising from the honoring of a check, draft or similar
                  instrument drawn against insufficient funds in the ordinary
                  course of business; provided that such Debt is extinguished
                  within five Business Days of its Incurrence;

                      (xiii)   Guarantees by the Company or any Restricted
                  Subsidiary of Debt or any other obligation or liability of the
                  Company or any Restricted Subsidiary that the Company or such
                  Restricted Subsidiary could otherwise have Incurred pursuant
                  to this covenant; and

                      (xiv)    Debt of the Company or any Restricted Subsidiary
                  consisting of Guarantees, indemnities or obligations in
                  respect of earnouts or purchase price adjustments in
                  connection with the acquisition or disposition of assets
                  permitted under this Indenture; provided that the maximum
                  liability that may be assumed in respect of such obligations
                  shall at no time exceed the gross proceeds actually received
                  by the Company or any Restricted Subsidiary in connection with
                  such disposition of assets.

                  (c) For purposes of determining compliance with this covenant,
    in the event that an item of Debt meets the criteria of more than one of
    the categories of Permitted Debt described in clauses (i) through (xiv)
    above or is entitled to be incurred pursuant to clause (a)(i) of this
    Section 4.09, the Company may, in its sole discretion, divide or classify in
    whole or in part (or later reclassify in whole or in part, in its sole
    discretion) such item of Debt in any manner that complies with this Section
    4.09.

Section 4.10.     RESTRICTED PAYMENTS.

                  (a) The Company shall not make, and shall not permit any
    Restricted Subsidiary to make, directly or indirectly, any Restricted
    Payment if at the time of, and after giving effect on a pro forma basis to,
    such proposed Restricted Payment,

                      (i)      a Default or Event of Default shall have occurred
                  and be continuing,

                      (ii)     the Company could not Incur at least $1.00 of
                  additional Debt pursuant to Section 4.09(a)(i), or

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<PAGE>

                      (iii)    the aggregate amount of such Restricted Payment
                  and all other Restricted Payments declared or made since the
                  Issue Date (the amount of any Restricted Payment, if made
                  other than in cash, to be equal to Fair Market Value at the
                  time of such Restricted Payment) would exceed an amount equal
                  to the sum of:

                                    (A)      50% of the aggregate cumulative
                           amount of Consolidated Net Income accrued during the
                           period (treated as one accounting period) from the
                           beginning of the fiscal quarter next succeeding the
                           fiscal quarter in which the Issue Date occurs to the
                           end of the most recent fiscal quarter for which
                           financial statements of the Company are publicly
                           available (or if the aggregate amount of Consolidated
                           Net Income for such period shall be a deficit, minus
                           100% of such deficit), plus

                                    (B)      100% of the Capital Stock Sale
                           Proceeds, plus

                                    (C)      the sum of:

                                             (1) the aggregate net cash proceeds
                                    received by the Company or any Restricted
                                    Subsidiary from the issuance or sale after
                                    the Issue Date of convertible or
                                    exchangeable Debt that has been converted
                                    into or exchanged for Capital Stock (other
                                    than Disqualified Stock) of the Company, and

                                             (2) the aggregate amount by which
                                    Debt (other than Subordinated Obligations)
                                    of the Company or any Restricted Subsidiary
                                    is reduced on the Company's consolidated
                                    balance sheet on or after the Issue Date
                                    upon the conversion or exchange of any Debt
                                    issued or sold on or prior to the Issue Date
                                    that is convertible or exchangeable for
                                    Capital Stock (other than Disqualified
                                    Stock) of the Company,

                           excluding, in the case of clause (1) or (2):

                                             (x) any such Debt issued or sold to
                                    the Company or a Subsidiary of the Company
                                    or an employee stock ownership plan or trust
                                    established by the Company or any such
                                    Subsidiary for the benefit of their
                                    employees, and

                                             (y) the aggregate amount of any
                                    cash or other Property distributed by the
                                    Company or any Restricted Subsidiary upon
                                    any such conversion or exchange,

                           plus

                                    (D)      an amount equal to the sum of:

                                             (1) the net reduction in
                                    Investments in any Person other than the
                                    Company or a Restricted Subsidiary resulting
                                    from dividends, repayments of loans or
                                    advances or other transfers of Property, in
                                    each case to the Company or any Restricted
                                    Subsidiary from such Person, and

                                             (2) the portion (proportionate to
                                    the Company's equity interest in such
                                    Unrestricted Subsidiary) of the Fair Market
                                    Value of the net assets of an Unrestricted
                                    Subsidiary at the time such Unrestricted
                                    Subsidiary is designated a Restricted
                                    Subsidiary; provided, however, that the
                                    foregoing sum shall not exceed, in the case
                                    of any Person, the amount of Investments
                                    previously made

                                       48
<PAGE>

                                    (and treated as a Restricted Payment) by the
                                    Company or any Restricted Subsidiary in such
                                    Person.

                  (b) Notwithstanding the foregoing limitation, the Company may:

                      (i)      pay dividends on its Capital Stock within 60 days
                  of the declaration thereof if, on the declaration date, such
                  dividends could have been paid in compliance with this
                  Indenture; provided, however, that at the time of such payment
                  of such dividend, no other Default or Event of Default shall
                  have occurred and be continuing (or result therefrom);
                  provided further, however, that such dividend shall be
                  included in the calculation of the amount of Restricted
                  Payments;

                      (ii)     purchase, repurchase, redeem, legally defease,
                  acquire or retire for value Capital Stock of the Company or
                  Subordinated Obligations in exchange for, or out of the
                  proceeds of the substantially concurrent sale of, Capital
                  Stock of the Company (other than Disqualified Stock and other
                  than Capital Stock issued or sold to a Subsidiary of the
                  Company or an employee stock ownership plan or trust
                  established by the Company or any such Subsidiary for the
                  benefit of their employees); provided, however, that

                                    (A)      such purchase, repurchase,
                           redemption, legal defeasance, acquisition or
                           retirement shall be excluded in the calculation of
                           the amount of Restricted Payments and

                                    (B)      the Capital Stock Sale Proceeds
                           from such exchange or sale shall be excluded from the
                           calculation pursuant to clause (a)(iii)(B) above;

                      (iii)    purchase, repurchase, redeem, legally defease,
                  acquire or retire for value any Subordinated Obligations in
                  exchange for, or out of the proceeds of the substantially
                  concurrent sale of, Permitted Refinancing Debt; provided,
                  however, that such purchase, repurchase, redemption, legal
                  defeasance, acquisition or retirement shall be excluded in the
                  calculation of the amount of Restricted Payments;

                      (iv)     make payments on intercompany Debt, the
                  Incurrence of which was permitted pursuant to Section 4.09;
                  provided, however, that, except with respect to intercompany
                  Debt Incurred by the Company or a Subsidiary Guarantor, no
                  Default or Event of Default has occurred and is continuing or
                  would otherwise result therefrom; and provided further that
                  such purchase, repurchase, redemption, legal defeasance,
                  acquisition or retirement shall be excluded in the calculation
                  of the amount of Restricted Payments;

                      (v)      purchase, repurchase or redeem any Subordinated
                  Obligations, the Incurrence of which was permitted pursuant to
                  Section 4.09, pursuant to a right of the holders thereof to
                  require the Company to effect such purchase, repurchase or
                  redeem upon the occurrence of a change of control; provided,
                  however, that the Company shall have first made a Change of
                  Control Offer as required by Section 4.18; and provided
                  further, that such purchase, repurchase or redemption shall be
                  included in the calculation of Restricted Payments;

                      (vi)     repurchase shares of, or options to purchase
                  shares of, common stock of the Company or any of its
                  Subsidiaries from current or former officers, directors or
                  employees of the Company or any of its Subsidiaries (or
                  permitted transferees of such current or former officers,
                  directors or employees) pursuant to the terms of agreements
                  (including employment agreements) or plans (or amendments
                  thereto) approved by the Board of Directors of the Company
                  under which such individuals purchase or sell, or are granted
                  the option to purchase or sell, shares of common stock,
                  provided, however, that (i) the aggregate amount of such
                  repurchases shall not exceed $2.0 million in any calendar
                  year, (ii) at the time of such repurchase no Default or Event
                  of

                                       49
<PAGE>

                  Default shall have occurred and be continuing (or result
                  therefrom) and (iii) such repurchases shall be included in the
                  calculation of the amount of Restricted Payments; and

                      (vii)    so long as no Default of Event of Default shall
                  have occurred and be continuing (or result therefrom) make
                  Restricted Payments in an aggregate amount not to exceed $15.0
                  million; provided, however, that such payments shall be
                  excluded in the calculation of the amount of Restricted
                  Payments.

Section 4.11.     LIENS.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other
than Permitted Liens) upon any of its Property (including Capital Stock of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
or any interest therein or any income or profits therefrom, unless it has made
or will make effective provision whereby the Notes or the applicable Subsidiary
Guaranty will be secured by such Lien equally and ratably with (or, if such
other Debt constitutes Subordinated Obligations of the Company or a Subsidiary
Guarantor, prior to) all other Debt of the Company or any Restricted Subsidiary
secured by such Lien for so long as such other Debt is secured by such Lien.

Section 4.12.     ASSET SALES.

                  (a) The Company shall not, and shall not permit any Restricted
    Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

                      (i)      the Company or such Restricted Subsidiary
                  receives consideration at the time of such Asset Sale at least
                  equal to the Fair Market Value of the Property subject to such
                  Asset Sale;

                      (ii)     at least 75% of the consideration paid to the
                  Company or such Restricted Subsidiary in connection with such
                  Asset Sale is in the form of cash or Cash Equivalents or the
                  assumption by the purchaser of liabilities of the Company or
                  any Restricted Subsidiary (other than liabilities that are by
                  their terms subordinated to the Notes or the applicable
                  Subsidiary Guaranty) as a result of which the Company and the
                  Restricted Subsidiaries are no longer obligated with respect
                  to such liabilities; and

                      (iii)    the Company delivers an Officers' Certificate to
                  the Trustee certifying that such Asset Sale complies with the
                  foregoing clauses (i) and (ii).

