Exhibit 4.1 EXECUTION COPY   PANAMSAT CORPORATIONCompany   Guarantors Named in Schedule I hereto  and  THE BANK OF NEW YORK  Trustee  Indenture  Dated as of August 20, 2004  
  $1,010,000,000  9% Senior Notes Due 2014


PanAmSat
Corporation* Reconciliation and tie between Trust Indenture Actof 1939 and Indenture, dated as of August 20, 2004  Trust Indenture Act Section
  
  Indenture Section§ 310
  (a)(1)
  608(a)(2)
  608(a)(3)
  N.A.(a)(4)
  N.A.(b)
  608, 609(c)
  N.A.§ 311
  (a)
  605(b)
  605(c)
  N.A.§ 312
  (a)
  701(b)
  702(c)
  702§ 313
  (a)
  703(a)(4)
  1008(b)(1)
  N.A.(b)(2)
  703(c)(1)
  102(c)(2)
  102(d)
  703(e)
  102§ 314
  (a)
  1009(b)
  N.A.(c)(1)
  102(c)(2)
  102(c)(3)
  N.A.(d)
  N.A.(e)
  102(f)
  1017§ 315
  (a)
  601(b)
  602(c)
  601(d)
  601(e)
  514§ 316
  (a)(last
  sentence)
  101
  (Outstanding)(a)(1)(A)
  502, 512(a)(1)(B)
  513(a)(2)
  N.A.(b)
  508(c)
  104(d)§ 317
  (a)(1)
  503(a)(2)
  504(b)
  1003§ 318
  (a)
  111  N.A. means Not Applicable.  
 *This reconciliation and tie shall not, for
any purpose, be deemed to be a part of this Indenture.  i


TABLE OF CONTENTS*   ARTICLE
  ONEDEFINITIONS
  AND OTHER PROVISIONS
  OF GENERAL APPLICATIONSECTION
  101. Rules of Construction and Incorporation by Reference of Trust Indenture
  ActSECTION
  102. Definitions.Acceptable ExclusionsAcquired IndebtednessActAdditional NotesAdjusted EBITDAAdjusted Net AssetsAffiliateAffiliate TransactionAgentApplicable PremiumAsset
  SaleAsset Sale OfferBankruptcy
  LawBoard of DirectorsBoard ResolutionBusiness
  DayCapital
  StockCapitalized Lease ObligationCash EquivalentsChange of ControlChange of Control OfferChange of Control PaymentChange of Control Payment DateCommon
  StockCompanyCompany Request or Company Orderconsolidated
  or ConsolidatedConsolidated Depreciation and Amortization
  ExpenseConsolidated Income Tax ExpenseConsolidated Interest ExpenseConsolidated Net IncomeConsolidated Secured Debt Ratio  
 *This table of contents shall not, for any
purpose, be deemed to be a part of this Indenture.  ii


Consolidated Total IndebtednessContingent ObligationsCorporate Trust OfficeCorporationCovenant DefeasanceCredit FacilitiesCumulative CreditCumulative Interest ExpenseDebt to Adjusted EBITDA RatioDefaultDefaulted InterestDepositaryDesignated Noncash ConsiderationDesignated Preferred StockDisqualified StockDomestic SubsidiaryEMUEquity InterestsEquity OfferingeuroEvent of DefaultEvent
  of LossEvent of Loss ProceedsExcess ProceedsExchange
  ActExchange
  NotesExchange
  OfferExchange Offer Registration StatementExcluded ContributionExcluded SatelliteExisting IndebtednessForeign SubsidiaryFunding GuarantorGAAPGovernment SecuritiesguaranteeGuaranteeGuarantorsHedging ObligationsHistorical AdjustmentsHolderincurincurrenceIndebtednessIndentureIndependent Financial Advisor  iii


Initial
  NotesInitial PurchasersIn-Orbit InsuranceIn-orbit Spare SatelliteInterest Payment DateInvestment Grade RatingInvestment Grade SecuritiesInvestmentsInvestorsIssue
  DateLegal DefeasanceLienLegal HolidayLetter of TransmittalMaturityMoodysNet
  IncomeNet
  ProceedsNet Transponder CapacityNon-U.S.
  PersonNote
  Register and Note RegistrarNotesObligationsOffering CircularOfficerOfficers
  CertificateOpinion of CounselOutstandingPari Passu IndebtednessPaying
  AgentPermitted Asset SwapPermitted HoldersPermitted InvestmentsPermitted LiensPersonPredecessor Notepreferred stockQualified ProceedsRating AgenciesReceivables FacilityReceivables FeesRedemption DateRedemption PriceRefinancing IndebtednessRefunding Capital StockRegistration Rights Agreement  iv


Regular Record DateRelated Business AssetsResponsible OfficerRestricted InvestmentRestricted PaymentsRestricted SubsidiaryRetired Capital StockS&PSale and Lease-Back TransactionSatelliteSatellite ManufacturerSatellite Purchase AgreementSatellite PurchaserSECSecurities ActSenior Credit FacilitiesShelf Registration StatementSignificant SubsidiarySimilar BusinessSpecial InterestSpecial Interest NoticeSpecial Record DateStated MaturitySubordinated IndebtednessSubsidiarySuccessor CompanySuccessor PersonTotal AssetsTransaction AgreementTransactionsTreasury RateTrust Indenture Act or TIATrusteeUniform Commercial CodeUnrestricted SubsidiaryU.S. PersonVice PresidentVoting StockWeighted Average Life to MaturityWholly-Owned SubsidiarySECTION 103. Compliance Certificates and
  OpinionsSECTION 104. Form of Documents Delivered to
  TrusteeSECTION 105. Acts of HoldersSECTION 106. Notices, Etc., to Trustee,
  Company, any Guarantor and AgentSECTION 107. Notice to Holders; WaiverSECTION 108. Effect of Headings and Table
  of Contents  v


SECTION 109. Successors and AssignsSECTION 110. Separability ClauseSECTION 111. Benefits of IndentureSECTION 112. Governing LawSECTION 113. Legal HolidaysSECTION 114. No Personal Liability of
  Directors, Officers, Employees and StockholdersSECTION 115. Trust Indenture Act ControlsSECTION 116. CounterpartsARTICLE TWONOTE FORMSSECTION 201. Form and DatingSECTION 202. Execution, Authentication,
  Delivery and Dating.ARTICLE THREETHE NOTESSECTION 301. Title and TermsSECTION 302. DenominationsSECTION 303. Temporary NotesSECTION 304. Registration, Registration of
  Transfer and ExchangeSECTION 305. Mutilated, Destroyed, Lost and
  Stolen NotesSECTION 306. Payment of Interest; Interest
  Rights PreservedSECTION 307. Persons Deemed OwnersSECTION 308. CancellationSECTION 309. Computation of InterestSECTION 310. Transfer and ExchangeSECTION 311. CUSIP NumbersSECTION 312. Issuance of Additional NotesARTICLE FOURSATISFACTION AND DISCHARGESECTION 401. Satisfaction and Discharge of
  IndentureSECTION 402. Application of Trust MoneyARTICLE FIVEREMEDIESSECTION 501. Events of DefaultSECTION 502. Acceleration of Maturity;
  Rescission and AnnulmentSECTION 503. Collection of Indebtedness and
  Suits for Enforcement by Trustee  vi


SECTION 504. Trustee May File Proofs of
  ClaimSECTION 505. Trustee May Enforce Claims
  Without Possession of NotesSECTION 506. Application of Money CollectedSECTION 507. Limitation on SuitsSECTION 508. Unconditional Right of Holders
  to Receive Principal, Premium and InterestSECTION 509. Restoration of Rights and
  RemediesSECTION 510. Rights and Remedies CumulativeSECTION 511. Delay or Omission Not WaiverSECTION 512. Control by HoldersSECTION 513. Waiver of Past DefaultsSECTION 514. Waiver of Stay or Extension
  LawsARTICLE SIXTHE TRUSTEESECTION 601. Duties of the TrusteeSECTION 602. Notice of DefaultsSECTION 603. Certain Rights of TrusteeSECTION 604. Trustee Not Responsible for
  Recitals or Issuance of NotesSECTION 605. May Hold NotesSECTION 606. Money Held in TrustSECTION 607. Compensation and ReimbursementSECTION 608. Corporate Trustee Required;
  EligibilitySECTION 609. Resignation and Removal;
  Appointment of SuccessorSECTION 610. Acceptance of Appointment by
  SuccessorSECTION 611. Merger, Conversion,
  Consolidation or Succession to BusinessSECTION 612. Appointment of Authenticating
  AgentARTICLE SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE AND
  COMPANYSECTION 701. Company to Furnish Trustee
  Names and AddressesSECTION 702. Disclosure of Names and
  Addresses of HoldersSECTION 703. Reports by TrusteeARTICLE EIGHTMERGER, CONSOLIDATION OR SALE OF ALL OR
  SUBSTANTIALLY ALL ASSETSSECTION 801. Company May Consolidate, Etc.,
  Only on Certain TermsSECTION 802. Guarantors May Consolidate,
  Etc., Only on Certain TermsSECTION 803. Successor Substituted  vii


ARTICLE NINESUPPLEMENTAL INDENTURESSECTION 901. Amendments or Supplements
  Without Consent of HoldersSECTION 902. Amendments, Supplements or
  Waivers with Consent of HoldersSECTION 903. Execution of Amendments,
  Supplements or WaiversSECTION 904. Effect of Amendments,
  Supplements or WaiversSECTION 905. Compliance with Trust
  Indenture ActSECTION 906. Reference in Notes to
  Supplemental IndenturesSECTION 907. Notice of Supplemental
  IndenturesARTICLE TENCOVENANTSSECTION 1001. Payment of Principal,
  Premium, if any, and InterestSECTION 1002. Maintenance of Office or
  AgencySECTION 1003. Money for Notes Payments to
  Be Held in TrustSECTION 1004. Corporate ExistenceSECTION 1005. Payment of Taxes and Other
  ClaimsSECTION 1006. Maintenance of PropertiesSECTION 1007. Maintenance of InsuranceSECTION 1008. Statement by Officers as to
  DefaultSECTION 1009. Reports and Other InformationSECTION 1010. Limitation on Restricted
  PaymentsSECTION 1011. Limitation on Incurrence of
  Indebtedness and Issuance of Disqualified StockSECTION 1012. Limitation on LiensSECTION 1013. Limitations on Transactions
  with AffiliatesSECTION 1014. Limitations on Dividend and
  Other Payment Restrictions Affecting Restricted SubsidiariesSECTION 1015. Limitation on Guarantees of
  Indebtedness by Restricted SubsidiariesSECTION 1016. Limitation on Sale and
  Lease-Back Transactions.SECTION 1017. Change of ControlSECTION 1018. Asset SalesSECTION 1019. Special Interest NoticeSECTION 1020.Suspension of CovenantsARTICLE ELEVENREDEMPTION OF NOTESSECTION 1101. Right of RedemptionSECTION 1102. Applicability of ArticleSECTION 1103. Election to Redeem; Notice to
  TrusteeSECTION 1104. Selection by Trustee of Notes
  to Be Redeemed  viii


SECTION 1105. Notice of RedemptionSECTION 1106. Deposit of Redemption PriceSECTION 1107. Notes Payable on Redemption
  DateSECTION 1108. Notes Redeemed in PartARTICLE TWELVEGUARANTEESSECTION 1201. GuaranteesSECTION 1202. SeverabilitySECTION 1203. Restricted SubsidiariesSECTION 1204. Limitation of Guarantors
  LiabilitySECTION 1205. ContributionSECTION 1206. SubrogationSECTION 1207. ReinstatementSECTION 1208. Release of a GuarantorSECTION 1209. Benefits AcknowledgedARTICLE THIRTEENLEGAL DEFEASANCE AND COVENANT DEFEASANCESECTION 1301. Companys Option to Effect
  Legal Defeasance or Covenant DefeasanceSECTION 1302. Legal Defeasance and
  DischargeSECTION 1303. Covenant DefeasanceSECTION 1304. Conditions to Legal
  Defeasance or Covenant DefeasanceSECTION 1305. Deposited Money and
  Government Securities to Be Held in Trust; Other Miscellaneous ProvisionsSECTION 1306. ReinstatementAPPENDIX &
  EXHIBITSRule 144A /
  Regulation S / IAI AppendixEXHIBIT 1 to Rule
  144A / Regulation S / IAI Appendix  Form of Initial NoteEXHIBIT 2 to Rule
  144A / Regulation S / IAI Appendix  Form of Transferee Letter of
  RepresentationEXHIBIT A  Form
  of Exchange Security or Private Exchange SecurityEXHIBIT B  Form
  of Notation of GuaranteeEXHIBIT
  C  Form of Supplemental IndentureEXHIBIT
  D  Form of Incumbency Certificate  ix


INDENTURE dated as of August 20, 2004
(this Indenture), among PANAMSAT CORPORATION, a Delaware corporation (the Company),
having its principal office at 20 Westport Road, Wilton, Connecticut 06897, and
certain of the Companys direct and indirect Domestic Subsidiaries (as defined
below), each named in the signature pages hereto (each, a Guarantor and,
collectively, the Guarantors), and THE BANK OF NEW YORK, a New York banking
corporation, as Trustee (the Trustee).  RECITALS OF
THE COMPANY  The Company has duly authorized the creation
of an issue of (i) 9% Senior Notes Due 2014 issued on the date hereof (the Initial
Notes) and (ii) if and when issued as required by the Exchange and
Registration Rights Agreement dated the date hereof, among the Company, the
Guarantors and the Purchasers (as defined therein) (the Registration Rights
Agreement), 9% Senior Exchange Notes Due 2014 issued in an Exchange Offer in
exchange for any Initial Notes (the Exchange Notes, and collectively with the
Initial Notes, the Notes), of substantially the tenor and amount hereinafter
set forth, and to provide therefor the Company has duly authorized the
execution and delivery of this Indenture.  Each Guarantor has duly authorized its
Guarantee of the Initial Notes, and if and when issued, the Exchange Notes and
to provide therefor each Guarantor has duly authorized the execution and
delivery of this Indenture.  All things necessary have been done to make
the Notes, when executed by the Company and authenticated and delivered
hereunder and duly issued by the Company, the valid and legally binding
obligations of the Company and to make this Indenture a valid and legally
binding agreement of the Company, in accordance with their and its terms.  All things necessary have been done to make
the Guarantees, upon execution and delivery of this Indenture, the valid
obligations of each Guarantor and to make this Indenture a valid and legally
binding agreement of each Guarantor, in accordance with their and its terms.  NOW,
THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of the premises and
the purchase of the Notes by the Holders thereof, it is mutually covenanted and
agreed, for the equal and ratable benefit of all Holders, as follows:  ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION  SECTION 101.  Rules of Construction and Incorporation by
Reference of Trust Indenture Act. 
(a)  For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


(1)the
terms defined in this Article have the meanings assigned to them in this
Article, and words in the singular include the plural and words in the plural
include the singular;  (2)all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP (as herein defined);  (3)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;  (4)all
references to Articles, Sections, Exhibits and Appendices shall be construed to
refer to Articles and Sections of, and Exhibits and Appendices to, this
Indenture;  (5)or
is not exclusive;  (6)including
means including without limitation;  (7)all
references to the date the Notes were originally issued shall refer to the Issue
Date; and  (8)all
references, in any context, to any interest or other amount payable on or with
respect to the Notes shall be deemed to include any Special Interest (as herein
defined) pursuant to the Registration Rights Agreement.  (b)This Indenture is subject to the
mandatory provisions of the TIA (as herein defined) which are incorporated by
reference in and made a part of this Indenture. 
The following TIA terms have the following meanings:  (1)Commission
means the SEC;  (2)indenture
securities means the Notes and the Guarantees;  (3)indenture
security holder means a Holder;  (4)indenture
to be qualified means this Indenture;  (5)indenture
trustee or institutional trustee means the Trustee; and  (6)obligor
on the indenture securities means the Company, each Guarantor and any other
obligor on the indenture securities.  All other TIA terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule have the meanings assigned to them by such definitions.  2


SECTION 102. 
Definitions.  Acceptable Exclusions means:  (1)war,
invasion, hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending or expected
attack by:  (A)any
government or sovereign power (de jure or de facto),  (B)any
authority maintaining or using a military, naval or air force,  (C)a
military, naval, or air force, or  (D)any
agent of any such government, power, authority or force;  (2)any
anti-satellite device, or device employing atomic or nuclear fission or fusion,
or device employing laser or directed energy beams;  (3)insurrection,
strikes, labor disturbances, riots, civil commotion, rebellion, revolution,
civil war, usurpation, or action taken by a government authority in hindering,
combating or defending against such an occurrence, whether there be declaration
of war or not;  (4)confiscation,
nationalization, seizure, restraint, detention, appropriation, requisition for
title or use by or under the order of any government or governmental authority
or agent (whether secret or otherwise or whether civil, military or de facto)
or public or local authority or agency;  (5)nuclear
reaction, nuclear radiation, or radioactive contamination of any nature,
whether such loss or damage be direct or indirect, except for radiation
naturally occurring in the space environment;  (6)electromagnetic
or radio frequency interference, except for physical damage to the Satellite
directly resulting from such interference;  (7)willful
or intentional acts of the directors or officers of the named insured, acting
within the scope of their duties, designed to cause loss or failure of the
Satellite;  (8)an
act of one or more individuals, whether or not agents of a sovereign power, for
political or terrorist purposes and whether the loss, damage or failure
resulting therefrom is accidental or intentional;  (9)any
unlawful seizure or wrongful exercise of control of the Satellite made by any
individual or individuals acting for political or terrorist purposes, (x) loss
of revenue, incidental damages or consequential loss;  (10)loss
of revenue, incidental damages or consequential loss;  3


(11)extra
expenses, other than the expenses insured under the applicable policy;  (12)third
party liability;  (13)loss
of a redundant component(s) that does not cause a transponder failure; and  (14)such
other similar exclusions as may be customary for policies of such type as of
the date of issuance or renewal of such coverage.  Acquired Indebtedness means, with respect to any
specified Person,  (1)Indebtedness
of any other Person existing at the time such other Person is merged with or
into or became a Restricted Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Restricted Subsidiary of such specified
Person, and  (2)Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.  Act, when used with respect to any Holder, has the meaning
specified in Section 105 of this Indenture.  Additional Notes means any Notes issued by the
Company pursuant to Section 312.  Adjusted EBITDA means, with respect to the Company and
the Restricted Subsidiaries on a consolidated basis, for any period, an amount
equal to Consolidated Net Income for such period  (1)increased
(without duplication) by:  (A)Consolidated
Income Tax Expense accrued for such period to the extent deducted in
determining Consolidated Net Income for such period; plus  (B)Consolidated
Interest Expense (including interest under Satellite Purchase Agreements for
such period to the extent excluded in determining Consolidated Interest Expense
for such period) for such period to the extent deducted in determining
Consolidated Net Income for such period; plus  (C)Consolidated
Depreciation and Amortization Expense of such Person for such period to the
extent such depreciation and amortization were deducted in computing
Consolidated Net Income; plus  4


(D)collections
on investments in sales-type leases during such period, to the extent not
otherwise included in Consolidated Net Income for such period; plus  (E)to
the extent deducted in arriving at Consolidated Net Income, foreign withholding
taxes paid or accrued in such period; plus  (F)any
amounts receivable for such period in connection with contracts that are
attributable to Globo Comunicacões e Participacöes, Ltda.s involvement in
arrangements with Sky Multi-Country Partners; plus  (G)any
expenses or charges related to any Equity Offering, Permitted Investment,
acquisition, disposition, recapitalization or Indebtedness permitted to be
incurred by this Indenture including a refinancing thereof (whether or not
successful), including (i) such fees, expenses or charges related to the
offering of the notes and the Credit Facilities and (ii) any amendment or
other modification of the notes or the Credit Facilities, and, in each case,
deducted in computing Consolidated Net Income; plus  (H)the
amount of any restructuring charge deducted in such period in computing
Consolidated Net Income, including any one-time costs incurred in connection
with acquisitions after the Issue Date and costs related to closure of
facilities; plus  (I)any
other non-cash charges reducing Consolidated Net Income for such period,
excluding any such charge that represents an accrual or reserve for a cash
expenditure for a future period; plus  (J)the
amount of any minority interest expense deducted in calculating Consolidated
Net Income (less the amount of any cash dividends paid to the holders of such minority
interests); plus  (K)the
amount of management, monitoring, consulting and advisory fees and related
expenses paid to the Investors;  (2)decreased
by (without duplication):  (A)any
gross profit on sales-type leases included in Consolidated Net Income for such
period, except for collections on investments in sales-type leases during such
period, to the extent included in Consolidated Net Income for such period; and  (B)non-cash
items increasing Consolidated Net Income of the Company and the Restricted
Subsidiaries for such period, excluding any items which represent the reversal
of any accrual of, or cash reserve for, anticipated cash charges in any prior
period; and  (3)increased
or decreased by (without duplication):  5


(A)any
net loss or gain resulting from currency exchange risk Hedging Obligations; plus or minus, as applicable  (B)without
duplication, the Historical Adjustments.  Adjusted Net
Assets has the meaning specified in Section 1205 of this Indenture.  Affiliate of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, control
(including, with correlative meanings, the terms controlling, controlled by
and under common control with), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.  Affiliate
Transaction has the meaning specified in Section 1013 of this Indenture.  Agent means any Note
Registrar, co-registrar, Paying Agent or additional paying agent.  Applicable Premium
means, with respect to any Note on any Redemption Date, the greater of:  (1)1.0%
of the principal amount of the Note; and  (2)the
excess, if any, of:  (A)the
present value at such redemption date of (i) the redemption price of the
Note at August 15, 2009 (such redemption price being set forth in the table
appearing in Section 1101), plus
(ii) all required interest payments due on the Note through August 15,
2009 (excluding accrued but unpaid interest to the Redemption Date), computed
using a discount rate equal to the Treasury Rate as of such Redemption Date
plus 50 basis points; over  (B)the
principal amount of the Note.  Asset Sale means:  (1)the
sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions, of property or assets
(including by way of a Sale Lease-Back Transaction) of the Company or any
Restricted Subsidiary (each referred to in this definition as a disposition),
or  (2)the issuance or sale of Equity Interests of any
Restricted Subsidiary, whether in a single transaction or a series of related
transactions, in each case, other than:  6


(A)a
disposition of Cash Equivalents or Investment Grade Securities or obsolete or
worn out equipment in the ordinary course of business or inventory (including
the sale or leasing including by way of sales-type lease, of transponder
capacity and the leasing or licensing of teleports);  (B)the
disposition of all or substantially all of the assets of the Company in a
manner permitted pursuant to Section 801 or any disposition that constitutes a
Change of Control pursuant to this Indenture;  (C)the
making of any Restricted Payment or Permitted Investment that is permitted to
be made, and is made, under Section 1010;  (D)any disposition of assets or issuance or sale of
Equity Interests of any Restricted Subsidiary in any transaction or series of
transactions with an aggregate fair market value of less than
$25.0 million;  (E)any disposition of property or assets or issuance
of securities by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Restricted Subsidiary;  (F)to the extent allowable under Section 1031 of
the Internal Revenue Code of 1986, any exchange of like property (excluding any
boot thereon) for use in a Similar Business;  (G)the lease, assignment or sub-lease of any real or
personal property in the ordinary course of business;  (H)any sale of Equity Interests in, or Indebtedness
or other securities of, an Unrestricted Subsidiary (with the exception of
Investments in Unrestricted Subsidiaries acquired pursuant to clause (8)
of the definition of Permitted Investments);  (I)foreclosures
on assets;  (J)sales of accounts receivable (including in respect
of sales-type leases) and related assets (including contract rights) which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable (including in respect of sales-type leases), or
participations therein, in connection with any Receivables Facility;  (K)any financing transaction with respect to property
built or acquired by the Company or any Restricted Subsidiary after the Issue
Date, including Sale and Lease-Back Transactions and asset securitizations
permitted by this Indenture;  (L)any
Event of Loss; and  7


(M)any
sale of an Excluded Satellite; provided,
that any cash and Cash Equivalents received in connection with the sale of an
Excluded Satellite shall be treated as Net Proceeds of an Asset Sale and shall
be applied as provided for under Section 1018.  Asset Sale Offer
has the meaning specified in Section 1018 of this Indenture.  Bankruptcy Law means
Title 11, United States Bankruptcy Code of 1978, as amended, or any similar
United States federal or state law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.  Board of Directors
means, with respect to any Person, either the board of directors of such Person
or any duly authorized committee of such board.  Board Resolution
means, with respect to the Company, a duly adopted resolution of the Board of
Directors of the Company or any committee thereof.  Business Day means
each day which is not a Legal Holiday.  Capital Stock means:  (1)in
the case of a corporation, corporate stock,  (2)in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock,  (3)in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited), and  (4)any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.  Capitalized
Lease Obligation means, at the time any
determination thereof is to be made, the amount of the liability in respect of
a capital lease that would at such time be required to be capitalized and
reflected as a liability on a balance sheet (excluding the footnotes thereto)
in accordance with GAAP.  For
purposes of Section 1012, a Capitalized Lease Obligation will be deemed to be
secured by a Lien on the property being leased.  Cash Equivalents
means:  (1)United
States dollars,  (2)pounds
sterling,  (3)(A)
euro, or any national currency of any participating member state in the
European Union, or  8


(B) in the case of any Foreign Subsidiary that is a Restricted
Subsidiary, such local currencies held by them from time to time in the
ordinary course of business,  (4)securities
issued or directly and fully and unconditionally guaranteed or insured by the
United States government or any agency or instrumentality thereof the
securities of which are unconditionally guaranteed as a full faith and credit
obligation of such government with maturities of 24 months or less from
the date of acquisition,  (5)certificates
of deposit, time deposits and eurodollar time deposits with maturities of one
year or less from the date of acquisition, bankers acceptances with maturities
not exceeding one year and overnight bank deposits, in each case with any
commercial bank having capital and surplus of not less than $250.0 million
in the case of domestic banks and $100.0 million (or the U.S. dollar
equivalent as of the date of determination) in the case of foreign banks,  (6)repurchase
obligations for underlying securities of the types described in clauses (4) and
(5) above, entered into with any financial institution meeting the
qualifications specified in clause (5) above,  (7)commercial
paper rated at least P-1 by Moodys or at least A-1 by S&P and in each case
maturing within 12 months after the date of creation thereof,  (8)marketable
short-term money market and similar funds (x) either having assets in
excess of $250.0 million or (y) having a rating of at least P-2 or A-2
from either Moodys or S&P, respectively (or, if at any time neither Moodys
nor S&P shall be rating such obligations, an equivalent rating from another
Rating Agency),  (9)investment
funds investing 95% of their assets in securities of the types described in
clauses (1) through (8) above,  (10)readily
marketable direct obligations issued by any state of the United States of
America or any political subdivision thereof having one of the two highest
rating categories obtainable from either Moodys or S&P with maturities of
24 months or less from the date of acquisition, and  (11)Indebtedness
or preferred stock issued by Persons with a rating of A or higher from
S&P or A2 or higher from Moodys with maturities of 12 months or
less from the date of acquisition.  Notwithstanding the foregoing,
Cash Equivalents shall include amounts denominated in currencies other than
those set forth in clauses (1) through (3) above, provided that such amounts are converted into any currency
listed in clauses (1) through (3) above, as promptly as practicable
and in any event within ten Business Days following the receipt of such
amounts.  9


Change of Control
means the occurrence of any of the following:  (1)the
sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, to any Person other than a Permitted Holder; or  (2)the
Company becomes aware of (by way of a report or any other filing pursuant Section 13(d) of the Exchange Act, proxy,
vote, written notice or otherwise) the acquisition by any Person or group (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, or any successor provision), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted
Holders, in a single transaction or in a related series of transactions, by way
of merger, consolidation or other business combination or purchase of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act, or any successor provision) of 50% or more of the total voting power of
the Voting Stock of the Company or any of its direct or indirect parent
corporations.  Change of
Control Offer has the meaning specified in Section 1017 of this Indenture.  Change of
Control Payment has the meaning specified in Section 1017 of this
Indenture.  Change of
Control Payment Date has the meaning specified in Section 1017 of this
Indenture.  Common Stock means,
with respect to any Person, any and all shares, interests, participations and
other equivalents (however designated, whether voting or non-voting) of
such Persons common stock, whether now outstanding or issued after the date of
this Indenture, and includes all series and classes of such common stock.  Company means the
Person named as the Company in the first paragraph of this Indenture, until a
successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter Company shall mean such successor Person.  Company Request
or Company Order means a written request or order signed in the name of the
Company by two Officers or one Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company, and delivered to the Trustee.  consolidated or Consolidated
means, with respect to any Person, such Person consolidated with its Restricted
Subsidiaries, and shall not include any Unrestricted Subsidiary.  Consolidated Depreciation and
Amortization Expense means with respect to any Person for any period, the
total amount of depreciation and amortization expense, including the
amortization of deferred financing fees, and other related non-cash charges,
excluding any non-cash item that represents an accrual or reserve for a cash
expenditure for a future period, of  10


such Person and its Restricted
Subsidiaries for such period on a consolidated basis and otherwise determined
in accordance with GAAP.  Consolidated
Income Tax Expense means, with respect to the Company for any period, the
provision for federal, state, local and foreign taxes based on income or
profits (including franchise taxes) payable by the Company and the Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP.  Consolidated
Interest Expense means, with respect to any Person for any period, the
sum, without duplication, of:  (1)consolidated
interest expense of such Person and its Restricted Subsidiaries for such
period, to the extent such expense was deducted in computing Consolidated Net
Income (including amortization of original issue discount resulting from the
issuance of Indebtedness at less than par, non-cash interest payments (but
excluding any non-cash interest expense attributable to the movement in the
mark to market valuation of Hedging Obligations or other derivative instruments
pursuant to Financial Accounting Standards Board Statement No. 133Accounting
for Derivative Instruments and Hedging Activities), the interest component of
Capitalized Lease Obligations and net payments, if any, pursuant to interest
rate Hedging Obligations, and excluding amortization of deferred financing
fees, any expensing of bridge or other financing fees and any interest under
Satellite Purchase Agreements),  (2)(A)  all
cash dividend payments (excluding items eliminated in consolidation) on any
series of preferred stock (including any Designated Preferred Stock) or any
Refunding Capital Stock of such Person made during such period and (B) all
cash dividend payments (excluding items eliminated in consolidation) on any
series of Disqualified Stock made during such period, and  (3)consolidated capitalized interest of such Person
and its Restricted Subsidiaries for such period, whether paid or accrued less  (4)interest income for such period.  For purposes
of this definition, interest on a Capitalized Lease Obligation shall be deemed
to accrue at an interest rate reasonably determined by such Person to be the
rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP.  Consolidated
Net Income means, with respect to any
Person for any period, the aggregate of the Net Income, of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, and otherwise
determined in accordance with GAAP; provided,
however, that:  (1)any
net after-tax extraordinary, non-recurring or unusual gains or losses (less all
fees and expenses relating thereto) or expenses (including relating to
severance, relocation costs, new product introductions, one-time compensation
charges and the Transactions) shall be excluded,  11


(2)the
Net Income for such period shall not include the cumulative effect of a change
in accounting principles during such period,  (3)any net after-tax income (loss) from disposed or
discontinued operations and any net after-tax gains or losses on disposal of
disposed or discontinued operations shall be excluded,  (4)any net after-tax gains or losses (less all fees
and expenses relating thereto) attributable to asset dispositions other than in
the ordinary course of business, as determined in good faith by the Board of
Directors of the Company, shall be excluded,  (5)the Net Income for such period of any Person that
is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for
by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of
the Company shall be increased by the amount of dividends or distributions or
other payments that are actually paid in cash (or to the extent converted into
cash) to the referent Person or a Restricted Subsidiary thereof in respect of
such period,  (6)solely for the purpose of determining the amount
of Cumulative Credit, the Net Income for such period of any Restricted
Subsidiary (other than any Guarantor) shall be excluded if the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of
its Net Income is not at the date of determination wholly permitted without any
prior governmental approval (which has not been obtained) or, directly or
indirectly, by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule, or governmental regulation
applicable to such Restricted Subsidiary or its stockholders, unless such
restriction with respect to the payment of dividends or in similar
distributions has been legally waived, provided that
Consolidated Net Income of the Company shall be increased by the amount of
dividends or other distributions or other payments actually paid in cash (or to
the extent converted into cash) to the Company or a Restricted Subsidiary
thereof in respect of such period, to the extent not already included therein,  (7)effects of adjustments in any line item in such
Persons consolidated financial statements required or permitted by the
Financial Accounting Standards Board Statement Nos. 141 and 142 resulting from
the application of purchase accounting in relation to the Transactions or any
acquisition that is consummated after the Issue Date, net of taxes, shall be
excluded,  (8)any net after-tax income (loss) from the early
extinguishment of Indebtedness or Hedging Obligations or other derivative
instruments shall be excluded,  (9)any
impairment charge or asset write-off pursuant to Financial Accounting Standards
Board Statement No. 142 and No. 144 and the amortization of
intangibles arising pursuant to No. 141 shall be excluded, and  (10)any
non-cash compensation expense recorded from grants of stock appreciation or
similar rights, stock options or other rights to officers, directors or
employees shall be excluded.  12


Notwithstanding the foregoing,
for the purpose of Section 1010 only, there shall be excluded from Consolidated
Net Income any income arising from any sale or other disposition of Restricted
Investments made by the Company and the Restricted Subsidiaries, any
repurchases and redemptions of Restricted Investments from the Company and the
Restricted Subsidiaries, any repayments of loans and advances which constitute
Restricted Investments by the Company or any Restricted Subsidiary, any sale of
the stock of an Unrestricted Subsidiary or any distribution or dividend from an
Unrestricted Subsidiary, in each case only to the extent such amounts increase
the amount of Restricted Payments permitted under such covenant pursuant to the
definition of the term Cumulative Credit.  Consolidated
Secured Debt Ratio as of any date of determination means, the ratio of
(a) Consolidated Total Indebtedness of the Company and its Restricted
Subsidiaries that is secured by Liens as of the end of the most recent fiscal
period for which financial reports have been filed with the SEC or provided to
the Trustee, to (b) the aggregate amount of Adjusted EBITDA for the then
most recent four fiscal quarters for which reports have been filed with the SEC
or provided to the Trustee, in each case with such pro forma adjustments to
Consolidated Total Indebtedness and Adjusted EBITDA as are appropriate and
consistent with the pro forma adjustment provisions set forth in the definition
of the term Debt to Adjusted EBITDA Ratio.  Consolidated
Total Indebtedness means, as at any date of determination, an amount equal
to the sum of (a) the aggregate amount of all outstanding Indebtedness of
the Company and the Restricted Subsidiaries and (b) the aggregate amount
of all outstanding Disqualified Stock in the Company and all preferred stock in
the Restricted Subsidiaries, with the amount of such Disqualified Stock and
preferred stock equal to the greater of their respective voluntary or
involuntary liquidation preferences and maximum fixed repurchase prices, in
each case determined on a consolidated basis in accordance with GAAP.  For purposes hereof, the maximum fixed
repurchase price of any Disqualified Stock or preferred stock that does not
have a fixed repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock or preferred stock as if such Disqualified Stock or
preferred stock were purchased on any date on which Consolidated Total
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Stock or preferred stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the
Company.  Contingent
Obligations means, with respect to any Person, any obligation of such Person
guaranteeing any leases (other than any lease or leases entered into in
connection with any Sale Lease-Back Transaction), dividends or other
obligations that do not constitute Indebtedness (primary obligations) of any
other Person (the primary obligor) in any manner, whether directly or
indirectly, including any obligation of such Person, whether or not contingent,  (1)to
purchase any such primary obligation or any property constituting direct or
indirect security therefor,  (2)to
advance or supply funds:  13


(A)for
the purchase or payment of any such primary obligation, or  (B)to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, or  (3)to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation against loss in respect thereof.  Corporate Trust
Office means the principal corporate trust office of the Trustee, at which
at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Indenture is located at The Bank
of New York, 101 Barclay Street, 8W, New York, New York, 10286, except that
with respect to presentation of the Notes for payment or for registration of
transfer or exchange, such term shall mean the office or agency of the Trustee
at which, at any particular time, its corporate agency business shall be
conducted.  Corporation includes
corporations, associations, companies and business trusts.  Covenant
Defeasance has the meaning specified in Section 1303 of this Indenture.  Credit Facilities
means, with respect to the Company or any of
its Restricted Subsidiaries, one or more debt facilities, including the Senior
Credit Facilities, or commercial paper facilities with banks or other
institutional lenders or investors or indentures providing for revolving credit
loans, term loans, receivables financing, including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against receivables, letters of credit or other long-term
indebtedness, including any guarantees, collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements,
modifications, extensions, renewals, restatements or refundings thereof and any
indentures or credit facilities or commercial paper facilities with banks or
other institutional lenders or investors that replace, refund or refinance any
part of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture
that increases the amount borrowable thereunder or alters the maturity thereof
(provided that such increase in
borrowings is permitted under Section 1011).  Cumulative Credit  means the sum of (without duplication):  (1)the aggregate net
cash proceeds, and the fair market value of marketable securities or other
property other than cash (as determined in good faith by the Board of Directors
of the Company), received by the Company from the issue or sale (other than to
a Restricted Subsidiary) of any class of Equity Interests, including Retired
Capital Stock, in the Company after the Issue Date, other than
(A) Disqualified Stock, (B) Equity Interests to the extent the net
cash proceeds therefrom are applied as provided for in Section 1010(b)(4),
(C) Designated Preferred Stock, (D) Refunding Capital Stock and
(E) Excluded Contributions; plus  (2)100%
of any cash and the fair market value of marketable securities or other
property other than cash (as determined in good faith by the Board of Directors
of  14


the Company)
received by the Company as a capital contribution from its shareholders
subsequent to the Issue Date other than any Excluded Contributions;plus  (3)the
principal amount (or accreted amount (determined in accordance with GAAP), if
less) of any Indebtedness, or the liquidation preference or maximum fixed
repurchase price, as the case may be, of any Disqualified Stock, of the Company
or any Restricted Subsidiary issued after the Issue Date (other than any such
Indebtedness or Disqualified Stock to the extent issued to a Restricted
Subsidiary), which has been converted into or exchanged for Equity Interests in
the Company (other than Disqualified Stock); plus  (4)cumulative
Adjusted EBITDA from and after the first day of the fiscal quarter during which
the Issue Date occurs, to the end of the fiscal quarter immediately preceding
the date of the proposed Restricted Payment, or, if cumulative Adjusted EBITDA
for such period is negative, minus the amount by which cumulative Adjusted
EBITDA is less than zero; plus  (5)to
the extent not already included in Adjusted EBITDA, 100% of the aggregate net
cash proceeds received by the Company or a Restricted Subsidiary since the
Issue Date from (A) Investments (other than Permitted Investments),
whether through interest payments, principal payments, dividends or other
distributions and payments, or the sale or other disposition (other than to the
Company or a Restricted Subsidiary) thereof made by the Company and its
Restricted Subsidiaries and (B) a cash dividend from, or the sale (other
than to the Company or a Restricted Subsidiary) of the stock of, an
Unrestricted Subsidiary; plus  (6)if
any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the
fair market value of all Investments by the Company and its Restricted
Subsidiaries in such Subsidiary, as determined in good faith by the Board of
Directors of the Company.  Notwithstanding anything to the
contrary above, any repayments of Restricted Payments made pursuant to Section
1010(b)(11) shall be excluded from the calculation of Cumulative Credit.  Cumulative Interest Expense  means, in respect of any Restricted Payment, the
sum of the aggregate amount of Consolidated Interest Expense of the Company and
the Restricted Subsidiaries for the period from and after the first day of the
fiscal quarter during which the Issue Date occurs, to the end of the fiscal
quarter immediately preceding the proposed Restricted Payment.  Debt to Adjusted
EBITDA Ratio means, with respect to any Person for any period, such Persons
ratio of (1) Consolidated Total Indebtedness as of the date of calculation
(the Determination Date) to (2) the Adjusted EBITDA for the four full
consecutive fiscal quarters immediately preceding such Determination Date for
which financial information is available (the Measurement Period). In the
event that the Company or any Restricted Subsidiary incurs, assumes, guarantees
or redeems any Indebtedness or issues or redeems Disqualified Stock or
preferred stock subsequent to the commencement of the Measurement  15


Period for which the Debt to
Adjusted EBITDA Ratio is being calculated but prior to the Determination Date,
then the Debt to Adjusted EBITDA Ratio shall be calculated giving pro forma
effect to such incurrence, assumption, guarantee or redemption of Indebtedness,
or such issuance or redemption of Disqualified Stock or preferred stock, as if
the same had occurred at the beginning of the applicable four-quarter period.  For purposes of making the computation
referred to above, Investments, acquisitions, dispositions, mergers,
consolidations and disposed operations (as determined in accordance with GAAP)
that have been made by the Company or any Restricted Subsidiary during the
four-quarter reference period or subsequent to such reference period and on or
prior to or simultaneously with the Determination Date shall be calculated on a
pro forma basis assuming that all such Investments, acquisitions, dispositions,
mergers, consolidations and disposed operations (and the change in any
associated obligations and the change in Adjusted EBITDA resulting therefrom)
had occurred on the first day of the four-quarter reference period. If 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 any Investment,
acquisition, disposition, merger, consolidation or disposed operation that
would have required adjustment pursuant to this definition, then the Debt to
Adjusted EBITDA Ratio shall be calculated giving pro forma effect thereto for
such period as if such Investment, acquisition, disposition, merger,
consolidation or disposed operation had occurred at the beginning of the
applicable four-quarter period.  For purposes of this definition, whenever pro
forma effect is to be given to a transaction, the pro forma calculations shall
be made in good faith by a responsible financial or accounting officer of the
Company. If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the Determination Date had been the applicable rate
for the entire period (taking into account any Hedging Obligations applicable
to such Indebtedness). Interest on a Capitalized Lease Obligation shall be
deemed to accrue at an interest rate reasonably determined by a responsible
financial or accounting officer of the Company to be the rate of interest
implicit in such Capitalized Lease Obligation in accordance with GAAP. For
purposes of making the computation referred to above, interest on any Indebtedness
under a revolving credit facility computed on a pro forma basis shall be
computed based upon the average daily balance of such Indebtedness during the
applicable period. Interest on Indebtedness that may optionally be determined
at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have
been based upon the rate actually chosen, or, if none, then based upon such
optional rate chosen as the Company may designate.  Default means any event
that is, or with the passage of time or the giving of notice or both would be,
an Event of Default.  Defaulted Interest
has the meaning specified in Section 306(b) of this Indenture.  Depositary means The
Depository Trust Company, its nominees and their respective successors.  16


Designated
Noncash Consideration means the fair
marketvalueof non-cash
consideration received by the Company or a Restricted Subsidiary in connection
with an Asset Sale that is so designated as Designated Non-cash Consideration
pursuant to an Officers Certificate, setting forth the basis of such
valuation, executed by an executive vice president and the principal financial
officer of the Company, less the amount of cash or Cash Equivalents received in
connection with a subsequent sale of such Designated Noncash Consideration.  Designated
Preferred Stock means preferred stock
of the Company or any parent corporation thereof (in each case other than Disqualified
Stock) that is issued for cash (other than to a Restricted Subsidiary) and is
so designated as Designated Preferred Stock, pursuant to an Officers
Certificate executed by an executive vice president and the principal financial
officer of the Company or the applicable parent corporation thereof, as the
case may be, on the issuance date thereof, the cash proceeds of which are
excluded from the calculation set forth in the definition of the term Cumulative
Credit.  Disqualified Stock
means, with respect to any Person, any
Capital Stock of such Person which, by its terms, or by the terms of any
security into which it is convertible or for which it is putable or
exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable, other than as a result of a change of control or asset sale,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, other than as a result of a change of control or
asset sale, in whole or in part, in each case prior to the date 91 days
after the earlier of the maturity date of the Notes or the date the Notes are
no longer outstanding; provided, however, that if such Capital Stock is
issued to any plan for the benefit of employees of the Company or its Subsidiaries
or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the
Company or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations.  Domestic
Subsidiary means, with respect to any Person, any Restricted Subsidiary of
such Person other than a Foreign Subsidiary.  EMU means economic and
monetary union as contemplated in the Treaty on European Union.  Equity Interests
means Capital Stock and all warrants, options or other rights to acquire
Capital Stock, but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock.  Equity Offering means
any public or private sale of Common Stock or preferred stock of the Company or
any of its direct or indirect parent corporations (excluding Disqualified
Stock), other than  (1)public
offerings with respect to the Companys or any direct or indirect parent
corporations Common Stock registered on Form S-8 and  (2)any such public or private sale that constitutes
an Excluded Contribution.  euro means the single currency of participating member
states of the EMU.  17


Event of Default
has the meaning specified in Section 501 of this Indenture.  Event of Loss has
the meaning specified in Section 1007 of this Indenture.  Event of Loss
Proceeds means, with respect to any Event of Loss, all Satellite insurance
proceeds received by the Company or any of the Restricted Subsidiaries in
connection with such Event of Loss, after  (1)provision
for all income or other taxes
measured by or resulting from such Event of Loss,  (2)payment
of all reasonable legal, accounting and
other reasonable fees and expenses related to such Event of Loss,  (3)payment of amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the Satellite that is the
subject of such Event of Loss,  (4)provision for payments to Persons who own an
interest in the Satellite (including any transponder thereon) in accordance
with terms of the agreement(s) governing the ownership of such interest by such
Person (other than payments to insurance carriers required to be made based on
the future revenues generated from such Satellite), and  (5)deduction of appropriate amounts to be provided by
the Company or such Restricted Subsidiary as a reserve, in accordance with
GAAP, against any liabilities associated with the Satellite that was the subject
of the Event of Loss.  Excess Proceeds has
the meaning specified in Section 1018 of this Indenture.  Exchange Act means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.  Exchange Notes has
the meaning specified in the first recital of this Indenture.  Unless the context otherwise requires, all
references to the Exchange Notes shall include 9% Senior Exchange Notes Due
2014 issued in exchange for any Additional Notes.  Exchange Offer means
the Exchange Offer as defined in the Registration Rights Agreement.  Exchange
Offer Registration Statement means the Exchange Offer Registration
Statement as defined in the Registration Rights Agreement.  Excluded
Contribution means net cash proceeds,
marketable securities or Qualified Proceeds received by the Company from:  (1)contributions
to its common equity capital, and  18


(2)the sale (other than to a Subsidiary of the
Company or to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Company) of Capital
Stock (other than Disqualified Stock and Designated Preferred Stock) of the
Company,  in each case designated as Excluded Contributions pursuant to an
Officers Certificate executed by an executive vice president and the principal
financial officer of the Company on the date such capital contributions are
made or the date such Equity Interests are sold, as the case may be, which are
excluded from the calculation set forth in the definition of the term Cumulative
Credit.  Excluded Satellitemeans (a) the
Satellites of the Company and its Restricted Subsidiaries identified as PAS-4,
PAS-5, PAS-7, PAS-1R, PAS-6B, SBS-6, Galaxy IIIR, Galaxy IVR, Galaxy 11 and
Galaxy 10R and (b) any other Satellite that (1) is not expected or
intended, in the good faith determination of the Board of Directors of the
Company and evidenced by a Board Resolution delivered to the Trustee, to earn
future revenues from the operation of such Satellite in excess of
$25.0 million in any fiscal year, and (2) has suffered loss or damage
such that (A) the procurement of In-Orbit Insurance therefor in the amount
and on the terms required by this Indenture would not be available for a price
that is, and on other terms and conditions that are, commercially reasonable or
(B) such In-Orbit Insurance would be subject to exclusions or limitations
of coverage that would make the terms of the insurance commercially
unreasonable, in either case, as determined in good faith by the Board of
Directors of the Company and evidenced by a Board Resolution delivered to the
Trustee.  Existing
Indebtedness means Indebtedness of the
Company or the Restricted Subsidiaries in existence on the Issue Date, plus
interest accruing thereon.  Foreign Subsidiary
means, with respect to any Person, any
Restricted Subsidiary of such Person that is not organized or existing under
the laws of the United States, any state thereof, the District of Columbia, or
any territory thereof.  Funding Guarantor
has the meaning specified in Section 1205 of this Indenture.  GAAP means generally accepted accounting principles in
the United States which are in effect on the Issue Date.  Government Securities means securities that are:  (1)direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged, or  (2)obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America,  which, in either case, are not callable or redeemable at the option of
the issuers thereof, and shall also include a depository receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act), as custodian
with respect to any such Government Securities or a specific payment of  19


principal of or interest on any such Government Securities held by such
custodian for the account of the holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Securities or the specific payment of
principal of or interest on the Government Securities evidenced by such
depository receipt.  guarantee means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.  Guarantee means the guarantee by any
Guarantor of the Companys obligations under this Indenture.  Guarantors means all
Restricted Subsidiaries that are Domestic Subsidiaries as of the Issue Date and
any other Subsidiary of the Company that executes a supplemental indenture to
this Indenture providing for a guarantee of payment of the Notes.  Hedging
Obligations means, with respect to any Person, the obligations of such
Person under any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, foreign exchange contract, currency swap
agreement or similar agreement providing for the transfer or mitigation of
interest rate or currency risks either generally or under specific
contingencies.  Historical
Adjustments means with respect to any Person, without duplication, the
following items to the extent incurred prior to the Issue Date:  (1)adjustment
of sales-type leases to operating leases;  (2)elimination
of new sales-type leases;  (3)loss
on conversion of sales-type leases;  (4)impairment
charges from satellite write-downs;  (5)gain
on satellite insurance claims;  (6)restructuring
charges;  (7)reserves
for long-term receivables and sales-type lease adjustments,
including customer-related long-term receivables evaluated as
uncollectible;  (8)reversal
of allowance for customer credits, including any amounts receivable for such
period in connection with contracts that are attributable to Globo Comunicacões
e Participacöes, Ltda.s involvement in arrangements with Sky Multi-Country
Partners;  20


(9)change
in reserve estimates related to two of the Companys minority Investments based
on the Companys assessment of the investees market value;  (10)leaseback
expense net of deferred gain;  (11)other
non-operating items consisting of (A) transaction related fees and
expenses including management retention bonuses, (B) fees and expenses
related to prior acquisitions and due diligence for acquisitions not
consummated, (C) non-cash stock compensation expense, (D) gain or
loss on disposals and non-cash write-offs of other property and equipment,
(E) non-cash losses from an investment accounted for by the equity method,
(F) reserve adjustments and (G) gain on termination of the Galaxy 8-iR
construction contract.  Holder means a holder of
the Notes.  incur has the meaning
specified in Section 1011 of this Indenture.  incurrence has the
meaning specified in Section 1011 of this Indenture.  Indebtedness means,
with respect to any Person,  (1)any
indebtedness (including principal and premium) of such Person, whether or not
contingent:  (A)in
respect of borrowed money;  (B)evidenced
by bonds, notes, debentures or similar instruments or letters of credit or
bankers acceptances (or, without double counting, reimbursement agreements in
respect thereof);  (C)representing
the balance deferred and unpaid of the purchase price of any property
(including Capitalized Lease Obligations) and the present value (discounted at
the interest rate borne by the notes, compounded annually) of total obligations
of the lessee for rental payments during the remaining term of the lease
included in any Sale and Lease-Back Transaction (including any period for which
such lease has been extended)), except any such balance that constitutes a
trade payable or similar obligation to a trade creditor, in each case accrued
in the ordinary course of business; or  (D)representing
any Hedging Obligations,  if and to the extent that any of the foregoing
Indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet (excluding the footnotes thereto) of
such Person prepared in accordance with GAAP;  (2)to
the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the obligations of the
type  21


referred to in
clause (1) of another Person (whether or not such items would appear upon
the balance sheet of the such obligor or guarantor), other than by endorsement
of negotiable instruments for collection in the ordinary course of business;
and  (3)to
the extent not otherwise included, Indebtedness of another Person secured by a
Lien on any asset owned by such Person, whether or not such Indebtedness is
assumed by such Person;  provided,
however, that notwithstanding the
foregoing, Indebtedness shall be deemed not to include (A) Contingent
Obligations incurred in the ordinary course of business; (B) obligations
under or in respect of Receivables Facilities; (C) deferred or prepaid
revenues; (D) purchase price holdbacks in respect of a portion of the
purchase price of an asset to satisfy warranty or other unperformed obligations
of the respective seller; (E) obligations to make payments to one or more
insurers under satellite insurance policies in respect of premiums or the
requirement to remit to such insurer(s) a portion of the future revenues
generated by a satellite which has been declared a constructive total loss, in
each case in accordance with the terms of the insurance policies relating
thereto; or (F) any obligations to make progress or incentive payments
under any satellite manufacturing contract or to make payments under satellite
launch contracts in respect of launch services provided thereunder, in each
case, to the extent not overdue by more than 90 days.  Indenture means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this Indenture and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be part of and govern this instrument
and any such supplemental indenture, respectively.  Independent
Financial Advisor means an accounting,
appraisal, investment banking firm or consultant to Persons engaged in Similar
Businesses of nationally recognized standing that is, in the good faith
judgment of the Company, qualified to perform the task for which it has been
engaged.  Initial Notes has
the meaning stated in the first recital of this Indenture.  Initial Purchasers
means Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Bear
Stearns & Co. Inc., Lehman Brothers Inc., BNP Paribas
Securities Corp., Calyon Securities (USA) Inc., Greenwich Capital Markets,
Inc., ING Financial Markets LLC, Scotia Capital (USA) Inc., ABN AMRO Incorporated,
BNY Capital Markets Inc. and SG Americas Securities, LLC.  In-Orbit Insurance
means, with respect to any Satellite, insurance for risk of loss of and damage
to such Satellite attaching upon the expiration of the launch insurance
therefore and renewing, during the commercial in-orbit service of such
Satellite, prior to the expiration of the immediately preceding corresponding
In-Orbit Insurance policy, subject to the terms and conditions set forth in
this Indenture.  22


In-orbit Spare
Satellite means a Satellite that:  (1)shall
meet or exceed the performance requirements to which the customer would be entitled pursuant to its service agreement
with respect to each Satellite being protected (or the C-band or Ku-band payloads
separately on a hybrid C/Ku-band Satellite, provided both
payloads on such Satellite are so protected or insured by insurance in
accordance with Section 1007); and  (2)to
the extent necessary to serve the present and future intended customer base for
the Satellite being protected (or the C-band or Ku-band payloads separately on
a hybrid C/Ku-band Satellite, provided both
payloads on such Satellite are so protected or insured by insurance in
accordance with Section 1007), shall have a similar or better footprint
coverage and power levels and similar operating radio frequencies when compared
to each Satellite (or the C-band or Ku-band payloads separately on a hybrid
C/Ku-band Satellite, provided both
payloads on such Satellite are so protected or insured by insurance in
accordance with Section 1007) for which it shall be maintained as an In-orbit
Spare Satellite;  providedthat a Satellite that has both
C-band and Ku-band payloads, shall be deemed to be an In-orbit Spare Satellite
with respect to each payload as to which it meets the foregoing criteria as
applied to such payload separately.  Interest Payment
Date means the Stated Maturity of an installment of interest on the Notes.  Investment Grade Rating means a rating equal to
or higher than Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent)
by S&P, or an equivalent rating by any other Rating Agency.  Investment
Grade Securities means:  (1)securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Cash
Equivalents),  (2)debt securities or debt instruments with a rating
of BBB- or higher by S&P or Baa3 or higher by Moodys or the equivalent of
such rating by such rating organization, or, if no rating of S&P or Moodys
then exists, the equivalent of such rating by any other nationally recognized
securities rating agency, but excluding any debt securities or instruments
constituting loans or advances among the Company and its Subsidiaries,  (3)investments in any fund that invests exclusively
in investments of the type described in clauses (1) and (2) above,
which fund may also hold immaterial amounts of cash pending investment or
distribution, and  (4)corresponding instruments in countries other than
the United States customarily utilized for high quality investments.  23


Investments means, with respect to any Person, all investments
by such Person in other Persons (including Affiliates) in the form of loans
(including guarantees), advances or capital contributions (excluding accounts
receivable, trade credit, advances to customers, commission, travel and similar
advances to officers and employees, in each case made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of the Company in the same manner as the other investments included
in this definition to the extent such transactions involve the transfer of cash
or other property. For purposes of the definition of Unrestricted Subsidiary
and Section 1010,  (1)Investments
shall include the portion (proportionate to the Companys equity interest in
such Subsidiary) of the fair market value of the net assets of a 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 shall be deemed to continue
to have a permanent Investment in an Unrestricted Subsidiary in 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; and  (2)any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined
in good faith by the Board of Directors of the Company.  Notwithstanding the foregoing, payments made
under contracts to construct, launch, operate or insure Satellites which
contracts are entered into in the ordinary course of business shall not
constitute Investments.  Investors means
Kohlberg Kravis Roberts & Co. L.P., TC Group, L.L.C. (which operates
under the trade name The Carlyle Group) and Providence Equity Partners and
their respective Affiliates.  Issue Date means
August 20, 2004.  Legal Defeasance
has the meaning specified in Section 1302 of this Indenture.  Lien means, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction; provided
that in no event shall an operating lease be deemed to constitute a Lien.  24


Legal Holiday  means a Saturday, a Sunday or a day on which banking institutions are
not required to be open in the State of New York.  Letter of Transmittal means the
letter of transmittal to be prepared by the Company and sent to all Holders of
the Notes for use by such Holders in connection with the Exchange Offer.  Maturity, when used with respect to any Note, means the date
on which the principal of such Note or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption or otherwise.  Moodys means Moodys
Investors Service, Inc. and any successor to its rating agency business.  Net Income means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.  Net Proceeds means the aggregate cash proceeds received by the
Company or any Restricted Subsidiary in respect of any Asset Sale, including
any cash received upon the sale or other disposition of any Designated Noncash
Consideration received in any Asset Sale, net of the direct costs relating to
such Asset Sale and the sale or disposition of such Designated Noncash
Consideration, including legal, accounting and investment banking fees, and
brokerage and sales commissions, any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements),
amounts required to be applied to the repayment of principal, premium, if any,
and interest on Pari Passu Indebtedness required (other than required by
Section 1018(b)(1)) to be paid as a result of such transaction and any
deduction of appropriate amounts to be provided by the Company as a reserve in
accordance with GAAP against any liabilities associated with the asset disposed
of in such transaction and retained by the Company after such sale or other
disposition thereof, including, pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction.  Net
Transponder Capacity means the aggregate transponder transmission capacity
for all in-orbit transponders then owned by the Company and the Restricted
Subsidiaries less the amount of capacity relating to transponders which are not
at such time available for use whether due to legal, regulatory, technical or
contractual restrictions or otherwise.  Non-U.S. Person means a Person who is not a U.S. Person.  Note Register and Note
Registrar have the respective meanings specified in Section 304.  Notes has the meaning
stated in the first recital of this Indenture and more particularly means any
Notes authenticated and delivered under this Indenture.  The Initial Notes and the Additional Notes shall
be treated as a single class for all purposes of this Indenture, and unless the
context otherwise requires, all references to the Notes shall include the
Initial Notes,  25


any Additional Notes and the Exchange
Notes issued in exchange for the Initial Notes and any Additional Notes.  Obligations means any principal, interest, penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with
respect to letters of credit and bankers acceptances), damages and other
liabilities, and guarantees of payment of such principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities, payable
under the documentation governing any Indebtedness.  Offering Circular
means the Offering Circular dated July 30, 2004 relating to the Notes, as
supplemented by the Supplement thereto dated as of August 17, 2004.  Officer means the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
any Executive Vice President, Senior Vice President or Vice President, the
Treasurer or the Secretary of the Company.  Officers Certificate
means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, or the principal accounting
officer of the Company that meets the requirements set forth in this Indenture.  Opinion of Counsel means a written
opinion from legal counsel. The counsel may be an employee of or counsel to the
Company.  Outstanding, when used with respect to Notes, means, as
of the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except:  (1)Notes
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;  (2)Notes,
or portions thereof, for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Notes; providedthat, if
such Notes are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;  (3)Notes,
except to the extent provided in Sections 1302 and 1303, with respect to
which the Company has effected Legal Defeasance or Covenant Defeasance as
provided in Article Thirteen; and  (4)Notes
which have been paid pursuant to Section 305 or in exchange for or in lieu
of which other Notes have been authenticated and delivered pursuant to this
Indenture, other than any such Notes in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Notes are held by a
Protected Purchaser in whose hands the Notes are valid obligations of the
Company;  26


provided,
however, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Notes
owned by the Company or any other obligor upon the Notes or any Affiliate of
the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded.  Pari Passu Indebtedness means
with respect to any Person:  (1)Indebtedness  of such Person, whether outstanding on the Issue Date or
thereafter incurred; and  (2)all
other Obligations of such Person (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to such
Person whether or not post-filing interest is allowed in such proceeding) in
respect of Indebtedness described in clause (1) above  unless, in the case
of clauses (1) and (2) above, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
Indebtedness or other Obligations are subordinate in right of payment to the
notes or the Guarantee of such Person, as the case may be; provided,
however, that Pari Passu Indebtedness shall not include:  (1)any
obligation of such Person to the Company or any Subsidiary;  (2)any
liability for Federal, state, local or other taxes owed or owing by such
Person;  (3)any
accounts payable or other liability to trade creditors arising in the ordinary
course of business; or  (4)any
Indebtedness or other Obligation of such Person which is subordinate or junior
in any respect to any other Indebtedness or other Obligation of such Person.  Paying Agent means
any Person (including the Company acting as Paying Agent) authorized by the
Company to pay the principal of (and premium, if any) or interest on any Notes
on behalf of the Company.  Permitted Asset
Swap means the concurrent purchase and
sale or exchange of Related Business Assets or a combination of Related
Business Assets (including transponders or transponder capacity) and cash or
Cash Equivalents between the Company or any of its Restricted Subsidiaries and
another Person; provided, that
any cash or Cash Equivalents received must be applied in accordance with
Section 1018.  Permitted Holders
means each of Kohlberg Kravis Roberts & Co. L.P., TC Group, L.L.C. (which operates under the trade name The Carlyle Group)
and Providence Equity  27


Partners and their respective
Affiliates and members of management of the Company who are shareholders of the
Company on the Issue Date.  Permitted
Investments means:  (1)any
Investment in the Company or any Restricted
Subsidiary;  (2)any
Investment in cash and Cash Equivalents or
Investment Grade Securities;  (3)any Investment by the Company or any Restricted
Subsidiary of the Company in a Person that is engaged in a Similar Business if
as a result of such Investment;  (A)such
Person becomes a Restricted Subsidiary, or  (B)such Person, in one transaction or a series of
related transactions, is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Restricted Subsidiary;  (4)any
Investment in securities or other assets not constituting cash or Cash
Equivalents and received in connection with an Asset Sale made pursuant to
Section 1018, or any other disposition of assets not constituting an Asset
Sale;  (5)any
Investment existing on the Issue Date;  (6)any
Investment acquired by the Company or any Restricted Subsidiary  (A)in
exchange for any other Investment or accounts receivable held by the Company or
any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the Company of such
other Investment or accounts receivable or  (B)as a result of a foreclosure by the Company or any
Restricted Subsidiary with respect to any secured Investment or other transfer
of title with respect to any secured Investment in default;  (7)Hedging
Obligations permitted under Section 1011(b)(10);  (8)any
Investment in a Similar Business having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (8) that
are at that time outstanding (without giving effect to the sale of an
Unrestricted Subsidiary to the extent the proceeds of such sale do not consist
of cash or marketable securities), not to exceed the greater of
(A) $250.0 million and (B) 4.5% of Total Assets at the time of
such Investment (with the fair market value of each Investment being measured
at the time made and without giving effect to subsequent changes in value);  28


(9)Investments
the payment for which consists of Equity Interests of the Company, or any of
its direct or indirect parent corporations (exclusive of Disqualified Stock); provided, however,
that such Equity Interests shall not increase the amount available for
Restricted Payments under the calculation set forth in the definition of the
term Cumulative Credit;  (10)guarantees
of Indebtedness permitted under Section 1011;  (11)any
transaction to the extent it constitutes an investment that is permitted and
made in accordance with Section 1013(b) (except transactions described Section
1013(b)(2), (5) and (9));  (12)Investments
consisting of purchases and acquisitions of inventory, supplies, material or
equipment;  (13)additional
Investments having an aggregate fair market value, taken together with all
other Investments made pursuant to this clause (13) that are at that time
outstanding (without giving effect to the sale of an Unrestricted Subsidiary to
the extent the proceeds of such sale do not consist of cash or marketable
securities), not to exceed the greater of (A) $125.0 million and
(B) 2.25% of Total Assets at the time of such Investment (with the fair
market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value);  (14)Investments
relating to any special purpose Wholly-Owned Subsidiary of the Company
organized in connection with a Receivables Facility that, in the good faith
determination of the Board of Directors of the Company, are necessary or
advisable to effect such Receivables Facility;  (15)Investments
in Subsidiaries or joint ventures formed for the purpose of selling or leasing
transponders capacity to third party customers in the ordinary course of
business of the Company and its Restricted Subsidiaries which Investments are
in the form of transfers to such Subsidiaries or joint ventures for fair market
value of transponders or transponder capacity sold or to be sold or leased or
to be leased by such Subsidiaries or joint ventures; provided
that all such Investments in Subsidiaries and joint ventures do not exceed 10%
of Net Transponder Capacity;  (16)advances
to employees not in excess of $25.0 million outstanding at any one time,
in the aggregate;  (17)loans
and advances to officers, directors and employees for business-related
travel expenses, moving expenses and other similar expenses, in each case
incurred in the ordinary course of business; and  (18)Investments
in any joint venture in existence as of the Issue Date; provided
that all such Investments made after the Issue Date pursuant to this clause
(18) in all such joint ventures do not exceed $10.0 million.  Permitted Liens means,
with respect to any Person:  29