                  (b) The Net Available Cash from Asset Sales will be applied by
    the Company or a Restricted Subsidiary within 365 days from the date of the
    receipt of such Net Available Cash:

                      (i)      to the extent the Company or such Restricted
                  Subsidiary elects (or is required by the terms of any Debt),
                  to Repay Senior Debt of the Company or any Subsidiary
                  Guarantor (excluding, in any such case, any Debt owed to the
                  Company or an Affiliate of the Company); or

                      (ii)     to acquire or reinvest in Additional Assets
                  (including by means of an Investment in Additional Assets by a
                  Restricted Subsidiary with Net Available Cash received by the
                  Company or another Restricted Subsidiary).

                  (c) Any Net Available Cash from an Asset Sale not applied in
    accordance with clause (b) above shall constitute "Excess Proceeds." When
    the aggregate amount of Excess Proceeds exceeds $10.0 million (taking into
    account income earned on such Excess Proceeds, if any), the Company shall be
    required to make an offer to purchase (the "PREPAYMENT OFFER") the Notes,
    which offer shall be in the amount of the Allocable Excess Proceeds, on a
    pro rata basis according to principal amount with other Senior Debt of the
    Company or any Restricted Subsidiary that the Company elects to Repay;
    provided, however, that in connection with any such Repayment of Senior
    Debt, the Company or such Restricted Subsidiary shall permanently retire
    such Debt and shall cause the related loan commitment (if any) to be
    permanently reduced in an amount equal to the principal

                                       50
<PAGE>
    amount so prepaid, repaid or purchased. In connection with any such
    Prepayment Offer, the Company shall purchase Notes tendered pursuant to
    such Prepayment Offer (and such other Senior Debt) at a purchase price of
    100% of their principal amount (or, in the event such other Senior Debt was
    issued with significant original issue discount, 100% of the accreted value
    thereof) (the "PREPAYMENT PRICE"), without premium, plus accrued but unpaid
    interest, including Special Interest, if any, to the purchase date (subject
    to the right of Holders on the relevant Regular Record Date to receive
    interest due on the relevant Interest Payment Date) or, in respect of such
    other Senior Debt, such lesser price, if any, as may be provided for by the
    terms of such Senior Debt, in accordance with the procedures (including
    prorating in the event of oversubscription) set forth in Section 3.09. To
    the extent that any portion of the amount of Net Available Cash remains
    after compliance with the preceding sentence and provided that all Holders
    have been given the opportunity to tender their Notes for purchase in
    accordance with this Indenture, the Company or such Restricted Subsidiary
    may use such remaining amount for any purpose permitted by this Indenture
    and the amount of Excess Proceeds shall be reset to zero.

                  (d) The term "Allocable Excess Proceeds" shall mean the
    product of:

                      (i)      the Excess Proceeds and

                      (ii)     a fraction,

                                    (A)      the numerator of which is the
                           aggregate principal amount of the Notes outstanding
                           on the date of the Prepayment Offer, and

                                    (B)      the denominator of which is the sum
                           of the aggregate principal amount of the Notes
                           outstanding on the date of the Prepayment Offer and
                           the aggregate principal amount of other Debt of the
                           Company outstanding on the date of the Prepayment
                           Offer that is pari passu in right of payment with the
                           Notes and subject to terms and conditions in respect
                           of Asset Sales similar in all material respects to
                           the covenant described hereunder and requiring the
                           Company to make an offer to purchase such Debt at
                           substantially the same time as the Prepayment Offer.

                  (e) Within ten Business Days after the Company is obligated to
    make a Prepayment Offer as described in clause (c) of this Section 4.12,
    the Company shall send a written notice, to the Holders, accompanied by such
    information regarding the Company and its Subsidiaries as the Company in
    good faith believes will enable such Holders to make an informed decision
    with respect to such Prepayment Offer, in accordance with Section 3.09.

Section 4.13.     RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES.

                  (a) The Company shall not, and shall not permit any Restricted
    Subsidiary to, directly or indirectly, create or otherwise cause or suffer
    to exist any consensual restriction on the right of any Restricted
    Subsidiary to:

                      (i)      pay dividends, in cash or otherwise, or make any
                  other distributions on or in respect of its Capital Stock, or
                  pay any Debt or other obligation owed, to the Company or any
                  other Restricted Subsidiary,

                      (ii)     make any loans or advances to the Company or any
                  other Restricted Subsidiary or

                      (iii)    transfer any of its Property to the Company or
                  any other Restricted Subsidiary.

                  (b) The foregoing limitations shall not apply:

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<PAGE>

                      (i)      with respect to clauses (a)(i), (a)(ii) and
                  (a)(iii) of this Section 4.13, to restrictions:

                                    (A)      in effect on the Issue Date,

                                    (B)      relating to Debt of a Restricted
                           Subsidiary and existing at the time it became a
                           Restricted Subsidiary if such restriction was not
                           created in connection with or in anticipation of the
                           transaction or series of transactions pursuant to
                           which such Restricted Subsidiary became a Restricted
                           Subsidiary or was acquired by the Company, or

                                    (C)      that result from the Refinancing of
                           Debt Incurred pursuant to an agreement referred to in
                           clause (i)(A) or (B) above or in clause (ii)(A) or
                           (B) below or pursuant to any Credit Facilities,
                           provided, that any such restriction is not materially
                           less favorable to the Holders of Notes than those
                           under the agreement evidencing the Debt so Refinanced
                           or, in the case of any Credit Facilities, than those
                           under the Credit Facility, or

                                    (D)      relating to Debt that is Incurred
                           pursuant to 4.09(b)(iii) and

                      (ii)     with respect to clause (a)(iii) of this Section
                  4.13 only, to restrictions:

                                    (A)      relating to Debt that is permitted
                           to be Incurred and secured without also securing the
                           Notes or the applicable Subsidiary Guaranty pursuant
                           to Sections 4.09 and 4.11 that limit the right of the
                           debtor to dispose of the Property securing such Debt,

                                    (B)      encumbering Property at the time
                           such Property was acquired by the Company or any
                           Restricted Subsidiary, so long as any such
                           restriction relates solely to the Property so
                           acquired and was not created in connection with or in
                           anticipation of such acquisition,

                                    (C)      resulting from customary provisions
                           restricting subletting or assignment of leases or
                           customary provisions in other agreements that
                           restrict assignment of such agreements or rights
                           thereunder,

                                    (D)      customarily contained in asset sale
                           agreements limiting the transfer of such Property
                           pending the closing of such sale,

                                    (E)      customarily contained in Debt
                           instruments limiting the sale of all or substantially
                           all of the assets of the obligor, provided that such
                           Debt is permitted to be Incurred pursuant to Section
                           4.09, or

                                    (F)      customarily contained in agreements
                           governing Permitted Business Investments entered into
                           in good faith.

Section 4.14.     AFFILIATE TRANSACTIONS.

                  (a) The Company shall not, and shall not permit any Restricted
    Subsidiary to, directly or indirectly, conduct any business or enter into
    or suffer to exist any transaction or series of transactions (including the
    purchase, sale, transfer, assignment, lease, conveyance or exchange of any
    Property or the rendering of any service) with, or for the benefit of, any
    Affiliate of the Company (an "AFFILIATE TRANSACTION"), unless:

                                       52
<PAGE>

                      (i)      the terms of such Affiliate Transaction are:

                                    (A)      set forth in writing,

                                    (B)      in the best interest of the Company
                           or such Restricted Subsidiary, as the case may be, in
                           each case as determined in good faith by an
                           uninterested executive officer of the Company, and

                                    (C)      no less favorable to the Company or
                           such Restricted Subsidiary, as the case may be, than
                           those that could be obtained in a comparable
                           arm's-length transaction with a Person that is not an
                           Affiliate of the Company,

                  with compliance as to the foregoing requirements being set
                  forth in an Officers' Certificate delivered to the Trustee,

                      (ii)     if such Affiliate Transaction involves aggregate
                  payments or value in excess of $2.5 million, the Board of
                  Directors (including a majority of the disinterested members
                  of the Board of Directors) approves such Affiliate Transaction
                  and, in its good faith judgment, believes that such Affiliate
                  Transaction complies with clauses (a)(i)(B) and (C) of this
                  Section 4.14 as evidenced by a Board Resolution promptly
                  delivered to the Trustee, and

                      (iii)    if such Affiliate Transaction involves aggregate
                  payments or value in excess of $20.0 million, the Company
                  obtains a written opinion from an Independent Financial
                  Advisor to the effect that the consideration to be paid or
                  received in connection with such Affiliate Transaction is
                  fair, from a financial point of view, to the Company and the
                  Restricted Subsidiaries taken as a whole.

                  (b) Notwithstanding clause (a) above, the Company or any
    Restricted Subsidiary may enter into or suffer to exist the following:

                      (i)      any transaction or series of transactions between
                  (A) the Company and one or more Restricted Subsidiaries that
                  are not Subsidiary Guarantors in the ordinary course of
                  business or between two or more Restricted Subsidiaries that
                  are not Subsidiary Guarantors, and (B) the Company and one or
                  more Subsidiary Guarantors or between two or more Subsidiary
                  Guarantors;

                      (ii)     any Restricted Payment permitted to be made
                  pursuant to Section 4.10 or any Permitted Investment;

                      (iii)    any transaction pursuant to an Existing Affiliate
                  Agreement;

                      (iv)     the payment of compensation (including amounts
                  paid pursuant to employee benefit plans) for the personal
                  services of officers, directors and employees of the Company
                  or any of the Restricted Subsidiaries, so long as the Board of
                  Directors in good faith shall have approved the terms thereof
                  and deemed the services theretofore or thereafter to be
                  performed for such compensation to be fair consideration
                  therefor;

                      (v)      loans and advances to employees made in the
                  ordinary course of business and consistent with the past
                  practices of the Company or such Restricted Subsidiary, as the
                  case may be; and

                      (vi)     indemnification agreements with the officers,
                  directors and employees of the Company and its Restricted
                  Subsidiaries permitted or required by law or statutory
                  provisions and approved by the Board of Directors.