(1)pledges
or deposits by such Person under workmens compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of Indebtedness) or
leases to which such Person is a party, or deposits to secure public or
statutory obligations of such Person or deposits of cash or U.S. government
bonds to secure surety or appeal bonds to which such Person is a party, or
deposits as security for contested taxes or import duties or for the payment of
rent, in each case incurred in the ordinary course of business;  (2)Liens
imposed by law, such as carriers, warehousemens and mechanics Liens, in each
case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an
appeal or other proceedings for review;  (3)Liens
for taxes, assessments or other governmental charges not yet due or payable or
subject to penalties for nonpayment or which are being contested in good faith
by appropriate proceedings;  (4)Liens
in favor of issuers of performance and surety bonds or bid bonds or with
respect to other regulatory requirements or letters of credit issued pursuant
to the request of and for the account of such Person in the ordinary course of
its business;  (5)minor
survey exceptions, minor encumbrances, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties or Liens incidental, to the conduct of the
business of such Person or to the ownership of its properties which were not
incurred in connection with Indebtedness and which do not in the aggregate
materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person;  (6)Liens
securing Indebtedness permitted to be incurred pursuant to Section 1011(b)(1),
(4), or (12);  (7)Liens
existing on the Issue Date;  (8)Liens
on property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, such Liens are not created or
incurred in connection with, or in contemplation of, such other Person becoming
such a subsidiary; provided, further, however, that such Liens may not
extend to any other property owned by the Company or any Restricted Subsidiary;  (9)Liens
on property at the time the Company or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with
or into the Company or any Restricted Subsidiary; provided, however,
that such Liens are not created or incurred in connection with, or in
contemplation of, such acquisition; provided,
further, however, that the Liens may not extend to any other
property owned by the Company or any Restricted Subsidiary;  30


(10)Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to
the Company or another Restricted Subsidiary permitted to be incurred in
accordance with Section 1011 hereof;  (11)Liens
securing Hedging Obligations so long as the related Indebtedness is, and is
permitted under this Indenture to be, secured by a Lien on the same property
securing such Hedging Obligations;  (12)Liens
on specific items of inventory of other goods and proceeds of any Person
securing such Persons obligations in respect of bankers acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods;  (13)leases
and subleases of real property which do not materially interfere with the
ordinary conduct of the business of the Company or any of the Restricted
Subsidiaries;  (14)Liens
arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Company and its Restricted Subsidiaries in
the ordinary course of business;  (15)Liens
(including Liens in connection with Sale and Lease-Back Transactions) in favor
of the Company or any Guarantor;  (16)Liens
on equipment of the Company or any Restricted Subsidiary granted in the
ordinary course of business to the Companys client at which such equipment is
located;  (17)Liens
on accounts receivable and related assets incurred in connection with a
Receivables Facility;  (18)Liens
to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancing, refunding, extensions, renewals or replacements) as a
whole, or in part, of any Indebtedness secured by any Lien referred to in the
foregoing clauses (6), (7), (8), (9), (10), (11) and (15); provided however, that (A) such new
Lien shall be limited to all or part of the same property that secured the
original Lien (plus improvements on such property), and (B) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if
greater, committed amount of the Indebtedness described under clauses (6), (7),
(8), (9), (10), (11) and (15) at the time the original Lien became a
Permitted Lien under this Indenture, and (ii) an amount necessary to pay
any fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement;  (19)deposits made in theordinarycourse of business to secure liability to
insurance carriers;  31


(20)other
Liens securing obligations incurred in the ordinary course of business which
obligations do to exceed $25 million at any one time outstanding;  (21)Liens
incurred to secure Obligations in respect of term loans or revolving loans
(including principal, premium, interest, penalties, fees, indemnifications,
reimbursements and other amounts relating thereto) under any Credit Facilities
or Indebtedness related to any Sale and Lease-Back Transaction; provided that, at the time of incurrence and after giving
pro forma effect thereto, the Consolidated Secured Debt Ratio would be no
greater than 4.5 to 1.0.  For purposes of this
definition, the term Indebtedness shall be deemed to include interest on such
Indebtedness.  Person means any
individual, corporation, limited liability company, partnership, joint venture,
association, joint stock company, trust, unincorporated organization,
government or any agency or political 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, for the purposes
of this definition, any Note authenticated and delivered under Section 305
in exchange for a mutilated Note or in lieu of a lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost, destroyed or
stolen Note.  preferred stock means
any Equity Interest with preferential rights of payment of dividends or upon
liquidation, dissolution, or winding up.  Protected
Purchaser has the meaning specified in Section 305 of this Indenture.  Qualified Proceeds
means assets that are used or useful in, or
Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any
such assets or Capital Stock shall be determined by the Board of Directors in
good faith.  Rating Agencies mean
Moodys and S&P or if Moodys or S&P or both shall not make a rating on
the notes publicly available, a nationally recognized statistical rating agency
or agencies, as the case may be, selected by the Company (as certified by a
Board Resolution) which shall be substituted for Moodys or S&P or both, as
the case may be.  Receivables
Facility means one or more receivables
financing facilities, as amended from time to time, the Indebtedness of which
is non-recourse (except for standard representations, warranties, covenants and
indemnities made in connection with such facilities) to the Company and the
Restricted Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries sells its accounts receivable to a Person that is not a Restricted
Subsidiary.  Receivables Fees
means distributions or payments made
directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees paid to a Person that is not
a Restricted Subsidiary in connection with, any Receivables Facility.  32


Redemption Date, when used with respect to any Note to
be redeemed, in whole or in part, means the date fixed for such redemption by
or pursuant to this Indenture.  Redemption Price,
when used with respect to any Note to be redeemed, means the price at which it
is to be redeemed pursuant to this Indenture.  Refinancing
Indebtedness has the meaning specified in Section 1011 of this Indenture.  Refunding
Capital Stock has the meaning specified in Section 1010 of this Indenture.  Registration
Rights Agreement means the Exchange and Registration Rights Agreement
dated August 20, 2004, among the Company, the Guarantors and the Initial
Purchasers and, with respect to any Additional Notes, one or more registration
rights agreements among the Company, the Guarantors and the other parties
thereto, as such agreement(s) may 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 under the Securities Act.  Regular Record
Date has the meaning specified in Section 301 of this Indenture.  Related
Business Assets means assets (other
than cash or Cash Equivalents) used or useful in a Similar Business, providedthat any assets received by the
Company or a Restricted Subsidiary in exchange for assets transferred by the
Company or a Restricted Subsidiary shall not be deemed to be Related Business
Assets if they consist of securities of a Person, unless upon receipt of the
securities of such Person, such Person would become a Restricted Subsidiary.  Responsible
Officer, when used with respect to the Trustee, means any vice president,
any assistant treasurer, any trust officer or assistant trust officer, or any
other officer 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 his knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.  Restricted
Investment means an Investment other than a Permitted Investment.  Restricted
Payments has the meaning specified in Section 1010 of this Indenture.  Restricted
Subsidiary means, at any time, any
direct or indirect Subsidiary of the Company (including any Foreign Subsidiary)
that is not then an Unrestricted Subsidiary; provided,
however, that upon the occurrence
of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such
Subsidiary shall be included in the definition of Restricted Subsidiary.  Retired Capital
Stock has the meaning specified in Section 1010 of this Indenture.  33


S&P meansStandard and Poors, a division of McGraw-Hill Companies, Inc., and any
successor to its rating agency business.  Sale and
Lease-Back Transaction means any arrangement with any Person providing for
the leasing by the Company or any Restricted Subsidiary of any real or tangible
personal property, which property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person in contemplation of
such leasing.  Satellite means any
satellite owned by, or leased to, the Company or any of its Restricted
Subsidiaries and any satellite purchased pursuant to the terms of a Satellite
Purchase Agreement, whether such satellite is in the process of manufacture,
has been delivered for launch or is in orbit (whether or not in operational
service).  Satellite
Manufacturer means, with respect to any Satellite, the prime contractor
and manufacturer of such Satellite.  Satellite
Purchase Agreement means, with respect to any Satellite, the agreement
between the applicable Satellite Purchaser and the applicable Satellite
Manufacturer relating to the manufacture, testing and delivery of such
Satellite.  Satellite
Purchaser means the Company or Restricted Subsidiary that is a party to a
Satellite Purchase Agreement.  SEC means the Securities
and Exchange Commission, as from time to time constituted, created under the
Exchange Act, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.  Securities Act means
the Securities Act of 1933 and the rules and regulations of the SEC promulgated
thereunder.  Senior Credit
Facilities means the Credit Agreement, to be entered into as of the Issue
Date by and among the Company, the Restricted Subsidiaries, the lenders party
thereto in their capacities as lenders thereunder, Citicorp North
America, Inc., as Administrative Agent, Credit Suisse First Boston, as Syndication
Agent, and Bear Stearns Corporate Lending Inc. and Lehman Commercial
Paper Inc., as Co-Documentation Agents, including any guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements or refundings thereof and any indentures or credit
facilities or commercial paper facilities with banks or other institutional
lenders or investors that replace, refund or refinance any part of the loans, notes,
other credit facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility or indenture that increases the
amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under
Section 1011).  Shelf
Registration Statement means the shelf registration statement as defined
in the Registration Rights Agreement.  34


Significant
Subsidiary means any Restricted Subsidiary that would be a significant
subsidiary as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof.  Similar Business
means any business conducted or proposed to be conducted by the Company and its
Restricted Subsidiaries on the Issue Date or any business that is similar,
reasonably related, incidental or ancillary thereto.  Special Interest
means all liquidated damages then owing pursuant to the Registration Rights
Agreement.  Special
Interest Notice has the meaning specified in Section 1019 hereof.  Special Record
Date for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 306.  Stated Maturity,
when used with respect to any Note or any installment of principal thereof or
interest thereon, means the date specified in such Notes as the fixed date on
which the principal of such Notes or such installment of principal or interest
is due and payable.  Subordinated
Indebtedness means:  (1)with
respect to the Company, any Indebtedness of the Company which is by its terms
subordinated in right of payment to the Notes, and  (2)with respect to any Guarantor, any Indebtedness of
such Guarantor which is by its terms subordinated in right of payment to the
Guarantee of such Guarantor.  Subsidiary means,
with respect to any Person,  (1)any
corporation, association, or other business entity (other than a partnership,
joint venture, limited liability company or similar entity) of which more than
50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned
or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof and  (2)any partnership, joint venture, limited liability
company or similar entity of which:  (A)more
than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, are owned
or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof whether in the form
of membership, general, special or limited partnership or otherwise, and  35


(B)such
Person or any Restricted Subsidiary of such Person is a controlling general
partner or otherwise controls such entity.  Successor Company
has the meaning specified in Section 801 of this Indenture.  Successor Person
has the meaning specified in Section 802 of this Indenture.  Total Assets means
the total assets of the Company and the Restricted Subsidiaries, as shown on
the most recent balance sheet of the Company.  Transaction
Agreement means, collectively, the Transaction Agreement dated
April 20, 2004, among Constellation, LLC, the Company, The DIRECTV
Group, Inc. and PAS Merger Sub, Inc., the Letter Agreement dated May
17, 2004, among Constellation, LLC, Carlyle PanAmSat I, L.L.C. and Carlyle
PanAmSat II L.L.C., the Letter Agreement dated May 17, 2004, among
Constellation, LLC, PEP PAS, LLC and PEOP PAS LLC, and the Letter Agreement
dated as of August 11, 2004, between The DIRECTV Group, Inc. and Constellation,
LLC and acknowledged by the Company.  Transactions means
the transactions contemplated by the Transaction Agreement, the Notes offered
hereby and the Senior Credit Facilities as in effect on the Issue Date.  Treasury Rate means,
as of any redemption date, the yield to maturity as of such redemption date of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available at least two business days prior
to the redemption date (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the
period from the redemption date to August 15, 2009; provided, however, that if the period from the redemption
date to August 15, 2009, is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.  Trust Indenture
Act or TIA means the Trust Indenture Act of 1939 as in force at the date
as of which this Indenture was executed, except as provided in
Section 905.  Trustee means The Bank
of New York, a New York banking corporation, until a successor replaces it and,
thereafter, means the successor.  Uniform
Commercial Code means the New York Uniform Commercial Code as in effect
from time to time.  Unrestricted
Subsidiary means:  (1)any
Subsidiary of the Company which at the time of determination is an Unrestricted
Subsidiary (as designated by the Board of Directors of the Company, as provided
below), and  (2)any Subsidiary of an Unrestricted Subsidiary.  36


The Board of Directors of the Company may
designate any Subsidiary of the Company (including any existing Subsidiary and
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or
Indebtedness of, or owns or holds any lien on, any property of, the Company or
any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to
be so designated), provided that  (1)any
Unrestricted Subsidiary must be an entity of which shares of the Capital Stock
or other equity interests (including partnership interests) entitled to cast at
least a majority of the votes that may be cast by all shares or equity
interests having ordinary voting power for the election of directors or other
governing body are owned, directly or indirectly, by the Company,  (2)such
designation complies with Section 1010, and  (3)each
of  (A)the
Subsidiary to be so designated and  (B)its
Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or any Restricted Subsidiary.  The Board of Directors of the
Company may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that,
immediately after giving effect to such designation no Default or Event of
Default shall have occurred and be continuing and either:  (1)the
Company could incur at least $1.00 of additional Indebtedness pursuant to the
Debt to Adjusted EBITDA Ratio test described under Section 1011(a), or  (2)the
Debt to Adjusted EBITDA Ratio for the Company and its Restricted Subsidiaries
would be less than such ratio for the Company and its Restricted Subsidiaries
immediately prior to such designation, in each case on a pro forma basis taking
into account such designation.  Any such designation by the Board of
Directors of the Company shall be notified by the Company to the Trustee by
promptly filing with the Trustee a copy of the Board Resolution giving effect
to such designation and an Officers Certificate certifying that such
designation complied with the foregoing provisions.  U.S. Person means a U.S. Person as defined
in Rule 902(k) promulgated under the Securities Act.  Vice President,
when used with respect to the Company or the Trustee, means any vice president,
whether or not designated by a number or a word or words added before or after
the title vice president.  37


Voting Stock of any
Person as of any date means the Capital Stock of such Person that is at the
time entitled to vote in the election of the Board of Directors of such Person.  Weighted
Average Life to Maturity means, when applied to any Indebtedness,
Disqualified Stock or preferred stock, as the case may be, at any date, the
quotient obtained by dividing:  (1)the
sum of the products of the number of years from the date of determination to
the date of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Disqualified Stock or
preferred stock multiplied by the amount of such payment, by  (2)the sum of all such payments.  Wholly-Owned
Subsidiary of any Person means a Subsidiary of such Person, 100% of the
outstanding Capital Stock or other ownership interests of which (other than
directors qualifying shares) shall at the time be owned by such Person or by
one or more Wholly-Owned Subsidiaries of such Person.  SECTION 103.  Compliance Certificates and Opinions.  Upon any application or request by the
Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee an Officers Certificate
stating that all conditions precedent, if any, provided for in this Indenture
(including any covenant compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with and, other
than in connection with the authentication of the Initial Notes, an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.  Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other
than pursuant to Section 1008(a)) shall include:  (1)a
statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;  (2)a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;  (3)a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and  (4)a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.  38


SECTION 104.  Form of Documents Delivered to Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.  Any certificate or opinion of an officer of
the Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or opinion
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.  Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.  SECTION 105.  Acts of Holders.  (a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by agents duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the Act of the Holders signing
such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.  (b)The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in
a capacity other than his individual capacity, such certificate or affidavit
shall also constitute sufficient proof of authority.  The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems sufficient.  (c)The
principal amount and serial numbers of Notes held by any Person, and the date
of holding the same, shall be proved by the Note Register.  39


(d)If
the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its
option, by or pursuant to a Board Resolution, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. 
Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed.  If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Notes shall be
computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record
date.  Any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Note shall bind every future Holder of the same Note and the Holder of
every Note issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee, the Company or any Guarantor in reliance thereon,
whether or not notation of such action is made upon such Note.  SECTION 106.  Notices, Etc., to Trustee, Company, any
Guarantor and Agent.  Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,  (1)the
Trustee by any Holder or by the Company or any Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
(which may be via facsimile) to or with the Trustee at The Bank of New York,
101 Barclay Street, 8W, New York, New York, 10286 Attention: Giovanni Barris,
or  (2)the
Company or any Guarantor by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished or delivered in writing and mailed, first-class postage
prepaid, or delivered by recognized overnight courier, to the Company or such
Guarantor addressed to it at the address of its principal office specified in
the first paragraph, Attention: General Counsel, or at any other address
previously furnished in writing to the Trustee by the Company or such
Guarantor.  SECTION 107.  Notice to Holders; Waiver.  Where this Indenture provides for notice of
any event to Holders by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to
Holders is given by mail, neither the failure to mail  40


such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. 
Notices given by publication shall be deemed given on the first date on
which publication is made and notices given by first-class mail, postage
prepaid, shall be deemed given five calendar days after mailing.  In case by reason of the suspension of or
irregularities in regular mail service or by reason of any other cause, it
shall be impracticable to mail notice of any event to Holders when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice for every purpose hereunder.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.  SECTION 108.  Effect of Headings and Table of Contents.  The Article and Section headings herein, the
Table of Contents and the reconciliation and tie between the TIA and this
Indenture are for convenience of reference only, are not intended to be
considered a part hereof and shall not affect the construction hereof.  SECTION 109.  Successors and Assigns.  All agreements of the Company in this
Indenture and the Notes will bind its successors.  All agreements of the Trustee in this
Indenture will bind its successors.  All
agreements of each Guarantor in this Indenture will bind its successors, except
as otherwise provided in Section 1208 hereof.  SECTION 110.  Separability Clause.  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 111.  Benefits of Indenture.  Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto,
any Paying Agent, any Notes Registrar and their successors hereunder and the
Holders any benefit or any legal or equitable right, remedy or claim under this
Indenture.  SECTION 112.  Governing Law.  This Indenture, the Notes and any Guarantee
shall be governed by and construed in accordance with the laws of the State of
New York.  This Indenture is subject
to the provisions of the Trust Indenture Act that are required to be part of
this Indenture and shall, to the extent applicable, be governed by such
provisions.  SECTION 113.  Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date or Stated Maturity or Maturity of any Note shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Notes) payment of principal (or premium, if any) or interest need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
or at the Stated Maturity or Maturity; provided
that no interest shall accrue for  41


purposes of such payment for
the period from and after such Interest Payment Date, Redemption Date, Stated
Maturity or Maturity, as the case may be.  SECTION 114.  No Personal Liability of Directors,
Officers, Employees and Stockholders.No director, officer, employee, incorporator
or stockholder of the Company or any Guarantor or any of their parent companies
shall have any liability for any obligations of the Company or the Guarantors
under the Notes, the Guarantees or this Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation to the extent
permitted by applicable law. Each Holder by accepting a Note and the related
Guarantee waives and releases all such liability to the extent permitted by
applicable law. The waiver and release are part of the consideration for
issuance of the Notes and the Guarantees. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.  SECTION 115.  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.  If any provision of this Indenture modifies
or excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.  SECTION 116.  Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be original; but such counterparts shall
together constitute but one and the same instrument.  One signed copy is enough to prove this
Indenture.  ARTICLE
TWO  NOTE FORMS  SECTION 201.  Form and Dating.  Provisions relating to the Initial Notes, the
Private Exchange Notes and the Exchange Notes are set forth in the
Rule 144A / Regulation S / IAI Appendix attached hereto (the Appendix)
which is hereby incorporated in, and expressly made part of, this Indenture.
The Initial Notes and the Trustees certificate of authentication shall be
substantially in the form of Exhibit 1 to the Appendix which is hereby
incorporated in, and expressly made a part of, this Indenture.  The Exchange Notes, the Private Exchange
Notes and the Trustees certificate of authentication shall be substantially in
the form of Exhibit A, which is hereby incorporated in and expressly made a
part of this Indenture.  The Notes may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in
a form reasonably acceptable to the Company). 
Each Note shall be dated the date of its authentication.  The terms of the Note set forth in the
Appendix and Exhibit A are part of the terms of this Indenture.  SECTION 202.  Execution, Authentication, Delivery and
Dating.   The Notes shall be executed on behalf of the
Company by any two Officers.  The
signature of any Officer on the  42


Notes may be manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Notes.  Notes bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of such Notes.  At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Notes
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Notes, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Notes.  On the Issue Date, the Company shall deliver
the Initial Notes in the aggregate principal amount of $1,010,000,000 executed
by the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Notes, directing the Trustee to
authenticate the Notes and certifying that all conditions precedent to the
issuance of Notes contained herein have been fully complied with, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Initial Notes.  At any time and from
time to time after the Issue Date, the Company may deliver Additional Notes
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Additional Notes,
directing the Trustee to authenticate the Additional Notes and certifying that
the issuance of such Additional Notes is in compliance with Article Ten hereof
and that all other conditions precedent to the issuance of Notes contained
herein have been fully complied with, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Additional Notes.  On Company Order, the Trustee shall
authenticate for original issue Exchange Notes in an aggregate principal amount
not to exceed $1,010,000,000 plus the aggregate principal amount of any
Additional Notes issued; provided
that such Exchange Notes shall be issuable only upon the valid surrender for
cancellation of Initial Notes and any Additional Notes of a like aggregate
principal amount in accordance with an Exchange Offer pursuant to the
Registration Rights Agreement and a Company Order for the authentication and
delivery of such Exchange Notes and certifying that all conditions precedent to
the issuance of such Exchange Notes are complied with (including the
effectiveness of the Exchange Offer Registration Statement related thereto).  In each case, the Trustee shall receive an
Officers Certificate and an Opinion of Counsel of the Company that it may
reasonably require in connection with such authentication of Notes.  Such Company Order shall specify the amount
of Notes to be authenticated and the date on which the original issue of Notes
is to be authenticated.  Each Note shall be dated the date of its
authentication.  No Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Note a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.  43


In case the Company or any Guarantor,
pursuant to Article Eight of this Indenture, shall be consolidated or merged
with or into any other Person or shall convey, transfer, lease or otherwise
dispose of its properties and assets substantially as an entirety to any
Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company or such Guarantor shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed a supplemental
indenture hereto with the Trustee pursuant to Article Eight of this Indenture,
any of the Notes authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, lease or other disposition may, from time to
time, at the request of the successor Person, be exchanged for other Notes
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Notes surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Request of the successor Person, shall authenticate and
deliver Notes as specified in such request for the purpose of such
exchange.  If Notes shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of transfer
of any Notes, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Notes at the time
Outstanding for Notes authenticated and delivered in such new name.  ARTICLE
THREETHE NOTES  SECTION 301.  Title and Terms.  The aggregate principal amount of Notes which
may be authenticated and issued under this Indenture is not limited; provided, however that any Additional
Notes issued under this Indenture are issued in accordance with Sections 202
and 1011 hereof, as part of the same series as the Initial Notes.  The Notes shall be known and designated as
the 9% Senior Notes Due 2014 of the Company. 
The Stated Maturity of the Notes shall be August 15, 2014, and the Notes
shall bear interest at the rate of 9% per annum from August 20, 2004, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, payable on February 15, 2005 and semi-annually thereafter on
February 15 and August 15 in each year and at said Stated Maturity, until the
principal thereof is paid or duly provided for and to the Person in whose name
the Note (or any predecessor Note) is registered at the close of business on the
February 1 and August 1 immediately preceding such Interest Payment Date (each,
a Regular Record Date).  The principal of (and premium, if any),
interest and Special Interest, if any, on the Notes shall be payable at the
office or agency of the Company maintained for such purpose in The City and
State of New York or, at the option of the Company, payment of interest may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the Note Register of Holders; provided
that all payments of principal, premium, if any, and interest and Special
Interest, if any, with respect to Notes represented by one or more permanent
Global Notes registered in the name of or held by Depositary or its nominee
will be made by wire transfer of immediately available funds to the accounts
specified by the Holder or Holders  44


thereof.  Until otherwise designated by the Company,
the Companys office or agency in New York shall be the office of the Trustee
maintained for such purpose.  Holders shall have the right to require the
Company to purchase their Notes, in whole or in part, in the event of a Change
of Control pursuant to Section 1017.  The
Notes shall be subject to repurchase pursuant to an Offer to Purchase as
provided in Section 1018.  The Notes shall be redeemable as provided in
Article Eleven.  The due and punctual payment of principal of,
premium, if any, and interest on the Notes payable by the Company is
irrevocably unconditionally guaranteed, to the extent set forth herein, by each
of the Guarantors.  SECTION 302.  Denominations.  The Notes shall be issuable only in
registered form without coupons and only in denominations of $1,000 and any
integral multiple thereof.  SECTION 303.  Temporary Notes.  Pending the preparation of definitive Notes,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.  If temporary Notes are issued, the Company
will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender
of the temporary Notes at the office or agency of the Company designated for
such purpose pursuant to Section 1002, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Notes, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. 
Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes.  SECTION 304.  Registration, Registration of Transfer and
Exchange.  The Company shall cause to
be kept at the Corporate Trust Office of the Trustee a register (the register
maintained in such office and in any other office or agency designated pursuant
to Section 1002 being herein sometimes referred to as the Note Register)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Notes and of transfers of
Notes.  The Note Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time.  At all
reasonable times, the Note Register shall be open to inspection by the
Trustee.  The Trustee is hereby initially
appointed as note registrar (the Note Registrar) for the purpose of
registering Notes and transfers of Notes as herein provided.  Upon surrender for registration of transfer
of any Note at the office or agency of the Company designated pursuant to Section 1002,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or  45


more new Notes of any
authorized denomination or denominations of a like aggregate principal amount.  At the option of the Holder, Notes may be
exchanged for other Notes of any authorized denomination and of a like
aggregate principal amount, upon surrender of the Notes to be exchanged at such
office or agency.  Whenever any Notes are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive; provided
that no exchange of Notes for Exchange Notes shall occur until an Exchange
Offer Registration Statement shall have been declared effective by the SEC, the
Trustee shall have received an Officers Certificate confirming that the
Exchange Offer Registration Statement has been declared effective by the SEC
and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled
by the Trustee.  All Notes issued upon any registration of
transfer or exchange of Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Notes surrendered upon such registration of transfer or
exchange.  Every Note presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Note Registrar) be duly endorsed, or be accompanied by written
instruments of transfer, in form satisfactory to the Company and the Note
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.  No service charge shall be made for any
registration of transfer or exchange or redemption of Notes, but the Company
may require payment of a sum sufficient to cover any taxes, fees or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes, other than exchanges pursuant to
Sections 202, 303, 906, 1017, 1018, or 1108 not involving any transfer.  SECTION 305.  Mutilated, Destroyed, Lost and Stolen
Notes.  If (1) any mutilated
Note is surrendered to the Trustee, or (2) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company or the Trustee that such Note has been
acquired by a Protected Purchaser (as defined in Section 8-303 of the Uniform
Commercial Code)(a Protected Purchaser), the Company shall execute and upon
Company Order the Trustee shall authenticate and deliver, in exchange for any
such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a
new Note of like tenor and principal amount, bearing a number not
contemporaneously outstanding.  In case any such mutilated, destroyed, lost
or stolen Note has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Note, pay such Note.  Upon the issuance of any new Note under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be  46


imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith.  Every new Note issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Note shall
constitute an original additional contractual obligation of the Company and
each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note
shall be at any time enforceable by anyone, and shall be entitled to all
benefits of this Indenture equally and proportionately with any and all other
Notes duly issued hereunder.  The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.  SECTION 306.  Payment of Interest; Interest Rights
Preserved.  (a)  Interest on any Note which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest at the office or agency of the Company maintained for such purpose
pursuant to Section 1002; provided,however, that, subject to Section 301
hereof, each installment of interest may at the Companys option be paid by
(1) mailing a check for such interest, payable to or upon the written order
of the Person entitled thereto pursuant to Section 307, to the address of
such Person as it appears in the Note Register or (2) transfer to an
account located in the United States maintained by the payee.  (b)Any
interest on any Note which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder on the Regular Record Date by virtue of having been such Holder,
and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Notes (such defaulted interest and
interest thereon herein collectively called Defaulted Interest) may be paid
by the Company, at its election in each case, as provided in clause (1) or
(2) below:  (1)The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes (or their respective Predecessor Notes) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  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, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date, and in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted  47


Interest and
the Special Record Date therefor to be given in the manner provided for in
Section 107, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so given,
such Defaulted Interest shall be paid to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).  (2)The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by
the Trustee.  (c)Subject
to the foregoing provisions of this Section, each Note delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Note.  SECTION 307.  Persons Deemed Owners.  Prior to the due presentment of a Note for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 304 and 306)
interest on such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.  SECTION 308.  Cancellation.  All Notes surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee. 
If the Company shall so acquire any of the Notes, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation. 
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Notes held by
the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures unless by Company Order the Company shall direct that
cancelled Notes be returned to it.  SECTION 309.  Computation of Interest.  Interest on the Notes shall be computed on
the basis of a 360-day year of twelve 30-day months.  48


SECTION 310.  Transfer and Exchange.  The Notes shall be issued in registered form
and shall be transferable only upon the surrender of a Note for registration of
transfer.  When a Note is presented to
the Notes Registrar or a co-registrar with a request to register a transfer,
the Notes Registrar shall register the transfer as requested if the
requirements of this Indenture and Section 8-401(a) of the Uniform Commercial
Code are met.  When Notes are presented
to the Notes Registrar or a co-registrar with a request to exchange them for an
equal principal amount of Notes of other denominations, the Notes Registrar
shall make the exchange as requested if the same requirements are met.  SECTION 311.  CUSIP Numbers.  The Company in issuing the Notes may use CUSIP
numbers, ISINs and Common Code numbers (in each case, if then generally in
use) in addition to serial numbers, and, if so, the Trustee shall use such CUSIP
numbers, ISINs and Common Code numbers in addition to serial numbers in
notices of redemption, repurchase or other notices to Holders as a convenience
to Holders; provided that any such notice may state
that no representation is made as to the correctness of such CUSIP numbers,
ISINs and Common Code numbers either as printed on the Notes or as contained
in any notice of a redemption or repurchase and that reliance may be placed
only on the serial or other identification numbers printed on the Notes, and
any such redemption or repurchase shall not be affected by any defect in or
omission of such numbers.  The Company
will promptly notify the Trustee in writing of any change in the CUSIP
numbers, ISINs and Common Code numbers applicable to the Notes.  SECTION 312.  Issuance of Additional Notes.  The Company may, subject to Section 1011 of
this Indenture, issue additional Notes having identical terms and conditions to
the Initial Notes issued on the Issue Date (the 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. The Initial Notes issued on the Issue Date and any Additional Notes
subsequently issued shall be treated as a single class for all purposes under
this Indenture.  Exchange Notes issued in
exchange for Initial Notes issued on the Issue Date and Exchange Notes issued
for any Additional Notes subsequently issued shall be treated as a single class
for all purposes under this Indenture.  ARTICLE FOURSATISFACTION AND DISCHARGE  SECTION 401.  Satisfaction and Discharge of Indenture.  This Indenture shall upon Company Request and
at the Companys expense cease to be of further effect (except as set forth in
the last paragraph of this Section and as to surviving rights of registration
of transfer or exchange of Notes expressly provided for herein or pursuant
hereto) and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture when:  (1)either,  49


(A)all
Notes theretofore authenticated and delivered (other than (i) Notes which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 305 and (ii) Notes for whose payment money has
theretofore
been deposited in trust with the Trustee or any Paying Agent or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or  (B)all
such Notes not theretofore delivered to the Trustee for cancellation,  (i)have
become due and payable by reason of the making of a notice of redemption
pursuant to Section 1105 or otherwise, or  (ii)will
become due and payable at their Stated Maturity within one year, or  (iii)are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,  and the Company or
any Guarantor, in the case of (i), (ii) or (iii) above, 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
Government Securities, or a combination thereof, in such amounts as will be
sufficient without consideration of any reinvestment of interest to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and interest
to the date of such deposit (in the case of Notes which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;  (2)no
Default (other than that resulting from borrowing funds to be applied to make
such deposit) with respect to this Indenture or the Notes shall have occurred
and be continuing on the date of such deposit or shall occur as a result of
such deposit and such deposit shall not result in a breach or violation of, or
constitute a default under the Credit Facilities any other material agreement
or instrument (other than the Indenture) to which the Company or any Guarantor
is a party or by which the Company or any Guarantor is bound;  (3)the
Company has paid or caused to be paid all sums payable by it under this
Indenture;  (4)the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of such Notes at the
Stated Maturity or the Redemption Date, as the case may be; and  50


(5)the
Company has delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein to the satisfaction
and discharge of this Indenture have been complied with.  Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under
Section 607, the obligations of the Company to any Authenticating Agent
under Section 612 and, if money or Government Securities shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive such satisfaction and
discharge.  SECTION 402.  Application of Trust Money.  Subject to the provisions of the last
paragraph of Section 1003, all money or Government Securities deposited
with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or Government Securities has
been deposited with the Trustee; but such money or Government Securities need
not be segregated from other funds except to the extent required by law.  If the Trustee or Paying Agent is unable to
apply any money or Government Securities in accordance with Section 401 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Companys and any Guarantors obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 401 until such time as the Trustee or Paying Agent is
permitted to apply all such money or Government Securities in accordance with
Section 401;provided that if the
Company has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.  ARTICLE FIVEREMEDIES  SECTION 501.  Events of Default.  Event of Default, wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):  (1)default
in payment when due and payable, upon redemption, acceleration or otherwise, of
principal of, or premium, if any, on the Notes issued under this Indenture;  51


(2)default
for 30 days or more in the payment when due of interest on or with respect
to the Notes issued under this Indenture;  (3)failureby the Company to comply with its obligations
under Section 801;  (4)failure by the Company to comply for 30 days
after notice by the Trustee or the holders of not less than 30% in principal
amount of the Notes then outstanding with any of its obligations under Sections
1007, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016, 1017 (other than a
failure to purchase Notes), or 1018 (other than a failure to purchase Notes);  (5)failure
by the Company or any Guarantor for
60 days after receipt of written notice given by the Trustee or the
Holders of not less than 30% in principal amount of the Notes then outstanding
and issued under this Indenture to comply with any of its other agreements
contained in this Indenture or the Notes;  (6)default under any mortgage, indenture or
instrument under which there is issued or by which there is secured or
evidenced any Indebtedness for money borrowed by the Company or any Restricted
Subsidiary or the payment of which is guaranteed by the Company or any
Restricted Subsidiary, other than Indebtedness owed to the Company or a
Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is
created after the issuance of the Notes, if both  (A)such default either results from the failure to
pay any such Indebtedness at its stated final maturity (after giving effect to
any applicable grace periods) or relates to an obligation other than the
obligation to pay principal of any such Indebtedness at its stated final
maturity and results in the holder or holders of such Indebtedness causing such
Indebtedness to become due prior to its stated maturity and  (B)the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for
failure to pay principal at stated final maturity (after giving effect to any
applicable grace periods), or the maturity of which has been so accelerated,
aggregate $50.0 million or more at any one time outstanding;  (7)failure by the Company or any Significant
Subsidiary to pay final judgments aggregating in excess of $50.0 million,
which final judgments remain unpaid, undischarged and unstayed for a period of
more than 60 days after such judgment becomes final, and in the event such
judgment is covered by insurance, an enforcement proceeding has been commenced
by any creditor upon such judgment or decree which is not promptly stayed;  (8)any of the following events with respect to the
Company or any Significant Subsidiary:  (A)the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law  52


(i)commences
a voluntary case;  (ii)consents
to the entry of an order for relief against it in an involuntary case;  (iii)consents
to the appointment of a custodian of it or for any substantial part of its
property;  (iv)takes
any comparable action under any foreign laws relating to insolvency; or  (B)a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:  (i)is
for relief against the Company or any Significant Subsidiary in an involuntary
case;  (ii)appoints
a custodian of the Company or any Significant Subsidiary or for any substantial
part of its property; or  (iii)orders
the winding up or liquidation of the Company or any Significant Subsidiary;  and the order or decree remains unstayed and
in effect for 60 days; or  (9)the
Guarantee of any Significant Subsidiary shall for any reason cease to be in
full force and effect or be declared null and void or any responsible officer
of any Guarantor that is a Significant Subsidiary, as the case may be, denies
that it has any further liability under its Guarantee or gives notice to such
effect, other than by reason of the termination of this Indenture or the
release of any such Guarantee in accordance with this Indenture.  SECTION 502.  Acceleration of Maturity; Rescission and
Annulment.  (a)  If any
Event of Default (other than an Event of Default specified in Section 501(8)
above) occurs and is continuing, then and in every such case the Trustee or the
Holders of at least 30% in principal amount of the Outstanding Notes issued
under this Indenture may declare the principal, premium, if any, interest and
any other monetary obligations on all the Outstanding Notes to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders).  (b)Upon the effectiveness of such declaration, such
principal and interest will be due and payable immediately.  Notwithstanding the foregoing, if an Event of
Default specified in Section 501(8) above occurs and is continuing, then the
principal amount of all Outstanding Notes shall ipso facto become and be
immediately due and payable without any notice, declaration or other act on the
part of the Trustee or any Holder.  (c)At
any time after a declaration of acceleration has been made and before a
judgment or decree for payment of the money due has been obtained by the
Trustee as  53


hereinafter provided in this
Article, the Holders of a majority in aggregate principal amount of the
Outstanding Notes, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:  (1)the
Company has paid or deposited with the Trustee a sum sufficient to pay:  (A)all
overdue interest on all Outstanding Notes,  (B)all
unpaid principal of (and premium, and Special Interest, if any, on) any
Outstanding Notes which has become due otherwise than by such declaration of
acceleration, and interest on such unpaid principal at the rate borne by the
Notes,  (C)to
the extent that payment of such interest is lawful, interest on overdue
interest at the rate borne by the Notes, and  (D)all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and  (2)Events
of Default, other than the non-payment of amounts of principal of (or premium,
if any, on) or interest on Notes which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 513,  no such rescission
shall affect any subsequent default or impair any right consequent thereon.  (d)Notwithstanding the preceding paragraph, in the
event of any Event of Default specified in Section 501(6) above, such Event of
Default and all consequences thereof (excluding any resulting payment default)
shall be annulled, waived and rescinded, automatically and without any action
by the Trustee or the Holders, if within 20 days after such Event of
Default arose,  (1)the
Indebtedness or guarantee that is the basis for such Event of Default has been
discharged, or  (2)the
holders thereof have rescinded or waived the acceleration, notice or action (as
the case may be) giving rise to such Event of Default, or  (3)if
the default that is the basis for such Event of Default has been cured.  SECTION 503.  Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company
covenants that if:  (1)default
is made in the payment of any installment of interest on any Note when such
interest becomes due and payable and such default continues for a period of 30
days, or  54


(2)default
is made in the payment of the principal of (or premium, or Special Interest, if
any, on) any Note at the Maturity thereof,  the Company will,
upon demand of the Trustee, pay to the Trustee for the benefit of the Holders
of such Notes, the whole amount then due and payable on such Notes for
principal (and premium, if any) and interest, and interest on any overdue
principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Notes, and, in addition thereto, 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.  If the Company fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company, any Guarantor or any other
obligor upon the Notes and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company, any Guarantor
or any other obligor upon the Notes, wherever situated.  If an Event of Default occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders under this Indenture and the Guarantees
by such appropriate judicial proceedings as the Trustee shall deem necessary to
protect and enforce any such rights, including seeking recourse against any
Guarantor, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy, including seeking recourse against any
Guarantor.  SECTION 504.  Trustee May File Proofs of Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other
obligor including any Guarantor, upon the Notes or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal, premium, if any, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,  (1)to
file and prove a claim for the whole amount of principal (and premium, if any)
and interest owing and unpaid in respect of the Notes and to file such 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 of the Holders allowed in such judicial proceeding, and  (2)to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;  55


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official 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 the Trustee any amount
due 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 607.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.  SECTION 505.  Trustee May Enforce Claims Without
Possession of Notes.  All rights of
action and claims under this Indenture or the Notes may be prosecuted and enforced
by the Trustee without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name and as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders in
respect of which such judgment has been recovered.  SECTION 506.  Application of Money Collected.  Any money or property collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, upon
presentation of the Notes and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:  FIRST:  To the payment of all amounts due the Trustee
under Section 607;  SECOND:  To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest on the Notes in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal (and premium, if any) and interest,
respectively; and  THIRD:  The balance, if any, to the Company or as a
court of competent jurisdiction may direct in writing; provided
that all sums due and owing to the Holders and the Trustee have been paid in
full as required by this Indenture.  SECTION 507.  Limitation on Suits.  No Holder of any Notes shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:  (1)such
Holder has previously given the Trustee notice that an Event of Default is
continuing;  (2)Holders
of at least 30% in principal amount of the outstanding Notes have requested the
Trustee to pursue the remedy;  56


(3)such
Holders have offered the Trustee reasonable security or indemnity reasonably
satisfactory to it against any loss, liability or expense;  (4)the
Trustee has not complied with such request within 60 days after the
receipt thereof and the offer of security or indemnity; and  (5)Holders of a majority in principal amount of the
outstanding Notes have not given the Trustee a direction inconsistent with such
request within such 60-day period,  it being
understood and intended that no one or more Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this
Indenture or the Guarantees to affect, disturb or prejudice the rights of any
other Holders, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture or the
Guarantees, except in the manner herein provided and for the equal and ratable
benefit of all the Holders (it being further understood that the Trustee does
not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders).  SECTION 508.  Unconditional Right of Holders to Receive
Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Note shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article Eleven) and in
such Note of the principal of (and premium, if any) and (subject to
Section 306) interest on such Note on the respective Stated Maturities
expressed in such Note (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment on or after such
respective dates, and such rights shall not be impaired without the consent of
such Holder.  SECTION 509.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture or the
Guarantees and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, any Guarantor, any other obligor of the Notes, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.  SECTION 510.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes in the
last paragraph of Section 305, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.  SECTION 511.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Note to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default  57


or an acquiescence
therein.  Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.  SECTION 512.  Control by Holders.  The Holders of not less than a majority in
principal amount of the Outstanding Notes 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, provided that:  (1)such
direction shall not be in conflict with any rule of law or with this Indenture,  (2)subject
to Section 315 of the Trust Indenture Act, the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction, and  (3)the
Trustee need not take any action which might involve it in personal liability
or be unjustly prejudicial to the Holders not consenting.  SECTION 513.  Waiver of Past Defaults.  Subject to Sections 508 and 902, the Holders
of not less than a majority in principal amount of the Outstanding Notes may on
behalf of the Holders of all such Notes waive any past Default hereunder and
its consequences, except a continuing Default or Event of Default (1) in
respect of the payment of interest on, premium, if any, or the principal of any
such Note held by a non-consenting Holder, or (2) in respect of a covenant or
provision hereof which under Article Nine cannot be modified or amended without
the consent of the Holder of each Outstanding Note affected.  Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.  SECTION 514.  Waiver of Stay or Extension Laws.  Each of the Company, the Guarantors and any
other obligor on the Notes covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and each of the Company, the Guarantors
and any other obligor on the Notes (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.  58


ARTICLE
SIXTHE TRUSTEE  SECTION 601.  Duties of the Trustee.  (a) 
Except during the continuance of a Default or an Event of Default,  (1)the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and  (2)in
the absence of bad faith or willful misconduct 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; but in the case
of any such certificates or opinions specifically required by any provision
hereof to be provided to it, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Indenture, but not to verify the contents thereof.  (b)If a Default or an Event of
Default has occurred and is continuing of which a Responsible Officer of the
Trustee has actual knowledge or of which written notice of such Default or
Event of Default shall have been given to the Trustee by the Company, any other
obligor of the Notes or by any Holder, 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 their exercise, as a prudent Person would exercise or use
under the circumstances in the conduct of such Persons own affairs.  (c)No provision of this Indenture
shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that  (1)this
paragraph (c) shall not be construed to limit the effect of paragraph (a) 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 shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;  (3)the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in aggregate principal amount of the Outstanding Notes relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture; and  (4)no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have  59


reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.  (d)Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.  SECTION 602.  Notice of Defaults.  Within 30 days after the earlier of receipt
from the Company of notice of the occurrence of any Default or Event of Default
hereunder or the date when such Default or Event of Default becomes known to
the Trustee, the Trustee shall transmit, in the manner and to the extent
provided in TIA Section 313(c), notice of such Default or Event of Default
hereunder known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however,
that, except in the case of a Default or Event of Default in the payment of the
principal of (or premium, if any, on) or interest on any Note, the Trustee
shall be protected in withholding such notice if and so long as a trust
committee of Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders.  SECTION 603.  Certain Rights of Trustee.  Subject to the provisions of TIA
Sections 315(a) through 315(d):  (1)the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document (whether in
original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper party or parties;  (2)any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution;  (3)whenever
in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers
Certificate;  (4)the
Trustee may consult with counsel of its own selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice or opinion of such counsel;  (5)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 pursuant to this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses, losses and liabilities which might be incurred by it in
compliance with such request or direction;  60


(6)the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
expense of the Company and shall incur no liability of any kind by reason of
such inquiry or investigation;  (7)the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;  (8)the
Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture; provided,
however, that the Trustees conduct does
not constitute wilful misconduct or negligence.  (9)the
rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each
agent, custodian and other Person employed to act hereunder;  (10)the
Trustee may request that the Company deliver an Officers Certificate
substantially in the Form of Exhibit C hereto setting forth the names of
individuals 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; and  (11)in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.  SECTION 604.  Trustee Not Responsible for Recitals or
Issuance of Notes.  The recitals
contained herein and in the Notes, except for the Trustees certificates of
authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Notes, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Notes and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications
set forth therein.  The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.  61


SECTION 605.  May Hold Notes.  The Trustee, any Paying Agent, any Note
Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to TIA Sections 310(b) and 311, may otherwise deal with the
Company with the same rights it would have if it were not the Trustee, Paying
Agent, Note Registrar or such other agent; provided,
however, that, if it acquires any conflicting interest, it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue or resign.  SECTION 606.  Money Held in Trust.  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.  SECTION 607.  Compensation and Reimbursement.  The Company and the Guarantors, jointly
and severally, agree:  (1)to
pay to the Trustee from time to time such compensation as shall be agreed in
writing between the Company and the Trustee for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);  (2)except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
shall be determined to have been caused by its own negligence or willful
misconduct; and  (3)to
indemnify the Trustee and any predecessor Trustee for, and to hold it harmless
against, any and all loss, liability, claim, damage or expense, including taxes
(other than the taxes based on the income of the Trustee) incurred without
negligence or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim regardless of whether the claim
is asserted by the Company, a Guarantor, a Holder or any other Person or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.  The obligations of the Company under this
Section to compensate the Trustee, to pay or reimburse the Trustee for
expenses, disbursements and advances and to indemnify and hold harmless the
Trustee shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture and resignation or removal of
the Trustee.  As security for the
performance of such obligations of the Company, the Trustee shall have a claim
prior to the Notes upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest on particular Notes.  62


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(8),
the expenses (including the reasonable charges and expenses of its counsel) of
and the compensation for such services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.  The provisions of this Section shall survive
the termination of this Indenture.  SECTION 608.  Corporate Trustee Required; Eligibility.  There shall be at all times a Trustee hereunder
which shall be eligible to act as Trustee under TIA Section 310(a)(1) and
shall have a combined capital and surplus of at least $50,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of Federal,
State, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.  SECTION 609.  Resignation and Removal; Appointment of
Successor.  (a)  No resignation or removal of the Trustee and
no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 610.  (b)The
Trustee may resign at any time by giving written notice thereof to the
Company.  Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee by written
instrument executed by authority of the Board of Directors, a copy of which
shall be delivered to the resigning Trustee and a copy to the successor
Trustee.  If the instrument of acceptance
by a successor Trustee required by Section 610 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee.  (c)The
Trustee may be removed at any time by Act of the Holders of not less than a
majority in principal amount of the Outstanding Notes, delivered to the Trustee
and to the Company.  If the instrument of
acceptance by a successor Trustee required by Section 610 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee.  (d)The
Trustee shall comply with TIA Section 310(b); provided,
however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.  (e)If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Company, by a
Board  63


Resolution, shall promptly
appoint a successor Trustee.  If, within
one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Notes delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor Trustee and
supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Note for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.  (f)The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee to the Holders in the manner
provided for in Section 107.  Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.  SECTION 610.  Acceptance of Appointment by Successor.  (a) 
Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder. 
Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts.  (b)No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.  SECTION 611.  Merger, Conversion, Consolidation or
Succession to Business.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Notes shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Notes.  In case at that time any of the
Notes shall not have been authenticated, any successor Trustee may authenticate
such Notes either in the name of any predecessor hereunder or in the name of
the successor Trustee.  In all such cases
such certificates shall have the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt
the certificate  64


of authentication of any
predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion
or consolidation.  SECTION 612.  Appointment of Authenticating Agent.  At any time when any of the Notes remain
Outstanding, the Trustee may appoint an Authenticating Agent or Agents with
respect to the Notes which shall be authorized to act on behalf of the Trustee
to authenticate Notes and the Trustee shall give written notice of such
appointment to all Holders of Notes with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 107.  Notes so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.  Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, and a
copy of such instrument shall be promptly furnished to the Company.  Wherever reference is made in this Indenture
to the authentication and delivery of Notes by the Trustee or the Trustees
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or state authority.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in this Section.  Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any corporation succeeding to
all or substantially all the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.  An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all Holders of Notes, in the
manner provided for in Section 107.  Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating  65


Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.  The Company agrees to pay to each
Authenticating Agent from time to time such compensation for its services under
this Section as shall be agreed in writing between the Company and such
Authenticating Agent.  If an appointment is made pursuant to this
Section, the Notes may have endorsed thereon, in addition to the Trustees
certificate of authentication, an alternate certificate of authentication in
the following form:  This is one of the Notes designated therein
referred to in the within-mentioned Indenture.  THE BANK OF NEW YORKas TrusteeBy:as Authenticating AgentBy:as Authorized Officer   ARTICLE
SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY  SECTION 701.  Company to Furnish Trustee Names and
Addresses.  The Company will furnish
or cause to be furnished to the Trustee:  (1)semiannually,
not more than 10 days after each Regular Record Date, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders
as of such Regular Record Date; and  (2)at
such other times as the Trustee may reasonably request in writing, within 30
days after receipt by the Company of any such request, a list of similar form
and content to that in clause (1) hereof as of a date not more than 15 days
prior to the time such list is furnished;  provided,
however, that if and so long as the Trustee shall be the Note
Registrar, no such list need be furnished.  SECTION 702.  Disclosure of Names and Addresses of
Holders.  Every Holder of Notes, by
receiving and holding the same, agrees with the Company and the Trustee that
none of the Company or the Trustee or any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with TIA Section 312, regardless of
the source from which such information was  66


derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under TIA Section 312(b).  SECTION 703.  Reports by Trustee.  Within 60 days after May 15 of each year
commencing with the first May 15 after the Issue Date, the Trustee shall
transmit to the Holders of Notes (with a copy to the Company at the address
specified in Section 106), in the manner and to the extent provided in TIA Section
313(c), a brief report dated as of such May 15 that complies with TIA Section
313(a).  The Trustee also shall comply
with TIA Section 313(b).  ARTICLE
EIGHTMERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS  SECTION 801.  Company May Consolidate, Etc., Only on
Certain Terms.  (a)  The Company may
not consolidate or merge with or into or wind up into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to any Person unless:  (1)the
Company is the surviving corporation or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition will have been made is a corporation organized or existing
under the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Person, as the case may be, being
herein called the Successor Company);  (2)the Successor Company, if other than the Company,
expressly assumes all the obligations of the Company under this Indenture and
the Notes pursuant to supplemental indentures or other documents or instruments
in form reasonably satisfactory to the Trustee;  (3)immediately after such transaction no Default or
Event of Default exists;  (4)immediately after giving pro forma effect to such
transaction, as if such transaction had occurred at the beginning of the
applicable four-quarter period,  (A)the Successor Company would be permitted to incur
at least $1.00 of additional Indebtedness pursuant to the Debt to Adjusted
EBITDA Ratio test set forth in Section 1011(a) or  (B)the Debt to Adjusted EBITDA Ratio for the
Successor Company and the Restricted Subsidiaries would be less than such Ratio
for the Company and the Restricted Subsidiaries immediately prior to such
transaction;  (5)each
Guarantor, unless it is the other party to the transactions described above, in
which case Section 802(1)(B) below shall apply, shall have by supplemental  67


indenture
confirmed that its Guarantee shall apply to such Persons obligations under
this Indenture and the Notes; and  (6)the
Company shall have delivered to the Trustee an Officers Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indentures, if any, comply with this Indenture.  (b)The Successor Company shall succeed to, and be
substituted for the Company under this Indenture and the Notes. Notwithstanding
clauses (a)(3) and (a)(4) above,  (1)any
Restricted Subsidiary may consolidate with, merge into or transfer all or part
of its properties and assets to the Company and  (2)the
Company may merge with an Affiliate of the Company solely for the purpose of
reincorporating the Company in another State of the United States so long as
the amount of Indebtedness of the Company and the Restricted Subsidiaries is
not increased thereby.  SECTION 802.  Guarantors May Consolidate, Etc., Only on
Certain Terms.  Subject to Section
1208, each Guarantor shall not, and the Company shall not permit any Guarantor
to, consolidate or merge with or into or wind up into (whether or not such
Guarantor is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to, any Person unless:  (1)(A)  such Guarantor is the surviving corporation
or the Person formed by or surviving any such consolidation or merger (if other
than such Guarantor) or to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made is a corporation organized
or existing under the laws of the United States, any state thereof, the
District of Columbia, or any territory thereof (such Guarantor or such Person,
as the case may be, being herein called the Successor Person);  (B)the
Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under this Indenture and such Guarantors
Guarantee pursuant to supplemental indentures or other documents or instruments
in form reasonably satisfactory to the Trustee;  (C)immediately
after such transaction no Default or Event of Default exists; and  (D)the
Company shall have delivered to the Trustee an Officers Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indentures, if any, comply with this Indenture; or  (2)the transaction is made in compliance with Section
1018.  68


Subject to Section 1208 hereof, the Successor
Person shall succeed to, and be substituted for, such Guarantor under this
Indenture and such Guarantors Guarantee. 
Notwithstanding the foregoing, any Guarantor may merge into or transfer
all or part of its properties and assets to another Guarantor or the Company.  SECTION 803.  Successor Substituted.  Upon any consolidation or merger, or any
sale, assignment, conveyance, transfer, lease or disposition of all or
substantially all of the assets of the Company or any Guarantor in accordance
with Sections 801 and 802 hereof, the successor Person formed by such
consolidation or into which the Company or such Guarantor, as the case may be,
is merged or the successor Person to which such sale, assignment, conveyance,
transfer, lease or disposition is made, shall succeed to, and be substituted
for, and may exercise every right and power of, the Company or such Guarantor,
as the case may be, under this Indenture or the Guarantees, as the case may be,
with the same effect as if such successor Person had been named as the Company
or such Guarantor, as the case may be, herein or the Guarantees, as the case
may be. When a successor Person assumes all obligations of its predecessor
hereunder, the Notes or the Guarantees, as the case may be, such predecessor
shall be released from all obligations; provided that
in the event of a transfer or lease, the predecessor shall not be released from
the payment of principal and interest or other obligations on the Notes or the
Guarantees, as the case may be.  ARTICLE
NINESUPPLEMENTAL INDENTURES  SECTION 901.  Amendments or Supplements Without Consent
of Holders.  Without the consent of
any Holders, the Company, any Guarantor (with respect to a Guarantee or this
Indenture to which it is a party), when authorized by Board Resolutions of
their respective Board of Directors, and the Trustee, at any time and from time
to time, may amend or supplement this Indenture, any Guarantee or the Notes, in
form satisfactory to the Trustee, for any of the following purposes:  (1)to cure any ambiguity, omission, defect or inconsistency;  (2)to
provide for uncertificated Notes in addition to or in place of certificated
Notes;  (3)to
comply with Article Eight hereof;  (4)to provide the assumption of the Companys or such
Guarantors obligations to Holders;  (5)to make any change that would provide any
additional rights or benefits to the Holders or that does not adversely affect
the legal rights under this Indenture of any such Holder;  (6)to
add covenants for the benefit of the Holders or to surrender any right or power
conferred in this Indenture upon the Company or any Guarantor;  69


(7)to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;  (8)to evidence and provide for the acceptance and
appointment under this Indenture of a successor Trustee pursuant to the
requirements of Sections 609 and 610 hereof;  (9)to provide for the issuance of Exchange Notes or
private exchange notes, which are identical to Exchange Notes except that they
are not freely transferable;  (10)to add a Guarantor under this Indenture;  (11)to conform the text of this Indenture, Guarantees
or the Notes to any provision of the Description of The Notes section of the
Offering Circular to the extent that such provision in the Description of The
Notes was intended to be a verbatim recitation of a provision of this
Indenture, the Guarantees or the Notes; or  (12)making any amendment to the provisions of this
Indenture relating to the transfer and legending of Notes; provided,
however, that (A) compliance with this Indenture as so amended
would not result in Notes being transferred in violation of the Securities Act
or any applicable securities law and (B) such amendment does not
materially and adversely affect the rights of Holders to transfer Notes.  SECTION 902.  Amendments, Supplements or Waivers with
Consent of Holders.  With the consent
of the Holders of not less than a majority in principal amount of the Outstanding
Notes, by Act of said Holders delivered to the Company and the Trustee, the
Company, any Guarantor (with respect to any Guarantee or this Indenture to
which it is a party), when authorized by Board Resolutions of their respective
Board of Directors, and the Trustee may amend or supplement this Indenture, any
Guarantee or the Notes for the purpose of adding any provisions hereto or
thereto, changing in any manner or eliminating any of the provisions or of
modifying in any manner the rights of the Holders hereunder or thereunder
(including consents obtained in connection with a purchase of, or tender offer
or Exchange Offer for, the Notes) and any existing Default, Event of Default or
compliance with any provision of this Indenture or the Notes may be waived with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Notes, other than Notes beneficially owned by the Company or
its Affiliates (including consents obtained in connection with a purchase of or
tender offer or exchange offer for Notes); provided,
however, that no such amendment, supplement or waiver shall, without
the consent of the Holder of each Outstanding Note affected thereby:  (1)reduce the principal amount of Notes whose Holders
must consent to an amendment, supplement or waiver,  (2)reduce the principal of or change the Maturity of
any such Note or alter or waive the provisions with respect to the redemption
of the Notes (other than Sections 1017 and 1018),  (3)reduce the rate of or change the time for payment
of interest on any Note,  70


(4)waive a Default or Event of Default in the payment
of principal of or premium, if any, or interest on the Notes issued under this
Indenture, except a rescission of acceleration of the Notes by the Holders of
at least a majority in aggregate principal amount of the Notes and a waiver of
the payment default that resulted from such acceleration, or in respect of a
covenant or provision contained in this Indenture or any guarantee which cannot
be amended or modified without the consent of all Holders,  (5)make any Note payable in money other than that
stated in theNotes,  (6)make any change in Section 513 or the rights of
Holders to receive payments of principal of or premium, if any, or interest on
the Notes,  (7)make any change in these amendment and waiver
provisions, or  (8)impair the right of any Holder to receive payment
of principal of, or interest 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sNotes.  SECTION 903.  Execution of Amendments, Supplements or
Waivers.  In executing, or accepting
the additional trusts created by, any amendment, supplement or waiver permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be provided with, and shall be fully protected in
relying upon, an Officers Certificate and Opinion of Counsel stating that the
execution of such amendment, supplement or waiver is authorized or permitted by
this Indenture.  The Trustee may, but
shall not be obligated to, enter into any such amendment, supplement or waiver
which affects the Trustees own rights, duties or immunities under this
Indenture or otherwise.  SECTION 904.  Effect of Amendments, Supplements or
Waivers.  Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such amendment, supplement or waiver shall form a
part of this Indenture for all purposes; and every Holder of Notes theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.  SECTION 905.  Compliance with Trust Indenture Act.  Every supplemental indenture executed
pursuant to the Article shall comply with the requirements of the Trust
Indenture Act as then in effect.  SECTION 906.  Reference in Notes to Supplemental
Indentures.  Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture.  If the Company shall so
determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Notes.  SECTION 907.  Notice of Supplemental Indentures.  Promptly after the execution by the Company,
any Guarantor and the Trustee of any supplemental indenture pursuant to the
provisions of Section 902, the Company shall give notice thereof to the
Holders of each  71


Outstanding Note affected, in
the manner provided for in Section 107, setting forth in general terms the
substance of such supplemental indenture.  ARTICLE
TENCOVENANTS  SECTION 1001.  Payment of Principal, Premium, if any, and
Interest.  The Company covenants and
agrees for the benefit of the Holders that it will duly and punctually pay the
principal of (and premium, if any) and interest and Special Interest, if any,
on the Notes in accordance with the terms of the Notes and this Indenture.  The Company shall pay interest on overdue
principal at the rate specified therefor in the Notes, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.  SECTION 1002.  Maintenance of Office or Agency.  The Company will maintain in The City of
New York, an office or agency where Notes may be presented or surrendered
for payment, where Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. 
The designated office of the Trustee shall be such office or agency of
the Company, unless the Company shall designate and maintain some other office
or agency for one or more of such purposes. 
The Company will give prompt written notice to the Trustee of any change
in the location of any such office or agency. 
If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.  The Company may also from time to time
designate one or more other offices or agencies (in or outside of The City of
New York) where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York for
such purposes.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
any change in the location of any such other office or agency.  SECTION 1003.  Money for Notes Payments to Be Held in
Trust.  If the Company shall at any
time act as its own Paying Agent, it will, on or before each due date of the
principal of (or premium, if any) or Special Interest, if any, or interest on
any of the Notes, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal of (or premium, if any)
or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.  Whenever the Company shall have one or more
Paying Agents for the Notes, it will, on or before each due date of the
principal of (or premium, if any) or interest on any Notes,  72


deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action or
any failure so to act.  The Company will cause each Paying Agent
(other than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:  (1)hold
all sums held by it for the payment of the principal of (and premium, if any)
or interest on Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided;  (2)give
the Trustee notice of any Default by the Company (or any other obligor upon the
Notes) in the making of any payment of principal (and premium, if any) or
interest; and  (3)at
any time during the continuance of any such Default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.  The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such sums.  Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (or premium, if any) or interest on any Note and remaining
unclaimed for two years after such principal, premium or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
Trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense of the Company cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.  SECTION 1004.  Corporate Existence.  Subject to Article Eight, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect the corporate existence and that of each Restricted Subsidiary and the
corporate rights (charter and statutory) and franchises of the Company and each
Restricted Subsidiary; provided, however,  73


that the Company shall not be
required to preserve any such right or franchise 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 Subsidiaries as a whole.  SECTION 1005.  Payment of Taxes and Other Claims.  The Company will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (1) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary and (2) all lawful claims for labor, materials and supplies,
which, if unpaid, might by law become a lien upon the property of the Company
or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate reserves, if necessary (in the good faith
judgment of management of the Company) are being maintained in accordance with
GAAP.  SECTION 1006.  Maintenance of Properties.  The Company will cause all properties owned
by the Company or any Restricted Subsidiary or used or held for use in the
conduct of its business or the business of any Restricted Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing
in this Section shall prevent the Company from discontinuing the maintenance of
any of such properties if such discontinuance is, in the judgment of the
Company, desirable in the conduct of its business or the business of any
Restricted Subsidiary.  SECTION 1007.  Maintenance of Insurance.  (a) 
The Company and each Restricted Subsidiary shall obtain, maintain and
keep in full force and effect at all times (1) with respect to each
Satellite to be launched by the Company or any Restricted Subsidiary, launch
insurance with respect to each such Satellite covering the launch of such
Satellite and a period thereafter, but only to the extent, if at all, and on
such terms (including period, exclusions, limitations on coverage and coverage
amount) as is determined by the Board of Directors of the Company to be in the
best interests of the Company and evidenced by a Board Resolution delivered to
the Trustee, (2) with respect to each Satellite it currently owns or has
risk of loss for, other than any Excluded Satellite or any In-orbit Spare
Satellite (but only to the extent that such In-orbit Spare Satellite is not
expected or intended, in the good faith determination of the Board of Directors
of the Company and evidenced by a Board Resolution delivered to the Trustee, to
earn revenues in excess of $25.0 million for the immediately succeeding
twelve calendar months), In-Orbit Insurance in an amount based on a percentage
of the book value of such Satellite as specified in clause (B) of the
proviso below and (3) at all times subsequent to the coverage period of
the launch insurance described in clause (1) above, if any, or if launch
insurance is not procured, at all times subsequent to the initial completion of
in-orbit testing, in each case other than in the case of any such Satellite
that is an Excluded Satellite or an In-orbit Spare Satellite (but only to the
extent that such In-orbit Spare Satellite is not expected or intended, in the
good faith determination of the Board of Directors of the Company and evidenced
by a Board Resolution delivered to the Trustee, to earn revenues in excess of
$25.0 million for the immediately succeeding twelve calendar months),
In-Orbit Insurance in an  74


amount as provided for in
clause (2) above; provided, however,
that at any time with respect to a Satellite that the Company or any Restricted
Subsidiary owns or has risk of loss for,  (A)the
Company and each Restricted Subsidiary may at its option in lieu of procuring
or maintaining the In-Orbit Insurance described in clauses (2) and
(3) above elect to provide an In-orbit Spare Satellite for one or more
Satellites (or the C-band or Ku-band payloads separately on a hybrid C/Ku-band
Satellite, provided both payloads
on such Satellite are protected by In-orbit Spare Satellites or by In-Orbit
Insurance in accordance with this Section 1007); provided that  (i)no
more than two Satellites (or the C-band or Ku-band payloads separately on a
hybrid C/Ku-band Satellite that is protected by an In-orbit Spare Satellite)
protected by the same In-orbit Spare Satellite may, at any time, each be
subject to a partial loss that has resulted in the reduction of commercially
usable transponders on the Satellite (or on the C-band or Ku-band payloads
separately on a hybrid C/Ku-band satellite that is protected by an In-orbit
Spare Satellite) exceeding 37.5% of each such Satellites (or such C-band or Ku-band
payloads) total number of commercially usable transponders; provided, however, that up to three Satellites (or the C-band
or Ku-band payloads separately on a hybrid C/Ku-band Satellite that is
protected by an In-orbit Spare Satellite) protected by the same In-orbit Spare
Satellite may, at any time, each be subject to a partial loss that has resulted
in the reduction of commercially usable transponders on the Satellite (or on
the C-band or Ku-band payloads separately on a hybrid C/ Ku-band Satellite that
is protected by an In-orbit Spare Satellite) exceeding 37.5% of each such Satellites
(or such C-band or Ku-band payloads) total number of commercially usable
transponders if such In-orbit Spare Satellite is at such time functioning as an
In-orbit Spare Satellite for six Satellites and the Company or the applicable
Restricted Subsidiary shall maintain or procure within 120 days In-Orbit
Insurance complying with the provisions of clause (2) or (3) above,
as applicable, on the three Satellites not subject to such partial loss; and  (ii)at
no single time shall any Satellite act as an In-orbit Spare Satellite for more
than six Satellites and in no event shall such Satellites be within a
geostationary orbital arc of greater than 60 contiguous degrees of longitude;
and  (B)the
Company shall not be required to maintain In-Orbit Insurance in excess of 33%
of the aggregate book value of all Satellites insured pursuant to
clause (1) above (but included in such calculation only to the extent such
Satellite has successfully completed its in-orbit testing phase) and otherwise
required to be insured pursuant to clauses (2) and (3) above (it
being understood that any Satellite protected by an In-orbit Spare Satellite
shall be deemed to be insured for 100% of its book value) (with the allocation
of such insurance among such  75