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<PAGE>

Section 4.15.     SALE AND LEASEBACK TRANSACTIONS.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any
Property unless the Company or such Restricted Subsidiary would be entitled to:

                           (a)      Incur Debt in an amount equal to the
                  Attributable Debt with respect to such Sale and Leaseback
                  Transaction pursuant to Section 4.09, and

                           (b)      create a Lien on such Property securing such
                  Attributable Debt without also securing the Notes or the
                  applicable Subsidiary Guaranty pursuant to Section 4.11.

Section 4.16.     LIMITATION ON SALE OF CAPITAL STOCK OF RESTRICTED
                  SUBSIDIARIES.

                  The Company shall not:

                  (a)      sell, pledge, hypothecate or otherwise dispose of any
        shares of Capital Stock of a Restricted Subsidiary, or

                  (b)      permit any Restricted Subsidiary to, directly or
        indirectly, issue or sell or otherwise dispose of any shares of its
        Capital Stock,

other than, in the case of either clause (a) or (b):

                           (1) directors' qualifying shares,

                           (2) to the Company or a Wholly Owned Restricted
                  Subsidiary,

                           (3) a disposition of outstanding shares of Capital
                  Stock of a Restricted Subsidiary by the Company or a
                  Restricted Subsidiary to another Person; provided, however,
                  that, in the case of this clause (3), such disposition is
                  effected in compliance with Section 4.12 and, to the extent
                  applicable, Section 4.10, or

                           (4) pledges of Capital Stock of Subsidiaries of the
                  Company that are permitted under Section 4.11.

Section 4.17.     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

                  (a) The Board of Directors may designate any Subsidiary of the
    Company to be an Unrestricted Subsidiary if the Company or a Restricted
    Subsidiary, as the case may be, is permitted to make such Investment in such
    Subsidiary and if such Subsidiary:

                      (i)      does not own any Capital Stock or Debt of, or own
                  or hold any Lien on any Property of, the Company or any
                  Restricted Subsidiary;

                      (ii)     has no Debt other than Non-Recourse Debt,
                  provided, however, that the Company or a Restricted Subsidiary
                  may loan, advance or extend credit to, or Guarantee the Debt
                  of, an Unrestricted Subsidiary at any time at or after such
                  Subsidiary is designated as an Unrestricted Subsidiary in
                  accordance with Section 4.10;

                      (iii)    is not party to any agreement, contract,
                  arrangement or understanding with the Company or any
                  Restricted Subsidiary unless the terms of any such agreement,
                  contract, arrangement or understanding are no less favorable
                  to the Company or such Restricted Subsidiary than those that
                  might be obtained at the time in a comparable arm's length
                  transaction from Persons who are not Affiliates of the
                  Company;

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<PAGE>

                      (iv)     is a Person with respect to which neither the
                  Company nor any Restricted Subsidiaries has any direct or
                  indirect obligation (A) to subscribe for additional Capital
                  Stock or (B) to maintain or preserve such Person's financial
                  condition or to cause such Person to achieve any specified
                  levels of operating results; and

                      (v)      has not Guaranteed or otherwise directly or
                  indirectly provided credit support for any Debt of the Company
                  or any Restricted Subsidiaries.

                      (vi)     has at least one director on its board of
                  directors that is not a director or executive officer of the
                  Company or any Restricted Subsidiaries.

                  The Board of Directors may also designate a Subsidiary of the
Company to be an Unrestricted Subsidiary if (A) the Subsidiary to be so
designated has total assets of $5,000 or less, and (B) the Subsidiary also meets
the requirements of clauses (i) through (v) above.

                  (b) Unless so designated as an Unrestricted Subsidiary, any
     Person that becomes a Subsidiary of the Company shall be classified as a
     Restricted Subsidiary; provided, however, that such Subsidiary shall not be
     designated a Restricted Subsidiary and shall be automatically classified as
     an Unrestricted Subsidiary if either of the requirements set forth in
     clauses (d)(i) and (ii) of this Section 4.17 will not be satisfied after
     giving pro forma effect to such classification or if such Person is a
     Subsidiary of an Unrestricted Subsidiary.

                  (c) Except as provided in clause (b) immediately above, no
     Restricted Subsidiary shall be redesignated as an Unrestricted Subsidiary,
     and neither the Company nor any Restricted Subsidiary shall at any time be
     directly or indirectly liable for any Debt that provides that the Holder
     thereof may (with the passage of time or notice or both) declare a default
     thereon or cause the payment thereof to be accelerated or payable prior to
     its Stated Maturity upon the occurrence of a default with respect to any
     Debt, Lien or other obligation of any Unrestricted Subsidiary (including
     any right to take enforcement action against such Unrestricted Subsidiary).
     Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary
     in compliance with this Section 4.17, such Restricted Subsidiary shall, by
     execution and delivery of a supplemental indenture in form satisfactory to
     the Trustee, be released from any Subsidiary Guaranty previously made by
     such Restricted Subsidiary.

                  (d) The Board of Directors may designate any Unrestricted
     Subsidiary to be a Restricted Subsidiary if, immediately after giving pro
     forma effect to such designation,

                      (i)      the Company could Incur at least $1.00 of
                  additional Debt pursuant to Section 4.09(a)(i), and

                      (ii)     no Default or Event of Default shall have
                  occurred and be continuing or would result therefrom.

                  (e) Any such designation or redesignation by the Board of
     Directors will be evidenced to the Trustee by filing with the Trustee a
     Board Resolution giving effect to such designation or redesignation and an
     Officers' Certificate that:

                      (i)      certifies that such designation or redesignation
                  complies with the foregoing provisions, and

                      (ii)     gives the effective date of such designation or
                  redesignation,

such filing with the Trustee to occur within 45 days after the end of the fiscal
quarter of the Company in which such designation or redesignation is made (or,
in the case of a designation or redesignation made during the last fiscal
quarter of the Company's fiscal year, within 90 days after the end of such
fiscal year).

                                       55
<PAGE>

Section 4.18.     REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, each Holder of
     Notes shall have the right to require the Company to repurchase all or any
     part of such Holder's Notes pursuant to the offer described below (the
     "CHANGE OF CONTROL OFFER") at a purchase price (the "CHANGE OF CONTROL
     PURCHASE PRICE") equal to 101% of the principal amount thereof, plus
     accrued and unpaid interest, including Special Interest, if any, to the
     repurchase date (subject to the right of Holders of record on the relevant
     Regular Record Date to receive interest due on the relevant Interest
     Payment Date); provided, however, that notwithstanding the occurrence of a
     Change of Control, the Company shall not be obligated to purchase the Notes
     pursuant to a Change of Control Offer in the event that, at any time prior
     to the commencement of a Change of Control Offer, the Company shall have
     delivered to the Trustee an irrevocable notice of its exercise of its right
     to redeem all (but not less than all) of the Notes pursuant to Section
     3.07.

                  (b) Within 30 days following any Change of Control, unless, at
     any time prior to the commencement of a Change of Control Offer, the
     Company shall have exercised its right to redeem all (but not less than
     all) of the Notes pursuant to Section 3.07, and has delivered to the
     Trustee an irrevocable notice of redemption, the Company shall cause a
     notice of the Change of Control Offer to be sent at least once to the Dow
     Jones News Service or a similar business news service in the United States;
     and send, by first-class mail, with a copy to the Trustee, to each Holder a
     notice in accordance with the procedures set forth in Section 3.09 hereof.

                  (c) The Company shall not be required to make a Change of
     Control Offer following a Change of Control if a third party makes the
     Change of Control Offer in the manner, at the times and otherwise in
     compliance with the requirements set forth in this Indenture applicable to
     a Change of Control Offer made by the Company and purchases all Notes
     validly tendered and not withdrawn under such Change of Control Offer.

Section 4.19.     FUTURE SUBSIDIARY GUARANTORS.

                  The Company will cause (a) any Person that becomes a Domestic
Restricted Subsidiary following the Issue Date to execute and deliver to the
Trustee a Subsidiary Guaranty at the time such Person becomes a Domestic
Restricted Subsidiary and (b) any Foreign Restricted Subsidiary that Guarantees
any Debt of the Company or of any Domestic Restricted Subsidiary following the
Issue Date to execute and deliver to the Trustee a Subsidiary Guaranty at the
time of such Guarantee.

                                   ARTICLE 5.

                                   SUCCESSORS

Section 5.01.     MERGER, CONSOLIDATION AND SALE OF ASSETS.

                  (a) The Company shall not merge, consolidate or amalgamate
     with or into any other Person (other than a merger of a Wholly Owned
     Restricted Subsidiary into the Company) or sell, transfer, assign, lease,
     convey or otherwise dispose of all or substantially all its Property in any
     one transaction or series of transactions unless:

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

                      (ii)     the Surviving Person (if other than the Company)
                  expressly assumes, by supplemental indenture in form
                  reasonably satisfactory to the Trustee, executed and delivered
                  to the Trustee by such Surviving Person, the due and punctual
                  payment of the principal of, and premium, if any, and interest
                  on, all the Notes, according to their tenor, and the due and
                  punctual

                                       56
<PAGE>

                  performance and observance of all the covenants and conditions
                  of this Indenture to be performed by the Company;

                      (iii)    in the case of a sale, transfer, assignment,
                  lease, conveyance or other disposition of all or substantially
                  all the Property of the Company, such Property shall have been
                  transferred as an entirety or virtually as an entirety to one
                  Person;

                      (iv)     immediately before and after giving effect to
                  such transaction or series of transactions on a pro forma
                  basis (and treating, for purposes of this clause (iv) and
                  clause (v) below, any Debt that becomes, or is anticipated to
                  become, an obligation of the Surviving Person or any
                  Restricted Subsidiary as a result of such transaction or
                  series of transactions as having been Incurred by the
                  Surviving Person or such Restricted Subsidiary at the time of
                  such transaction or series of transactions), no Default or
                  Event of Default shall have occurred and be continuing;

                      (v)      immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis,
                  the Company or the Surviving Person, as the case may be, would
                  be able to Incur at least $1.00 of additional Debt under
                  Section 4.09(a)(i); and

                      (vi)     the Company shall deliver, or cause to be
                  delivered, to the Trustee, in form and substance reasonably
                  satisfactory to the Trustee, an Officers' Certificate and an
                  Opinion of Counsel, each stating that such transaction and the
                  supplemental indenture, if any, in respect thereto comply with
                  this covenant and that all conditions precedent herein
                  provided for relating to such transaction have been satisfied.