Satellites
being in the Companys discretion). In the event of any loss, damage or failure
affecting a Satellite insured pursuant to clauses (1), (2) or (3) above or
the expiration and non-renewal of an insurance policy for such a Satellite
resulting from a claim of loss under such policy causes a failure to comply
with this clause (B), the Company shall be deemed to be in compliance with
this clause (B) for the 120 days immediately following such loss,
damage or failure or policy expiration, providedthat the Company procures such insurance or In-orbit Spare Satellite
as necessary to comply with this clause (B) within such 120 day
period.  (b)Theinsurancepolicies required by the foregoing paragraph (a) shall  (1)contain
no exclusions other than:  (A)Acceptable
Exclusions and such other exclusions or limitations of coverage as may be
applicable to all Satellites of the same model or relating to systemic
anomalies as are then customary in the Satellite insurance market; and  (B)such
specific exclusions applicable to the performance of the Satellite being
insured as are reasonably accepted by the Board of Directors of the Company in
order to obtain insurance for a price that is, and on other terms and
conditions that are, commercially reasonable; and  (2)provide
coverage for all risks of loss of and damage to the Satellite including for
partial loss, constructive total loss and total loss. The insurance required by
this Section 1007 shall name the Company or the applicable Restricted
Subsidiary as the named insured.  (c)In the event of the unavailability of an In-orbit
Spare Satellite for any reason, the Company shall, subject to clause (B)
of the proviso to paragraph (a) above, within 120 days of such loss or
unavailability, be required to have in effect In-Orbit Insurance complying with
clauses (2) or (3) of paragraph (a) above, as applicable, with
respect to all Satellites that the In-orbit Spare Satellite was intended to
protect so long as an In-orbit Spare Satellite is unavailable, providedthat the Company and its Restricted Subsidiaries
shall be considered in compliance with this Section 1007 for the 120 days
immediately following such loss or unavailability, as the case may be.  (d)In the event that the Company or its Restricted
Subsidiaries receive proceeds from any Satellite insurance covering any
Satellite owned by the Company or any of its Restricted Subsidiaries, or in the
event that the Company or any of its Restricted Subsidiaries receives proceeds
from any insurance maintained for it by any Satellite manufacturer or any
launch provider covering any of such Satellites (the event resulting in the
payment of such proceeds, an Event of Loss), all Event of Loss Proceeds in
respect of such Event of Loss shall be applied in the manner provided for in
Section 1018(b).  SECTION 1008.  Statement by Officers as to Default.  (a)  The Company will deliver to
the Trustee within 120 days after the end of each fiscal year, an Officers
Certificate stating that a review of the activities of the Company and its
Restricted Subsidiaries during the preceding quarter or the preceding fiscal
year, as the case may be, has been made under the  76


supervision of the signing officers with a
view to determining whether it has kept, observed, performed and fulfilled, and
has caused each of its Restricted Subsidiaries to keep, observe, perform and
fulfill its 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 during such preceding quarter or the preceding fiscal
year, as the case may be, has kept, observed, performed and fulfilled, and has
caused each of its Restricted Subsidiaries to keep, observe, perform and
fulfill each and every such covenant contained in this Indenture and no Default
or Event of Default occurred during such quarter or year, as the case may be,
and at the date of such certificate there is no Default or Event of Default
which has occurred and is continuing or, if such signers do know of such
Default or Event of Default, the certificate shall describe its status, with
particularity and that, to the best of his or her knowledge, no event has
occurred and remains by reason of which payments on the account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action each is taking or
proposes to take with respect thereto. 
The Officers Certificate shall also notify the Trustee should the
Company elect to change the manner in which it fixes its fiscal year-end.  For purposes of this Section 1008(a), such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.  (b)(1)  When any Default or Event of Default has
occurred and is continuing under this Indenture, or (2) if the trustee for or
the holder of any other evidence of Indebtedness of the Company or any
Restricted Subsidiary gives any notice or takes any other action with respect
to a claimed default (other than with respect to Indebtedness in the principal
amount of less than $25,000,000), the Company shall deliver to the Trustee by
registered or certified mail or facsimile transmission an Officers Certificate
specifying such event, notice or other action within five Business Days of its
occurrence.  SECTION 1009.  Reports and Other Information.  (a)  
Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act or otherwise
report on an annual and quarterly basis on forms provided for such annual and
quarterly reporting pursuant to rules and regulations promulgated by the SEC,
the Company shall file with the SEC (and make available to the Trustee and
Holders (without exhibits), without cost to each Holder, within 15 days after
it files with the SEC):  (1)within 90 days (or the successor time period
then in effect under the rules and regulations of the Exchange Act) after the
end of each fiscal year, annual reports on Form 10-K, or any successor or
comparable form, containing the information required to be contained therein,
or required in such successor or comparable form;  (2)within 45 days (or the successor time period
then in effect under the rules and regulations of the Exchange Act) after the
end of each of the first three fiscal quarters of each fiscal year, reports on
Form 10-Q, containing the information required to be contained therein, or
any successor or comparable form;  (3)promptly from time to time after the occurrence of
an event required to be therein reported, such other reports on Form 8-K,
or any successor or comparable form; and  77


(4)any other information, documents and other reports
which the Company would be required to file with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act;  providedthat the Company shall not be so obligated to file such reports with the
SEC if the SEC does not permit such filing, in which event the Company shall
make available such information to prospective purchasers of the Notes, in
addition to providing such information to the Trustee and the Holders in each
case within 15 days after the time the Company would be required to file
such information with the SEC, if it were subject to Sections 13
or 15(d) of the Exchange Act.  Delivery of such reports, information and
documents to the Trustee is 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 rely exclusively on Officers Certificates).  In the event that any direct or
indirect parent company of the Company becomes a Guarantor of the Notes, this
Indenture will permit the Company to satisfy its obligations under this Section
1009 with respect to financial information relating to the Company by
furnishing financial information relating to such Parent; providedthat the same is accompanied by
consolidating information that explains in reasonable detail the differences
between the information relating to such Parent, on the one hand, and the
information relating to the Company and the Restricted Subsidiaries on a
standalone basis, on the other hand.  (b)Notwithstanding
the foregoing, such requirements shall be deemed satisfied prior to the
commencement of the Exchange Offer or the effectiveness of the Shelf
Registration Statement by the filing with the SEC of the Exchange Offer
Registration Statement or Shelf Registration Statement within the time periods
specified in the Registration Rights Agreement, and any amendments thereto,
with such financial information that satisfies Regulation S-X of the
Securities Act.  SECTION 1010.  Limitation on Restricted Payments.  (a)  
The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly:  (1)declare or pay any dividend or make any
distribution on account of the Companys or any Restricted Subsidiarys Equity
Interests, including any dividend or distribution payable in connection with
any merger or consolidation other than:  (A)dividends or distributions by the Company payable
in Equity Interests (other than Disqualified Stock) of the Company or in
options, warrants or other rights to purchase such Equity Interests; or  (B)dividends or distributions by a Restricted
Subsidiary so long as, in the case of any dividend or distribution payable on
or in respect of any class or series of securities issued by a Subsidiary other
than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives
at least its pro rata share of such  78


dividend or distribution in accordance with its Equity Interests in
such class or series of securities;  (2)purchase, redeem, defease or otherwise acquire or
retire for value any Equity Interests of the Company or any direct or indirect
parent of the Company, including in connection with any merger or
consolidation;  (3)make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value in each case,
prior to any scheduled repayment, sinking fund payment or maturity, any
Subordinated Indebtedness, other than:  (A)Indebtedness
permitted under clauses (7) and (8) of Section 1011(b); or  (B)the
purchase, repurchase or other acquisition of Subordinated Indebtedness purchased
in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case due within one year of the date of purchase,
repurchase or acquisition; or  (4)make any Restricted Investment;  (all such payments and other actions set forth in clauses
(1) through (4) above being collectively referred to as Restricted Payments), unless, at the
time of such Restricted Payment:  (A)no
Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof;  (B)immediately
after giving effect to such transaction on a pro forma basis, the Company would
have a Debt to Adjusted EBITDA Ratio less than or equal to 5.5 to 1.0; and  (C)such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after the Issue
Date (including Restricted Payments permitted by clauses (1), (2) (with
respect to the payment of dividends on Refunding Capital Stock pursuant to
clause (B) thereof only), (5), (6)(A) and (C) and (9) of Section
1010(b), but excluding all other Restricted Payments permitted by Section
1010(b)), is less than the amount equal to the difference between (i) the
Cumulative Credit and (ii) 1.4 times Cumulative Interest Expense.  (b)The foregoing provisions shall
not prohibit:  (1)the payment of any dividend within 60 days
after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture;  (2)(A)the redemption, repurchase, retirement or other
acquisition of any Equity Interests (Retired
Capital Stock) or Subordinated Indebtedness of the Company,  79


or any Equity Interests of any direct or indirect parent corporation of
the Company, in exchange for, or out of the proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of
the Company (in each case, other than any Disqualified Stock) (Refunding Capital Stock) and  (B)if
immediately prior to the retirement of Retired Capital Stock, the declaration
and payment of dividends thereon was permitted under clause (6) of this
Section 1010(b), the declaration and payment of dividends on the Refunding
Capital Stock (other than Refunding Capital Stock the proceeds of which were
used to redeem, repurchase, retire or otherwise acquire any Equity Interests of
any direct or indirect parent corporation of the Company) in an aggregate
amount per year no greater than the aggregate amount of dividends per annum
that was declarable and payable on such Retired Capital Stock immediately prior
to such retirement;  (3)the redemption, repurchase or other acquisition or
retirement of Subordinated Indebtedness of the Company made by exchange for, or
out of the proceeds of the substantially concurrent sale of, new Indebtedness
of the Company which is incurred in compliance with Section 1011 so long as:  (A)the principal amount of such new Indebtedness does
not exceed the principal amount of the Subordinated Indebtedness being so
redeemed, repurchased, acquired or retired for value, plus the amount of any
reasonable premium required to be paid under the terms of the instrument
governing the Subordinated Indebtedness being so redeemed, repurchased,
acquired or retired,  (B)such Indebtedness is subordinated to Pari Passu
Indebtedness at least to the same extent as such Subordinated Indebtedness so
purchased, exchanged, redeemed, repurchased, acquired or retired for value,  (C)such Indebtedness has a final scheduled maturity
date equal to or later than the final scheduled maturity date of the
Subordinated Indebtedness being so redeemed, repurchased, acquired or retired
and  (D)such Indebtedness has a Weighted Average Life to
Maturity equal to or greater than the remaining Weighted Average Life to
Maturity of the Subordinated Indebtedness being so redeemed, repurchased,
acquired or retired;  (4)a Restricted Payment to pay for the repurchase,
retirement or other acquisition or retirement for value of common Equity
Interests of the Company or any of its direct or indirect parent corporations
held by any future, present or former employee, director or consultant of the
Company, any of its Subsidiaries or any of its direct or indirect parent
corporations pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement; provided, however,
that the aggregate Restricted Payments made under this clause (4) do not
exceed in any calendar year $25.0 million (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to a
maximum (without giving effect to the following  80


proviso) of $50.0 million in any calendar year); provided 
furtherthat such amount in any calendar year may be
increased by an amount not to exceed:  (A)the cash proceeds from the sale of Equity
Interests of the Company and, to the extent contributed to the Company, Equity
Interests of any of the Companys direct or indirect parent corporations, in
each case to members of management, directors or consultants of the Company,
any of its Subsidiaries or any of its direct or indirect parent corporations
that occurs after the Issue Date, to the extent the cash proceeds from the sale
of such Equity Interests have not otherwise been applied to the payment of
Restricted Payments by virtue of clause (1) of the definition of the term Cumulative
Credit;plus  (B)the cash proceeds of key man life insurance
policies received by the Company and its Restricted Subsidiaries after the
Issue Dateless  (C)the amount of any Restricted Payments previously
made pursuant to clauses (A) and (B) of this Section 1010(b)(4);  and provided furtherthat cancellation of Indebtedness owing to
the Company from members of management of the Company, any of its direct or
indirect parent corporations or any Restricted Subsidiary in connection with a
repurchase of Equity Interests of the Company or any of its direct or indirect
parent corporations will not be deemed to constitute a Restricted Payment for
purposes of this covenant or any other provision of this Indenture;  (5)the declaration and payment of dividends to
holders of any class or series of Disqualified Stock of the Company or any
other Restricted Subsidiary issued in accordance with the covenant described
under Section 1011 to the extent such dividends are included in the definition
of Cumulative Interest Expense;  (6)(A)the
declaration and payment of dividends to holders of any class or series of
Designated Preferred Stock (other than Disqualified Stock) issued by the
Company after the Issue Date;  (B)the
declaration and payment of dividends to a direct or indirect parent corporation
of the Company, the proceeds of which will be used to fund the payment of
dividends to holders of any class or series of Designated Preferred Stock
(other than Disqualified Stock) of such parent corporation issued after the
Issue Date, providedthat the
amount of dividends paid pursuant to this clause (B) shall not exceed the
aggregate amount of cash actually contributed to the Company from the sale of
such Designated Preferred Stock; or  (C)the
declaration and payment of dividends on Refunding Capital Stock in excess of
the dividends declarable and payable thereon pursuant to Section 1010(b)(2);  provided,
however, in the case of each of
(A), (B) and (C) of this clause (6), that for the most recently
ended four full fiscal quarters for which internal financial statements are  81


available immediately preceding
the date of issuance of such Designated Preferred Stock or the declaration of
such dividends on Refunding Capital Stock, after giving effect to such issuance
or declaration on a pro forma basis, the Company would have a Debt to Adjusted
EBITDA Ratio less than or equal to 5.5 to 1.0;  (7)Investments in Unrestricted Subsidiaries having an
aggregate fair market value, taken together with all other Investments made
pursuant to this clause (7) that are at the time outstanding, without
giving effect to the sale of an Unrestricted Subsidiary to the extent the
proceeds of such sale do not consist of cash or marketable securities, not to
exceed $75.0 million at the time of such Investment (with the fair market
value of each Investment being measured at the time made and without giving
effect to subsequent changes in value);  (8)repurchases of Equity Interests deemed to occur
upon exercise of stock options or warrants if such Equity Interests represent a
portion of the exercise price of such options or warrants;  (9)the payment of dividends on the Companys common
stock, following the first public offering of the Companys common stock or the
common stock of any of its direct or indirect parent corporations after the
Issue Date, of up to 6% per annum of the net cash proceeds received by or
contributed to the Company in or from any such public offering, other than
public offerings with respect to the Companys common stock registered on Form S-8
and other than any public sale constituting an Excluded Contribution;  (10)Investments that are made with Excluded
Contributions;  (11)other
Restricted Payments in an aggregate amount not to exceed $100.0 million;  (12)distributions
or payments of Receivables Fees;  (13)any
Restricted Payment used to fund the Transactions and the fees and expenses
related thereto or owed to Affiliates, in each case to the extent permitted by
Section 1013;  (14)the repurchase, redemption or other acquisition or
retirement for value of any Subordinated Indebtedness pursuant to the
provisions of Section 1017 and Section 1018; providedthat
all notes tendered by holders of the notes in connection with a Change of
Control Offer or Asset Sale Offer, as applicable, have been repurchased,
redeemed or acquired for value; and  (15)the declaration and payment of dividends by the
Company to, or the making of loans to, any direct or indirect parent in amounts
required for any direct or indirect parent corporations to pay:  (A)franchise taxes and other fees, taxes and expenses
required to maintain their corporate existence,  82


(B)federal, state and local income taxes, to the
extent such income taxes are attributable to the income of the Company and the
Restricted Subsidiaries and, to the extent of the amount actually received from
its Unrestricted Subsidiaries, in amounts required to pay such taxes to the
extent attributable to the income of such Unrestricted Subsidiaries,  (C)customary salary, bonus and other benefits payable
to officers and employees of any direct or indirect parent corporation of the
Company to the extent such salaries, bonuses and other benefits are
attributable to the ownership or operation of the Company and the Restricted
Subsidiaries, and  (D)general
corporate overhead expenses of any direct or indirect parent corporation of the
Company to the extent such expenses are attributable to the ownership or
operation of the Company and the Restricted Subsidiaries;  provided, however, that at the time of, and after giving effect to,
any Restricted Payment permitted under clauses (5), (6), and (11) of this
Section 1010(b), no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof.  (c)As of the
time of issuance of the Notes, all of the Companys Subsidiaries shall be
Restricted Subsidiaries. The Company shall not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the last
sentence of the definition of Unrestricted Subsidiary in Section 102 of this
Indenture.  For purposes of designating
any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the
extent repaid) in the Subsidiary so designated shall be deemed to be Restricted
Payments in an amount determined as set forth in the last sentence of the
definition of Investment in Section 102 of this Indenture.  Such designation will be permitted only if a
Restricted Payment in such amount would be permitted at such time, whether
pursuant to Section 1010(a) or under clauses (7), (10) or (11) of Section
1010(b), or pursuant to the definition of Permitted Investments, and if such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
Unrestricted Subsidiaries shall not be subject to any of the restrictive
covenants set forth in this Indenture.  SECTION 1011.  Limitation on Incurrence of Indebtedness
and Issuance ofDisqualified
Stock.  (a)  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, (collectively, incur and collectively, an incurrence)
with respect to any Indebtedness (including Acquired Indebtedness) and the
Company shall not issue any shares of Disqualified Stock and shall not permit
any Restricted Subsidiary to issue any shares of Disqualified Stock or
preferred stock; provided, however, that the Company may incur
Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified
Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired
Indebtedness), issue shares of Disqualified Stock and issue shares of preferred
stock, if the Companys Debt to Adjusted
EBITDA Ratio would be less than or equal to 6.75 to 1.0, determined on a
pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock or preferred stock had been issued, as the case may be, and
the application of proceeds therefrom  83


had occurred at the beginning of such
four-quarter period; providedthat
the amount of Indebtedness (other than Acquired Indebtedness), Disqualified
Stock and preferred stock that may be incurred pursuant to the foregoing by
Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed
$250.0 million at any one time outstanding.  (b)The
foregoing limitations shall not apply to:  (1)the incurrence of Indebtedness under Credit
Facilities by the Company or any of the Restricted Subsidiaries and the
issuance and creation of letters of credit and bankers acceptances thereunder
(with letters of credit and bankers acceptances being deemed to have a
principal amount equal to the face amount thereof), up to an aggregate
principal amount of $3,210.0 million outstanding at any one time; provided, however,
that the aggregate amount of Indebtedness incurred by Restricted Subsidiaries
(other than Guarantors) pursuant to this clause (1) may not exceed
$500.0 million outstanding at any one time;  (2)the
incurrence by the Company and any Guarantor
of Indebtedness represented by the Notes (including any Guarantee) (other than
any Additional Notes);  (3)Existing Indebtedness (other than Indebtedness
described in clauses (1) and (2) above);  (4)Indebtedness (including Capitalized Lease Obligations
and Indebtedness related to Sale and Lease-Back Transactions), Disqualified
Stock and preferred stock incurred by the Company or any of its Restricted
Subsidiaries, to finance the purchase, lease or improvement of property (real
or personal) or equipment that is used or useful in a Similar Business, whether
through the direct purchase of assets or the Capital Stock of any Person owning
such assets, in an aggregate principal amount which, when aggregated with the
principal amount of all other Indebtedness, Disqualified Stock and preferred
stock then outstanding and incurred pursuant to this clause (4) and including
all Refinancing Indebtedness incurred to refund, refinance or replace any other
Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this
clause (4), does not exceed the greater of (i) $250 million and
(ii) 4.5% of Total Assets.  (5)Indebtedness incurred by the Company or any
Restricted Subsidiary constituting reimbursement obligations with respect to
letters of credit issued in the ordinary course of business, including letters
of credit in respect of workers compensation claims, or other Indebtedness
with respect to reimbursement type obligations regarding workers compensation
claims; provided, however, that
upon the drawing of such letters of credit or the incurrence of such
Indebtedness, such obligations are reimbursed within 30 days following
such drawing or incurrence;  (6)Indebtedness arising from agreements of the
Company or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price or similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, assets or a Subsidiary, other
than guarantees of Indebtedness incurred by any  84


Person acquiring all or any portion of such business, assets or a
Subsidiary for the purpose of financing such acquisition; provided, however,
that  (A)such Indebtedness is not reflected on the balance
sheet of the Company or any Restricted Subsidiary (contingent obligations
referred to in a footnote to financial statements and not otherwise reflected
on the balance sheet shall not be deemed to be reflected on such balance sheet
for purposes of this clause (6)(A)) and  (B)the maximum assumable liability in respect of all
such Indebtedness shall at no time exceed the gross proceeds including non-cash
proceeds (the fair market value of such non-cash proceeds being measured at the
time received and without giving effect to any subsequent changes in value)
actually received by the Company and the Restricted Subsidiaries in connection
with such disposition;  (7)Indebtedness (including Indebtedness related to
Sale and Lease-Back Transactions) of the Company to a Restricted Subsidiary; providedthat any such Indebtedness owing
to a Restricted Subsidiary that is not a Guarantor is subordinated in right of
payment to the Notes; provided furtherthat
any subsequent issuance or transfer of any Capital Stock or any other event
which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to
the Company or another Restricted Subsidiary) shall be deemed, in each case to
be an incurrence of such Indebtedness;  (8)Indebtedness (including Indebtedness related to
Sale and Lease-Back Transactions) of a Restricted Subsidiary to the Company or
another Restricted Subsidiary; providedthat:  (A)any such Indebtedness is made pursuant to an
intercompany note and  (B)if a Guarantor incurs such Indebtedness to a
Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated
in right of payment to the Guarantee of such Guarantor;provided furtherthat any subsequent transfer of any such Indebtedness
(except to the Company or another Restricted Subsidiary) shall be deemed, in
each case to be an incurrence of such Indebtedness;  (9)shares of preferred stock of a Restricted
Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such shares of preferred stock (except to the Company
or another Restricted Subsidiary) shall be deemed in each case to be an
issuance of such shares of preferred stock;  (10)Hedging Obligations (excluding Hedging Obligations
entered into for speculative purposes) for the purpose of limiting interest rate
risk or exchange rate risk with respect to any Indebtedness permitted to be
incurred pursuant to this Section 1011;  85


(11)obligations in respect of performance, bid, appeal
and surety bonds and completion guarantees provided by the Company or any
Restricted Subsidiary in the ordinary course of business;  (12)Indebtedness,
Disqualified Stock and preferred stock of the Company or any Restricted
Subsidiary not otherwise permitted hereunder in an aggregate principal amount
or liquidation preference, which when aggregated with the principal amount and
liquidation preference of all other Indebtedness, Disqualified Stock and
preferred stock then outstanding and incurred pursuant to this
clause (12), does not at any one time outstanding exceed the sum of (i)
$250.0 million and (ii) 100% of the net
cash proceeds received by the Company since immediately after the Issue Date
from the issue or sale of Equity Interests of the Company or cash contributed
to the capital of the Company (in each case other than proceeds of Disqualified
Stock or sales of Equity Interests to the Company or any of its Subsidiaries)
as determined in accordance with the definition of the term Cumulative Credit
to the extent such net cash proceeds or cash have not been applied pursuant to
such clauses to make Restricted Payments or to make other investments, payments
or exchanges pursuant to Section 1010(b) or to make Permitted Investments
(other than Permitted Investments specified in clauses (1) and (3) of
the definition thereof), (it being understood that any Indebtedness,
Disqualified Stock or preferred stock incurred pursuant to this
clause (12) shall cease to be deemed incurred or outstanding for purposes
of this clause (12) but shall be deemed incurred for the purposes of
Section 1011(a) from and after the first date on which the Company or such
Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock
or preferred stock under Section 1011(a) without reliance on this
clause (12));  (13)the incurrence by the Company or any Restricted
Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves
to refund or refinance any Indebtedness, Disqualified Stock or preferred stock
incurred as permitted under Section 1011(a) and clauses (2) and
(3) above, this clause (13) and clause (14) below or any
Indebtedness, Disqualified Stock or preferred stock issued to so refund or
refinance such Indebtedness, Disqualified Stock or preferred stock including
additional Indebtedness, Disqualified Stock or preferred stock incurred to pay
premiums and fees in connection therewith (the Refinancing Indebtedness) prior to its respective maturity; provided, however,
that such Refinancing Indebtedness  (A)has a Weighted Average Life to Maturity at the
time such Refinancing Indebtedness is incurred which is not less than the
remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified
Stock or preferred stock being refunded or refinanced,  (B)to the extent such Refinancing Indebtedness
refinances (i) Indebtedness subordinated orpari passuto the Notes
or any Guarantee of the Notes, such Refinancing Indebtedness is subordinated orpari passuto the Notes or such Guarantee at least to the
same extent as the Indebtedness being refinanced or refunded or
(ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness
must be Disqualified Stock or preferred stock, respectively and  86


(C)shall not include(i) Indebtedness, Disqualified Stock or preferred
stock of a Subsidiary that refinances Indebtedness, Disqualified Stock or
preferred stock of the Company, (ii) Indebtedness,
Disqualified Stock or preferred stock of a Subsidiary that is not a Guarantor
that refinances Indebtedness, Disqualified Stock or preferred stock of a
Guarantor or(iii) Indebtedness,
Disqualified Stock or preferred stock of the Company or a Restricted Subsidiary
that refinances Indebtedness, Disqualified Stock or preferred stock of an Unrestricted
Subsidiary;  and provided further that subclause
(A) above of this clause (13) shall not apply to any refunding or
refinancing of any Indebtedness outstanding under the Senior Credit Facilities;  (14)Indebtedness, Disqualified Stock or preferred
stock of Persons that are acquired by the Company or any Restricted Subsidiary
or merged into the Company or a Restricted Subsidiary in accordance with the
terms of this Indenture; provided
that such Indebtedness, Disqualified Stock or preferred stock is not incurred
in contemplation of such acquisition or merger; and provided further that after giving effect to such
acquisition or merger, either  (A)the
Company would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Debt to Adjusted EBITDA Ratio test set forth in Section
1011(a), or  (B)the
Debt to Adjusted EBITDA Ratio is less than immediately prior to such
acquisition or merger;  (15)Indebtedness arising from the honoring by a bank
or other financial  institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary
course of business, provided that
such Indebtedness is extinguished within two Business Days of its incurrence;  (16)Indebtedness
of the Company or any Restricted Subsidiary supported by a letter of credit
issued pursuant to the Senior Credit Facilities, in a principal amount not in
excess of the stated amount of such letter of credit; and  (17)(A)any
guarantee by the Company or a Guarantor of Indebtedness or other obligations of
any Restricted Subsidiary so long as the incurrence of such Indebtedness
incurred by such Restricted Subsidiary is permitted under the terms of this
Indenture, or  (B)any guarantee by a Restricted Subsidiary of
Indebtedness of the Company, provided that
such guarantee is incurred in accordance with Section 1015.  (c)For
purposes of determining compliance with this Section 1011,  (1)in
the event that an item of Indebtedness, Disqualified Stock or preferred stock
meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or preferred stock described in clauses
(1) through (17) of this Section 1011(b)  87


or is entitled
to be incurred pursuant to Section 1011(a), the Company shall, in its sole
discretion, classify or reclassify such item of Indebtedness, Disqualified
Stock or preferred stock (or any portion thereof) and shall only be required to
include the amount and type of such Indebtedness, Disqualified Stock or
preferred stock in one of the above clauses of this Section 1011(b); provided, that all Indebtedness outstanding under the Credit
Facilities after the application of the net proceeds from the sale of the Notes
shall be treated as incurred on the Issue Date under Section 1011(b)(1) and the
Company shall not be permitted to reclassify all or any portion of such
Indebtedness outstanding on the Issue Date; and  (2)at
the time of incurrence, the Company shall be entitled to divide and classify an
item of Indebtedness in more than one of the types of Indebtedness described
above.  Accrual of interest, the accretion of
accreted value and the payment of interest in the form of additional
Indebtedness, Disqualified Stock or preferred stock shall not be deemed to be
an incurrence of Indebtedness, Disqualified Stock or preferred stock for
purposes of this Section 1011.  (d)For
purposes of determining compliance with any U.S. dollar-denominated restriction
on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount
of Indebtedness denominated in a foreign currency shall be calculated based on
the relevant currency exchange rate in effect on the date such Indebtedness was
incurred, in the case of term debt, or first committed, in the case of revolving
credit debt; provided that if
such Indebtedness is incurred to refinance other Indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable U.S. dollar
denominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal
amount of such refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being refinanced.  (e)The principal amount of any Indebtedness incurred
to refinance other Indebtedness, if incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency
exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing.  SECTION 1012.  Limitation on Liens.  The
Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or suffer to exist any Lien (except Permitted
Liens) that secures any Obligations under any Indebtedness of the Company or a
Guarantor against or on any asset or property now owned or hereafter acquired
by the Company or any such Restricted Subsidiary, or any income or profits
therefrom, or assign or convey any right to receive income therefrom, unless:  (1)in
the case of Liens securing Indebtedness that is Subordinated Indebtedness, the
Notes or such Guarantee of such Guarantor are secured by a Lien on such
property or assets that is senior in priority to such Liens; and  88


(2)in all other cases, the notes or such Guarantee of
such Guarantor are equally and ratably secured; provided
that any Lien which is granted to secure the Notes under this Section 1012
shall be discharged at the same time as the discharge of the Lien that gave
rise to the obligation to so secure the Notes.  SECTION 1013.  Limitations on Transactions with
Affiliates.  (a)  The Company shall not, and shall not permit
any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an Affiliate Transaction) involving
aggregate payments or consideration in excess of $5.0 million, unless  (1)such Affiliate Transaction is on terms that are
not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person and  (2)the
Company delivers to the Trustee with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate payments or consideration in excess of $10.0 million,
a resolution adopted by the majority of the Board of Directors of the Company
approving such Affiliate Transaction and set forth in an Officers Certificate
certifying that such Affiliate Transaction complies with clause (1) above.  (b)The foregoing provisions will
not apply to the following:  (1)transactions between or among the Company or any
of the Restricted Subsidiaries;  (2)Restricted
Payments permitted by Section 1010 and the definition of Permitted Investments;  (3)the payment of management, consulting, monitoring
and advisory fees and related expenses to the Investors;  (4)the payment of reasonable and customary fees paid
to, and indemnities provided on behalf of, officers, directors, employees or
consultants of the Company, any of its direct or indirect parent corporations
or any Restricted Subsidiary;  (5)transactions in which the Company or any
Restricted Subsidiary, as the case may be, delivers to the Trustee a letter
from an Independent Financial Advisor stating that such transaction is fair to
the Company or such Restricted Subsidiary from a financial point of view or
meets the requirements of Section 1013(a)(1);  (6)any agreement as in effect as of the Issue Date,
or any amendment thereto (so long as any such amendment is not disadvantageous
to the Holders in any material respect);  89