                  (b) The Company shall not permit any Subsidiary Guarantor to
     merge, consolidate or amalgamate with or into any other Person (other than
     a merger of a Wholly Owned Restricted Subsidiary into the Company or a
     Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise
     dispose of all or substantially all its Property in any one transaction or
     series of transactions unless:

                      (i)      the Surviving Person (if not such Subsidiary
                  Guarantor) formed by such merger, consolidation or
                  amalgamation or to which such sale, transfer, assignment,
                  lease, conveyance or disposition is made shall be a
                  corporation organized and existing under the laws of the
                  United States of America, any State thereof or the District of
                  Columbia;

                      (ii)     the Surviving Person (if other than such
                  Subsidiary Guarantor) expressly assumes, by supplemental
                  indenture in form reasonably satisfactory to the Trustee,
                  executed and delivered to the Trustee by such Surviving
                  Person, the due and punctual performance and observance of all
                  the obligations of such Subsidiary Guarantor under its
                  Subsidiary Guaranty;

                      (iii)    in the case of a sale, transfer, assignment,
                  lease, conveyance or other disposition of all or substantially
                  all the Property of such Subsidiary Guarantor, such Property
                  shall have been transferred as an entirety or virtually as an
                  entirety to one Person;

                      (iv)     immediately before and after giving effect to
                  such transaction or series of transactions on a pro forma
                  basis (and treating, for purposes of this clause (iv) and
                  clause (v) below, any Debt that becomes, or is anticipated to
                  become, an obligation of the Surviving Person, the Company or
                  any Restricted Subsidiary as a result of such transaction or
                  series of transactions as having been Incurred by the
                  Surviving Person, the Company or such Restricted Subsidiary at
                  the time of such transaction or series of transactions), no
                  Default or Event of Default shall have occurred and be
                  continuing;

                      (v)      immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis,
                  the Company would be able to Incur at least $1.00 of
                  additional Debt under Section 4.09(a)(i); and

                                       57
<PAGE>

                      (vi)     the Company will deliver, or cause to be
                  delivered, to the Trustee, in form and substance reasonably
                  satisfactory to the Trustee, an Officers' Certificate and an
                  Opinion of Counsel, each stating that such transaction and
                  such Subsidiary Guaranty, if any, in respect thereto comply
                  with this covenant and that all conditions precedent herein
                  provided for relating to such transaction have been satisfied.

                  (c) The foregoing clause (b) (other than clause (b)(iv) above)
     shall not apply to any transactions which constitute an Asset Sale if the
     Company has complied with Section 4.12.

Section 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

                  The Surviving Person shall succeed to, and be substituted for,
and may exercise every right and power of the Company under this Indenture (or
of the Subsidiary Guarantor under the Subsidiary Guaranty, as the case may be),
provided that the predecessor Company in the case of:

                  (a)      a sale, transfer, assignment, conveyance or other
              disposition (unless such sale, transfer, assignment, conveyance or
              other disposition is of all the assets of the Company or such
              Subsidiary Guarantor, as applicable, as an entirety or virtually
              as an entirety), or

                  (b)      a lease,

shall not be released from any of the obligations or covenants under this
Indenture, including with respect to the payment of the Notes.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

Section 6.01.     EVENTS OF DEFAULT.

                  (a) Each of the following is an "EVENT OF DEFAULT":

                          (i)  failure to make the payment of any interest,
                  including Special Interest, if any, on the Notes when the same
                  becomes due and payable, and such failure continues for a
                  period of 30 days;

                          (ii) failure to make the payment of any principal of,
                  or premium, if any, on, any of the Notes when the same becomes
                  due and payable at its Stated Maturity, upon acceleration,
                  redemption, optional redemption, required repurchase or
                  otherwise;

                          (iii) failure to comply with Section 5.01;

                          (iv) failure to comply with any other covenant or
                  agreement in the Notes or in this Indenture (other than a
                  failure that is the subject of the foregoing clause (i), (ii)
                  or (iii)) and such failure continues for 30 days after written
                  notice is given to the Company as provided below;

                          (v)  a default under any Debt by the Company or any
                  Restricted Subsidiary that results in acceleration of the
                  maturity of such Debt, or failure to pay any such Debt at
                  maturity, in an aggregate amount greater than $10.0 million or
                  its foreign currency equivalent at the time (the "CROSS
                  ACCELERATION PROVISIONS");

                          (vi) any judgment or judgments for the payment of
                  money in an aggregate amount in excess of $10.0 million (or
                  its foreign currency equivalent at the time) that shall be
                  rendered against the Company or any Restricted Subsidiary and
                  that shall not be waived, satisfied or discharged (including
                  acknowledged by a third party insurer to be its exclusive
                  liability) for any

                                       58
<PAGE>

                  period of 60 consecutive days during which a stay of
                  enforcement shall not be in effect (the "JUDGMENT DEFAULT
                  PROVISIONS");

                          (vii) any Subsidiary Guaranty of a Significant
                  Subsidiary ceases, or the Subsidiary Guarantees of any group
                  of Subsidiary Guarantors that, when taken together, would
                  constitute a Significant Subsidiary cease, to be in full force
                  and effect (other than in accordance with the terms of such
                  Subsidiary Guaranty) or any Subsidiary Guarantor that is a
                  Significant Subsidiary denies or disaffirms its obligations
                  under its Subsidiary Guaranty, or any group of Subsidiary
                  Guarantors that, when taken together, would constitute a
                  Significant Subsidiary, deny or disaffirm their obligations
                  under their Subsidiary Guarantees (the "GUARANTY PROVISIONS");

                          (viii) the Company or any of its Significant
                  Subsidiaries or any group of Subsidiaries that, when taken
                  together, would constitute a Significant Subsidiary, pursuant
                  to or within the meaning of any Bankruptcy Law:

                                    (A)      commences a voluntary case;

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

                                    (C)      consents to the appointment of a
                                custodian of it or for all or substantially all
                                of its property;

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

                                    (E)      admits in writing its inability to
                                pay its debts as they become due; and

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

                                    (A)      is for relief against the Company
                                or any of its Significant Subsidiaries or any
                                group of Subsidiaries that, when taken together,
                                would constitute a Significant Subsidiary in an
                                involuntary case; or

                                    (B)      appoints a custodian of the Company
                                or any of its Significant Subsidiaries or any
                                group of Subsidiaries that, when taken together,
                                would constitute a Significant Subsidiary or for
                                all or substantially all of the property of the
                                Company or any of its Significant Subsidiaries
                                or any group of Subsidiaries that, when taken
                                together, would constitute a Significant
                                Subsidiary; or

                                    (C)      orders the liquidation of the
                                Company or any of its Significant Subsidiaries
                                or any group of Subsidiaries that, when taken
                                together, would constitute a Significant
                                Subsidiary;

                                and such order or decree remains unstayed and in
                                effect for 60 consecutive days (the events set
                                forth in clause (viii) and this clause (ix)
                                being referred to herein as the "BANKRUPTCY
                                PROVISIONS").

                  (b) A Default under clause (a)(iv) shall not become an Event
     of Default until the Trustee or the Holders of not less than 25% in
     aggregate principal amount of the Notes then outstanding notify the Company
     of the Default and the Company does not cure such Default within the time
     specified after receipt of such notice.

                                       59
<PAGE>

     Such notice shall specify the Default, demand that it be remedied and state
     that such notice is a "Notice of Default."

                  (c) The Company shall deliver to the Trustee, within 30 days
     after the occurrence thereof, written notice in the form of an Officers'
     Certificate of any event that with the giving of notice and the lapse of
     time would become an Event of Default, its status and what action the
     Company is taking or proposes to take with respect thereto.

Section 6.02.     ACCELERATION.

                  (a) If an Event of Default with respect to the Notes (other
     than an Event of Default specified in Section 6.01(a)(viii) or (ix)) shall
     have occurred and be continuing, the Trustee or the Holders of not less
     than 25% in aggregate principal amount of the Notes then outstanding may
     declare to be immediately due and payable by written notice to the Company
     (and to the Trustee if given by the Holders) the principal amount of all
     the Notes then outstanding, plus accrued but unpaid interest to the date of
     acceleration and the same shall become immediately due and payable. In the
     case of an Event of Default specified in Section 6.01(a)(viii) or (ix),
     such amount with respect to all outstanding Notes shall become due and
     payable immediately without any declaration or other act on the part of the
     Trustee or the Holders.

                  (b) After any such acceleration, but before a judgment or
     decree based on acceleration is obtained by the Trustee, the registered
     Holders of at least a majority in aggregate principal amount of the Notes
     then outstanding may rescind and annul such acceleration if:

                      (i)      the rescission would not conflict with any
         judgment or decree of a court of competent jurisdiction;

                      (ii)     all existing Defaults and Events of Default have
         been cured or waived except nonpayment of principal or premium of or
         interest on the Notes that has become due solely by reason of such
         declaration of acceleration;

                      (iii)    to the extent the payment of such interest is
         lawful, interest (at the same rate specified in the Notes) on overdue
         installments of interest and overdue payments of principal which has
         become due otherwise than by such declaration of acceleration has been
         paid;

                      (iv)     the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its reasonable expenses,
         disbursements and advances; and

                      (v)      in the event of the cure or waiver of an Event of
         Default of the type described in Section 6.01(a)(viii) or (ix), the
         Trustee has received an Officers' Certificate and Opinion of Counsel
         that such Event of Default has been cured or waived.

Section 6.03.     OTHER REMEDIES.

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

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

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Section 6.04.     WAIVER OF DEFAULTS.

                  The Holders of at least a majority in aggregate principal
amount of the Notes then outstanding by written notice to the Trustee may, on
behalf of the Holders of all of the Notes, waive by consent (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes) any then existing or potential Default of Event of
Default, and its consequences, except a continuing Default or Event of Default
(i) in the payment of the principal of, premium, if any, or interest on the
Notes and (ii) in respect of a covenant or provision which under this Indenture
cannot be modified or amended without the consent of the Holder of each Note
affected by such modification or amendment.

Section 6.05.     CONTROL BY MAJORITY.

                  Subject to Section 7.01, Section 7.02(f) (including the
Trustee's receipt of the security or indemnification described therein) and
Section 7.07 hereof, in case an Event of Default shall occur and is continuing,
the Holders of at least a majority in aggregate principal amount of the Notes
then outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Notes.

Section 6.06.     LIMITATION ON SUITS.

                  (a) No Holder will have any right to institute any proceeding
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any remedy thereunder, unless:

                      (i)      such Holder has previously given to the Trustee
                  written notice of a continuing Event of Default,

                      (ii)     the Holders of at least 25% in aggregate
                  principal amount of the Notes then outstanding have made
                  written request and offered reasonable indemnity to the
                  Trustee to institute such proceeding as trustee,

                      (iii)    the Trustee shall have failed to institute such
                  proceeding within 60 days, and

                      (iv)     the Trustee shall not have received from the
                  Holders of at least a majority in aggregate principal amount
                  of the Notes then outstanding a direction inconsistent with
                  such request within such 60-day period.

                  (b) The preceding limitations shall not apply to a suit
     instituted by a Holder for enforcement of payment of principal of, and
     premium, if any, or interest on, a Note on or after the respective due
     dates for such payments set forth in such Note.

                  (c) A Holder may not use this Indenture to affect, disturb or
     prejudice the rights of another Holder or to obtain a preference or
     priority over another Holder.

Section 6.07.     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.06), the right of any Holder to
receive payment of principal, premium, if any, and interest on the Notes held by
such Holder, on or after the respective due dates expressed in the Notes
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08.     COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a)(i) or (ii)
occurs and is continuing, the Trustee shall be authorized to recover judgment in
its own name and as trustee of an express trust against the Company for

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the whole amount of principal of, premium, if any, and interest then due and
owing (together with interest on overdue principal and, to the extent lawful,
interest) and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

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

Section 6.10.     PRIORITIES.

                  If the Trustee collects any money pursuant to this Article 6,
it shall pay out the money in the following order:

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

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

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

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

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                                   ARTICLE 7.

                                    TRUSTEE

Section 7.01.     DUTIES OF TRUSTEE.

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

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

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

                           (2) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture.
                  However, the Trustee shall examine the certificates and
                  opinions to determine whether or not they conform to the
                  requirements of this Indenture (but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein).

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

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

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

                           (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
                  6.05 hereof; and

                           (4) no provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or incur any
                  liability.

                  (d) Whether or not therein expressly so provided, every
     provision of this Indenture that in any way relates to the Trustee is
     subject to paragraphs (a), (b) and (c) of this Section 7.01.

                  (e) Except for information provided by the Trustee concerning
     the Trustee, the Trustee shall have no responsibility for any information
     in any prospectus or other disclosure material distributed with respect to
     the Notes.

Section 7.02.     RIGHTS OF TRUSTEE.

                  (a) The Trustee may conclusively rely upon any document
     believed by it to be genuine and to have been signed or presented by the
     proper Person. The Trustee need not investigate any fact or matter stated
     in any such document but the Trustee, in its discretion, may make such
     further inquiry or investigation into such facts or matters as it may see
     fit, and, if the Trustee shall determine to make such further inquiry or
     investigation, it will be entitled to examine the books, records, and
     premises of the Company, personally or by agent or attorney

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     at the sole cost of the Company and shall incur no liability or additional
     liability of any kind by reason of such inquiry or investigation.

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

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

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

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

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

                  (g) The Trustee shall not be deemed to have notice of any
     Default or Event of Default unless a Responsible Officer of the Trustee has
     actual knowledge thereof or unless written notice of any event which is in
     fact such a Default or Event of Default is received by a Responsible
     Officer of the Trustee at the Corporate Trust Office of the Trustee from
     the Company or the Holders of 25% in aggregate principal amount of the
     outstanding Notes, and such notice references the specific Default or Event
     of Default, the Notes and this Indenture.

                  (h) Money held by the Trustee in trust hereunder need not be
     segregated from other funds except to the extent required by law. The
     Trustee shall be under no liability for interest on any money received by
     it hereunder except as otherwise agreed in writing with the Company.

                  (i) The Trustee shall not be required to give any bond or
     surety in respect of the performance of its power and duties hereunder.

                  (j) The Trustee shall have no duty to inquire as to the
     performance of the Company's covenants herein.

                  (k) The Trustee's immunities and protections from liability
     and its right to indemnification in connection with the performance of its
     duties under this Indenture shall extend to the Trustee's officers,
     directors, agents, attorneys and employees. Such immunities and protections
     and right to indemnification, together with the Trustee's right to
     compensation, shall survive the Trustee's resignation or removal, the
     defeasance or discharge of this Indenture and final payment of the Notes.

                  (l) The Trustee may request that the Company deliver an
     Officers' Certificate setting forth the names of individuals and/or titles
     of officers authorized at such time to take specified actions pursuant to
     this Indenture, which Officers' Certificate may be signed by any person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     superseded.

Section 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict

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within 90 days, apply to the Commission for permission to continue as Trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee shall
also be subject to Sections 7.10 and 7.11 hereof.

Section 7.04.     TRUSTEE'S DISCLAIMER.

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

Section 7.05.     NOTICE OF DEFAULTS.

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

Section 7.06.     REPORTS BY TRUSTEE TO HOLDERS.

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

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

Section 7.07.     COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time such
compensation as the parties shall agree in writing from time to time for its
acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

                  The Company shall indemnify the Trustee (in its capacity as
Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and
all losses, claims, damages, penalties, fines, liabilities or expenses,
including incidental and out-of-pocket expenses including taxes (other than
those based upon the income of the Trustee) and reasonable attorneys fees and
expenses (for purposes of this Article 7, "LOSSES") incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Company (including this Section 7.07) and defending itself against
any claim (whether asserted by the Company or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent such losses may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim, and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel if the Trustee has been reasonably advised by
counsel that there may be one or more legal defenses available to it that are
different from or additional to those available to the Company and in the

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<PAGE>

reasonable judgment of such counsel it is advisable for the Trustee to engage
separate counsel, and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss incurred by the Trustee
through the Trustee's own willful misconduct, negligence or bad faith.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture, the resignation or
removal of the Trustee and payment in full of the Notes.

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

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

Section 7.08.     REPLACEMENT OF TRUSTEE.

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

                  The Trustee may resign in writing at any time upon 30 days'
prior notice to the Company and be discharged from the trust hereby created by
so notifying the Company. The Holders of a majority in principal amount of the
then outstanding Notes may remove the Trustee by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if:

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

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

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

                  (d) the Trustee becomes incapable of acting.

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

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

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the

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successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. Subject to the Lien provided for in Section 7.07 hereof,
the retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee; provided, however, that all sums owing to the Trustee
hereunder shall have been paid. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

Section 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or banking association, the successor corporation or banking
association without any further act shall, if such successor corporation or
banking association is otherwise eligible hereunder, be the successor Trustee.

Section 7.10.     ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder that is a
Person organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50.0 million (or a wholly-owned subsidiary of a bank or trust company, or
of a bank holding company, the principal subsidiary of which is a bank or trust
company having a combined capital and surplus of at least $50.0 million) as set
forth in its most recent published annual report of condition.

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

Section 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may, at its option and at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth in this Article 8.

Section 8.02.     LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE") and each Subsidiary Guarantor shall be released from all of its
obligations under its Guarantee. For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Debt
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a), (b), (c) and (d) below, and to
have satisfied all its other obligations under the Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) 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, premium, if any, or interest and
Additional Amounts, if any, on such Notes when such payments are due, (b) the
Company's obligations with respect

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to such Notes under Article 2 and Sections 4.01 and 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article 8. If the Company
exercises under Section 8.01 hereof the option applicable to this Section 8.02,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
payment of the Notes may not be accelerated because of an Event of Default.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

Section 8.03.     COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.05, 4.06 and
4.09 through 4.18 hereof, the operation of the Cross Acceleration Provisions,
the Judgment Default Provisions, the Bankruptcy Provisions with respect to
Significant Subsidiaries only, and the Guaranty Provisions, each as set forth in
Section 6.01(a) hereof, and the limitations contained in Sections 5.01(a)(v) and
(vi) and 5.01(b)(v) and (vi) hereof, with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "COVENANT DEFEASANCE") and each Subsidiary Guarantor shall be
released from all of its obligations under its Guarantee with respect to such
covenants in connection with such outstanding Notes 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). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. If the Company exercises under Section 8.01 hereof the
option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, payment of the Notes may not be
accelerated because of an Event of Default specified in clause (iii), (iv) (with
respect to the covenants contained in Sections 4.09 through 4.18 hereof), (v),
(vi), (vii), (viii) and (ix) (but in the case of (viii) and (xi), with respect
to Significant Subsidiaries only) of Section 6.01(a) hereof or because of the
Company's failure to comply with clause (a)(v) or (b)(v) of Section 5.01.