(7)the existence of, or the performance by the
Company or any of its Restricted Subsidiaries of its obligations under the
terms of, any stockholders agreement (including any registration rights
agreement or purchase agreement related thereto) to which it is a party as of
the Issue Date and any similar agreements which it may enter into thereafter; provided, however,
that the existence of, or the performance by the Company or any Restricted
Subsidiary of obligations under any future amendment to any such existing
agreement or under any similar agreement entered into after the Issue Date
shall only be permitted by this clause (7) to the extent that the terms of
any such amendment or new agreement are not otherwise disadvantageous to the
Holders in any material respect;  (8)the Transactions and the payment of all fees and
expenses related to the Transactions, in each case as disclosed in the Offering
Circular;  (9)transactions with customers, clients, suppliers,
or purchasers or sellers of goods or services, in each case in the ordinary
course of business and otherwise in compliance with the terms of this Indenture
which are fair to the Company and the Restricted Subsidiaries, in the
reasonable determination of the Board of Directors of the Company or the senior
management thereof, or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party;  (10)the issuance of Equity Interests (other than
Disqualified Stock) of the Company to any Permitted Holder or to any director,
officer, employee or consultant;  (11)sales
of accounts receivable, or participations therein, in connection with any
Receivables Facility;  (12)payments
by the Company or any Restricted Subsidiary to any of the Investors made for
any financial advisory, financing, underwriting or placement services or in
respect of other investment banking activities, including in connection with
acquisitions or divestitures which payments are approved by a majority of the
Board of Directors of the Company in good faith; and  (13)payments or loans (or cancellation of loans) to
employees or consultants of the Company, any of its direct or indirect parent
corporations or any Restricted Subsidiary which are approved by a majority of
the Board of Directors of the Company in good faith.  SECTION 1014.  Limitations on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries.  The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any such
Restricted Subsidiary to:  (a)(1) pay dividends or make any
other distributions to the Company or any Restricted Subsidiary on its Capital
Stock or with respect to any other interest or participation in, or measured
by, its profits, or (2) pay any Indebtedness owed to the Company or any Restricted
Subsidiary;  (b)make loans or advances to the
Company or any Restricted Subsidiary; or  90


(c)sell, lease or transfer any of
its properties or assets to the Company or any Restricted Subsidiary,  except (in each
case) for such encumbrances or restrictions existing under or by reason of:  (1)contractual
encumbrances or restrictions in effect on the Issue Date, including, pursuant
to the Senior Credit Facilities and the related documentation;  (2)this
Indenture and the Notes;  (3)purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature discussed in clause (c) above on the
property so acquired;  (4)applicable
law or any applicable rule, regulation or order;  (5)any
agreement or other instrument of a Person acquired by the Company or any
Restricted Subsidiary in existence at the time of such acquisition (but not
created in contemplation thereof), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired;  (6)contracts
for the sale of assets, including customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary;  (7)secured
Indebtedness otherwise permitted to be incurred pursuant to Sections 1011 and
1012 that limit the right of the debtor to dispose of the assets securing such
Indebtedness;  (8)restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business;  (9)other
Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries
permitted to be incurred subsequent to the Issue Date pursuant to Section 1011;  (10)customary
provisions in joint venture agreements and other similar agreements;  (11)customary
provisions contained in leases and other agreements entered into in the
ordinary course of business;  (12)any
encumbrances or restrictions of the type referred to in clauses (a), (b) and
(c) above imposed by any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of
the contracts, instruments or obligations referred to in clauses
(1) through (11) above, provided that
such amendments, modifications, restatements, renewals, increases, supplements,  91


refundings,
replacements or refinancings are, in the good faith judgment of the Board of
Directors of the Company no more restrictive with respect to such encumbrance
and other restrictions than those prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or
refinancing; and  (13)restrictions
created in connection with any Receivables Facility that, in the good faith
determination of the Board of Directors of the Company, are necessary or
advisable to effect such Receivables Facility.  SECTION 1015.  Limitation on Guarantees of Indebtedness
by Restricted Subsidiaries.  The
Company shall not permit any Restricted Subsidiary that is a Domestic
Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary
formed in connection with Receivables Facilities, to guarantee the payment of
any Indebtedness of the Company or any other Guarantor unless:  (1)such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a Guarantee by such Restricted
Subsidiary, except that with respect to a guarantee of Indebtedness of the
Company or any Guarantor if such Indebtedness is by its express terms
subordinated in right of payment to the Notes or such Guarantors Guarantee of
the Notes, any such guarantee of such Restricted Subsidiary with respect to
such Indebtedness shall be subordinated in right of payment to such Restricted
Subsidiarys Guarantee with respect to the Notes substantially to the same
extent as such Indebtedness is subordinated to the Notes;  (2)such Restricted Subsidiary waives and shall not in
any manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such
Restricted Subsidiary under its Guarantee; and  (3)such Restricted Subsidiary shall deliver to the
Trustee an Opinion of Counsel to the effect that  (A)such
Guarantee has been duly executed and authorized, and  (B)such
Guarantee constitutes a valid, binding and
enforceable obligation of such Restricted Subsidiary, except insofar as
enforcement thereof may be limited by any Bankruptcy Law (including all laws
relating to fraudulent transfers) and except insofar as enforcement thereof is
subject to general principles of equity;  provided
that this Section 1015 shall not be applicable to any guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted
Subsidiary and was not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary.  SECTION 1016.  Limitation on
Sale and Lease-Back Transactions.  The
Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any Sale and Lease-Back Transaction (other than any Sale and Lease-Back
Transaction relating to the PAS-10  92


Satellite); providedthat
the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back
Transaction if:  (1)the
Company or such Restricted Subsidiary could have:  (A)incurred
any Indebtedness relating to such Sale and Lease-Back Transaction under Section
1011; and  (B)incurred
a Lien to secure such Indebtedness pursuant to Section 1012 without equally and
ratably securing the Notes pursuant to Section 1012;  (2)the
consideration received by the Company or such Restricted Subsidiary in that
Sale and Lease-Back Transaction is at least equal to the fair market value of
the property sold and otherwise complies with Section 1018; and  (3)the
transfer of assets in that Sale and Lease-Back Transaction is permitted by, and
the Company applies the proceeds of such transaction in compliance with Section
1018;  provided,
however, that clauses (2) and (3) shall not apply to any Sale and
Lease-Back Transaction between the Company and any Guarantor or between
Guarantors.  SECTION 1017.  Change of Control.  (a)  If
a Change of Control occurs, the Company shall make an offer to purchase all of
the Notes pursuant to the offer described below (the Change of Control Offer) at a price in cash (the Change of Control Payment) equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Special Interest, if any, to the date of purchase, subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date. Within 30 days following any Change of Control,
the Company shall send notice of such Change of Control Offer by first class
mail, with a copy to the Trustee, to each Holder to the address of such Holder
appearing in the Note Register with a copy to the Trustee, with the following
information:  (1)a Change of Control Offer is being made pursuant
to this Section 1017 and that all Notes properly tendered pursuant to such
Change of Control Offer will be accepted for payment;  (2)the purchase price and the purchase date, which
will be no earlier than 30 days nor later than 60 days from the date
such notice is mailed (the Change of
Control Payment Date);  (3)any
Note not properly tendered will remain
outstanding and continue to accrue interest;  (4)unless
the Company defaults in the payment of the
Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest on the Change of Control
Payment Date;  93


(5)Holders
electing to have any Notes purchased
pursuant to a Change of Control Offer will be required to surrender the Notes,
with the form entitled Option of Holder to Elect Purchase on the reverse of
the Notes completed, to the Paying Agent specified in the notice at the address
specified in the notice prior to the close of business on the third business
day preceding the Change of Control Payment Date;  (6)Holders will be entitled to withdraw their
tendered Notes and their election to require the Company to purchase such
Notes, providedthat the Paying
Agent receives, not later than the close of business on the last day of the
Offer Period, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder of the Notes, the principal amount of Notes tendered for
purchase, and a statement that such Holder is withdrawing his tendered Notes
and his election to have such Notes purchased; and  (7)that Holders whose Notes are being purchased only
in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal to
$1,000 in principal amount or an integral multiple thereof.  (b)While the Notes are in global form and the Company makes an offer
to purchase all of the Notes pursuant to the Change of Control Offer, a Holder
may exercise its option to elect for the purchase of the Notes through the
facilities of Depositary subject to its rules and regulations.  (c)The Company shallcomply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the
repurchase of the Notes pursuant to a Change of Control Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations described in this Indenture by virtue thereof.  (d)On the
Change of Control Payment Date, the Company shall, to the extent permitted by
law,  (1)accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer,  (2)deposit with the Paying Agent an amount equal to the
aggregate Change of Control Payment in respect of all Notes or portions thereof
so tendered and  (3)deliver, or cause to be delivered, to the Trustee
for cancellation the Notes so accepted together with an Officers Certificate
stating that such Notes or portions thereof have been tendered to and purchased
by theCompany.  (e)The Paying Agent shall promptly mail to each Holder the Change of Control
Payment for such Notes, and the Trustee will promptly authenticate and mail to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any, provided,
that each such new Note shall be in a principal amount of $1,000 or an integral  94


multiple thereof.
The Company shall publicly announce the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date.  SECTION 1018.  Asset Sales.  (a) 
The Company shall not, and shall not permit any Restricted Subsidiary
to, cause, make or suffer to exist an Asset Sale, unless:  (1)the
Company or such Restricted Subsidiary, as
the case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value (as determined in good faith by the Board of Directors
of the Company) of the assets sold or otherwise disposed of and  (2)except in the case of a Permitted Asset Swap, at
least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary, as the case may be, is in the form of cash or Cash
Equivalents; providedthat the
amount of:  (A)any liabilities (as shown on the Companys, or
such Restricted Subsidiarys, most recent balance sheet or in the footnotes
thereto) of the Company or any Restricted Subsidiary, other than liabilities
that are by their terms subordinated to the Notes, that are assumed by the
transferee of any such assets and for which the Company and all Restricted
Subsidiaries have been validly released by all creditors in writing,  (B)any securities received by the Company or such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash (to the extent of the cash received)
within 180 days following the closing of such Asset Sale and  (C)any Designated Noncash Consideration received by
the Company or any Restricted Subsidiary in such Asset Sale having an aggregate
fair market value, taken together with all other Designated Noncash
Consideration received pursuant to this clause (C) that is at that time outstanding,
not to exceed an amount equal to 7.5% of Total Assets at the time of the
receipt of such Designated Noncash Consideration, with the fair market value of
each item of Designated Noncash Consideration being measured at the time
received and without giving effect to subsequent changes in value,  shall be deemed to be cash for purposes of this
provision and for no other purpose.  (b)Within 455 days after the
Companys or any Restricted Subsidiarys
receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds), the
Company or such Restricted Subsidiary, at its option, may apply the Net
Proceeds from such Asset Sale (together with any Event of Loss Proceeds
required to be applied as provided in Section 1007)  (1)to permanently reduce:  (A)Obligations
under Pari Passu Indebtedness (other than Disqualified Stock), and to
correspondingly reduce commitments with respect thereto (other  95


than
Obligations owed to the Company or a Restricted Subsidiary of the Company), providedthat if the Company shall so
reduce Obligations under any Pari Passu Indebtedness (other than Obligations
under any Pari Passu Indebtedness secured by a Lien on the assets of the
Company or any Restricted Subsidiary), it shall equally and ratably reduce
Obligations under the Notes if the Notes are then prepayable or, if the Notes
may not then be prepaid, the Company shall make an offer (in accordance with
the procedures set forth below for an Asset Sale Offer) to all Holders to
purchase their Notes at 100% of the principal amount thereof, plus the amount
of accrued but unpaid interest, if any, on the amount of Notes that would
otherwise be prepaid, or  (B)Indebtedness of a Restricted Subsidiary which is
not a Guarantor, other than Indebtedness owed to the Company or another
Restricted Subsidiary (but only to the extent such Net Proceeds from such Asset
Sale or Event of Loss Proceeds are from an Asset Sale of or an Event of Loss
affecting such Restricted Subsidiary which is not a Guarantor),  (2)to an investment in (A) any one or more
businesses, providedthat such
investment in any business is in the form of the acquisition of Capital Stock
and results in the Company or a Restricted Subsidiary, as the case may be,
owning an amount of the Capital Stock of such business such that it constitutes
a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions
of other assets, in each of (A), (B) and (C), used or useful in a
Similar Business, or  (3)to an investment in (A) any one or more
businesses, providedthat such
investment in any business is in the form of the acquisition of Capital Stock
and results in the Company or a Restricted Subsidiary, as the case may be,
owning an amount of the Capital Stock of such business such that it constitutes
a Restricted Subsidiary, (B) properties or (C) other assets that, in
each of (A), (B) and (C) replace the businesses, properties and
assets that are the subject of such Asset Sale;  provided, that in the case of clauses
(2) and (3) above, a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so
long as the Company or such Restricted Subsidiary enters into such commitment
with the good faith expectation that such Net Proceeds will be applied to
satisfy such commitment (an Acceptable Commitment) and, in the event any
Acceptable Commitment is later canceled or terminated for any reason before
such Net Proceeds are so applied, the Company or such Restricted Subsidiary
enters into another Acceptable Commitment within nine months of such
cancelation or termination.  (c)Any Net
Proceeds from the Asset Sale (and Event of Loss Proceeds) that are not invested
or applied as provided and within the time period set forth in Section 1018(a)
shall be deemed to constitute Excess Proceeds. When the aggregate amount of
Excess Proceeds exceeds $30.0 million, the Company shall make an offer to
all Holders of the Notes, and, if required by the terms of any Pari Passu
Indebtedness to the holders of such Pari Passu Indebtedness, (an Asset Sale Offer), to purchase the
maximum principal amount of Notes and such Pari Passu Indebtedness, that is an
integral multiple of $1,000 that may be purchased out of  96


the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
to the date fixed for the closing of such offer, in accordance with the procedures
set forth in this Indenture. The Company shall commence an Asset Sale Offer
with respect to Excess Proceeds within ten Business Days after the date that
Excess Proceeds exceeds $30.0 million by mailing the notice required
pursuant to the terms of this Indenture, with a copy to the Trustee. To the
extent that the aggregate amount of Notes and such Pari Passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes,
subject to other covenants contained in this Indenture. If the aggregate
principal amount of Notes or the Pari Passu Indebtedness surrendered by such
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis
based on the accreted value or principal amount of the Notes or such Pari Passu
Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount
of Excess Proceeds shall be reset at zero.  (d)Pending the
final application of any Net Proceeds (or Event of Loss Proceeds) pursuant to
this Section 1018, the Company or the applicable Restricted Subsidiary may
apply such Net Proceeds (or Event of Loss Proceeds) temporarily to reduce
Indebtedness outstanding under a revolving credit facility or otherwise invest
such Net Proceeds (or Event of Loss Proceeds) in any manner not prohibited by
this Indenture.  (e)The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the
repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of this Indenture, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof.  (f)If less than all of the Notes or such Pari Passu Indebtedness are to be redeemed
at any time, selection of such Notes for redemption, will be made by the
Trustee on a pro rata basis to the extent practicable; providedthat no Notes of $1,000 or less shall
be purchased or redeemed in part.  (g)Notices of
purchase or redemption shall be mailed by first class mail, postage prepaid, at
least 30 but not more than 60 days before the purchase or redemption date
to each Holder to be purchased or redeemed at such Holders registered address.
If any Note is to be purchased or redeemed in part only, any notice of purchase
or redemption that relates to such Note shall state the portion of the
principal amount thereof that has been or is to be purchased or redeemed.  (h)A new Note in principal amount
equal to the unpurchased or unredeemed portion of any Note purchased or
redeemed in part shall be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the purchase or redemption
date, unless the Company defaults in payment of the purchase or Redemption
Price, interest shall cease to accrue on Notes or portions thereof purchased or
called for redemption.  97


SECTION 1019.  Special Interest Notice.  In the event that the Company is required to
pay Special Interest to Holders of Notes pursuant to the Registration Rights
Agreement, the Company will provide written notice (Special Interest Notice) to the Trustee of its obligation to pay
Special Interest no later than fifteen days prior to the proposed payment date
for the Special Interest, and the Special Interest Notice shall set forth the
amount of Special Interest to be paid by the Company on such payment date. The
Trustee shall not at any time be under any duty or responsibility to any Holder
of Notes to determine the Special Interest, or with respect to the nature,
extent, or calculation of the amount of Special Interest owed, or with respect
to the method employed in such calculation of the Special Interest.  SECTION 1020.  Suspension
of Covenants.(a)During any period of time that: (1) the Notes
have Investment Grade Ratings from both Rating Agencies and (2) no Default
or Event of Default has occurred and is continuing under this Indenture (the
occurrence of the events described in the foregoing clauses (1) and
(2) being collectively referred to as a Covenant Suspension Event), the
Company and the Restricted Subsidiaries shall not be subject to the following
provisions of this Indenture:  (A)          clause (a)(4) of Section 801;  (B)           Section 1007;  (C)           Section 1010;  (D)          Section 1011;  (E)           Section 1013;  (F)           Section 1014;  (G)           Section 1015;  (H)          clauses (1)(A) and (2) of
Section 1016; and  (I)            Section 1018;  (collectively, the
Suspended Covenants). Upon the occurrence of a Covenant Suspension Event, the
amount of Excess Proceeds from Net Proceeds (and Event of Loss Proceeds) shall
be set at zero. In addition, the Guarantees of the Guarantors shall also be suspended
as of such date (the Suspension Date). In the event that the Company and the
Restricted Subsidiaries are not subject to the Suspended Covenants for any
period of time as a result of the foregoing, and on any subsequent date (the
Reversion Date) one or both of the Rating Agencies withdraws its Investment
Grade Rating or downgrades the rating assigned to the notes below an Investment
Grade Rating or a Default or Event of Default occurs and is continuing, then
the Company and the Restricted Subsidiaries shall thereafter again be subject
to the Suspended Covenants with respect to future events and the Guarantees
shall be reinstated. The period of time between the Suspension Date and the
Reversion Date is referred to in this description as the Suspension Period.
Notwithstanding that the Suspended Covenants may be reinstated, no Default or
Event of Default shall be deemed to have occurred as a result of a failure to
comply with the Suspended  98


Covenants during
the Suspension Period (or upon termination of the Suspension Period or after
that time based solely on events that occurred during the Suspension Period).  (b)           On the Reversion Date, all Indebtedness incurred, or
Disqualified Stock issued, during the Suspension Period shall be classified to
have been incurred or issued pursuant to Sections 1011(a) or 1011(b) (to the
extent such Indebtedness or Disqualified Stock would be permitted to be
incurred or issued thereunder as of the Reversion Date and after giving effect
to Indebtedness incurred or issued prior to the Suspension Period and
outstanding on the Reversion Date). To the extent such Indebtedness or
Disqualified Stock would not be so permitted to be incurred or issued pursuant
to Section 1011(a) or 1011(b), such Indebtedness or Disqualified Stock shall be
deemed to have been outstanding on the Issue Date, so that it is classified as
permitted under Section 1011(b)(3). Calculations made after the Reversion Date
of the amount available to be made as Restricted Payments under Section 1010
shall be made as though Section 1010 had been in effect since the Issue Date
and throughout the Suspension Period. Accordingly, Restricted Payments made
during the Suspension Period shall reduce the amount available to be made as
Restricted Payments under 1010(a).  (c)           The Company shall give the Trustee prompt (and in any
event not later than five business days after a Covenant Suspension Event)
written notice of any Covenant Suspension Event.  In the absence of such notice, the Trustee
shall assume the Suspended Covenants apply and are in full force and
effect.  The Company shall give the
Trustee prompt (and in any event not later than five business days after a
Covenant Suspension Event) written notice of any occurrence of a Reversion
Date.  After any such notice of the
occurrence of a Reversion Date, the Trustee shall assume the Suspended
Covenants apply and are in full force and effect.  ARTICLE
ELEVENREDEMPTION OF NOTES  SECTION 1101.  Right of Redemption.  At any
time prior to August 15, 2009, the Company may redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holders registered address, at a redemption
price equal to 100% of the principal amount of Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Special Interest,
if any, to the date of redemption (the Redemption Date), subject to the
rights of Holders on the relevant record date to receive interest due on the
relevant interest payment date.  On or after August 15, 2009, the Company may
redeem the Notes, in whole or in part, upon not less than 30 nor more than
60 days prior notice by first class mail, postage prepaid, with a copy to
the Trustee, to each Holder of Notes to the address of such Holder appearing in
the Note Register at the Redemption Prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest thereon and
Special Interest, if any, to the applicable 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, if redeemed
during the twelve-month period beginning on August 15 of each of the
years indicated below:  99


Year
  
  Percentage2009
  
  104.50
  %2010
  
  103.00
  %2011
  
  101.50
  %2012 and thereafter
  
  100.00
  %
  In addition, prior to August 15, 2007, the
Company may, at its option, redeem up to 35%
of the aggregate principal amount of Notes issued under this Indenture at a
redemption price equal to109% oftheaggregate principal amount thereof, plus accrued
and unpaid interest thereon and Special Interest, if any, to the applicable
Redemption Date, subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date, with
the net cash proceeds of one or more Equity Offerings of the Company or any
direct or indirect parent of the Company to the extent such net cash proceeds
are contributed to the Company; providedthat
at least 65% of the sum of the aggregate principal amount of Notes originally
issued under this Indenture and any Additional Notes issued under this
Indenture after the Issue Date remains outstanding immediately after the
occurrence of each such redemption; provided
furtherthat each such redemption occurs within 90 days of the
date of closing of each such Equity Offering.  SECTION 1102.  Applicability of Article.  Redemption of Notes at the election of the
Company or otherwise, as permitted or required by any provision of this
Indenture, shall be made in accordance with such provision and this Article.  SECTION 1103.  Election to Redeem; Notice to Trustee.  The election of the Company to redeem any
Notes pursuant to Section 1101 above shall be evidenced by a Board
Resolution.  In case of any redemption at
the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Notes to be redeemed and shall deliver to the Trustee
such documentation and records as shall enable the Trustee to select the Notes
to be redeemed pursuant to Section 1104.  SECTION 1104.  Selection by Trustee of Notes to Be
Redeemed.  If less than all of the Notes or such Pari Passu Indebtedness are to be
redeemed at any time, selection of such Notes for redemption, will be made by
the Trustee on a pro rata basis to the extent practicable; provided
that no notes of $1,000 or less shall be purchased or redeemed in part.  Notices of purchase or
redemption shall be mailed by first class mail, postage prepaid, at least 30
but not more than 60 days before the purchase or redemption date to each Holder
of Notes to be purchased or redeemed at such Holders registered address. If
any Note is to be purchased or redeemed in part only, any notice of purchase or
redemption that relates to such Note shall state the portion of the principal
amount thereof that has been or is to be purchased or redeemed.  A new Note in principal amount
equal to the unpurchased or unredeemed portion of any Note purchased or
redeemed in part will be issued in the name of the Holder thereof upon  100


cancellation of
the original Note. On and after the purchase or Redemption Date, unless the
Company defaults in payment of the purchase or Redemption Price, interest shall
cease to accrue on notes or portions thereof purchased or called for
redemption.  SECTION 1105.  Notice of Redemption.  Notice of redemption shall be given in the
manner provided for in Section 107 not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder to be redeemed.  All notices of redemption shall state:  (1)           the Redemption Date,  (2)           the Redemption Price and the amount
of accrued interest to the Redemption Date payable as provided in
Section 1107, if any,  (3)           if less than all Outstanding Notes
are to be redeemed, the identification (and, in the case of a partial
redemption, the principal amounts) of the particular Notes to be redeemed,  (4)           in case any Note is to be redeemed in
part only, the notice which relates to such Note shall state that on and after
the Redemption Date, upon surrender of such Note, the Holder will receive,
without charge, a new Note or Notes of authorized denominations for the
principal amount thereof remaining unredeemed,  (5)           that on the Redemption Date the
Redemption Price (and accrued interest, if any, to the Redemption Date payable
as provided in Section 1107) will become due and payable upon each such
Note, or the portion thereof, to be redeemed, and that interest thereon will
cease to accrue on and after said date,  (6)           the place or places where such Notes
are to be surrendered for payment of the Redemption Price and accrued interest,
if any,  (7)           the name and address of the Paying
Agent,  (8)           that Notes called for redemption must
be surrendered to the Paying Agent to collect the Redemption Price,  (9)           the CUSIP number, ISIN or Common
Code number and that no representation is made as to the accuracy or
correctness of the CUSIP number, ISIN or Common Code number, if any, listed
in such notice or printed on the Notes, and  (10)         the paragraph of the Notes pursuant to
which the Notes are to be redeemed.  Notice of redemption of Notes to be redeemed
at the election of the Company shall be given by the Company or, at the
Companys request, by the Trustee in the name and at the expense of the
Company.  101


SECTION 1106.  Deposit of Redemption Price.  Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price
of, and accrued interest and Special Interest, if any, on, all the Notes which
are to be redeemed on that date.  SECTION 1107.  Notes Payable on Redemption Date.  Notice of redemption having been given as
aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified (together with
accrued interest and Special Interest, if any, to the Redemption Date), and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Notes shall cease to bear
interest.  Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Company at the Redemption Price, together with accrued interest and Special
Interest, if any, to the Redemption Date and such Notes shall be canceled by the
Trustee; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Notes, or one or more Predecessor
Notes, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 306.  If any Note called for redemption shall not
be so paid upon surrender thereof for redemption, the principal (and premium,
if any) shall, until paid, bear interest from the Redemption Date at the rate
borne by the Notes.  SECTION 1108.  Notes Redeemed in Part.  Any Note which is to be redeemed only in part
(pursuant to the provisions of this Article) shall be surrendered at the office
or agency of the Company maintained for such purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holders
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Note without
service charge, a new Note or Notes, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Note so
surrendered.  ARTICLE
TWELVEGUARANTEES  SECTION 1201.  Guarantees.  Each Guarantor hereby jointly and severally,
unconditionally and irrevocably guarantees the Notes and obligations of the
Company hereunder and thereunder, and guarantees to each Holder of a Note
authenticated and delivered by the Trustee, and to the Trustee for itself and
on behalf of such Holder, that: (1) the principal of (and premium, if any) and
interest on, or Special Interest in respect of, the Notes will be paid in full
when due, whether at Stated Maturity, by acceleration or otherwise (including
the amount that would become due but for the operation of the automatic stay
under Section 362(a) of the Bankruptcy Law), together with interest on the
overdue principal, if any, and interest on any  102


overdue interest, to the extent
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be paid in full or performed, all in accordance
with the terms hereof and thereof; and (2) in case of any extension of time of
payment or renewal of any Notes or of any such other obligations, the same
shall be paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise,
subject, however, in the case of clauses (1) and (2) above, to the limitation
set forth in Section 1204 hereof.  Each Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable discharge
or defense of a Guarantor.  Each Guarantor hereby waives (to the extent
permitted by law) the benefits of diligence, presentment, demand for payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company or any
other Person, protest, notice and all demands whatsoever and covenants that the
Guarantee of such Guarantor shall not be discharged as to any Note except by
complete performance of the obligations contained in such Note, this Indenture
and such Guarantee.  Each Guarantor
acknowledges that the Guarantee is a guarantee of payment, performance and
compliance when due and not of collection. 
Each of the Guarantors hereby agrees that, in the event of a default in
payment of principal (or premium, if any) or interest on such Note, whether at
its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings
may be instituted by the Trustee on behalf of, or by, the Holder of such Note,
subject to the terms and conditions set forth in this Indenture, directly
against each of the Guarantors to enforce such Guarantors Guarantee without
first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or
any of the Holders are prevented by applicable law from exercising their
respective rights to accelerate the Maturity of the Notes, to collect interest
on the Notes, or to enforce or exercise any other right or remedy with respect
to the Notes, such Guarantor shall pay to the Trustee for the account of the
Holder, upon demand therefor, the amount that would otherwise have been due and
payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders.  If any Holder or the Trustee is required by
any court or otherwise to return to the Company or any Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to
either the Company or any Guarantor, any amount paid by any of them to the
Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent
theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as between
each Guarantor, on the one hand, and the Holders and the Trustee on the other
hand, (1) subject to this Article Twelve, the Maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Five hereof for the
purposes of the Guarantee of such Guarantor notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any acceleration of such
obligation as provided in Article Five hereof, such obligations (whether or not
due and payable) shall  103


forthwith become due and
payable by each Guarantor for the purpose of the Guarantee of such Guarantor.  Each Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against
the Company for liquidation, reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the
Companys assets, and shall, to the fullest extent permitted by law, continue
to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Notes are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on
the Notes, whether as a voidable preference, fraudulent transfer or
otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned. The form of
Notation of Guarantee to be executed on each Note by each Guarantor is attached
as Exhibit B hereto.  SECTION 1202.  Severability.  In case any provision of any Guarantee shall
be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby to the extent permitted by applicable law.  SECTION 1203.  Restricted Subsidiaries.  The Company shall cause any Restricted
Subsidiary required to guarantee payment of the Notes pursuant to the terms and
provisions of Section 1015 to (1) execute and deliver to the Trustee any
amendment or supplement to this Indenture in accordance with the provisions of
Article Nine of this Indenture pursuant to which such Restricted Subsidiary
shall guarantee all of the obligations on the Notes, whether for principal,
premium, if any, interest (including interest accruing after the filing of, or
which would have accrued but for the filing of, a petition by or against the
Company under any Bankruptcy Law, whether or not such interest is allowed as a
claim after such filing in any proceeding under such law) and other amounts due
in connection therewith (including any fees, expenses and indemnities), on an
unsecured senior basis and (2) deliver to such Trustee an Opinion of Counsel
reasonably satisfactory to such Trustee to the effect that such amendment or
supplement has been duly executed and delivered by such Restricted Subsidiary
and is in compliance with the terms of this Indenture.  Upon the execution of any such amendment or
supplement, the obligations of the Guarantors and any such Restricted
Subsidiary under their respective Guarantees shall become joint and several and
each reference to the Guarantor in this Indenture shall, subject to Section
1207, be deemed to refer to all Guarantors, including such Restricted
Subsidiary.  Such Guarantee shall be
released in accordance with Section 803 and Section 1208.  SECTION 1204.  Limitation of Guarantors Liability.  Each Guarantor and by its acceptance hereof
each Holder confirms that it is the intention of all such parties that the
guarantee by each such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law or the provisions of its local law relating to
fraudulent transfer or conveyance.  To
effectuate the foregoing intention, the  104


Holders and each such Guarantor
hereby irrevocably agree that the obligations of such Guarantor under its
Guarantee shall be limited to the maximum amount that will not, after giving
effect to all other contingent and fixed liabilities of such Guarantor and
after giving effect to any collections from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
its Guarantee or pursuant to this Section 1204, result in the obligations of
such Guarantor under its Guarantee constituting such fraudulent transfer or
conveyance.  SECTION 1205.  Contribution.  In order to provide for just and equitable
contribution among the Guarantors, the Guarantors agree, inter  se,
that in the event any payment or distribution is made by any Guarantor (a
Funding Guarantor) under a Guarantee, such Funding Guarantor shall be
entitled to a contribution from all other Guarantors in a pro  rata
amount based on the Adjusted Net Assets (as defined below) of each Guarantor
(including the Funding Guarantor) for all payments, damages and expenses
incurred by that Funding Guarantor in discharging the Companys obligations
with respect to the Notes or any other Guarantors obligations with respect to
the Guarantee of such Guarantor. 
Adjusted Net Assets of such Guarantor at any date shall mean the
lesser of (1) the amount by which the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including contingent
liabilities (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date), but excluding liabilities under the
Guarantee of such Guarantor at such date and (2) the amount by which the
present fair salable value of the assets of such Guarantor at such date exceeds
the amount that will be required to pay the probable liability of such
Guarantor on its debts (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), excluding debt in respect of the
Guarantee of such Guarantor, as they become absolute and matured.  SECTION 1206.  Subrogation.  Each Guarantor shall be subrogated to all
rights of Holders against the Company in respect of any amounts paid by any
Guarantor pursuant to the provisions of Section 1201; provided,
however, that, if an Event of Default has occurred and is
continuing, no Guarantor shall be entitled to enforce or receive any payments
arising out of, or based upon, such right of subrogation until all amounts then
due and payable by the Company under this Indenture or the Notes shall have
been paid in full.  SECTION 1207.  Reinstatement.  Each Guarantor hereby agrees (and each Person
who becomes a Guarantor shall agree) that the Guarantee provided for in Section
1201 shall continue to be effective or be reinstated, as the case may be, if at
any time, payment, or any part thereof, of any obligations or interest thereon
is rescinded or must otherwise be restored by a Holder to the Company upon the
bankruptcy or insolvency of the Company or any Guarantor.  SECTION 1208.  Release of a Guarantor.  Any
Guarantee by a Restricted Subsidiary of the Notes shall be automatically and
unconditionally released anddischargedupon:  (1)           (A)          any
sale, exchange or transfer (by merger or otherwise) of all of the Companys
Capital Stock in such Guarantor (including any sale, exchange or transfer
following which the applicable Guarantor is no longer a Restricted Subsidiary)
or all or substantially all the assets of such Guarantor, which sale, exchange
or transfer is made in compliance with the applicable provisions of this
Indenture;  105


(B)           the release or
discharge of the guarantee by such Restricted Subsidiary which resulted in the
creation of such Guarantee, except a discharge or release by or as a result of
payment under such guarantee;  (C)           if the Company
properly designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary; or  (D)          the Legal Defeasance
of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes
under Section 1303 hereof, or if the Companys obligations under the Indenture
are discharged in accordance with Section 401; and  (2)           such Guarantor has delivered to the
Trustee an Officers Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to such transaction have
been complied with.  SECTION 1209.  Benefits Acknowledged.  Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and from its guarantee and waivers pursuant to
its Guarantees under this Article Twelve.  ARTICLE THIRTEENLEGAL DEFEASANCE AND COVENANT DEFEASANCE  SECTION 1301.  Companys Option to Effect Legal
Defeasance or Covenant Defeasance. 
The Company may, at its option by Board Resolution, at any time, with
respect to the Notes, elect to have either Section 1302 or
Section 1303 be applied to all Outstanding Notes upon compliance with the conditions
set forth below in this Article Thirteen.  SECTION 1302.  Legal Defeasance and Discharge.  Upon the Companys exercise under
Section 1301 of the option applicable to this Section 1302, each of
the Company and the Guarantors shall be deemed to have been discharged from its
respective obligations with respect to all Outstanding Notes on the date the
conditions set forth in Section 1304 are satisfied (hereinafter, Legal
Defeasance).  For this purpose, such
Legal Defeasance means that each of the Company and the Guarantors shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Notes, which shall thereafter be deemed to be Outstanding only
for the purposes of Section 1305 and the other Sections of this Indenture
referred to in (1) and (2) below, and to have satisfied all its other
obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Outstanding Notes to
receive payments in respect of the principal of (and premium, if any, on) and
interest on such Notes when such payments are due, solely out of the trust
described in Section 1304, (2) the
Companys obligations with respect to such Notes under Sections 303, 304, 305,
1002 and 1003, (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, and the
obligations of each of the Company and the Guarantors in connection therewith
and (4) this  106


Article Thirteen.  Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with
respect to the Notes.  SECTION 1303.  Covenant Defeasance. Upon
the Companys exercise under Section 1301 of the option applicable to this
Section 1303, each of the Company and the Guarantors shall be released
from its respective obligations under any covenant contained in
Sections 801, 802 and in Sections 1005, 1006, 1007 and 1009 through
and including 1018 with respect to the Outstanding Notes on and after the date
the conditions set forth below are satisfied (hereinafter, Covenant
Defeasance), and the Notes shall thereafter be deemed not to be 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.  For this purpose, such
Covenant Defeasance means that, with respect to the Outstanding Notes, the
Company or any Guarantor, as applicable, 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
Sections 501(3), 501(4), 501(5), 501(6), 501(7) and 501(9) and, with respect
to only any Significant Subsidiary and not the Company, Section 501(8), but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby.  SECTION 1304.  Conditions to Legal Defeasance or Covenant
Defeasance.  The following shall be
the conditions to application of either Section 1302 or Section 1303
to the Outstanding Notes:  (1)           The Company shall irrevocablyhave deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of Section 608
who shall agree to comply with the provisions of this Article Thirteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
tothe benefit of the Holders of such Notes;
(A) cash in U.S. dollars, or (B) non-callable Government Securities, or (C) a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of (and premium, if any) and interest on the
Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of
such principal (and premium, if any, or, interest due on the Notes; providedthat the Trustee shall have been irrevocably
instructed to apply such cash or the proceeds of such Government Securities to
said payments with respect to the Notes. 
Before such a deposit, the Company may give to the Trustee, in
accordance with Section 1103 hereof, a notice of its election to redeem
all of the Outstanding Notes at a future date in accordance with Article Eleven
hereof, which notice shall be irrevocable. 
Such irrevocable redemption notice, if given, shall be given effect in
applying the foregoing;  107


(2)           in
the case of Legal Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that, subject to customary assumptions and exclusions,  (A)          the Company has received from, or
there has been published by, the United States Internal Revenue Service a
ruling, or  (B)           since
the issuance of the Notes, there has been a change in the applicable U.S.
Federal income tax law,  in either case to the effect that, and based thereon
such Opinion of Counsel in the United States shall confirm that, subject to
customary assumptions and exclusions, the Holders of the Outstanding Notes will
not recognize income, gain or loss for U.S. Federal income tax purposes as a
result of such Legal Defeasance and will be subject to U.S. Federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred;  (3)           in
the case of Covenant Defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States reasonably acceptable to the
Trustee confirming that, subject to customary assumptions and exclusions, the
Holders of the Outstanding Notes will not recognize income, gain or loss for
U.S. Federal income tax purposes as a result of such Covenant Defeasance and
will be subject to such 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;  (4)           no
Default or Event of Default (other than that resulting from borrowing funds to
be applied to make such deposit) shall have occurred and be continuing on the
date of such deposit;  (5)           such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Credit Facilities or any other
material agreement or instrument (other than this Indenture) to which, the
Company or any Guarantor is a party or by which the Company or any Guarantor is
bound;  (6)           the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that, as of the date of such opinion and subject to customary assumptions and
exclusions following the deposit, the trust funds will not be subject to the
effect of any applicable Bankruptcy Law affecting creditors rights generally
under any applicable U.S. Federal or state law, and that the Trustee has a
perfected security interest in such trust funds for the ratable benefit of the
Holders of the Outstanding Notes;  (7)           the Company shall have delivered to the Trustee an Officers Certificate stating
that the deposit was not made by the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or any Guarantor
or others; and  (8)           the Company shall have delivered to the Trustee an Officers Certificate and an
Opinion of Counsel in the United States (which Opinion of Counsel may be
subject  108


to customary assumptions and exclusions) each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance, as the case may be, have been complied with.  SECTION 1305.  Deposited Money and Government Securities
to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 1003, all cash and Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1305, the Qualifying Trustee)
pursuant to Section 1304 in respect of the Outstanding Notes shall be held
in trust and applied by the Qualifying Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Qualifying Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money or Government Securities need not be
segregated from other funds except to the extent required by law.  The Company shall pay and indemnify the
Qualifying Trustee against any tax, fee or other charge imposed on or assessed
against the Government Securities deposited pursuant to Section 1304 or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
Outstanding Notes.  Anything in this Article Thirteen to the
contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or Government
Securities held by it as provided in Section 1304 which, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Qualifying Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in
accordance with this Article.  SECTION 1306.  Reinstatement.  If the Trustee or any Paying Agent is unable
to apply any money or Government Securities in accordance with
Section 1305 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Companys and each Guarantors obligations under this
Indenture and the Outstanding Notes shall be revived and reinstated as though
no deposit had occurred pursuant to Section 1302 or 1303, as the case may
be, until such time as the Trustee or Paying Agent is permitted to apply all
such money or Government Securities in accordance with Section 1305; provided, however, that if the Company
makes any payment of principal of (or premium, if any) or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.  109


IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed as of the day and year first above
written.   PANAMSAT
  CORPORATIONBy:
  /s/ James W.
  CuminaleName:
  James W.
  CuminaleTitle:
  Executive Vice
  President & General Counsel  110


PANAMSAT
  COMMUNICATIONS CARRIER SERVICES, INC.PANAMSAT
  COMMUNICATIONS JAPAN, INC.PANAMSAT
  COMMUNICATIONS SERVICES, INC.SOUTHERN
  SATELLITE CORP.ACCESSPAS,
  INC.PANAMSAT
  INTERNATIONAL HOLDINGS, LLCG2 SATELLITE
  SOLUTIONS CORP.SERVICE AND
  EQUIPMENT CORP.SOUTHERN
  SATELLITE LICENSEE CORP.PANAMSAT
  INDIA MARKETING, LLCPANAMSAT
  ASIA CARRIER SERVICES, INC.PANAMSAT
  CAPITAL CORPORATIONPANAMSAT
  CARRIER SERVICES, INC.PANAMSAT
  INDIA, INC.PAS
  INTERNATIONAL EMPLOYMENT, INC.PANAMSAT
  INTERNATIONAL SALES, INC.PAS
  INTERNATIONAL, LLCPANAMSAT
  INTERNATIONAL SYSTEMS MARKETING, LLCPANAMSAT
  LICENSEE CORP.USHI, LLCPANAMSAT INTERNATIONAL SYSTEMS, LLCPANAMSAT
  SATELLITE PAS 1R, INC.PANAMSAT
  SATELLITE PAS 6B, INC.PANAMSAT
  SATELLITE PAS 7, INC.PANAMSAT
  SATELLITE PAS 8, INC.PANAMSAT
  SATELLITE PAS 9, INC.PANAMSAT
  SATELLITE PAS 10, INC.PANAMSAT
  SATELLITE GALAXY 3C, INC.PANAMSAT
  SATELLITE GALAXY 4R, INC.PANAMSAT
  SATELLITE GALAXY 10R, INC.PANAMSAT
  SATELLITE GALAXY 11, INC.PANAMSAT
  SATELLITE GALAXY 12, INC.PANAMSAT
  SATELLITE GALAXY 13, INC.By:
  /s/ James W.
  CuminaleName:
  James W.
  CuminaleTitle:
  Executive Vice
  President & General Counsel   111


THE BANK OF NEW
  YORK,as TrusteeBy:
  /s/ Stacy B.
  PoindexterName:
  Stacy B.
  PoindexterTitle:
  Assistant Vice
  President  112


SCHEDULE I  Guarantors  PanAmSat Communications Carrier Services,
Inc. PanAmSat Communications Japan, Inc. PanAmSat Communications Services, Inc. Southern Satellite Corp. AccessPas, Inc. PanAmSat International Holdings, LLC G2 Satellite Solutions Corp. Service and Equipment Corp. Southern Satellite Licensee Corp. PanAmSat India Marketing, LLC PanAmSat Asia Carrier Services, Inc. PanAmSat Capital Corporation PanAmSat Carrier Services, Inc. PanAmSat India, Inc. PAS International Employment, Inc. PanAmSat International Sales, Inc. PAS International, LLC PanAmSat International Systems Marketing, LLC PanAmSat Licensee Corp. USHI, LLC PanAmSat International Systems, LLC PanAmSat Satellite PAS 1R, Inc. PanAmSat Satellite PAS 6B, Inc. PanAmSat Satellite PAS 7, Inc. PanAmSat Satellite PAS 8, Inc. PanAmSat Satellite PAS 9, Inc. PanAmSat Satellite PAS 10, Inc. PanAmSat Satellite Galaxy 3C, Inc. PanAmSat Satellite Galaxy 4R, Inc. PanAmSat Satellite Galaxy 10R, Inc. PanAmSat Satellite Galaxy 11, Inc. PanAmSat Satellite Galaxy 12, Inc. PanAmSat Satellite Galaxy 13, Inc.  113


Rule 144A/ Regulation S / IAI Appendix  PROVISIONS RELATING
TO INITIAL NOTES,
PRIVATE EXCHANGE NOTES
AND EXCHANGE NOTES  1.             Definitions  1.1           Definitions.  For the
purposes of this Appendix the following terms shall have the meanings indicated
below:  Applicable Procedures means,
with respect to any transfer or transaction involving a Temporary Regulation S
Global Note or beneficial interest therein, the rules and procedures of the
Depository for such a Temporary Regulation S Global Note, to the extent
applicable to such transaction and as in effect from time to time.  Definitive Note means a
certificated Initial Note or Exchange Note or Private Exchange Note bearing, if
required, the appropriate restricted notes legend set forth in Section 2.3(e).  Depository means The
Depository Trust Company, its nominees and their respective successors.  Distribution Compliance
Period, with respect to any Notes, means the period of 40 consecutive days
beginning on and including the later of (i) the day on which such Notes are
first offered to Persons other than distributors (as defined in Regulation S
under the Securities Act) in reliance on Regulation S and (ii) the issue date
with respect to such Notes.  Exchange Notes means (1) the 9% Senior Notes Due 2014
issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Notes, if any, issued pursuant to a registration
statement filed with the SEC under the Securities Act.  IAI
means an institutional accredited investor, as defined in
Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act.  Initial Notes means (1) $1,010,000,000 aggregate
principal amount of 9% Senior Notes Due 2014 issued on the Issue Date and (2) Additional Notes, if any, issued
in a transaction exempt from the registration requirements of the Securities
Act.  Initial Purchasers
means (1) with respect to the
Initial Notes issued on the Issue Date,Credit
Suisse First Boston LLC, Citigroup Global Markets Inc., Bear,
Stearns & Co. Inc., Lehman Brothers Inc., BNP Paribas Securities
Corp., Calyon Securities (USA) Inc., Greenwich Capital Markets, Inc., ING
Financial Markets LLC, Scotia Capital (USA) Inc., ABN AMRO Incorporated, BNY
Capital Markets, Inc. and SG Americas Securities, LLC, and (2) with respect to each issuance of Additional Notes, the
Persons purchasing such Additional Notes under the related Purchase Agreement.


Notes means the Initial
Notes, the Exchange Notes and the Private Exchange Notes, treated as a single
class.  Notes Custodian means the
custodian with respect to a Global Notes (as appointed by the Depository), or
any successor Person thereto and shall initially be the Trustee.  Private Exchange means the
offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each
Initial Purchaser, in exchange for the Initial Notes held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal
amount of Private Exchange Notes.  Private Exchange Notes means
any 9% Senior Notes Due 2014 issued in connection with a Private Exchange.  Purchase Agreement means (1) with respect to the Initial Notes
issued on the Issue Date, the Purchase Agreement dated July 30,
2004, among the Company, the Guarantors and the Representatives on behalf of
the Initial Purchasers, and
(2) with respect to each issuance of Additional Notes, the purchase
agreement or underwriting agreement among the Company, the Guarantors and the
Persons purchasing such Additional Notes.  QIB means a qualified
institutional buyer as defined in Rule 144A.  Registered Exchange Offer
means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial
Notes, to issue and deliver to such Holders, in exchange for the Initial Notes,
a like aggregate principal amount of Exchange Notes registered under the
Securities Act.  Registration Rights Agreement
means (1) with respect to the
Initial Notes issued on the Issue Date, the Exchange and Registration
Rights Agreement dated August 20, 2004, among the Company, the Guarantors
and the Representatives on behalf of the Initial Purchasers and (2) with respect to each issuance of
Additional Notes issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any,
among the Company and the Persons purchasing such Additional Notes under the
related Purchase Agreement.  Representatives
means Credit Suisse First Boston LLC and Citigroup Global Markets Inc., as
representatives of the Initial Purchasers.  Rule
144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.  Securities Act means the
Securities Act of 1933.  Shelf Registration Statement
means the registration statement issued by the Company in connection with the
offer and sale of Initial Notes or Private Exchange Notes pursuant to a Registration Rights Agreement.  Transfer Restricted Notes
means Notes that bear or are required to bear the legend relating to
restrictions on transfer relating to the Securities Act set forth in
Section 2.3(e) hereto.  2


1.2           Other Definitions.  Term
  
  Defined in Section:Agent Members
  
  2.1(b)Global Notes
  
  2.1(a)IAI Global Note
  
  2.1(a)Permanent Regulation S Global Note
  
  2.1(a)Regulation S
  
  2.1(a)Regulation S Global Note
  
  2.1(a)Rule 144A
  
  2.1(a)Rule 144A Global Note
  
  2.1(a)Temporary Regulation S Global Note
  
  2.1(a)  2.             The Notes.  2.1           (a)  Form and Dating.  The Initial Notes will be offered and sold by
the Company pursuant to a Purchase Agreement. 
The Initial Notes will be resold initially only to (i) QIBs in reliance
on Rule 144A under the Securities Act (Rule 144A) and (ii) Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the
Securities Act (Regulation S).  Initial
Notes may thereafter be transferred to, among others, QIBs, IAIs and purchasers
in reliance on Regulation S, subject to the restrictions on transfer set forth
herein.  Initial Notes initially resold
pursuant to Rule 144A shall be issued initially in the form of one or more
permanent global Notes in definitive, fully registered form (collectively, the
Rule 144A Global Note); Initial Notes initially resold to IAIs shall be
issued initially in the form of one or more permanent global Notes in
definitive, fully registered form (collectively, the IAI Global Note); and
Initial Notes initially resold pursuant to Regulation S shall be issued
initially in the form of one or more temporary global notes in fully registered
form (collectively, the Temporary Regulation S Global Note), in each case
without interest coupons and with the global notes legend and the applicable
restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited
on behalf of the purchasers of the Initial Notes represented thereby with the
Notes Custodian and registered in the name of the Depository or a nominee of
the Depository, duly executed by the Company and authenticated by the Trustee as
provided in this Indenture.  Except as
set forth in this Section 2.1(a), beneficial ownership interests in the
Temporary Regulation S Global Note will not be exchangeable for interests in
the Rule 144A Global Note, the IAI Global Note, a permanent global note (the
Permanent Regulation S Global Note, and together with the Temporary
Regulation S Global Note, the Regulation S Global Note) or any other Note
prior to the expiration of the Distribution Compliance Period and then, after
the expiration of the Distribution Compliance Period, may be exchanged for
interests in a Rule 144A Global Note, an IAI Global Note or the Permanent
Regulation S Global Note only upon certification in form reasonably
satisfactory to the Trustee that (i) beneficial ownership interests in such
Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S.
persons who purchased such interests in a transaction that did  3


not require registration under
the Securities Act and (ii) in the case of an exchange for an IAI Global Note,
certification that the interest in the Temporary Regulation S Global Note is
being transferred to an institutional accredited investor under the
Securities Act that is an institutional accredited investor acquiring the notes
for its own account or for the account of an institutional accredited investor.  Beneficial interests in
Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for
interests in Rule 144A Global Notes if (1) such exchange occurs in
connection with a transfer of Notes in compliance with Rule 144A and
(2) the transferor of the beneficial interest in the Temporary Regulation
S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee
a written certificate (in a form satisfactory to the Trustee) to the effect
that the beneficial interest in the Temporary Regulation S Global Note or the
IAI Global Note, as applicable, is being transferred to a Person (a) who the
transferor reasonably believes to be a QIB, (b) purchasing for its own
account or the account of a QIB in a transaction meeting the requirements of
Rule 144A, and (c) in accordance with all applicable securities laws of the
States of the United States and other jurisdictions.  Beneficial interests in
Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged
for an interest in IAI Global Notes if (1) such exchange occurs in
connection with a transfer of the notes in compliance with an exemption under
the Securities Act and (2) the transferor of the Regulation S Global
Note or Rule 144A Global Note, as applicable, first delivers to the trustee a
written certificate (substantially in the form of Exhibit 2) to the effect that
(A) the Regulation S Global Note or Rule 144A Global Note, as applicable,
is being transferred (a) to an accredited investor within the meaning of
501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional
investor acquiring the notes for its own account or for the account of such an
institutional accredited investor, in each case in a minimum principal amount
of the notes 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 and (B) in accordance with all applicable securities laws of the
States of the United States and other jurisdictions.  Beneficial interests in a
Rule 144A Global Note or an IAI Global Note may be transferred to a Person
who takes delivery in the form of an interest in a Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance
Period, only if the transferor first delivers to the Trustee a written
certificate (in the form provided in the Indenture) to the effect that such transfer
is being made in accordance with Rule 903 or 904 of Regulation S or
Rule 144 (if applicable).  The Rule 144A Global Note, the
IAI Global Note, the Temporary Regulation S Global Note and the Permanent
Regulation S Global Note are collectively referred to herein as Global
Notes.  The aggregate principal amount
of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided.  (b)           Book-Entry
Provisions.  This
Section 2.1(b) shall apply only to a Global Note deposited with or on
behalf of the Depository.  4


The Company shall execute and
the Trustee shall, in accordance with this Section 2.1(b), authenticate
and deliver initially one or more Global Notes that (a) shall be
registered in the name of the Depository for such Global Note or Global Notes
or the nominee of such Depository and (b) shall be delivered by the
Trustee to such Depository or pursuant to such Depositorys instructions or
held by the Trustee as custodian for the Depository.  Members of, or participants in,
the Depository (Agent Members) shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depository or by the
Trustee as the custodian of the Depository or under such Global Note, and the
Company, the Trustee and any agent of the Company or the Trustee shall be
entitled to treat the Depository 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 Depository or
impair, as between the Depository and its Agent Members, the operation of
customary practices of such Depository governing the exercise of the rights of
a holder of a beneficial interest in any Global Note.  (c)           Definitive Notes.  Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be
entitled to receive physical delivery of Definitive Notes.  2.2           Authentication.  The Trustee shall authenticate and
deliver:  (1) on the Issue Date, an
aggregate principal amount of $1,010,000,000 million 9% Senior Notes Due 2014,
(2) any Additional Notes for an original issue in an aggregate principal amount
specified in the written order of the Company pursuant to Section 202 of the
Indenture and (3) Exchange Notes or Private Exchange Notes for issue only in a
Registered Exchange Offer or a Private Exchange, respectively, pursuant to a
Registration Rights Agreement, for a like principal amount of Initial Notes, in
each case upon a written order of the Company signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company.  Such order shall specify the
amount of the Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated and, in the case of any issuance of
Additional Notes pursuant to Section 313 of the Indenture, shall certify that
such issuance is in compliance with Section 1011 of the Indenture.  2.3           Transfer and Exchange.  (a)           Transfer and Exchange of Definitive
Notes.  When Definitive Notes are
presented to the Registrar with a request:  (x)to register the transfer of such
Definitive Notes; or  (y)to exchange such Definitive
Notes for an equal principal amount of Definitive Notes of other authorized
denominations,  the Registrar shall
register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange:  5


(i)            shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Registrar, duly executed by the Holder thereof or its
attorney duly authorized in writing; and  (ii)           if such Definitive Notes are required
to bear a restricted notes legend, they are being transferred or exchanged
pursuant to an effective registration statement under the Securities Act,
pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
accompanied by the following additional information and documents, as
applicable:  (A)          if such Definitive Notes are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect; or  (B)           if such Definitive Notes are being
transferred to the Company, a certification to that effect; or  (C)           if such Definitive Notes are being
transferred (x) pursuant to an exemption from registration in accordance with
Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in
reliance upon another exemption from the requirements of the Securities Act:
(i) a certification to that effect (in the form set forth on the reverse of the
Note) and (ii) if the Company so requests, an opinion of counsel or other
evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in the legend set forth in Section 2.3(e)(i).  (b)           Restrictions on Transfer of a
Definitive Note for a Beneficial Interest in a Global Note.  A Definitive Note may not be exchanged
for a beneficial interest in a Rule 144A Global Note, an IAI Global Note or a
Permanent Regulation S Global Note except upon satisfaction of the requirements
set forth below.  Upon receipt by the
Trustee of a Definitive Note, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Trustee, together with:  (i)            certification, in
the form set forth on the reverse of the Note, that such Definitive Note is
either (A) being transferred to a QIB in accordance with Rule 144A, (B) being
transferred to an IAI or (C) being transferred after expiration of the
Distribution Compliance Period by a Person who initially purchased such Note in
reliance on Regulation S to a buyer who elects to hold its interest in such
Note in the form of a beneficial interest in the Permanent Regulation S Global
Note; and  (ii)           written
instructions directing the Trustee to make, or to direct the Notes Custodian to
make, an adjustment on its books and records with respect to such Rule 144A
Global Note (in the case of a transfer pursuant to clause (b)(i)(A)), IAI
Global Note (in the case of a transfer pursuant to clause (b)(1)(B)) or
Permanent Regulation S Global Note (in the case of a transfer pursuant to
clause (b)(i)(B)) to reflect an  6


increase in
the aggregate principal amount of the Notes represented by the Rule 144A Global
Note, IAI Global Note or Permanent Regulation S Global Note, as applicable,
such instructions to contain information regarding the Depository account to be
credited with such increase,  then the Trustee
shall cancel such Definitive Note and cause, or direct the Notes Custodian to
cause, in accordance with the standing instructions and procedures existing
between the Depository and the Notes Custodian, the aggregate principal amount
of Notes represented by the Rule 144A Global Note, IAI Global Note or Permanent
Regulation S Global Note, as applicable, to be increased by the aggregate
principal amount of the Definitive Note to be exchanged and shall credit or
cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Note, IAI Global
Note or Permanent Regulation S Global Note, as applicable, equal to the
principal amount of the Definitive Note so canceled.  If no Rule 144A Global Notes, IAI Global
Notes or Permanent Regulation S Global Notes, as applicable, are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon
written order of the Company in the form of an Officers Certificate of the
Company, a new Rule 144A Global Note, IAI Global Note or Permanent Regulation S
Global Note, as applicable, in the appropriate principal amount.  (c)           Transfer and Exchange of Global
Notes.  (i)            The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor.  A transferor of a
beneficial interest in a Global Note shall deliver to the Registrar a written
order given in accordance with the Depositorys procedures containing
information regarding the participant account of the Depository to be credited
with a beneficial interest in the Global Note. 
The Registrar shall, in accordance with such instructions instruct the
Depository to credit to the account of the Person specified in such instructions
a beneficial interest in the Global Note and to debit the account of the Person
making the transfer the beneficial interest in the Global Note being
transferred.  (ii)           If the proposed
transfer is a transfer of a beneficial interest in one Global Note to a
beneficial interest in another Global Note, the Registrar shall reflect on its
books and records the date and an increase in the principal amount of the
Global Note to which such interest is being transferred in an amount equal to
the principal amount of the interest to be so transferred, and the Registrar
shall reflect on its books and records the date and a corresponding decrease in
the principal amount of the Global Note from which such interest is being
transferred.  (iii)          Notwithstanding any
other provisions of this Appendix (other than the provisions set forth in
Section 2.4), a Global Note may not be transferred as a whole except by
the Depository to a nominee of the Depository or by a nominee of the  7


Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository.  (iv)          In the event that
Global Note is exchanged for Definitive Notes to Section 2.4 of this Appendix,
prior to the consummation of a Registered Exchange Offer or the effectiveness
of a Shelf Registration Statement with respect to such Notes, such Notes may be
exchanged only in accordance with such procedures as are substantially
consistent with the provisions of this Section 2.3 (including the certification
requirements set forth on the reverse of the Initial Notes intended to ensure
that such transfers comply with Rule 144A, Regulation S or another applicable
exemption under the Securities Act, as the case may be) and such other
procedures as may from time to time be adopted by the Company.  (d)           Restrictions on Transfer of
Temporary Regulation S Global Notes. 
During the Distribution Compliance Period, beneficial ownership interests
in Temporary Regulation S Global Notes may only be sold, pledged or transferred
in accordance with the Applicable Procedures and only (i) to the Company,
(ii) in an offshore transaction in accordance with Regulation S (other
than a transaction resulting in an exchange for an interest in a Permanent
Regulation S Global Note), (iii) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any
applicable securities laws of any State of the United States.  (e)           Legend.  (i)            Except as permitted
by the following paragraphs (ii), (iii) and (iv), each Note certificate
evidencing the Global Notes (and all Notes issued in exchange therefor or in
substitution thereof), in the case of Notes offered otherwise than in reliance
on Regulation S shall bear a legend in substantially the following form:  THIS NOTE (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.  THE HOLDER OF THIS NOTE
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE  8


OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN ACCREDITED
INVESTOR WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE
SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER
OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.  Each certificate
evidencing a Note offered in reliance on Regulation S shall, in addition to the
foregoing, bear a legend in substantially the following form:  THIS NOTE (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE
SECURITIES LAWS.  TERMS USED ABOVE HAVE
THE  9


MEANINGS GIVEN TO THEM IN
REGULATION S UNDER THE SECURITIES ACT.  Each Definitive Note
shall also bear the following additional legend:  IN CONNECTION WITH ANY
TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.  (ii)           Upon any sale or
transfer of a Transfer Restricted Note (including any Transfer Restricted Note
represented by a Global Note) pursuant to Rule 144 under the Securities Act,
the Registrar shall permit the transferee thereof to exchange such Transfer
Restricted Note for a certificated Note that does not bear the legend set forth
above and rescind any restriction on the transfer of such Transfer Restricted
Note, if the transferor thereof certifies in writing to the Registrar that such
sale or transfer was made in reliance on Rule 144 (such certification to
be in the form set forth on the reverse of the Note).  (iii)          After a transfer of
any Initial Notes or Private Exchange Notes pursuant to and during the period
of the effectiveness of a Shelf Registration Statement with respect to such
Initial Notes or Private Exchange Notes, as the case may be, all requirements
pertaining to legends on such Initial Note or such Private Exchange Note will
cease to apply, the requirements requiring any such Initial Note or such
Private Exchange Note issued to certain Holders be issued in global form will
cease to apply, and a certificated Initial Note or Private Exchange Note or an
Initial Note or Private Exchange Note in global form, in each case without
restrictive transfer legends, will be available to the transferee of the Holder
of such Initial Notes or Private Exchange Notes upon exchange of such
transferring Holders certificated Initial Note or Private Exchange Note or
directions to transfer such Holders interest in the Global Note, as
applicable.  (iv)          Upon the
consummation of a Registered Exchange Offer with respect to the Initial Notes,
all requirements pertaining to such Initial Notes that Initial Notes issued to
certain Holders be issued in global form will still apply with respect to
Holders of such Initial Notes that do not exchange their Initial Notes, and
Exchange Notes in certificated or global form, in each case without the
restricted notes legend set forth in Exhibit 1 hereto will be available to
Holders that exchange such Initial Notes in such Registered Exchange Offer.  (v)           Upon the
consummation of a Private Exchange with respect to the Initial Notes, all
requirements pertaining to such Initial Notes that  10


Initial Notes
issued to certain Holders be issued in global form will still apply with
respect to Holders of such Initial Notes that do not exchange their Initial
Notes, and Private Exchange Notes in global form with the global notes legend
and the applicable restricted notes legend set forth in Exhibit 1 hereto
will be available to Holders that exchange such Initial Notes in such Private
Exchange.  (f)            Cancellation or Adjustment of
Global Note.  At such time as all
beneficial interests in a Global Note have either been exchanged for Definitive
Notes, redeemed, purchased or canceled, such Global Note shall be returned to
the Depository for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for certificated Notes,
redeemed, purchased or canceled, the principal amount of Notes represented by
such Global Note shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Notes Custodian for such Global
Note) with respect to such Global Note, by the Trustee or the Notes Custodian,
to reflect such reduction.  (g)           No Obligation of the Trustee.  (i)            The Trustee shall
have no responsibility or obligation to any beneficial owner of a Global Note,
a member of, or a participant in the Depository or other Person with respect to
the accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Notes or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depository) of any notice (including any
notice of redemption) or the payment of any amount, under or with respect to
such Notes.  All notices and
communications to be given to the Holders and all payments to be made to
Holders under the Notes shall be given or made only to or upon the order of the
registered Holders (which shall be the Depository or its nominee in the case of
a Global Note).  The rights of beneficial
owners in any Global Note shall be exercised only through the Depository
subject to the applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its members, participants and any beneficial owners.  (ii)           The Trustee shall
have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depository participants, members or
beneficial owners in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture, and
to  11


examine the
same to determine substantial compliance as to form with the express
requirements hereof.  2.4           Definitive Notes.  (a)           A Global Note deposited with the
Depository or with the Trustee as Notes Custodian for the Depository pursuant
to Section 2.1 shall be transferred to the beneficial owners thereof in
the form of Definitive Notes in an aggregate principal amount equal to the
principal amount of such Global Note, in exchange for such Global Note, only if
such transfer complies with Section 2.3 hereof and (i) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Note and the Depository fails to appoint a successor depository
or if at any time such Depository ceases to be a clearing agency registered
under the Exchange Act, in either case, and a successor depository is not
appointed by the Company within 90 days of such notice, or (ii) an
Event of Default has occurred and is continuing or (iii) the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of Definitive Notes under this Indenture.  (b)           Any Global Note that is transferable
to the beneficial owners thereof pursuant to this Section 2.4 shall be
surrendered by the Depository to the Trustee located at its principal corporate
trust office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of Definitive Notes of
authorized denominations.  Any portion of
a Global Note transferred pursuant to this Section 2.4 shall be executed,
authenticated and delivered only in denominations of $1,000 principal amount
and any integral multiple thereof and registered in such names as the
Depository shall direct.  Any Definitive
Note delivered in exchange for an interest in the Transfer Restricted Note
shall, except as otherwise provided by Section 2.3(e) hereof, bear the
applicable restricted notes legend and definitive notes legend set forth in
Exhibit 1 hereto.  (c)           Subject to the provisions of
Section 2.4(b) hereof, the registered Holder of a Global Note shall be
entitled to grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Indenture or the Notes.  (d)           In
the event of the occurrence of one of the events specified in
Section 2.4(a) hereof, the Company shall promptly make available to theTrustee a reasonable
supply of Definitive Notes in definitive, fully registered form without
interest coupons.  In the event that such
Definitive Notes are not issued, the Company expressly acknowledges, with
respect to the right of any Holder to pursue a remedy pursuant to this
Indenture, including pursuant to Section 507, the right of any beneficial owner
of Notes to pursue such remedy with respect to the portion of the Global Note
that represents such beneficial owners Notes as if such Definitive Notes had
been issued.  12