Section 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The Legal Defeasance option or the Covenant Defeasance option
may be exercised only if:

                  (a) the Company irrevocably deposits in trust (the "DEFEASANCE
TRUST") with the Trustee money or U.S. Government Obligations for the payment of
principal of, premium, if any, and interest, including Special Interest, if any,
on the outstanding Notes to their Stated Maturity or the next date of
redemption, as the case may be;

                  (b) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent certified public accountants
expressing their opinion that the payments of principal, premium, if any and
interest, including Special Interest, if any, when due and without reinvestment
on the deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal, premium, if any, and interest, including Special
Interest, if any, when due on all outstanding Notes to their Stated Maturity or
the next date of redemption, as the case may be;

                  (c) 91 days pass after such deposit is made and during such
91-day period no Default described in 6.01(a)(viii) or (ix) shall occur with
respect to the Company or any other Person making such deposit and be continuing
at the end of the period;

                  (d) no Default or Event of Default has occurred and is
continuing on the date of such deposit and after giving effect thereto;

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                  (e) such deposit does not constitute a default under any other
agreement or instrument binding on the Company;

                  (f) the Company delivers to the Trustee an Opinion of Counsel
to the effect that the defeasance trust does not constitute, or is qualified as,
a regulated investment company under the Investment Company Act of 1940;

                  (g) in the case of Legal Defeasance, the Company delivers to
the Trustee an Opinion of Counsel stating that:

                           (i)      the Company has received from the Internal
                  Revenue Service a ruling, or

                           (ii)     since the date of this Indenture there has
                  been a change in the applicable Federal income tax law, to the
                  effect, in either case, 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 time as would have been the case if
                  such Legal Defeasance had not occurred;

                  (h) in the case of the Covenant Defeasance option, the Company
delivers to the Trustee an Opinion of Counsel to the effect 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; and

                  (i) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the Legal Defeasance or Covenant Defeasance have been complied with
as required by this Indenture.

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

                  (a) Subject to Section 8.06, all money and U.S. Government
     Obligations (including the proceeds thereof) deposited with the Trustee (or
     other qualifying trustee, collectively for purposes of this Section 8.05,
     the "TRUSTEE") pursuant to Section 8.04 hereof in respect of the
     outstanding Notes shall be held in trust and applied by the Trustee, in
     accordance with the provisions of such Notes and this Indenture, to the
     payment, either directly or through any Paying Agent (including the Company
     acting as Paying Agent) as the Trustee may determine, to the Holders of all
     sums due and to become due thereon in respect of principal, premium, if
     any, and interest but such cash and securities need not be segregated from
     other funds except to the extent required by law.

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

                  (c) Anything in this Article 8 to the contrary
     notwithstanding, the Trustee shall deliver or pay to the Company from time
     to time upon the request of the Company any money or U.S. Government
     Obligations held by it as provided in Section 8.04 hereof which, in the
     opinion of a nationally recognized firm of independent certified public
     accountants of recognized international standing expressed in a written
     certification thereof delivered to the Trustee (which may be the
     certification delivered under Section 8.04(b) hereof), are in excess of the
     amount thereof that would then be required to be deposited to effect an
     equivalent Legal Defeasance or Covenant Defeasance.

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Section 8.06.     REPAYMENT TO COMPANY.

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

Section 8.07.     REINSTATEMENT.

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

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     WITHOUT CONSENT OF HOLDERS OF NOTES.

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

                  (a) cure any ambiguity, omission, defect or inconsistency,

                  (b) provide for the assumption by a Surviving Person of the
     obligations of the Company under this Indenture,

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

                  (d) add additional Guarantees with respect to the Notes or to
     release Subsidiary Guarantors from Subsidiary Guarantees as provided by the
     terms of this Indenture,

                  (e) secure the Notes, to add to the covenants of the Company
     for the benefit of the Holders of the Notes or to surrender any right or
     power conferred upon the Company,

                  (f) make any change that does not adversely affect the rights
     of any Holder of the Notes,

                  (g) comply with any requirement of the Commission in
     connection with the qualification of this Indenture under the TIA, or

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                  (h) provide for the issuance of Additional Notes in accordance
     with this Indenture.

Section 9.02.     WITH CONSENT OF HOLDERS OF NOTES.

                  (a) Except as provided in clause (b) of this Section 9.02, the
     Company and the Trustee may amend or supplement this Indenture and the
     Notes with the consent of the Holders of at least a majority in aggregate
     principal amount of the Notes, including Additional Notes, if any, then
     outstanding voting as a single class (including consents obtained in
     connection with a purchase of or tender offer or exchange offer for the
     Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
     or Event of Default (except a continuing Default or Event of Default in the
     payment of principal, premium, if any, or interest on the Notes) or
     compliance with any provision of this Indenture or the Notes (except for
     any covenant or provision of this Indenture which cannot be amended or
     modified without the consent of the Holder of each Note affected by such
     modification or amendment) may be waived with the consent of the Holders of
     at least a majority in principal amount of the Notes, including Additional
     Notes, if any, then outstanding voting as a single class (including
     consents obtained in connection with a purchase of or tender offer or
     exchange offer for the Notes).

                  (b) Without the consent of each Holder, an amendment or waiver
     under this Section 9.02 may not (with respect to any Notes held by a
     non-consenting Holder):

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

                           (ii)     reduce the rate of or extend the time for
                  payment of interest, including Special Interest, if any, on
                  any Note,

                           (iii)    reduce the principal of or extend the Stated
                  Maturity of any Note,

                           (iv)     make any Note payable in money other than
                  that stated in the Note,

                           (v)      impair the right of any Holder of the Notes
                  to receive payment of principal of and interest, including
                  Special Interest, if any, on such Holder's Notes on or after
                  the due dates therefor or to institute suit for the
                  enforcement of any payment on or with respect to such Holder's
                  Notes or any Subsidiary Guaranty,

                           (vi)     subordinate the Notes or any Subsidiary
                  Guaranty to any other obligation of the Company or the
                  applicable Subsidiary Guarantor,

                           (vii)    reduce the premium payable upon the
                  redemption of any Note or change the time at which any Note
                  may be redeemed, pursuant to Section 3.07,

                           (viii)   reduce the premium payable upon a Change of
                  Control or, at any time after a Change of Control has
                  occurred, change the time at which the Change of Control Offer
                  relating thereto must be made or at which the Notes must be
                  repurchased pursuant to such Change of Control Offer,

                           (ix)     release any security interest that may have
                  been granted in favor of the Holders of the Notes other than
                  pursuant to the terms of such security interest;

                           (x)      at any time after the Company is obligated
                  to make a Prepayment Offer with the Excess Proceeds from Asset
                  Sales, change the time at which such Prepayment Offer must be
                  made or at which the Notes must be repurchased pursuant
                  thereto, or

                           (xi)     make any change in any Subsidiary Guaranty
                  that would adversely affect the Holders of the Notes.

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                  (c) The Company may, but shall not be obligated to, fix a
     record date for the purpose of determining the Persons entitled to consent
     to any supplemental indenture. If a record date is fixed, the Holders on
     such record date, or their duly designated proxies, and only such Persons,
     shall be entitled to consent to such supplemental indenture, whether or not
     such Holders remain Holders after such record date; provided that unless
     such consent shall have become effective by virtue of the requisite
     percentage having been obtained prior to the date which is 120 days after
     such record date, any such consent previously given shall automatically and
     without further action by any Holder be cancelled and of no further effect.

                  (d) It shall not be necessary for the consent of the Holders
     under this Section 9.02 to approve the particular form of any proposed
     amendment or waiver, but it shall be sufficient if such consent approves
     the substance thereof.

                  (e) After an amendment, supplement or waiver under this
     Section 9.02 becomes effective, the Company shall mail to the Holder of
     each Note affected thereby to such Holder's address appearing in the
     Security Register a notice briefly describing the amendment, supplement or
     waiver. Any failure of the Company to mail such notice, or any defect
     therein, shall not, however, in any way impair or affect the validity of
     any such amended or supplemental indenture or waiver.

Section 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

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

Section 9.04.     REVOCATION AND EFFECT OF CONSENTS.

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

Section 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

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

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

Section 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
None of the Company nor any Subsidiary Guarantor shall sign an amendment or
supplemental indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture and that such amended or supplemental indenture is the legal, valid
and binding obligations of the Company enforceable against it in accordance with
its terms, subject to customary exceptions and that such amended or supplemental
indenture complies with the provisions hereof (including Section 9.03 hereof).

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                                   ARTICLE 10.

                                   GUARANTEES

Section 10.01.    GUARANTEE.

                  Subject to this Article 10, each of the Subsidiary Guarantors
hereby unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns: (a)
the due and punctual payment of the principal of, premium, if any, and interest
on the Notes, subject to any applicable grace period, whether at Stated
Maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on the overdue principal of, premium, if any, and, to the extent
permitted by law, interest on, the Notes, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee hereunder
or thereunder, all in accordance with the terms hereof and thereof; and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same shall 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 pursuant to Section 6.02 hereof, redemption or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately. Each Subsidiary
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

                  Each Subsidiary Guarantor hereby agrees that its obligations
with regard to its Guarantee shall be joint and several, unconditional,
irrespective of the validity or enforceability of the Notes or the obligations
of the Company under this Indenture, the absence of any action to enforce the
same, the recovery of any judgment against the Company or any other obligor with
respect to this Indenture, the Notes or the Obligations of the Company under
this Indenture or the Notes, any action to enforce the same or any other
circumstances (other than complete performance) which might otherwise constitute
a legal or equitable discharge or defense of a Subsidiary Guarantor. Each
Subsidiary Guarantor further, to the extent permitted by law, waives and
relinquishes all claims, rights and remedies accorded by applicable law to
guarantors and agrees not to assert or take advantage of any such claims, rights
or remedies, including but not limited to: (a) any right to require any of the
Trustee, the Holders or the Company (each a "BENEFITED PARTY"), as a condition
of payment or performance by such Subsidiary Guarantor, to (1) proceed against
the Company, any other guarantor (including any other Subsidiary Guarantor) of
the Obligations under the Guarantees or any other Person, (2) proceed against or
exhaust any security held from the Company, any such other guarantor or any
other Person, (3) proceed against or have resort to any balance of any deposit
account or credit on the books of any Benefited Party in favor of the Company or
any other Person, or (4) pursue any other remedy in the power of any Benefited
Party whatsoever; (b) any defense arising by reason of the incapacity, lack of
authority or any disability or other defense of the Company including any
defense based on or arising out of the lack of validity or the unenforceability
of the Obligations under the Guarantees or any agreement or instrument relating
thereto or by reason of the cessation of the liability of the Company from any
cause other than payment in full of the Obligations under the Guarantees; (c)
any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal; (d) any defense based upon any
Benefited Party's errors or omissions in the administration of the Obligations
under the Guarantees, except behavior which amounts to bad faith; (e)(1) any
principles or provisions of law, statutory or otherwise, which are or might be
in conflict with the terms of the Guarantees and any legal or equitable
discharge of such Subsidiary Guarantor's obligations hereunder, (2) the benefit
of any statute of limitations affecting such Subsidiary Guarantor's liability
hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and
counterclaims and (4) promptness, diligence and any requirement that any
Benefited Party protect, secure, perfect or insure any security interest or lien
or any property subject thereto; (f) notices, demands, presentations, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance of the Guarantees, notices of default under the Notes or
any agreement or instrument related thereto, notices of any renewal, extension
or modification of the Obligations under the Guarantees or any agreement related
thereto, and notices of any extension of credit to the Company and any right to
consent to any thereof; (g) to the extent permitted under applicable law, the
benefits of any "One Action" rule and (h) any defenses or benefits that may be
derived from or afforded by law which limit the liability of or exonerate
guarantors or sureties, or which may conflict with the terms of the Guarantees.
Except to the extent expressly provided herein, including Sections 8.02, 8.03
and 10.05, each Subsidiary Guarantor hereby covenants that its Guarantee shall
not be discharged except by complete performance of the obligations contained in
its Guarantee and this Indenture.

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                  If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Subsidiary Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to either the
Company or the Subsidiary Guarantors, any amount paid by either to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.

                  Each Subsidiary Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the
Subsidiary Guarantors, 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 Section 6.02 hereof 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 declaration of acceleration of such obligations as provided in
Section 6.02 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
this Guarantee. The Subsidiary Guarantors shall have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the Guarantee.

Section 10.02.    LIMITATION ON SUBSIDIARY GUARANTOR LIABILITY.

                  Each Subsidiary Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that
the Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer
or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Guarantee. To effectuate the foregoing intention,
the Holders and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under this Article 10 shall be limited
to the maximum amount as shall, after giving effect to such maximum amount and
all other contingent and fixed liabilities of such Subsidiary Guarantor that are
relevant under such laws, including, if applicable, its guarantee of all
obligations under the Senior Credit Facilities, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the obligations of such
other Subsidiary Guarantor under this Article 10, result in the obligations of
such Subsidiary Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.

Section 10.03.    EXECUTION AND DELIVERY OF GUARANTEE.

                  To evidence its Guarantee set forth in Section 10.01 hereof,
each Subsidiary Guarantor hereby agrees that a notation of such Guarantee in
substantially the form included in Exhibit E shall be endorsed by an Officer of
such Subsidiary Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture shall be executed on behalf of such Subsidiary
Guarantor by its President or one of its Vice Presidents.

                  Each Subsidiary Guarantor hereby agrees that its Guarantee set
forth in Section 10.01 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Guarantee.

                  If an Officer whose signature is on this Indenture or on the
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Guarantee is endorsed, the Guarantee shall be valid
nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors.

                  The Company hereby agrees that it shall cause each Person that
becomes obligated to provide a Guarantee pursuant to Section 4.19 to execute a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, pursuant to which such Person provides the guarantee set forth in this
Article 10 and otherwise assumes the obligations and accepts the rights of a
Guarantor under this Indenture, in each case with the same effect and to the
same extent as if such Person had been named herein as a Guarantor. The Company
also

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hereby agrees to cause each such new Guarantor to evidence its Guarantee by
endorsing a notation of such Guarantee on each Note as provided in this Section
10.03.

Section 10.04.    SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

                  Except as otherwise provided in Section 10.05 hereof, no
Subsidiary Guarantor may consolidate with or merge with or into (whether or not
such Subsidiary Guarantor is the Surviving Person) another Person whether or not
affiliated with such Subsidiary Guarantor unless the requirements set forth in
Section 5.01(b) are complied with. In case of any consolidation, merger, sale or
conveyance pursuant to Section 5.01(b), and upon the assumption by the successor
Person, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes
and the due and punctual performance of all of the covenants and conditions of
this Indenture to be performed by the Subsidiary Guarantor, such successor
Person 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. Such
successor Person thereupon may cause to be signed any or all of the Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Guarantees had
been issued at the date of the execution hereof.

                  Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clauses (a) and (b) above, 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 property of a Subsidiary Guarantor as an
entirety or substantially as an entirety to the Company or another Subsidiary
Guarantor.

Section 10.05.    RELEASES FOLLOWING SALE OF ASSETS.

                  In the event of a sale or other disposition of all or
substantially all of the assets of any Subsidiary Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the Capital
Stock of any Subsidiary Guarantor, in each case to a Person that is not (either
before or after giving effect to such transactions) a Subsidiary of the Company,
then such Subsidiary Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the Capital Stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event of
a sale or other disposition of all or substantially all of the assets of such
Subsidiary Guarantor) shall be released and relieved of any obligations under
its Guarantee; provided that the net proceeds of such sale or other disposition
shall be applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.12 hereof. If a Restricted Subsidiary is
designated as an Unrestricted Subsidiary in accordance with the provisions of
Section 4.17 hereof, such Subsidiary shall be released and relieved of any
obligations under its Subsidiary Guarantee. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section 4.12 hereof,
the Trustee shall execute any documents reasonably required in order to evidence
the release of any Subsidiary Guarantor from its obligations under its
Guarantee.

                  Any Subsidiary Guarantor not released from its obligations
under its Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Subsidiary Guarantor
under this Indenture.

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                                  ARTICLE 11.

                           SATISFACTION AND DISCHARGE

Section 11.01.    SATISFACTION AND DISCHARGE.

                  This Indenture shall be discharged and shall cease to be of
further effect, except as to surviving rights of registration of transfer or
exchange of the Notes, as to all Notes issued hereunder, when:

                  (a) either:

               (i)         all Notes that have been previously authenticated
         (except lost, stolen or destroyed Notes that have been replaced or paid
         and Notes for whose payment money has previously been deposited in
         trust or segregated and held in trust by the Company and is thereafter
         repaid to the Company or discharged from the trust) have been delivered
         to the Trustee for cancellation; or

               (ii)        all Notes that have not been previously delivered to
         the Trustee for cancellation (A) have become due and payable or (B)
         will become due and payable at their maturity within one year or (C)
         are to be called for redemption within one year under arrangements
         satisfactory to the Trustee for the giving of a notice of redemption by
         the Trustee, and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust solely for the
         benefit of the Holders, cash in U.S. dollars, non-callable U.S.
         Government Obligations, or a combination thereof, in such amounts as
         will be sufficient without consideration of any reinvestment of
         interest, to pay and discharge the entire Debt on the Notes not
         previously delivered to the Trustee for cancellation for principal,
         premium, if any, and interest on the Notes to the date of deposit, in
         the case of Notes that have become due and payable, or to the Stated
         Maturity or redemption date, as the case may be;

                  (b) the Company shall have paid or caused to be paid all other
     sums payable by it under this Indenture;

                  (c) the Company shall have delivered to the Trustee an
     Officers' Certificate and Opinion of Counsel stating that all conditions
     precedent under this Indenture relating to the satisfaction and discharge
     of this Indenture have been satisfied;

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

                  (e) the Company shall have delivered irrevocable instructions
     to the Trustee to apply the deposited money toward the payment of the Notes
     at maturity or the date of redemption, as the case may be.

Section 11.02.    DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 11.03 hereof, all cash and non-callable
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
11.02, the "Trustee") pursuant to Section 11.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest but such cash and securities need not be segregated from other funds
except to the extent required by law.

Section 11.03.    REPAYMENT TO COMPANY.

                  Any cash or non-callable U.S. Government Obligations deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, premium, if any, or interest on, any Note and
remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) shall be discharged from such trust; and the
Holder shall thereafter, as an unsecured creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such cash and securities, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The

                                       76

<PAGE>

New York Times and The Wall Street Journal (national edition), notice that such
cash and securities remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such cash and securities then remaining
shall be repaid to the Company.

                                  ARTICLE 12.

                                  MISCELLANEOUS

Section 12.01.    TRUST INDENTURE ACT 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 provision required by the TIA shall control.

Section 12.02.    NOTICES.

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

                  If to the Company:

                  Aviall, Inc.
                  2750 Regent Boulevard
                  DFW Airport, Texas 75261
                  Attention: Jeffrey J. Murphy, Esq.
                  Telecopier No.: (972) 586-1010

                  With a copy to:

                  Haynes and Boone, LLP
                  901 Main Street, Suite 3100
                  Dallas, Texas 75202
                  Attention: Janice Sharry, Esq.
                  Telecopier No.: (214) 200-0676

                  If to the Trustee:

                  The Bank of New York
                  101 Barclay Street
                  Floor 8 West
                  New York, New York 10286
                  Attention: Corporate Trust Administration
                  Telecopier No.: (212) 815-5704

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

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

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next-day delivery to its address shown

                                       77

<PAGE>

on the Security Register. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

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

Section 12.03.    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

Section 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 any provision of this Indenture, the Company shall
furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

                  (b) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been complied with.

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 a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

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

With respect to matters of fact, an Opinion of Counsel may rely on an Officers'
Certificate, certificates of public officials or reports or opinions of experts.

                                       78

<PAGE>

Section 12.06.    RULES BY TRUSTEE AND AGENTS.

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

Section 12.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  STOCKHOLDERS.

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

Section 12.08.    GOVERNING LAW.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

Section 12.10.    SUCCESSORS.

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

Section 12.11.    SEVERABILITY.

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

Section 12.12.    COUNTERPART ORIGINALS.

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

Section 12.13.    TABLE OF CONTENTS, HEADINGS, ETC.

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

Section 12.14.    QUALIFICATION OF THIS INDENTURE.

                  The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of any Registration Rights Agreement
and shall pay all reasonable costs and expenses (including attorneys' fees and
expenses for the Company, the Trustee and the Holders) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of
this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Company any such Officers'
Certificates,

                                       79

<PAGE>

Opinions of Counsel or other documentation as it may reasonably request in
connection with any such qualification of this Indenture under the TIA.

                         [Signatures on following page]

                                       80

<PAGE>

                                   SIGNATURES

Dated as of June 30, 2003

                                        COMPANY:

                                        AVIALL, INC.

                                        By: /s/ COLIN M. COHEN
                                           -----------------------------------
                                           Name: Colin M. Cohen
                                           Title: Chief Financial Officer

                                        SUBSIDIARY GUARANTORS:

                                        AVIALL JAPAN LIMITED
                                        AVIALL SERVICES, INC.
                                        AVIALL PRODUCT REPAIR SERVICES, INC.
                                        INVENTORY LOCATOR SERVICE, LLC
                                        INVENTORY LOCATOR SERVICE-UK, INC.

                                        By: /s/ JEFFREY J. MURPHY
                                           -----------------------------------
                                           Name: Jeffrey J. Murphy
                                           Title: Senior Vice President and
                                                     Secretary

                                    SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE

<PAGE>

                                        TRUSTEE:

                                        THE BANK OF NEW YORK

                                        By: /s/ VAN BROWN
                                           ----------------------------
                                           Name: Van Brown
                                           Title:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
ARTICLE 1.        DEFINITIONS AND INCORPORATION BY REFERENCE...........................................       1

         Section 1.01.     Definitions.................................................................       1

         Section 1.02.     Other Definitions...........................................................      22

         Section 1.03.     Incorporation by Reference of Trust Indenture Act...........................      23

         Section 1.04.     Rules of Construction.......................................................      23

ARTICLE 2.        THE NOTES............................................................................      24

         Section 2.01.     Form and Dating.............................................................      24

         Section 2.02.     Execution and Authentication................................................      24

         Section 2.03.     Registrar and Paying Agent..................................................      25

         Section 2.04.     Paying Agent to Hold Money in Trust.........................................      25

         Section 2.05.     Holder Lists................................................................      25

         Section 2.06.     Transfer and Exchange.......................................................      25

         Section 2.07.     Replacement Notes...........................................................      36

         Section 2.08.     Outstanding Notes...........................................................      37

         Section 2.09.     Treasury Notes..............................................................      37

         Section 2.10.     Temporary Notes.............................................................      37

         Section 2.11.     Cancellation................................................................      37

         Section 2.12.     Defaulted Interest..........................................................      38

         Section 2.13.     CUSIP or ISIN Numbers.......................................................      38

         Section 2.14.     Special Interest............................................................      38

         Section 2.15.     Issuance of Additional Notes................................................      38

ARTICLE 3.        REDEMPTION AND PREPAYMENT............................................................      39

         Section 3.01.     Notices to Trustee..........................................................      39

         Section 3.02.     Selection of Notes to Be Redeemed...........................................      39

         Section 3.03.     Notice of Redemption........................................................      39

         Section 3.04.     Effect of Notice of Redemption..............................................      40

         Section 3.05.     Deposit of Redemption Price.................................................      40

         Section 3.06.     Notes Redeemed in Part......................................................      40

         Section 3.07.     Optional Redemption.........................................................      40

         Section 3.08.     Mandatory Redemption........................................................      41

         Section 3.09.     Offer To Purchase by Application of Excess Proceeds.........................      41

ARTICLE 4.        COVENANTS............................................................................      43

         Section 4.01.     Payment of Notes............................................................      43

         Section 4.02.     Maintenance of Office or Agency.............................................      43
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         Section 4.03.     Reports.....................................................................      44

         Section 4.04.     Compliance Certificate......................................................      44

         Section 4.05.     Taxes.......................................................................      45

         Section 4.06.     Stay, Extension and Usury Laws..............................................      45

         Section 4.07.     Corporate Existence.........................................................      45

         Section 4.08.     Payments for Consent........................................................      45

         Section 4.09.     Incurrence of Additional Debt and Issuance of Capital Stock.................      45

         Section 4.10.     Restricted Payments.........................................................      47

         Section 4.11.     Liens.......................................................................      50

         Section 4.12.     Asset Sales.................................................................      50

         Section 4.13.     Restrictions on Distributions from Restricted Subsidiaries..................      51

         Section 4.14.     Affiliate Transactions......................................................      52

         Section 4.15.     Sale and Leaseback Transactions.............................................      53

         Section 4.16.     Limitation on Sale of Capital Stock of Restricted Subsidiaries..............      54

         Section 4.17.     Designation of Restricted and Unrestricted Subsidiaries.....................      54

         Section 4.18.     Repurchase at the Option of Holders Upon a Change of Control................      55

         Section 4.19.     Future Subsidiary Guarantors................................................      56

ARTICLE 5.        SUCCESSORS...........................................................................      56

         Section 5.01.     Merger, Consolidation and Sale of Assets....................................      56

         Section 5.02.     Successor Corporation Substituted...........................................      58

ARTICLE 6.        DEFAULTS AND REMEDIES................................................................      58

         Section 6.01.     Events of Default...........................................................      58

         Section 6.02.     Acceleration................................................................      60

         Section 6.03.     Other Remedies..............................................................      60

         Section 6.04.     Waiver of Defaults..........................................................      60

         Section 6.05.     Control by Majority.........................................................      61

         Section 6.06.     Limitation on Suits.........................................................      61

         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............................................      61

         Section 6.10.     Priorities..................................................................      62

         Section 6.11.     Undertaking for Costs.......................................................      62

ARTICLE 7.        TRUSTEE..............................................................................      62

         Section 7.01.     Duties of Trustee...........................................................      62
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         Section 7.02.     Rights of Trustee...........................................................      63

         Section 7.03.     Individual Rights of Trustee................................................      64

         Section 7.04.     Trustee's Disclaimer........................................................      64

         Section 7.05.     Notice of Defaults..........................................................      65

         Section 7.06.     Reports by Trustee to Holders...............................................      65

         Section 7.07.     Compensation and Indemnity..................................................      65

         Section 7.08.     Replacement of Trustee......................................................      66

         Section 7.09.     Successor Trustee by Merger, etc............................................      66

         Section 7.10.     Eligibility; Disqualification...............................................      67

         Section 7.11.     Preferential Collection of Claims Against Company...........................      67

ARTICLE 8.        LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................      67

         Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance....................      67

         Section 8.02.     Legal Defeasance and Discharge..............................................      67

         Section 8.03.     Covenant Defeasance.........................................................      67

         Section 8.04.     Conditions to Legal or Covenant Defeasance..................................      68

         Section 8.05.     Deposited Cash and U.S. Government Obligations to be Held in Trust; Other
                           Miscellaneous Provisions....................................................      69

         Section 8.06.     Repayment to Company........................................................      69

         Section 8.07.     Reinstatement...............................................................      70

ARTICLE 9.        AMENDMENT, SUPPLEMENT AND WAIVER.....................................................      70

         Section 9.01.     Without Consent of Holders of Notes.........................................      70

         Section 9.02.     With Consent of Holders of Notes............................................      70

         Section 9.03.     Compliance with Trust Indenture Act.........................................      72

         Section 9.04.     Revocation and Effect of Consents...........................................      72

         Section 9.05.     Notation on or Exchange of Notes............................................      72

         Section 9.06.     Trustee to Sign Amendments, etc.............................................      72

ARTICLE 10.       GUARANTEES...........................................................................      72

         Section 10.01.    Guarantee...................................................................      72

         Section 10.02.    Limitation on Subsidiary Guarantor Liability................................      74

         Section 10.03.    Execution and Delivery of Guarantee.........................................      74

         Section 10.04.    Subsidiary Guarantors May Consolidate, etc., on Certain Terms...............      74

         Section 10.05.    Releases Following Sale of Assets...........................................      75

ARTICLE 11.       SATISFACTION AND DISCHARGE...........................................................      75

         Section 11.01.    Satisfaction and Discharge..................................................      75
</TABLE>

                                      iii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         Section 11.02.    Deposited Cash and U.S. Government Obligations to be Held in Trust; Other
                           Miscellaneous Provisions....................................................      76

         Section 11.03.    Repayment to Company........................................................      76

ARTICLE 12.       MISCELLANEOUS........................................................................      76

         Section 12.01.    Trust Indenture Act Controls................................................      76

         Section 12.02.    Notices.....................................................................      76

         Section 12.03.    Communication by Holders of Notes with Other Holders of Notes...............      77

         Section 12.04.    Certificate and Opinion as to Conditions Precedent..........................      78

         Section 12.05.    Statements Required in Certificate or Opinion...............................      78

         Section 12.06.    Rules by Trustee and Agents.................................................      78

         Section 12.07.    No Personal Liability of Directors, Officers, Employees and Stockholders....      78

         Section 12.08.    Governing Law...............................................................      78

         Section 12.09.    No Adverse Interpretation of Other Agreements...............................      79

         Section 12.10.    Successors..................................................................      79

         Section 12.11.    Severability................................................................      79

         Section 12.12.    Counterpart Originals.......................................................      79

         Section 12.13.    Table of Contents, Headings, etc............................................      79

         Section 12.14.    Qualification of this Indenture.............................................      79
</TABLE>

                                       iv

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA SECTION                                                                                     INDENTURE
 REFERENCE                                                                                       SECTION
<S>                                                                                          <C>
310(a)(1)...............................................................................     7.10
(a)(2)..................................................................................     7.10
(a)(3)..................................................................................     N.A.
(a)(4)..................................................................................     N.A.
(a)(5)..................................................................................     7.10
(b).....................................................................................     7.08, 7.10
(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, 7.07
(c).....................................................................................     7.06, 12.02
(d).....................................................................................     7.06
314(a)..................................................................................     4.03, 4.04, 12.02
(b).....................................................................................     N.A.
(c)(1)..................................................................................     12.04
(c)(2)..................................................................................     12.04
(c)(3)..................................................................................     N.A.
(d).....................................................................................     N.A.
(e).....................................................................................     12.05
315(a)..................................................................................     7.01
(b).....................................................................................     7.05, 12.02
(c).....................................................................................     7.01
(d).....................................................................................     7.01
(e).....................................................................................     6.11
316(a) (last sentence)..................................................................     2.09
(a)(1)(A)...............................................................................     6.05
(a)(1)(B)...............................................................................     6.04
(a)(2)..................................................................................     N.A.
(b).....................................................................................     6.07
317(a)(1)...............................................................................     6.08
(a)(2)..................................................................................     6.09
(b).....................................................................................     2.04
318(a)..................................................................................     12.01
</TABLE>

N.A. means Not Applicable.

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