EXHIBIT 1 to Rule 144A / Regulation S / IAI Appendix   [FORM OF FACE OF INITIAL NOTE]  [Global Notes Legend]  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (DTC), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.  [[FOR REGULATION S GLOBAL NOTE
ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE
OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER
(AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE
WITH RULE 144A THEREUNDER.]  [Restricted Notes Legend for Notes offered
otherwise than in Reliance on Regulation S]  THIS NOTE (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND
THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.  THE HOLDER OF THIS NOTE AGREES
FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE


UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) TO AN ACCREDITED INVESTOR WITHIN
THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT
THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE
(THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS
IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.  [Restricted Notes Legend for Notes Offered in Reliance on Regulation S]  THIS NOTE (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS.  TERMS
USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES
ACT.  [Temporary Regulation S Global Note Legend]  EXCEPT AS SET FORTH BELOW,
BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE
WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S
GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED
HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL
THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (WITHIN THE
MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND
THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE
THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER  2


BY NON-U.S. PERSONS OR U.S.
PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT. 
DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD,
PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES
IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS
REFERRED TO ABOVE, IF THEN APPLICABLE.  AFTER THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL
NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE
NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S
GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE
IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO
BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A
PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND
(C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.  AFTER THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE
ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE
NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE
TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A
WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT
THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO AN ACCREDITED
INVESTOR WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE
SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND,
IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS
THAN $250,000, AN OPINION OF COUNSEL  3


ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.  BENEFICIAL INTERESTS IN A RULE
144A GLOBAL NOTE OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES
DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER
BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD,
ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN
THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS
BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144
(IF AVAILABLE).  [Definitive Notes Legend]  IN CONNECTION WITH ANY
TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.  4


No.
  $  9% Senior Notes Due 2014  PanAmSat Corporation, a
Delaware corporation, promises to pay to                    ,
or registered assigns, the principal sum of                   
Dollars on August 15, 2014.  Interest Payment Dates:  February 15 and August 15.  Record Dates:  February 1 and August 1.  Additional provisions of this
Note are set forth on the other side of this Note.  Dated: PANAMSAT CORPORATIONByName:Title:ByName:Title:  TRUSTEES CERTIFICATE OF AUTHENTICATIONTHE BANK OF NEW YORKas Trustee, certifies that this is one of
  the Notes referred to in the Indenture.ByAuthorized Signatory  5


[FORM OF REVERSE SIDE OF INITIAL NOTE]  9% Senior Note Due 2014  1.Principal
and Interest.  The Company will pay the principal of this
Note on August 15, 2014.  The Company promises to pay interest and
Special Interest, if any, on the principal amount of this Note on each Interest
Payment Date, as set forth below, at the rate of 9% per annum (subject to
adjustment as provided below).  Interest, and Special Interest, if any, will
be payable semi-annually (to the Holders of record of the Notes (or any
Predecessor Notes) at the close of business on February 1 or August 1
immediately preceding the Interest Payment Date) on each Interest Payment Date,
commencing February 15, 2005.  The Holder of this Note is entitled to the
benefits of the Exchange and Registration Rights Agreement, dated August 20,
2004, among the Company, the Guarantors and the Initial Purchasers named
therein (the Registration Rights Agreement).  Interest on this Note will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from August 20, 2004[; providedthat,
if there is no existing default in the payment of interest and if this Note is
authenticated between a Regular Record Date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such
Interest Payment Date].  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest
and Special Interest if any, on overdue principal and premium, if any, and
interest on overdue installments of interest, to the extent lawful, at a rate
per annum equal to the rate of interest applicable to the Notes.  2.Method
of Payment.  The Company will pay interest (except
defaulted interest) on the principal amount of the Notes on each February 15
and August 15 to the Persons who are Holders (as reflected in the Note Register
at the close of business on February 1 and August 1 immediately preceding the
Interest Payment Date), in each case, even if the Note is cancelled on
registration of transfer or registration of exchange after such Regular Record
Date; provided that, with respect
to the payment of principal, the Company will make payment to the Holder that
surrenders this Note to any Paying Agent on or after August 15, 2014.  The Company will pay principal (premium, if
any) and interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts.  However, the Company may pay principal
(premium, if any) and interest by its check payable in such money.  The Company may pay interest on the Notes
either  2


(a) by mailing a check for such
interest to a Holders registered address (as reflected in the Note Register)
or (b) by wire transfer to an account located in the United States maintained
by the payee.  If a payment date is a
date other than a Business Day at a place of payment, payment may be made at
that place on the next succeeding day that is a Business Day and no interest
shall accrue for the intervening period.  3.Paying
Agent and Note Registrar.  Initially, The Bank of New York, a New York banking
corporation (the Trustee) will act as Paying Agent and Note Registrar.  The Company may change any Paying Agent or
Note Registrar upon written notice thereto. 
The Company, any Subsidiary or any Affiliate of any of them may act as
Paying Agent, Note Registrar or co-registrar.  4.Indenture.  The Company issued the Notes under an
Indenture dated as of August 20, 2004 (the Indenture), among the Company, the
Guarantors and the Trustee.  Capitalized
terms herein are used as defined in the Indenture unless otherwise
indicated.  The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture shall control.  The Notes are unsecured senior obligations of
the Company.  The Indenture does not
limit the aggregate principal amount of the Notes.  5.Redemption.  Optional Redemption.  At any
time prior to August 15, 2009, the Company may redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holders registered address, at a redemption price
equal to 100% of the principal amount of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Special Interest, if any, to
the Redemption Date, subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date.  On and after August 15, 2009, the Company may redeem the Notes, in whole or in part, upon not
less than 30 nor more than 60 days prior notice by first class mail,
postage prepaid, with a copy to the Trustee, to each Holder of Notes to the
address of such Holder appearing in the Note Register at the Redemption Prices
(expressed as percentages of principal amount) set forth below, plus accrued
and unpaid interest thereon and Special Interest, if any, to the applicable Redemption
Date, subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant  3


Interest Payment Date, if
redeemed during the twelve-month period beginning on August 15 of each of
the years indicated below:  Year
  
  Percentage2009
  
  104.50%2010
  
  103.00%2011
  
  101.50%2012 and thereafter
  
  100.00%  In addition, prior toAugust
15, 2007, the Company may, at its option,
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price equal to109% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon and Special Interest, if any, to the applicable Redemption
Date, subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date, with the net cash
proceeds of one or more Equity Offerings of the Company or any direct or
indirect parent of the Company to the extent such net cash proceeds are
contributed to the Company; providedthat
at least 65% of the sum of the aggregate principal amount of Notes originally
issued under the Indenture remains outstanding immediately after the occurrence
of each such redemption; provided furtherthat
each such redemption occurs within 90 days of the date of closing of each
such Equity Offering.  6.Repurchase
upon a Change of Control and Asset Sales.  Upon the occurrence of (a) a Change of
Control, the Holders of the Notes will have the right to require that the
Company purchase such Holders outstanding Notes, in whole or in part, at a
purchase price of 101% of the principal amount thereof, plus accrued and unpaid
interest and Special Interest, if any, to the date of purchase and (b) Asset
Sales or receipt by the Company of any Event of Loss Proceeds, the Company may
be obligated to make offers to purchase Notes and Pari Passu Indebtedness with
a portion of the Net Proceeds of such Asset Sales or such Event of Loss
Proceeds at a redemption price of 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase.  7.Denominations;
Transfer; Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 principal amount and whole multiples of
$1,000.  A Holder may transfer or
exchange Notes in accordance with the Indenture.  The Note Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the
Indenture.  The Note Registrar need not
register the transfer or exchange of any Notes selected for redemption (except,
in the case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or any Notes for a period of 15 days before a selection of Notes to
be redeemed or 15 days before an interest payment date.  4


8.Persons
Deemed Owners.  A registered Holder may be treated as the
owner of a Note for all purposes.  9.Unclaimed
Money.  If money for the payment of principal
(premium, if any) or interest remains unclaimed for two years, the Trustee and
the Paying Agent will pay the money back to the Company at its written
request.  After that, Holders entitled to
the money must look to the Company for payment, unless an abandoned property
law designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.  10.Discharge
and Defeasance Prior to Redemption or Maturity.  If the Company irrevocably deposits, or
causes to be deposited, with the Trustee money or Government Securities
sufficient to pay the then outstanding principal of (premium, if any) and
accrued interest on the Notes (a) to Redemption or Maturity Date, the Company
will be discharged from its obligations under the Indenture and the Notes,
except in certain circumstances for certain covenants thereof, and (b) to the
Stated Maturity, the Company will be discharged from certain covenants set
forth in the Indenture.  11.Amendment;
Supplement; Waiver.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the Outstanding Notes, and
any existing Default or compliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Notes.  Without notice to or
the consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not adversely affect the rights of
any Holder.  12.Restrictive
Covenants.  The Indenture contains certain covenants,
including covenants with respect to the following matters: (i) Restricted
Payments; (ii) Incurrence of Indebtedness and Issuance of Disqualified Stock;
(iii) Liens; (iv) transactions with Affiliates; (v) dividend and other
payment restrictions affecting Restricted Subsidiaries; (vi) guarantees of
Indebtedness by Restricted Subsidiaries; (vii) Sale and Lease-Back
Transactions; (viii) merger and certain transfers of assets; (ix) purchase of
Notes upon a Change in Control; and (x) disposition of proceeds of Asset
Sales.  Within 120 days (or the successor
time period then in effect under the rules and regulations of the Exchange Act)
after the end of each fiscal year, the Company must report to the Trustee on
compliance with such limitations.  5


13.Successor
Persons.  When a successor Person or other entity
assumes all the obligations of its predecessor under the Notes and the
Indenture, the predecessor Person will be released from those obligations.  14.Remedies
for Events of Default.  If an Event of Default, as defined in the
Indenture, occurs and is continuing, the Trustee or the Holders of at least 30%
in principal amount of the Outstanding Notes may declare all the Notes to be
immediately due and payable.  If a
bankruptcy or insolvency default with respect to the Company or any of its
Significant Subsidiaries occurs and is continuing, the Notes automatically
become immediately due and payable. 
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any rights or powers under the
Indenture at the request or direction of any of the Holders of the Notes unless
such Holders have offered to the Trustee reasonable indemnity or security
against any loss, liability or expense. 
Subject to certain restrictions, the Holders of a majority in principal
amount of the outstanding Notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow
any direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder of a Note or
that would involve the Trustee in personal liability.  15.Guarantees.  The Companys obligations under the Notes are
fully, irrevocably and unconditionally guaranteed on an unsecured senior basis,
to the extent set forth in the Indenture, by each of the Guarantors.  16.Trustee
Dealings with Company.  The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may make loans to, accept deposits from, perform services for, and otherwise
deal with, the Company and its Affiliates as if it were not the Trustee.  17.Authentication.  This Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this Note.  6


18.Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).  19.CUSIP
Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.  20.Holders
Compliance with the Registration Rights Agreement.  Each Holder of a Note, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.  21.Governing
Law.  THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.  The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture.  Requests may be made to PanAmSat Corporation,
20 Westport Road, Wilton, Connecticut  06897,
Attention: General Counsel.  Capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the Indenture.  7


ASSIGNMENT FORM  To assign this Note,
fill in the form below:  I or we assign and
transfer this Note to  (Print or type
assignees name, address and zip code)  (Insert assignees
soc. sec. or tax I.D. No.)  and irrevocably
appoint                                            agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.  Date:
  
  Your Signature:  Sign exactly as your
name appears on the other side of this Note.  In connection with
any transfer of any of the Notes evidenced by this certificate occurring prior
to the expiration of the period referred to in Rule 144(k) under the
Securities Act after the later of the date of original issuance of such
Notes and the last date, if any, on which such Notes were owned by the Company
or any Affiliate of the Company, the undersigned confirms that such Notes are
being transferred in accordance with its terms:  CHECK ONE BOX BELOW  oto the Company; or  (1)opursuant
to an effective registration statement under the Securities Act of 1933; or  (2)oinside
the United States to a qualified institutional buyer (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is
given that such transfer is being made in reliance on Rule 144A, in each case
pursuant to and in compliance with Rule 144A under the Securities Act of
1933; or  (3)ooutside
the United States in an offshore transaction within the meaning of Regulation S
under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933; or  (4)opursuant
to the exemption from registration provided by Rule 144 under the Securities
Act of 1933; or


(5)oto
an institutional accredited investor (as defined in Rule 501(a)(1),(2),(3) or
(7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements relating to the
transfer of this Note (the form of which can be obtained from the Trustee) and,
if such transfer is in respect of an aggregate principal amount of notes less
than $250,000, an opinion of counsel acceptable to the Company that such
transfer is in compliance with the Securities Act.  Unless one of
the boxes is checked, the Trustee will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4) is
checked, the Trustee shall be entitled to require, prior to registering any
such transfer of the Notes, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such
as the exemption provided by Rule 144 under such Act.  SignatureSignature
  Guarantee:Signature
  must be guaranteed
  Signature  Signatures must be
guaranteed by an eligible guarantor institution meeting the requirements of
the Notes Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (STAMP) or such other signature
guarantee program as may be determined by the Notes Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.  2


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS
CHECKED.  The undersigned represents and
warrants that it is purchasing this Note for its own account or an account with
respect to which it exercises sole investment discretion and that it and any
such account is a qualified institutional buyer within the meaning of
Rule 144A under the Securities Act of 1933, and is aware that the sale to
it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigneds foregoing representations in order to claim the exemption from
registration provided by Rule 144A.  Dated:Notice:  To
  be executed by an executive officer  3


[TO BE ATTACHED TO GLOBAL NOTES]  SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE  The following increases or decreases in this
Global Note have been made:   Date of
  Exchange
  
  Amount of decrease in
  Principal amount of this
  Global Note
  
  Amount of increase in
  Principal amount of this
  Global Note
  
  Principal amount of this
  Global Note following such
  decrease or increase)
  
  Signature of authorized
  officer of Trustee or Notes
  Custodian  4


OPTION OF HOLDER TO ELECT PURCHASE  If you want to elect to have
this Note purchased by the Company pursuant to Section 1017 or1018 of the
Indenture, check the box:o  o  If you
want to elect to have only part of this Note purchased by the Company pursuant
to Section 1017 or 1018 of
the Indenture, state the amount in principal amount:  $   Date:
  
  Your Signature:(Sign exactly as your name appears
  on the other side of this Note.)Signature Guarantee:(Signature must be
  guaranteed)   Signatures must be guaranteed by an eligible guarantor institution
meeting the requirements of the Notes Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program (STAMP)
or such other signature guarantee program as may be determined by the Notes
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.  5


EXHIBIT 2 to Rule 144A / Regulation S /
IAI Appendix   Form of
Transferee Letter of Representation  PanAmSat Corporation 20 Westport Road Wilton,
Connecticut  06897  In care of
[          ]
[          ]
[          ]  Ladies and
Gentlemen:  This certificate is
delivered to request a transfer of $                 
principal amount of the 9% Senior Notes Due 2014 (the Notes) of PanAmSat
Corporation, a Delaware corporation (the Company).  Upon transfer, the
Notes would be registered in the name of the new beneficial owner as follows:  Name:Address:Taxpayer ID
  Number:  The undersigned
represents and warrants to you that:  1.We are an institutional accredited
investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act of 1933, as amended (the Securities Act)), purchasing for our own account
or for the account of such an institutional accredited investor at least
$250,000 principal amount of the Notes, and we are acquiring the Notes not with
a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act.  We have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we invest in or purchase securities similar to the Notes in the normal course
of our business.  We, and any accounts
for which we are acting, are each able to bear the economic risk of our or its
investment.  2.We understand that the Notes
have not been registered under the Securities Act and, unless so registered,
may not be sold except as permitted in the following sentence.  We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on


which the Company or any
affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the Resale Restriction Termination Date) only (i) to the Company,
(ii) in the United States to a person whom the seller reasonably believes is a
qualified institutional buyer in a transaction meeting the requirements of Rule
144A, (iii) to an institutional accredited investor within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an
institutional accredited investor purchasing for its own account or for the
account of an institutional accredited investor, in each case in a minimum
principal amount of the Notes of $250,000, (iv) outside the United States in a
transaction complying with the provisions of Rule 904 under the Securities Act,
(v) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 (if available) or (vi) pursuant to an effective
registration statement under the Securities Act, in each of cases (i) through
(vi) subject to any requirement of law that the disposition of our property or
the property of such investor account or accounts be at all times within our or
their control and in compliance with any applicable state securities laws.  The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the Notes
is proposed to be made pursuant to clause (iii) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the Trustee,
which shall provide, among other things, that the transferee is an
institutional accredited investor within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act and that it is acquiring such Notes
for investment purposes and not for distribution in violation of the Securities
Act.  Each purchaser acknowledges that
the Company and the Trustee reserve the right prior to the offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Notes pursuant
to clause (iii), (iv) or (v) above to require the delivery of an
opinion of counsel, certifications or other information satisfactory to the
Company and the Trustee.  TRANSFEREE:
  
  ,by:  2


EXHIBIT A  [FORM OF FACE OF EXCHANGE NOTE
OR PRIVATE EXCHANGE NOTE]*/**/   
 */ [If the Note is
to be issued in global form add the Global Notes Legend from Exhibit 1 to
Appendix A and the attachment from such Exhibit 1 captioned [TO BE ATTACHED TO
GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.  **/ [If the Note is a Private
Exchange Note issued in a Private Exchange to an Initial Purchaser holding an
unsold portion of its initial allotment, add the Restricted Notes Legend from
Exhibit 1 to Appendix A and replace the Assignment Form included in this
Exhibit A with the Assignment Form included in such Exhibit 1.]


No.
  $  9% Senior Notes Due 2014  PanAmSat Corporation, a
Delaware corporation, promises to pay to                  ,
or registered assigns, the principal sum of                 
Dollars on August 15, 2014.  Interest Payment Dates:  February 15 and August 15.  Record Dates:  February 1 and August 1.  Additional provisions of this
Note are set forth on the other side of this Note.  Dated:  PANAMSAT CORPORATIONByName:Title:ByName:Title:  TRUSTEES CERTIFICATE OF AUTHENTICATIONTHE BANK OF NEW YORKas Trustee, certifies that this is one of
  the Notes referred to in the Indenture.ByAuthorized Signatory  2


[FORM OF REVERSE SIDE OF EXCHANGE NOTE  OR PRIVATE EXCHANGE NOTE]  9% Senior Note Due 2014  1.Principal
and Interest.  The Company will pay the principal of this
Note on August 15, 2014.  The Company promises to pay interest and
Special Interest, if any, on the principal amount of this Note on each Interest
Payment Date, as set forth below, at the rate of 9% per annum (subject to
adjustment as provided below) except that interest accrued on this Note
pursuant to the fourth paragraph of this Section 1 for periods prior to the
applicable dates on which the Exchange Offer Registration Statement or Shelf
Registration Statement (as such terms are defined in the Registration Rights
Agreement referred to below) will accrue at the rate or rates borne by the
Notes from time to time during such periods.  Interest, and Special Interest, if any, will
be payable semi-annually (to the Holders of record of the Notes (or any Predecessor
Notes) at the close of business on February 1 or August 1 immediately preceding
the Interest Payment Date) on each Interest Payment Date, commencing February
15, 2005.  The Holder of this Note is entitled to the
benefits of the Exchange and Registration Rights Agreement, dated August 20,
2004, among the Company, the Guarantors and the Initial Purchasers named
therein (the Registration Rights Agreement).  Interest on this Note will accrue from the
most recent date to which interest has been paid on this Note or the Note
surrendered in exchange herefor or, if no interest has been paid, from August
20, 2004; providedthat, if there
is no existing default in the payment of interest and if this Note is
authenticated between a Regular Record Date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such
Interest Payment Date.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest
and Special Interest if any, on overdue principal and premium, if any, and
interest on overdue installments of interest, to the extent lawful, at a rate
per annum equal to the rate of interest applicable to the Notes.  2.Method
of Payment.  The Company will pay interest (except
defaulted interest) on the principal amount of the Notes on each February 15
and August 15 to the Persons who are Holders (as reflected in the Note Register
at the close of business on February 1 and August 1 immediately preceding the
Interest Payment Date), in each case, even if the Note is cancelled on
registration of transfer or registration of exchange after such Regular Record
Date; provided that, with respect
to the payment of principal, the Company will make  3


payment to the Holder that
surrenders this Note to any Paying Agent on or after August 15, 2014.  The Company will pay principal (premium, if
any) and interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts.  However, the Company may pay principal
(premium, if any) and interest by its check payable in such money.  The Company may pay interest on the Notes
either (a) by mailing a check for such interest to a Holders registered
address (as reflected in the Note Register) or (b) by wire transfer to an
account located in the United States maintained by the payee.  If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.  3.Paying
Agent and Note Registrar.  Initially, The Bank of New York, a New York
banking corporation (the Trustee) will act as Paying Agent and Note
Registrar.  The Company may change any
Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate
of any of them may act as Paying Agent, Note Registrar or co-registrar.  4.Indenture.  The Company issued the Notes under an
Indenture dated as of August 20, 2004 (the Indenture), among the Company, the
Guarantors and the Trustee.  Capitalized
terms herein are used as defined in the Indenture unless otherwise
indicated.  The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture shall control.  The Notes are unsecured senior obligations of
the Company.  The Indenture does not
limit the aggregate principal amount of the Notes.  5.Redemption.  Optional Redemption.  At any
time prior to August 15, 2009, the Company may redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class
mail to each Holders registered address, at a redemption price equal to 100%
of the principal amount of Notes redeemed plus the Applicable Premium as of,
and accrued and unpaid interest and Special Interest, if any, to the Redemption
Date, subject to the rights of Holders of Notes on the relevant record date to
receive interest due on the relevant interest payment date.  4


On and after August 15, 2009, the Company may redeem the Notes, in whole or in part, upon not
less than 30 nor more than 60 days prior notice by first class mail,
postage prepaid, with a copy to the Trustee, to each Holder of Notes to the
address of such Holder appearing in the Note Register at the Redemption Prices
(expressed as percentages of principal amount) set forth below, plus accrued
and unpaid interest thereon and Special Interest, if any, to the applicable
Redemption Date, subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date, if
redeemed during the twelve-month period beginning on August 15 of each of
the years indicated below:  Year
  
  Percentage2009
  
  104.50%2010
  
  103.00%2011
  
  101.50%2012 and thereafter
  
  100.00%  In addition, prior toAugust
15, 2007, the Company may, at its option,
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price equal to109% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon and Special Interest, if any, to the applicable Redemption
Date, subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date, with the net cash
proceeds of one or more Equity Offerings of the Company or any direct or
indirect parent of the Company to the extent such net cash proceeds are
contributed to the Company; providedthat
at least 65% of the sum of the aggregate principal amount of Notes originally
issued under the Indenture remains outstanding immediately after the occurrence
of each such redemption; provided furtherthat
each such redemption occurs within 90 days of the date of closing of each
such Equity Offering.  6.Repurchase
upon a Change of Control and Asset Sales.  Upon the occurrence of (a) a Change of
Control, the Holders of the Notes will have the right to require that the
Company purchase such Holders outstanding Notes, in whole or in part, at a
purchase price of 101% of the principal amount thereof, plus accrued and unpaid
interest and Special Interest, if any, to the date of purchase and (b) Asset
Sales or receipt by the Company of any Event of Loss Proceeds, the Company may
be obligated to make offers to purchase Notes and Pari Passu Indebtedness with
a portion of the Net Proceeds of such Asset Sales or such Event of Loss
Proceeds at a redemption price of 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase.  7.Denominations;
Transfer; Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 principal amount and whole multiples of
$1,000.  A Holder may transfer or  5


exchange Notes in accordance
with the Indenture.  The Note Registrar
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture.  The Note
Registrar need not register the transfer or exchange of any Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion
of the Note not to be redeemed) or any Notes for a period of 15 days before a
selection of Notes to be redeemed or 15 days before an interest payment date.  8.Persons
Deemed Owners.  A registered Holder may be treated as the
owner of a Note for all purposes.  9.Unclaimed
Money.  If money for the payment of principal
(premium, if any) or interest remains unclaimed for two years, the Trustee and
the Paying Agent will pay the money back to the Company at its written
request.  After that, Holders entitled to
the money must look to the Company for payment, unless an abandoned property
law designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.  10.Discharge
and Defeasance Prior to Redemption or Maturity.  If the Company irrevocably deposits, or
causes to be deposited, with the Trustee money or Government Securities
sufficient to pay the then outstanding principal of (premium, if any) and
accrued interest on the Notes (a) to Redemption or Maturity Date, the Company
will be discharged from its obligations under the Indenture and the Notes,
except in certain circumstances for certain covenants thereof, and (b) to the
Stated Maturity, the Company will be discharged from certain covenants set
forth in the Indenture.  11.Amendment;
Supplement; Waiver.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the Outstanding Notes, and
any existing Default or compliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Notes.  Without notice to or
the consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not adversely affect the rights of
any Holder.  12.Restrictive
Covenants.  The Indenture contains certain covenants,
including covenants with respect to the following matters: (i) Restricted
Payments; (ii) Incurrence of Indebtedness  6


and Issuance of Disqualified
Stock; (iii) Liens; (iv) transactions with Affiliates; (v) dividend and
other payment restrictions affecting Restricted Subsidiaries; (vi) guarantees
of Indebtedness by Restricted Subsidiaries; (vii) Sale and Lease-Back
Transactions; (viii) merger and certain transfers of assets; (ix) purchase of
Notes upon a Change in Control; and (x) disposition of proceeds of Asset
Sales.  Within 120 days (or the successor
time period then in effect under the rules and regulations of the Exchange Act)
after the end of each fiscal year, the Company must report to the Trustee on
compliance with such limitations.  13.Successor
Persons.  When a successor Person or other entity
assumes all the obligations of its predecessor under the Notes and the
Indenture, the predecessor Person will be released from those obligations.  14.Remedies
for Events of Default.  If an Event of Default, as defined in the
Indenture, occurs and is continuing, the Trustee or the Holders of at least 30%
in principal amount of the Outstanding Notes may declare all the Notes to be
immediately due and payable.  If a
bankruptcy or insolvency default with respect to the Company or any of its
Significant Subsidiaries occurs and is continuing, the Notes automatically
become immediately due and payable. 
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any rights or powers under the
Indenture at the request or direction of any of the Holders of the Notes unless
such Holders have offered to the Trustee reasonable indemnity or security
against any loss, liability or expense. 
Subject to certain restrictions, the Holders of a majority in principal
amount of the outstanding Notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow
any direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder of a Note or
that would involve the Trustee in personal liability.  15.Guarantees.  The Companys obligations under the Notes are
fully, irrevocably and unconditionally guaranteed on an unsecured senior basis,
to the extent set forth in the Indenture, by each of the Guarantors.  16.Trustee
Dealings with Company.  The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may make loans to, accept deposits from, perform services for, and otherwise
deal with, the Company and its Affiliates as if it were not the Trustee.  7


17.Authentication.  This Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this Note.  18.Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).  19.CUSIP
Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.  20.Holders
Compliance with the Registration Rights Agreement.  Each Holder of a Note, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.  21.Governing
Law.  THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.  The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to PanAmSat Corporation,
20 Westport Road, Wilton, Connecticut 06897, Attention: General Counsel.  Capitalized terms used herein but not defined
herein shall have the meanings given to such terms in the Indenture.  8


ASSIGNMENT FORM  To assign this Note,
fill in the form below:  I or we assign and
transfer this Note to  (Print or type
assignees name, address and zip code)  (Insert assignees
soc. sec. or tax I.D. No.)  and irrevocably
appoint                                 
agent to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.  Date:
  
  Your Signature:  Sign exactly as your
name appears on the other side of this Note.


OPTION OF HOLDER TO ELECT PURCHASE  If you want to elect to have
this Note purchased by the Company pursuant to Section 1017 or1018 of the
Indenture, check the box:o  o  If you
want to elect to have only part of this Note purchased by the Company pursuant
to Section 1017 or 1018 of
the Indenture, state the amount in principal amount:  $   Date:
  
  Your Signature:(Sign exactly as your name appears
  on the other side of this Note.)Signature Guarantee:(Signature must be
  guaranteed)  Signatures must be guaranteed by an eligible
guarantor institution meeting the requirements of the Notes Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (STAMP) or such other signature guarantee program as may
be determined by the Notes Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


EXHIBIT B  [FORM OF NOTATION OF
GUARANTEE]  For value received, each Guarantor (which
term includes any successor Person under the Indenture) has, jointly and
severally, unconditionally guaranteed, to the extent set forth in the Indenture
and subject to the provisions in the Indenture dated as of August 20, 2004 (the
Indenture) among PanAmSat Corporation (the Company), the Guarantors party
thereto and The Bank of New York, as trustee (the Trustee), (a) the due and
punctual payment of the principal of, premium and Special Interest, if any, and
interest on, the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal of and
interest on the Notes, if any, if lawful, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.  The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
12 of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Note Guarantee. 
Each Holder of a Note, by accepting the same, agrees to and shall be
bound by such provisions.  Capitalized terms used but not defined herein
have the meanings given to them in the Indenture.   [NAME OF GUARANTOR(S)]By:Name:Title:


EXHIBIT C  FORM
OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS  SUPPLEMENTAL INDENTURE (this Supplemental
Indenture), dated as of                                 ,
200   , among                                       
(the Guaranteeing Subsidiary), a subsidiary of PanAmSat Corporation (or its
permitted successor), a Delaware corporation (the Company), the Company, the
other Guarantors (as defined in the Indenture referred to herein) and The Bank
of New York, as trustee under the Indenture referred to below (the Trustee).  W I T N E S S E T H  WHEREAS, the Company has heretofore executed
and delivered to the Trustee an indenture (the Indenture), dated as of August
20, 2004 providing for the issuance of 9% Senior Notes Due 2014 (the Notes);  WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to
the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Companys Obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(the Guarantee); and  WHEREAS, pursuant to Section 901 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.  NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows:  1.CAPITALIZED
TERMS.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.  2.AGREEMENT
TO GUARANTEE.  The Guaranteeing
Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in the Note Guarantee and in the Indenture
including but not limited to Article 12 thereof.  4.NO
RECOURSE AGAINST OTHERS.  No past,
present or future director, officer, employee, incorporator, stockholder or
agent of the Guaranteeing Subsidiary, as such, shall have any liability for any
obligations of the Company or any Guaranteeing Subsidiary under the Notes, any
Note Guarantees, the Indenture or this Supplemental Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.  Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.  5.NEW
YORK LAW TO GOVERN.  THE INTERNAL LAW OF
THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS


SUPPLEMENTAL INDENTURE 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.  6.COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.  7.EFFECT
OF HEADINGS.  The Section headings herein
are for convenience only and shall not affect the construction hereof.  8.THE
TRUSTEE.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Company.  2


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and attested, all as of
the date first above written.  Dated: 
                          ,
20  [GUARANTEEING SUBSIDIARY]By:Name:Title:PANAMSAT CORPORATIONBy:Name:Title:[EXISTING GUARANTORS]By:Name:Title:THE BANK OF NEW YORK,as TrusteeBy:Authorized Signatory  3


INCUMBENCY CERTIFICATE  The undersigned,                      ,
being the                       
of                       
(the Company) does hereby certify that the individuals listed below are
qualified and acting officers of the Company as set forth in the right column
opposite their respective names and the signatures appearing in the extreme
right column opposite the name of each such officer is a true specimen of the
genuine signature of such officer and such individuals have the authority to
execute documents to be delivered to, or upon the request of, The Bank of New
York, as Trustee under the Indenture dated as of August 20, 2004, by and
between the Company and The Bank of New York. Name
  
  Title
  
  Signature  IN WITNESS WHEREOF, the undersigned has duly
executed and delivered this Certificate as of the         
day of              ,
20   .   Name:Title: