<PAGE>   1
                                                                     Exhibit 4.1

                            EMPLOYEE SOLUTIONS, INC.

                                       AND

                           THE GUARANTORS NAMED HEREIN

                                       AND

                          THE HUNTINGTON NATIONAL BANK

                                   AS TRUSTEE



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




                                    INDENTURE



                          Dated as of October 15, 1997



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



                                   $85,000,000


                            10% Senior Notes due 2004
<PAGE>   2
                              CROSS-REFERENCE TABLE


  TIA                                                 INDENTURE
SECTION                                                      SECTION
-------                                                      -------
310(a)(1)......................................................  7.10
   (a)(2)......................................................  7.10
   (a)(3)......................................................  N.A.
   (a)(4)......................................................  N.A.
   (a)(5)......................................................  7.10
   (b)   ......................................................  7.8;
         ......................................................  7.10;
        .......................................................13.2
   (c)   ......................................................  N.A.
311(a)   ......................................................  7.11
   (b)   ......................................................  7.11
   (c)   ......................................................  N.A.
312(a)   ......................................................  2.5
   (b)   ......................................................  13.3
   (c)   ......................................................  13.3
313(a)   ......................................................  7.6
   (b)(1)......................................................  N.A.
   (b)(2)......................................................  7.6
   (c)   ......................................................  7.6;
         ......................................................  13.2
   (d)   ......................................................  7.6
314(a)   ......................................................  4.7;
         ......................................................  4.6
      (b)  ....................................................  N.A.
   (c)(1)......................................................  2.2;
         ......................................................  7.2;
         ......................................................  13.4
   (c)(2)......................................................  7.2;
         ......................................................  13.4
   (c)(3)......................................................  N.A
   (d)  .......................................................N.A
   (e)   ......................................................  13.5
   (f)   ......................................................  N.A.
315(a)   ......................................................  7.1(b)
   (b)   ......................................................  7.5;
         ......................................................  7.6;
         ......................................................  13.2
   (c)   ......................................................  7.1(a)


                                       i
<PAGE>   3
  TIA                                                 INDENTURE
SECTION                                                      SECTION
-------                                                      -------
   (d)   ......................................................  7.2;
         ......................................................  6.11;
         ......................................................  7.1(c)
   (e)   ......................................................  6.14
316(a)(last sentence)..........................................  2.9
   (a)(1)(A)   ................................................  6.11
   (a)(1)(B) ..................................................  6.12
   (a)(2)......................................................  N.A.
   (b)   ......................................................  6.12;
         ......................................................  6.8
317(a)(1)......................................................  6.3
   (a)(2)......................................................  6.4
   (b)  .......................................................2.4
318(a)   ......................................................  13.1



N.A. means Not Applicable

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


                                       ii
<PAGE>   4
                            TABLE OF CONTENTS

                                                                     PAGE
                                                                     ----
                                ARTICLE I

                DEFINITIONS AND INCORPORATION BY REFERENCE............  1
Section 1.1  Definitions..............................................  1
Section 1.2  Incorporation by Reference of TIA........................ 16
Section 1.3  Rules of Construction.................................... 17

                               ARTICLE II

                              THE SECURITIES.......................... 18
Section 2.1  Form and Dating.......................................... 18
Section 2.2  Execution and Authentication............................. 18
Section 2.3  Registrar and Paying Agent............................... 19
Section 2.4  Paying Agent to Hold Assets in Trust..................... 19
Section 2.5  Securityholder Lists..................................... 20
Section 2.6  Transfer and Exchange.................................... 20
Section 2.7  Replacement Securities................................... 26
Section 2.8  Outstanding Securities................................... 26
Section 2.9  Treasury Securities...................................... 27
Section 2.10 Temporary Securities..................................... 27
Section 2.11 Cancellation............................................. 27
Section 2.12 Defaulted Interest....................................... 28
Section 2.13 CUSIP Numbers............................................ 28

                               ARTICLE III

                                REDEMPTION............................ 28
Section 3.1  Right of Redemption...................................... 28
Section 3.2  Notices to Trustee....................................... 28
Section 3.3  Selection of Securities to Be Redeemed................... 29
Section 3.4  Notice of Redemption..................................... 29
Section 3.5  Effect of Notice of Redemption........................... 30
Section 3.6  Deposit of Redemption Price.............................. 31
Section 3.7  Securities Redeemed in Part.............................. 31

                               ARTICLE IV

                                 COVENANTS............................ 31
Section 4.1  Payment of Securities.................................... 31


                                       i
<PAGE>   5
                                                                     PAGE
                                                                     ----
Section 4.2  Maintenance of Office or Agency.......................... 32
Section 4.3  Limitation on Restricted Payments........................ 32
Section 4.4  Corporate Existence...................................... 33
Section 4.5  Payment of Taxes and Other Claims........................ 33
Section 4.6  Compliance Certificate; Notice of Default................ 34
Section 4.7  Reports.................................................. 34
Section 4.8  Waiver of Stay, Extension or Usury Laws.................. 35
Section 4.9  Limitation on Transactions with Affiliates............... 35
Section 4.10 Limitation on Incurrence of Additional Indebtedness and
             Disqualified Capital Stock............................... 36
Section 4.11 Limitation on Dividends and Other Payment Restrictions
             Affecting Subsidiaries................................... 36
Section 4.12 Limitation on Liens Securing Indebtedness................ 37
Section 4.13 Limitation on Sale of Assets and Subsidiary Stock........ 37
Section 4.14 Limitation on Lines of Business.......................... 41
Section 4.15 Limitation on Status as Investment Company............... 41
Section 4.16 Future Subsidiary Guarantors............................. 41
Section 4.17 Payment for Consent...................................... 41
Section 4.18 Limitation on Sale and Leaseback Transactions............ 42
Section 4.19 Limitations with respect to Subsidiaries that are not
             Guarantors............................................... 42

                                ARTICLE V

                           SUCCESSOR CORPORATION...................... 42
Section 5.1  Limitation on Merger, Sale or Consolidation.............. 42
Section 5.2  Successor Corporation Substituted........................ 43

                               ARTICLE VI

                      EVENTS OF DEFAULT AND REMEDIES.................. 43
Section 6.1  Events of Default........................................ 43
Section 6.2  Acceleration of Maturity Date; Rescission and Annulment.. 45
Section 6.3  Collection of Indebtedness and Suits for Enforcement by
             Trustee.................................................. 47
Section 6.4  Trustee May File Proofs of Claim......................... 47
Section 6.5  Trustee May Enforce Claims Without Possession of
             Securities............................................... 48
Section 6.6  Priorities............................................... 48
Section 6.7  Limitation on Suits...................................... 49
Section 6.8  Unconditional Right of Holders to Receive Principal,
             Premium and Interest..................................... 49
Section 6.9  Rights and Remedies Cumulative........................... 50
Section 6.10 Delay or Omission Not Waiver............................. 50
Section 6.11 Control by Holders....................................... 50
Section 6.12 Waiver of Past Default................................... 51
Section 6.13 Undertaking for Costs.................................... 51


                                       ii
<PAGE>   6
                                                                     PAGE
                                                                     ----
Section 6.14 Restoration of Rights and Remedies....................... 51

                               ARTICLE VII

                                  TRUSTEE............................. 52
Section 7.1  Duties of Trustee........................................ 52
Section 7.2  Rights of Trustee........................................ 53
Section 7.3  Individual Rights of Trustee............................. 54
Section 7.4  Trustee's Disclaimer..................................... 54
Section 7.5  Notice of Default........................................ 54
Section 7.6  Reports by Trustee to Holders............................ 55
Section 7.7  Compensation and Indemnity............................... 55
Section 7.8  Replacement of Trustee................................... 56
Section 7.9  Successor Trustee by Merger, Etc......................... 57
Section 7.10 Eligibility; Disqualification............................ 57
Section 7.11 Preferential Collection of Claims against Company........ 57

                              ARTICLE VIII

                 LEGAL DEFEASANCE AND COVENANT DEFEASANCE............. 57
Section 8.1  Option to Effect Legal Defeasance or Covenant Defeasance. 57
Section 8.2  Legal Defeasance and Discharge........................... 58
Section 8.3  Covenant Defeasance...................................... 58
Section 8.4  Conditions to Legal or Covenant Defeasance............... 59
Section 8.5  Deposited Cash and U.S. Government Obligations to Be Held
             in Trust; Other Miscellaneous Provisions................. 60
Section 8.6  Repayment to Company..................................... 60
Section 8.7  Reinstatement............................................ 61

                               ARTICLE IX

                    AMENDMENTS, SUPPLEMENTS AND WAIVERS............... 61
Section 9.1  Supplemental Indentures Without Consent of Holders....... 61
Section 9.2  Amendments, Supplemental Indentures and Waivers with
             Consent of Holders....................................... 62
Section 9.3  Compliance with TIA...................................... 64
Section 9.4  Revocation and Effect of Consents........................ 64
Section 9.5  Notation on or Exchange of Securities.................... 65
Section 9.6  Trustee to Sign Amendments, Etc.......................... 65

                                ARTICLE X

                        RIGHT TO REQUIRE REPURCHASE................... 65


                                      iii
<PAGE>   7
                                                                      PAGE
                                                                      ----
Section 10.1  Repurchase of Securities at Option of the Holder upon
              Change of Control........................................ 65

                                 ARTICLE XI

                                 GUARANTEES............................ 68
Section 11.1  Guarantees............................................... 68
Section 11.2  Execution and Delivery of Guarantee...................... 69
Section 11.3  Certain Bankruptcy Events................................ 70
Section 11.4  Limitation on Merger, Consolidation, Etc. of Guarantors.. 70
Section 11.5  Future Guarantors........................................ 71

                                 ARTICLE XII

                                MISCELLANEOUS.......................... 71
Section 12.1  TIA Controls............................................. 71
Section 12.2  Notices.................................................. 71
Section 12.3  Communications by Holders with Other Holders............. 72
Section 12.4  Certificate and Opinion as to Conditions Precedent....... 72
Section 12.5  Statements Required in Certificate or Opinion............ 73
Section 12.6  Rules by Trustee, Paying Agent, Registrar................ 73
Section 12.7  Legal Holidays........................................... 73
Section 12.8  Governing Law............................................ 73
Section 12.9  No Adverse Interpretation of Other Agreements............ 74
Section 12.10 No Recourse Against Others.............................. 74
Section 12.11 Successors.............................................. 74
Section 12.12 Duplicate Originals..................................... 74
Section 12.13 Severability............................................ 75
Section 12.14 Table of Contents, Headings, Etc........................ 75


                                       iv
<PAGE>   8
                                    EXHIBITS

            Exhibit A - Form of Security
            Exhibit B - Form of Guarantee


                                        v
<PAGE>   9
            INDENTURE, dated as of October 15, 1997, among Employee Solutions,
Inc., an Arizona corporation (the "Company"), the Guarantors referred to below
and The Huntington National Bank, as Trustee.

            Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Company's 10%
Senior Notes due 2004:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.1 Definitions.

            "Acceleration Notice" shall have the meaning specified in Section
6.2.

            "Acquired Indebtedness" means Indebtedness or Disqualified Capital
Stock of any person existing at the time such person becomes a Subsidiary of the
Company, including by designation, or is merged or consolidated into or with the
Company or one of its Subsidiaries.

            "Acquisition" means the purchase or other acquisition of any person
or all or substantially all the assets of any person by any other person, or the
acquisition of assets that constitute all or substantially all of an operating
unit or business, whether by purchase, merger, consolidation, or other transfer,
and whether or not for consideration.

            "Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the term "control" means the power to direct the
management and policies of a person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract,
or otherwise, provided, that, with respect to ownership interest in the Company
and its Subsidiaries a Beneficial Owner of 10% or more of the total voting power
normally entitled to vote in the election of directors, managers or trustees, as
applicable, shall for such purposes be deemed to constitute control.

            "Affiliate Transaction" shall have the meaning specified in Section
4.9.

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

            "Amended Credit Facility" means the credit facility dated October
21, 1997 by and among the Company and Banc One Arizona N.A., providing for an
aggregate $20 million revolving credit facility, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, as such credit agreement and/or related documents may be
amended, restated, supplemented, renewed, replaced or otherwise modified from
time to time whether or not with the same agent, trustee, representative lenders
or holders, and, subject to the proviso to the next succeeding sentence,
irrespective of any changes in the terms and conditions
<PAGE>   10
thereof. Without limiting the generality of the foregoing, the term "Amended
Credit Facility" shall include agreements in respect of Interest Swap and
Hedging Obligations with lenders party to the Amended Credit Facility and shall
also include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to the Amended Credit Facility and all
refundings, refinancings and replacements of the Amended Credit Facility,
including any agreement (i) extending the maturity of any Indebtedness incurred
thereunder or contemplated thereby, (ii) adding or deleting borrowers or
guarantors thereunder, so long as borrowers and issuers include one or more of
the Company and its Subsidiaries and their respective successors and assigns,
(iii) increasing the amount of Indebtedness incurred thereunder or available to
be borrowed thereunder, provided that on the date such Indebtedness is incurred
it would not be prohibited by paragraph (b) of the definition "Permitted
Indebtedness," or (iv) otherwise altering the terms and conditions thereof in a
manner not prohibited by the terms hereof.

            "Asset Sale" shall have the meaning specified in Section 4.13.

            "Asset Sale Offer" shall have the meaning specified in Section 4.13.

            "Asset Sale Offer Amount" shall have the meaning specified in
Section 4.13.

            "Asset Sale Offer Price" shall have the meaning specified in Section
4.13.

            "Attributable Value" means, as to any particular lease under which
any person is at the time liable other than a Capitalized Lease Obligation, and
at any date as of which the amount thereof is to be determined, the total net
amount of rent required to be paid by such person under such lease during the
remaining term thereof (whether or not such lease is terminable at the option of
the lessee prior to the end of such term), including any period for which such
lease has been, or may, at the option of the lessor, be extended, discounted
from the last date of such term to the date of determination at a rate per annum
equal to the discount rate which would be applicable to a Capitalized Lease
Obligation with a like term in accordance with GAAP. The net amount of rent
required to be paid under any lease for any such period shall be the aggregate
amount of rent payable by the lessee with respect to such period after excluding
amounts required to be paid on account of insurance, taxes, assessments,
utility, operating and labor costs and similar charges. "Attributable Value"
means, as to a Capitalized Lease Obligation under which any person is at the
time liable and at any date as of which the amount thereof is to be determined,
the discounted present value of the rental obligations of such person, as
lessee, required to be capitalized on the balance sheet of such person in
conformity with GAAP.

            "Average Life" means, as of the date of determination, with respect
to any security or instrument, the quotient obtained by dividing (i) the sum of
the products of (a) the number of years from the date of determination to the
date or dates of each successive scheduled principal (or redemption) payment of
such security or instrument and (b) the amount of each such respective principal
(or redemption) payment by (ii) the sum of all such principal (or redemption)
payments.


                                       2
<PAGE>   11
            "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal,
state or foreign law for the relief of debtors.

            "Beneficial Owner" or "beneficial owner" has the meaning attributed
to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue
Date), whether or not applicable, except that a "person" shall be deemed to have
"beneficial ownership" of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time.

            "Board of Directors" means, with respect to any person, the Board of
Directors of such person or any committee of the Board of Directors of such
person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such person.

            "Board Resolution" means, with respect to any person, a duly adopted
resolution of the Board of Directors of such person.

            "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

            "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

            "Capitalized Lease Obligation" means, as applied to any person, any
lease of any property (whether real, personal or mixed) of which the discounted
present value of the rental obligations of such person, as lessee, in conformity
with GAAP, is required to be capitalized on the balance sheet of such person.

            "Cash" or "cash" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public or private debts.

            "Cash Equivalent" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) or (ii) time deposits and
certificates of deposit and commercial paper issued by the parent corporation of
any domestic commercial bank of recognized standing having capital and surplus
in excess of $500 million and (iii) commercial paper issued by others rated at
least A-1 or the equivalent thereof by Standard & Poor's Corporation or at least
P-1 or the equivalent thereof by Moody's Investors Service, Inc., and in the
case of each of (i), (ii) and (iii) maturing within one year after the date of
acquisition.


                                       3
<PAGE>   12
            "Change of Control" means (i) any merger or consolidation of the
Company with or into any person or any sale, transfer or other conveyance,
whether direct or indirect, of all or substantially all of the assets of the
Company and its Subsidiaries, on a consolidated basis, in one transaction or a
series of related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) is or
becomes the "beneficial owner," directly or indirectly, of more than 50% of the
total voting power in the aggregate normally entitled to vote in the election of
directors, managers, or trustees, as applicable, of the transferee(s) or
surviving entity or entities, (ii) any "person" or "group" (as such terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or
not applicable) is or becomes the "beneficial owner," directly or indirectly, of
more than 50% of the total voting power in the aggregate of all classes of
Capital Stock of the Company then outstanding normally entitled to vote in
elections of directors, or (iii) during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board or whose nomination for election by
shareholders of the Company was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office.

            "Change of Control Offer" shall have the meaning specified in
Section 10.1.

            "Change of Control Purchase Date" shall have the meaning specified
in Section 10.1.

            "Change of Control Purchase Price" shall have the meaning specified
in Section 10.1.

            "Company" means Employee Solutions, Inc. until a successor replaces
it pursuant to the Indenture and thereafter means such successor.

            "Consolidated Coverage Ratio" of any person on any date of
determination (the "Transaction Date") means the ratio, on a pro forma basis, of
(a) the aggregate amount of Consolidated EBITDA of such person attributable to
continuing operations and businesses (exclusive of amounts attributable to
operations and businesses permanently discontinued or disposed of) for the
Reference Period to (b) the aggregate Consolidated Fixed Charges of such person
(exclusive of amounts attributable to operations and businesses permanently
discontinued or disposed of, but only to the extent that the obligations giving
rise to such Consolidated Fixed Charges would no longer be obligations
contributing to such person's Consolidated Fixed Charges subsequent to the
Transaction Date) during the Reference Period; provided, that for purposes of
such calculation, (i) Acquisitions which occurred during the Reference Period or
subsequent to the Reference Period and on or prior to the Transaction Date shall
be assumed to have occurred on the first day of the Reference Period, (ii)
transactions giving rise to the need to calculate the Consolidated Coverage
Ratio shall be assumed to have occurred on the first day of the Reference
Period, (iii) the incurrence of any Indebtedness or issuance of any Disqualified
Capital Stock during the Reference Period or 

                                       4
<PAGE>   13
subsequent to the Reference Period and on or prior to the Transaction Date (and
the application of the proceeds therefrom to the extent used to refinance or
retire other Indebtedness) shall be assumed to have occurred on the first day of
such Reference Period, and (iv) the Consolidated Fixed Charges of such person
attributable to interest on any Indebtedness or dividends on any Disqualified
Capital Stock bearing a floating interest (or dividend) rate shall be computed
on a pro forma basis as if the average rate in effect from the beginning of the
Reference Period to the Transaction Date had been the applicable rate for the
entire period, unless such person or any of its Subsidiaries is a party to an
Interest Swap or Hedging Obligation (which shall remain in effect for the
12-month period immediately following the Transaction Date) that has the effect
of fixing the interest rate on the date of computation, in which case such rate
(whether higher or lower) shall be used.

            "Consolidated EBITDA" means, with respect to any person, for any
period, the Consolidated Net Income of such person for such period adjusted to
add thereto (to the extent deducted from net revenues in determining
Consolidated Net Income), without duplication, the sum of (i) consolidated
income tax expense, (ii) consolidated depreciation and amortization expense,
provided that consolidated depreciation and amortization of a Subsidiary that is
a less than wholly owned Subsidiary shall only be added to the extent of the
equity interest of such person in such Subsidiary, (iii) other non-cash charges
of the Company and its Subsidiaries reducing Consolidated Net Income for such
period and (iv) Consolidated Fixed Charges.

            "Consolidated Fixed Charges" of any person means, for any period,
the aggregate amount (without duplication and determined in each case in
accordance with GAAP) of (a) interest expensed or capitalized, paid, accrued, or
scheduled to be paid or accrued (including, in accordance with the following
sentence, interest attributable to Capitalized Lease Obligations) of such person
and its Consolidated Subsidiaries during such period, including (i) original
issue discount and non-cash interest payments or accruals on any Indebtedness,
(ii) the interest portion of all deferred payment obligations, and (iii) all
commissions, discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings and currency and Interest Swap and
Hedging Obligations, in each case to the extent attributable to such period, and
(b) the amount of dividends accrued or payable (or guaranteed) by such person or
any of its Consolidated Subsidiaries in respect of preferred stock (other than
by Subsidiaries of such person to such person or such person's wholly owned
Subsidiaries). For purposes of this definition, interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined
in good faith by the Company 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 net income (or loss) of such person and its Consolidated
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for
such period, adjusted to exclude (only to the extent included in computing such
net income (or loss) and without duplication): (a) all gains (but not losses)
which are either extraordinary (as determined in accordance with GAAP) or
nonrecurring (including any gain from the sale or other disposition of assets
outside the ordinary course of business or from the issuance or sale of any
capital stock), (b) the net income, if positive, of any person, other than a


                                       5
<PAGE>   14
wholly owned Consolidated Subsidiary, in which such person or any of its
Consolidated Subsidiaries has an interest, except to the extent of the amount of
any dividends or distributions actually paid in cash to such person or a wholly
owned Consolidated Subsidiary of such person during such period, but in any case
not in excess of such person's pro rata share of such person's net income for
such period, (c) the net income or loss of any person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition, (d)
the net income, if positive, of any of such person's Consolidated Subsidiaries
to the extent that the declaration or payment of dividends or similar
distributions is not at the time permitted by operation of the terms of its
charter or bylaws or any other agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation (other than any insurance statute, rule
or governmental regulation restricting dividends or similar distributions by an
Insurance Subsidiary, including capital and liquidity requirements) applicable
to such Consolidated Subsidiary.

            "Consolidated Net Worth" of any person at any date means the
aggregate consolidated stockholders' equity of such person (plus amounts of
equity attributable to preferred stock) and its Consolidated Subsidiaries, as
would be shown on the consolidated balance sheet of such person prepared in
accordance with GAAP, adjusted to exclude (to the extent included in calculating
such equity), (a) the amount of any such stockholders' equity attributable to
Disqualified Capital Stock or treasury stock of such person and its Consolidated
Subsidiaries, (b) all upward revaluations and other write-ups in the book value
of any asset of such person or a Consolidated Subsidiary of such person
subsequent to the Issue Date, and (c) all investments in Subsidiaries that are
not Consolidated Subsidiaries and in persons that are not Subsidiaries.

            "Consolidated Subsidiary" means, for any person, each Subsidiary of
such person (whether now existing or hereafter created or acquired) the
financial statements of which are consolidated for financial statement reporting
purposes with the financial statements of such person in accordance with GAAP.

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

            "Debt Incurrence Ratio" shall have the meaning specified in Section
4.10.

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

            "Definitive Securities" means Securities that are in the form of the
Security attached hereto as Exhibit A that do not include the information called
for by footnotes 1 and 3 thereof.

            "Depository" means, with respect to the Securities issuable or
issued in whole or in part in global form, the person specified in Section 2.3
as the Depository with respect to the Securities, until a successor shall have
been appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depository" shall mean or include such successor.


                                       6
<PAGE>   15
            "Disqualified Capital Stock" means (i) except as set forth in (ii),
with respect to any person, any Equity Interest of such person that, by its
terms or by the terms of any security into which it is convertible, exercisable
or exchangeable, is, or upon the happening of an event or the passage of time
would be, required to be redeemed or repurchased (including at the option of the
holder thereof) by such person or any of its Subsidiaries, in whole or in part,
on or prior to the Stated Maturity of the Securities and (ii) with respect to
any Subsidiary of such person (including with respect to any Subsidiary of the
Company), any Equity Interest other than any common equity with no preference,
privileges, or redemption or repayment provisions.

            "Equity Interest" of any person means any shares, interests,
participations or other equivalents (however designated) in such person's
equity, and shall in any event include any Capital Stock issued by, or
partnership or membership interests in, such person.

            "Event of Default" shall have the meaning specified in Section 6.1.

            "Event of Loss" means, with respect to any property or asset, (i)
any loss, destruction or damage of such property or asset or (ii) any
condemnation, seizure or taking, by exercise of the power of eminent domain or
otherwise, of such property or asset, or confiscation or requisition of the use
of such property or asset.

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

            "Exchange Offer" means the offer by the Company and the Guarantors
to exchange the Series B Securities and Guarantees thereof for the Original
Securities and Guarantees thereof made pursuant to the Registration Rights
Agreement.

            "Exempted Affiliate Transaction" means (a) customary employee
compensation arrangements approved by a majority of independent (as to such
transactions) members of the Board of Directors of the Company, (b) dividends
permitted under Section 4.3 and payable, in form and amount, on a pro rata basis
to all holders of Common Stock of the Company, and (c) transactions solely
between the Company and any of its Subsidiaries or solely among Subsidiaries of
the Company.

            "GAAP" means United States generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States as in effect on the Issue Date.

            "Global Security" means a Security that contains the paragraph
referred to in footnote 1 and the additional schedule referred to in footnote 3
to the form of Security attached hereto as Exhibit A.


                                       7
<PAGE>   16
            "Guarantee" shall have the meaning provided in Section 11.1.

            "Guarantors" means (i) those entities named as Guarantors on the
signature page hereof and (ii) certain future Subsidiaries as described in
Section 4.16.

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

            "incur" shall have the meaning specified in Section 4.10.

            "Incurrence Date" shall have the meaning specified in Section 4.10.

            "Indebtedness" of any person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise (as set forth in subclauses
(i) through (vi)), of any such person, (i) in respect of borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such person
or only to a portion thereof), (ii) evidenced by bonds, notes, debentures or
similar instruments, (iii) representing the balance deferred and unpaid of the
purchase price of any property or services, except those incurred in the
ordinary course of its business that would constitute ordinarily a trade payable
or other accrued current liability that is not more than 90 days past their
original due date and except those for which cash is held in escrow pending
payment of such deferred and unpaid purchase price, (iv) evidenced by bankers'
acceptances or similar instruments issued or accepted by banks, (v) relating to
any Capitalized Lease Obligation, or (vi) evidenced by a letter of credit or a
reimbursement obligation of such person with respect to any letter of credit;
(b) all net obligations of such person under Interest Swap and Hedging
Obligations; (c) all liabilities and obligations of others of the kind described
in the preceding clause (a) or (b) that such person has guaranteed or that is
otherwise its legal liability or which are secured by any assets or property of
such person; and (d) any and all deferrals, renewals, extensions, refinancing
and refundings (whether direct or indirect) of, or amendments, modifications or
supplements to, any liability of the kind described in any of the preceding
clauses (a), (b) or (c), or this clause (d), whether or not between or among the
same parties; and (e) all Disqualified Capital Stock of such person (measured at
the greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends). Indebtedness shall not include obligations under
insurance policies or reinsurance contracts entered into in the ordinary course
of business. For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value to be determined in good faith by the
board of directors of the issuer (or managing general partner of the issuer) of
such Disqualified Capital Stock.

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


                                       8
<PAGE>   17
            "Initial Purchaser" means First Chicago Capital Markets, Inc.

            "Insurance Subsidiary" means a wholly owned Subsidiary of the
Company engaged principally in the ownership or issuance of insurance policies
that have not expired or the ownership or operation of any other similar assets
of an insurer or any interest therein.

            "Interest Payment Date" means the stated due date of an installment
of interest on the Securities.

            "Interest Swap and Hedging Obligation" means any obligation of any
person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement,
currency exchange agreement or any other agreement or arrangement designed to
protect against fluctuations in interest rates or currency values, including,
without limitation, any arrangement whereby, directly or indirectly, such person
is entitled to receive from time to time periodic payments calculated by
applying either a fixed or floating rate of interest on a stated notional amount
in exchange for periodic payments made by such person calculated by applying a
fixed or floating rate of interest on the same notional amount.

            "Investment" by any person in any other person means (without
duplication) (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such person (whether for cash, property, services, securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities, including any options or warrants, of
such other person; (b) the making by such person of any deposit with, or
advance, loan or other extension of credit to, such other person (including the
purchase of property from another person subject to an understanding or
agreement, contingent or otherwise, to resell such property to such other
person) or any commitment to make any such advance, loan or extension (but
excluding accounts receivable or deposits arising in the ordinary course of
business); (c) other than guarantees of Indebtedness of the Company or any
Guarantor to the extent permitted by Section 4.10, the entering into by such
person of any guarantee of, or other credit support or contingent obligation
with respect to, Indebtedness or other liability of such other person; and (d)
the making of any capital contribution by such person to such other person.
Investments shall exclude insurance premiums and other receivables in the
ordinary course of collection.

            "Issue Date" means the date of first issuance of the Securities
under the Indenture.

            "Legal Holiday" shall have the meaning provided in Section 12.7.

            "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

            "Liquidated Damages" shall have the meaning specified in the
Registration Rights Agreement.


                                       9
<PAGE>   18
            "Maturity Date," when used with respect to any Security, means the
date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at Stated Maturity, a Change of Control Purchase
Date, a purchase date with respect to an Asset Sale Offer or by declaration of
acceleration, call for redemption or otherwise.

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

            "Net Cash Proceeds" means the aggregate amount of Cash or Cash
Equivalents received by the Company in the case of a sale of Qualified Capital
Stock and by the Company and its Subsidiaries in respect of an Asset Sale plus,
in the case of an issuance of Qualified Capital Stock upon any exercise,
exchange or conversion of securities (including options, warrants, rights and
convertible or exchangeable debt) of the Company that were issued for cash on or
after the Issue Date, the amount of cash originally received by the Company upon
the issuance of such securities (including options, warrants, rights and
convertible or exchangeable debt) less, in each case, the sum of all payments,
fees, commissions and expenses (including, without limitation, the fees and
expenses of legal counsel and investment banking fees and expenses) incurred in
connection with such Asset Sale or sale of Qualified Capital Stock, and, in the
case of an Asset Sale only, less the amount (estimated reasonably and in good
faith by the Company) of income, franchise, sales and other applicable taxes
required to be paid by the Company or any of its respective Subsidiaries in
connection with such Asset Sale.

            "Offering Memorandum" means the Offering Memorandum of the Company
dated October 16, 1997 with respect to the Securities.

            "Officer" means, with respect to the Company, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller, or the Secretary or Assistant
Secretary.

            "Officers' Certificate" means, with respect to the Company or any
Guarantor, a certificate signed by two Officers of the Company or such Guarantor
and otherwise complying with the requirements of Sections 12.4 and 12.5.

            "Opinion of Counsel" means a written opinion from legal counsel to
the Company complying with the requirements of Sections 12.4 and 12.5. Unless
otherwise required by this Indenture, the counsel may be in-house counsel to the
Company.

            "Original Securities" means the 10% Senior Notes due 2004, as
amended and supplemented from time to time in accordance with the terms hereof,
that are issued pursuant to this Indenture.

            "Paying Agent" shall have the meaning specified in Section 2.3.

            "Permitted Indebtedness" means any of the following:


                                       10
<PAGE>   19
                  (a) the Company and the Guarantors may incur Indebtedness
evidenced by the Securities and represented by the Indenture up to the amounts
specified therein as of the date thereof;

                  (b) Indebtedness incurred pursuant to the Amended Credit
Facility (including any Indebtedness issued to refinance, refund or replace such
Indebtedness) provided that the aggregate principal amount of Indebtedness
outstanding at any time does not exceed $20.0 million, plus accrued interest,
and such additional amounts as may be deemed to be outstanding in the form of
Interest Swap and Hedging Obligations with lenders party to the Amended Credit
Facility, minus the amount of any such Indebtedness retired with Net Cash
Proceeds from any Asset Sale or assumed by a transferee in an Asset Sale;

                  (c) the Company and its Subsidiaries, as applicable, may incur
Refinancing Indebtedness with respect to any Indebtedness or Disqualified
Capital Stock, as applicable, described in clause (b) of this definition,
incurred under the Debt Incurrence Ratio test under Section 4.10 or which is
outstanding on the Issue Date so long as such Refinancing Indebtedness is
secured only by the assets that secured the Indebtedness so refinanced;

                  (d) the Company and its Subsidiaries may incur Indebtedness in
an aggregate amount outstanding at any time (including any Indebtedness issued
to refinance, replace, or refund such Indebtedness) of up to $2.0 million, minus
the amount of any such Indebtedness retired with Net Cash Proceeds from any
Asset Sale or assumed by a transferee in an Asset Sale;

                  (e) the Company may incur Indebtedness to any wholly owned
Subsidiary, and any wholly owned Subsidiary may incur Indebtedness to any other
wholly owned Subsidiary or to the Company; provided that, in the case of
Indebtedness of the Company (except Indebtedness to an Insurance Subsidiary),
such obligations shall be unsecured and subordinated in all respects to the
Company's obligations pursuant to the Securities and the date of any event that
causes a Subsidiary to no longer be a wholly owned Subsidiary shall be an
Incurrence Date;

                  (f) Indebtedness incurred in respect of reimbursement-type
obligation regarding workers' compensation claims;

                  (g) Indebtedness of the Company or its Subsidiaries in
connection with performance bonds, surety bonds, insurance obligations or bonds
and other similar bonds or obligations incurred in the ordinary course of
business; and

                  (h) Earn-out agreements in connection with acquisitions of
businesses by the Company or its Subsidiaries, provided that at the time such
agreement is entered into the Company may incur $1.00 of additional Indebtedness
under the Debt Incurrence Ratio and any Indebtedness incurred to fund payments
made pursuant to any such earn-out agreements shall not be Permitted
Indebtedness.


                                       11
<PAGE>   20
            "Permitted Investment" means (a) any Investment in any of the
Securities; (b) any Investment in Cash Equivalents; (c) any Investment in
intercompany obligations to the extent permitted under clause (e) of the
definition of "Permitted Indebtedness"; (d) any Investment in a person in a
Related Business which, after such Investment, becomes a wholly-owned Subsidiary
of the Company and a Guarantor of the Securities; and (e) other Investments not
to exceed $2.0 million.

            "Permitted Lien" means any of the following: (a) any Lien incurred
in connection with the Amended Credit Facility if such Indebtedness is permitted
by clause (b) under the definition of Permitted Indebtedness and additional
Liens in an amount not to exceed $20.0 million in the aggregate incurred in
connection with the Amended Credit Facility, as such facility may be increased
or amended from time to time, provided that at the time such Lien is incurred,
the Company is able to incur at least $1.00 of additional Indebtedness pursuant
to the Debt Incurrence Ratio; (b) Liens existing on the Issue Date; (c) Liens
imposed by governmental authorities for taxes, assessments or other charges not
yet subject to penalty or which are being contested in good faith and by
appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of the Company in accordance with GAAP; (d) statutory
liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen or
other like Liens arising by operation of law in the ordinary course of business
provided that (i) the underlying obligations are not overdue for a period of
more than 30 days, or (ii) such Liens are being contested in good faith and by
appropriate proceedings and adequate reserves with respect thereto are
maintained on the books of the Company in accordance with GAAP; (e) Liens
securing the performance of bids, trade contracts (other than borrowed money),
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business;
(f) easements, rights-of-way, zoning, similar restrictions and other similar
encumbrances or title defects which, singly or in the aggregate, do not in any
case materially detract from the value of the property subject thereto (as such
property is used by the Company or any of its Subsidiaries) or interfere with
the ordinary conduct of the business of the Company or any of its Subsidiaries;
(g) Liens arising by operation of law in connection with judgments, only to the
extent, for an amount and for a period not resulting in
an Event of Default with respect thereto; (h) pledges or deposits made in the
ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security legislation; (i) Liens
securing the Securities; (j) Liens securing Indebtedness of a person existing at
the time such person becomes a Subsidiary or is merged with or into the Company
or a Subsidiary or Liens securing Indebtedness incurred in connection with an
Acquisition, provided that such Liens were in existence prior to the date of
such acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any assets other than those acquired; (k) leases
or subleases granted to other persons in the ordinary course of business not
materially interfering with the conduct of the business of the Company or any of
its Subsidiaries or materially detracting from the value of the relative assets
of the Company or any Subsidiary; (l) Liens arising from precautionary Uniform
Commercial Code financing statement filings regarding operating leases entered
into by the Company or any of its Subsidiaries in the ordinary course of
business; (m) Liens securing Refinancing Indebtedness incurred to refinance any
Indebtedness that was previously so secured in a manner no more adverse to the
Holders of the Securities than the terms of the Liens securing such refinanced
Indebtedness provided that the Indebtedness secured is not increased and the
Lien is not


                                       12
<PAGE>   21
extended to any additional assets or property; and (n) restrictions on funds
held by or on behalf of the Insurance Subsidiaries for the payment of claims.

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

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

            "Property" or "property" means any right or interest in or to
property or assets of any kind whatsoever, whether real, personal or mixed and
whether tangible, intangible, contingent, indirect or direct.

            "Qualified Capital Stock" means any Capital Stock of the Company
that is not Disqualified Capital Stock.

            "Qualified Exchange" means any legal defeasance, redemption,
retirement, repurchase or other acquisition of Capital Stock or Indebtedness of
the Company issued on or after the Issue Date with the Net Cash Proceeds
received by the Company from the substantially concurrent sale of Qualified
Capital Stock or any exchange of Qualified Capital Stock for any Capital Stock
or Indebtedness of the Company issued on or after the Issue Date.

            "Rating Agencies" means S&P and Moody's or any successor to the
respective rating agency businesses thereof.

            "Record Date" means a Record Date specified in the Securities
whether or not such Record Date is a Business Day.

            "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to Article III of
this Indenture and Paragraph 5 in the form of Security.

            "Redemption Price," when used with respect to any Security to be
redeemed, means the redemption price for such redemption set forth in Paragraph
5 in the form of Security, which shall include in each case accrued and unpaid
interest with respect to such Security to the applicable Redemption Date.

            "Reference Period" with regard to any person means the four full
fiscal quarters ended immediately preceding any date upon which any
determination is to be made pursuant to the terms of the Securities or the
Indenture.


                                       13
<PAGE>   22
            "Refinancing Indebtedness" means Indebtedness or Disqualified
Capital Stock (a) issued in exchange for, or the proceeds from the issuance and
sale of which are used substantially concurrently to repay, redeem, defease,
refund, refinance, discharge or otherwise retire for value, in whole or in part,
or (b) constituting an amendment, modification or supplement to, or a deferral
or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the case
of Disqualified Capital Stock, liquidation preference, not to exceed (after
deduction of reasonable and customary fees and expenses incurred in connection
with the Refinancing) the lesser of (i) the principal amount or, in the case of
Disqualified Capital Stock, liquidation preference, of the Indebtedness or
Disqualified Capital Stock so Refinanced and (ii) if such Indebtedness being
Refinanced was issued with an original issue discount, the accreted value
thereof (as determined in accordance with GAAP) at the time of such Refinancing;
provided, that (A) such Refinancing Indebtedness of any Subsidiary of the
Company shall only be used to refinance outstanding Indebtedness or Disqualified
Capital Stock of such Subsidiary, (B) such Refinancing Indebtedness shall (x)
not have an Average Life shorter than the Indebtedness or Disqualified Capital
Stock to be so refinanced at the time of such Refinancing and (y) in all
respects, be no less subordinated or junior, if applicable, to the rights of
Holders of the Securities than was the Indebtedness or Disqualified Capital
Stock to be refinanced and (C) such Refinancing Indebtedness shall have a final
stated maturity or redemption date, as applicable, no earlier than the final
stated maturity or redemption date, as applicable, of the Indebtedness or
Disqualified Capital Stock to be so refinanced.

            "Registrar" shall have the meaning specified in Section 2.3.

            "Registration Rights Agreement" means the Registration Rights
Agreement by and among the Company, the Guarantors and the Initial Purchaser,
dated as of the Issue Date.

            "Related Business" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Company are materially related businesses.

            "Restricted Payment" means, with respect to any person, (a) the
declaration or payment of any dividend or other distribution in respect of
Equity Interests of such person or any parent or Subsidiary of such person, 
(b) any payment on account of the purchase, redemption or other acquisition or
retirement for value of Equity Interests of such person or any Subsidiary or
parent of such person, (c) other than with the proceeds from the substantially
concurrent sale of, or in exchange for, Refinancing Indebtedness, any purchase,
redemption, or other acquisition or retirement for value of, any payment in
respect of any amendment of the terms of or any defeasance of, any Subordinated
Indebtedness, directly or indirectly, by such person or a parent or Subsidiary
of such person prior to the scheduled maturity, any scheduled repayment of
principal, or scheduled sinking fund payment, as the case may be, of such
Indebtedness and (d) any Investment by such person, other than a Permitted
Investment; provided, however, that the term "Restricted Payment" does not
include (i) any dividend, distribution or other payment on or with respect to
Equity Interests of an issuer to the extent payable solely in shares of
Qualified Capital Stock of such issuer; or (ii) any dividend, 


                                       14
<PAGE>   23
distribution or other payment to the Company, or to any of its wholly owned
Subsidiaries, by the Company or any of its Subsidiaries.

            "S&P" means Standard and Poor's Ratings Group, a division of the
McGraw-Hill Companies, Inc.

            "SEC" means the Securities and Exchange Commission.

            "Securities" means, prior to the Exchange Offer, the Original
Securities, and after the Exchange Offer, the Original Securities (if any) and
the Series B Securities, in each case as amended or modified from time to time
in accordance with the terms hereof, issued under this Indenture.

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

            "Securities Custodian" means the Trustee, as custodian with respect
to the Securities in global form, or any successor entity thereto.

            "Securityholder" See "Holder."

            "Series B Securities" means the Series B 10% Senior Notes due 2004,
in substantially the form set forth on the Form of Security set forth as Exhibit
A hereto, to be issued pursuant to this Indenture in connection with the
Exchange Offer.

            "Significant Subsidiary" shall have the meaning provided under
Regulation S-X under the Securities Act, as in effect on the Issue Date.

            "Stated Maturity," when used with respect to any Security, means
October 15, 2004.

            "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment to the Securities or such
Guarantee, as applicable, in any respect or has a stated maturity on or after
the Stated Maturity.

            "Subsidiary," with respect to any person, means (i) a corporation a
majority of whose Equity Interests with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such person, by such person and one or more Subsidiaries of such person or by
one or more Subsidiaries of such person, (ii) any other person (other than a
corporation) in which such person, one or more Subsidiaries of such person, or
such person and one or more Subsidiaries of such person, directly or indirectly,
at the date of determination thereof has at least majority ownership interest,
or (iii) a partnership in which such person or a Subsidiary of such person is,
at the time, a general partner. Unless the context requires otherwise,
Subsidiary means each direct and indirect Subsidiary of the Company.


                                       15
<PAGE>   24
            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of the execution of this
Indenture, except as permitted in Section 9.3.

            "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend set forth in Section 2.6.

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

            "Trust Officer" means any officer within the corporate trust
department (or any successor group) of the Trustee including any vice president,
assistant vice president, assistant secretary or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at that time shall be such officers, and also
means, with respect to a particular corporate trust matter, any other officer of
the corporate trust department (or any successor group) of the Trustee to whom
such trust matter is referred because of his knowledge of and familiarity with
the particular subject.

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

            "wholly owned Subsidiary" means a Subsidiary all the Equity
Interests of which are owned by the Company or one or more wholly owned
Subsidiaries of the Company.

            Section 1.2 Incorporation by Reference of TIA.

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

            "indenture securities" means the Securities.

            "indenture noteholder" means a Holder or a Securityholder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company and any
other obligor on the Securities.


                                       16
<PAGE>   25
            All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them thereby.

            Section 1.3 Rules of Construction.

            Unless the context otherwise requires:

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

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

                        (iii) "or" is not exclusive;

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

                        (v) provisions apply to successive events and
      transactions;

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

                        (vii) references to Sections or Articles means reference
      to such Section or Article in this Indenture, unless stated otherwise.


                                   ARTICLE II

                                 THE SECURITIES

            Section 2.1  Form and Dating.

            The Securities and the Trustee's certificate of authentication, in
respect thereof, shall be substantially in the form of Exhibit A hereto which
Exhibit is part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company shall
approve the form of the Securities and any notation, legend or endorsement on
them. Any such notations, legends or endorsements not contained in the form of
Security attached as Exhibit A hereto shall be delivered in writing to the
Trustee. Each Security shall be dated the date of its authentication.


                                       17
<PAGE>   26
            The terms and provisions contained in the form of Securities shall
constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

            Section 2.2 Execution and Authentication.

            Two Officers shall sign, or one Officer shall sign and one Officer
shall attest to, the Securities for the Company by manual or facsimile
signature.

            If an Officer whose signature is on a Security was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless and the
Company shall nevertheless be bound by the terms of the Securities and this
Indenture.

            A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security, but
such signature shall be conclusive evidence that the Security has been
authenticated pursuant to the terms of this Indenture.

            The Trustee shall authenticate the Original Securities for original
issue in the aggregate principal amount of up to $85,000,000 and shall
authenticate Series B Securities for original issue in the aggregate principal
amount of up to $85,000,000, in each case upon a written order of the Company in
the form of an Officers' Certificate; provided that such Series B Securities
shall be issuable only upon the valid surrender for cancellation of Original
Securities of a like aggregate principal amount in accordance with the
Registration Rights Agreement. The Officers' Certificate shall specify the
amount of Securities to be authenticated and the date on which the Securities
are to be authenticated. The aggregate principal amount of Securities
outstanding at any time may not exceed $85,000,000, except as provided in
Section 2.7. Upon the written order of the Company in the form of an Officers'
Certificate, the Trustee shall authenticate Securities in substitution of
Securities originally issued to reflect any name change of the Company.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company, any Affiliate of the Company
or any of their respective Subsidiaries.

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


                                       18
<PAGE>   27
            Section 2.3 Registrar and Paying Agent.

            The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, where Securities may be presented for
registration of transfer or for exchange ("Registrar") and an office or agency
in the Borough of Manhattan, The City of New York where Securities may be
presented for payment ("Paying Agent") and an office or agency where notices and
demands to or upon the Company in respect of the Securities may be served. The
Company may act as Registrar or Paying Agent, except that, for the purposes of
Articles III, VIII, X and Section 4.13 neither Company nor any Affiliate thereof
shall act as Paying Agent. The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may have one or more
co-Registrars and one or more additional Paying Agents. The term "Paying Agent"
includes any additional Paying Agent. The Company hereby initially appoints the
Trustee as Registrar and Paying Agent, and the Trustee hereby initially agrees
so to act.

            The Company shall enter into an appropriate written agency agreement
with any Agent not a party to this Indenture, which agreement shall implement
the provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such
Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such.

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

            The Company initially appoints the Trustee to act as Securities
Custodian with respect to the Global Securities.

            Section 2.4  Paying Agent to Hold Assets in Trust.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that each Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, or interest (and Liquidated Damages, if any) on, the Securities
(whether such assets have been distributed to it by the Company or any other
obligor on the Securities), and shall notify the Trustee in writing of any
Default by the Company (or any other obligor on the Securities) in making any
such payment. If the Company or any Subsidiary thereof acts as Paying Agent, it
shall segregate such assets and hold them as a separate trust fund for the
benefit of the Holders or the Trustee. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Company to the Paying Agent, the Paying Agent (if
other than the Company) shall have no further liability for such assets.


                                       19
<PAGE>   28
            Section 2.5  Securityholder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee on or before the third Business Day preceding each Interest Payment Date
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee reasonably may require of the names and
addresses of Holders.

            Section 2.6  Transfer and Exchange.

                  (a) When Definitive Securities are presented to the Registrar
or a co- Registrar with a request

                  (x) to register the transfer of such Definitive Securities or

                  (y) to exchange such Definitive Securities for an equal
principal amount of Definitive Securities of other authorized denominations,

the Registrar or co-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 Securities surrendered for transfer or
exchange:

                        (i) shall be duly endorsed or accompanied by a written
      instrument of transfer in form reasonably satisfactory to the Company and
      the Registrar or co-Registrar, duly executed by the Holder thereof or his
      attorney duly authorized in writing; and

                        (ii) in the case of Transfer Restricted Securities that
      are Definitive Securities, shall be accompanied by the following
      additional information and documents, as applicable:

                                    (A) If such Transfer Restricted Securities
            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 (in substantially the form set forth on
            the reverse of the Security); or

                                    (B) if such Transfer Restricted Security is
            being transferred to a "qualified institutional buyer" (as defined
            in Rule 144A under the Securities Act) in accordance with Rule 144A
            under the Securities Act, a certification to that effect (in the
            form set forth on the reverse of the Security); or


                                       20
<PAGE>   29
                                    (C) if such Transfer Restricted Security is
            being transferred (i) pursuant to an exemption from registration in
            accordance with Rule 144 or Regulation S under the Securities Act,
            (ii) pursuant to an effective registration statement under the
            Securities Act, (iii) to an "institutional accredited investor"
            within the meaning of Rule 501(A)(1), (2), (3) or (7) under the
            Securities Act that is acquiring the Security for its own account,
            or for the account of such an institutional accredited investor, in
            each case in a minimum principal amount of $100,000, not with a view
            to or for offer or sale in connection with any distribution in
            violation of the Securities Act or (iv) in reliance on another
            exemption from the registration requirements of the Securities Act,
            a certification to that effect (in the form set forth on the reverse
            of the Security) and in the case of (iii) above a transferee letter
            of representation in substantially the form set forth in the
            Offering Memorandum and in the case of (i), (iii) and (iv) above, if
            the Company or the Registrar so requests, an Opinion of Counsel
            reasonably acceptable to the Company and to the Registrar to the
            effect that such transfer is in compliance with the Securities Act.

                  (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial inter est in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Registrar
of a Definitive Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Registrar, together with:

                        (i) if such Definitive Security is a Transfer Restricted
      Security, a certification, substantially in the form set forth on the
      reverse of the Security, that such Definitive Security is being
      transferred to a "qualified institutional buyer" (as defined in Rule 144A
      under the Securities Act) in accordance with Rule 144A under the
      Securities Act; and

                        (ii) whether or not such Definitive Security is a
      Transfer Restricted Security, written instructions directing the Registrar
      to make, or to direct the Securities Custodian to make, an endorsement on
      the Global Security to reflect an increase in the aggregate principal
      amount of the Securities represented by the Global Security,

then the Registrar shall cancel such Definitive Security and cause, or direct
the Securities Custodian to cause, in accordance with the standing instructions
and procedures existing between the Depository and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased accordingly. If no Global Securities are then outstanding, the


                                       21
<PAGE>   30
Company shall issue and the Trustee shall authenticate a new Global Security in
the appropriate principal amount.

                  (c) Transfer and Exchange of Global Securities. The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository, in accordance with this Indenture (including
the restrictions on transfer set forth herein) and the procedures of the
Depository therefor.

                  (d) Transfer of a Beneficial Interest in a Global Security for
a Definitive Security.

                        (i) Any person having a beneficial interest in a Global
      Security may upon request exchange such beneficial interest for a
      Definitive Security. Upon receipt by the Trustee of written instructions
      or such other form of instructions as is customary for the Depository from
      the Depository or its nominee on behalf of any Person having a beneficial
      interest in a Global Security and upon receipt by the Trustee of a written
      order or such other form of instructions as is customary for the
      Depository or the Person designated by the Depository as having such a
      beneficial interest in a Transfer Restricted Security only, the following
      additional information and documents (all of which may be submitted by
      facsimile):

                                    (A) if such beneficial interest is being
            transferred to the Person designated by the Depository as being the
            beneficial owner, a certification from such person to that effect
            (in substantially the form set forth on the reverse of the
            Security); or

                                    (B) if such beneficial interest is being
            transferred to a "qualified institutional buyer" (as defined in Rule
            144A under the Securities Act) in accordance with Rule 144A under
            the Securities Act, a certification to that effect from the
            transferor (in the form set forth on the reverse of the Security);
            or

                                    (C) if such beneficial interest is being
            transferred (i) pursuant to an exemption from registration in
            accordance with Rule 144 or Regulation S under the Securities Act,
            (ii) pursuant to an effective registration statement under the
            Securities Act (iii) to an "institutional accredited investor"
            within the meaning of Rule 501(A)(1), (2), (3) or (7) under the
            Securities Act that is acquiring the security for its own account,
            or for the account of such an institutional accredited investor, in
            each case in a minimum principal amount of $100,000, not with a view
            to or for offer or sale in connection with distribution in violation
            of the Securities Act or (iv) in reliance on another exemption from
            the registration requirements of


                                       22
<PAGE>   31
            the Securities Act, a certification to that effect from the
            transferee or transferor (in the form set forth on the reverse of
            the Security) and in the case of (iii) above a transferee letter of
            representation in substantially the form set forth in the Offering
            Memorandum and in the case of (i), (iii) and (iv) above, if the
            Company or the Registrar so requests, an Opinion of Counsel
            reasonably acceptable to the Company and to the Registrar to the
            effect that such transfer is in compliance with the Securities Act,

then the Registrar or the Securities Custodian, at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depository and the Securities Custodian, the aggregate principal
amount of the Global Security to be reduced and, following such reduction, the
Company will execute and the Trustee will authenticate and deliver to the
transferee a Definitive Security in the appropriate principal amount.

                        (ii) Definitive Securities issued in exchange for a
      beneficial interest in a Global Security pursuant to this Section 2.6(d)
      shall be registered in such names and in such authorized denominations as
      the Depository, pursuant to instructions from its direct or indirect
      participants or otherwise, shall instruct the Trustee. The Registrar shall
      deliver such Definitive Securities to the persons in whose names such
      Securities are so registered.

                  (e) Restrictions on Transfer and Exchange of Global
Securities. Notwithstanding any other provisions of this Indenture (other than
the provisions set forth in subsection (f) of this Section 2.6), a Global
Security may not be transferred as a whole except by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  (f) Authentication of Definitive Securities in Absence of
Depository. If at any time:

                        (i) the Depository for the Securities notifies the
      Company that the Depository is unwilling or unable to continue as
      Depository for the Global Securities and a successor Depository for the
      Global Securities is not appointed by the Company within 90 days after
      delivery of such notice; or

                        (ii) the Company, in its sole discretion, notifies the
      Trustee in writing that it elects to cause the issuance of Definitive
      Securities under this Indenture,

then the Company will execute, and the Trustee, upon receipt of an Officers'
Certificate requesting the authentication and delivery of Definitive Securities,
will authenticate and make available for


                                       23
<PAGE>   32
delivery Definitive Securities, in an aggregate principal amount equal to the
principal amount of the Global Securities, in exchange for such Global
Securities.

                  (g) Legends. Each Security certificate evidencing the Global
Securities and the Definitive Securities (and all Securities (other than the
Series B Securities) issued in exchange therefor or substitution thereof) shall
bear a legend in substantially the following form:

            "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
            ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
            THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE
            OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
            REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
            THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY
            BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
            SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
            SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
            (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
            ONLY (1)(a) TO A PERSON WHO 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, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
            UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOR
            EIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904
            UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL ACCREDITED
            INVESTOR WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7)
            UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
            ACCOUNT, OR FOR THE ACCOUNT OF ONE OR MORE OTHER INSTITUTIONAL
            ACCREDITED INVESTORS, IN EACH CASE, HAVING A MINIMUM PURCHASE PRICE
            OF AT LEAST $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
            OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
            VIOLATION OF THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER
            EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
            (IN THE CASE OF (d) UPON DELIVERY OF A TRANSFEREE LETTER OF
            REPRESENTATION AND IN THE CASE OF (b), (c), (d) OR (e), UPON AN
            OPINION OF COUNSEL IF THE COMPANY OR THE TRUSTEE SO REQUESTS), (2)
            TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGIS-


                                       24
<PAGE>   33
            TRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
            APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
            OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
            SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
            THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH
            IN (A) ABOVE.

                  (h) Cancellation and/or Adjustment of Global Security. At such
time as all beneficial interests in a Global Security have either been exchanged
for Definitive Securities, redeemed, repurchased or cancelled, such Global
Security shall be returned to or retained and cancelled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Security
is exchanged for Definitive Securities, redeemed, repurchased or cancelled, the
principal amount of Securities represented by such Global Security shall be
reduced and an endorsement shall be made on such Global Security, by the Trustee
or the Securities Custodian, at the direction of the Trustee, to reflect such
reduction.

                  (i) Obligations with respect to Transfers and Exchanges of
Definitive Securities.

                        (i) To permit registrations of transfers and exchanges,
      the Company shall execute and the Trustee shall authenticate Definitive
      Securities and Global Securities at the Registrar's or co-Registrar's
      request.

                        (ii) No service charge shall be made for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax, assessments, or similar
      governmental charge payable in connection therewith (other than any such
      transfer taxes, assessments, or similar governmental charge payable upon
      exchanges or transfers pursuant to Section 2.2, 2.10, 3.6, 4.13, 9.5 or
      10.1).

                        (iii) The Registrar or co-Registrar shall not be
      required to register the transfer of or exchange of (a) any Definitive
      Security selected for redemption in whole or in part pursuant to Article
      III, except the unredeemed portion of any Definitive Security being
      redeemed in part, or (b) any Security for a period beginning 15 days
      before the mailing of a notice of an offer to repurchase pursuant to
      Article X or Section 4.13 hereof or a notice of redemption of Securities
      pursuant to Article III hereof and ending at the close of business on the
      day of such mailing.

                        (iv) 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 Security other than to require
      delivery of such certificates and other documenta-


                                       25
<PAGE>   34
      tion or evidence as expressly required by, and to do so if and when
      expressly required by the terms of, this Indenture, and to examine the
      same to determine substantial compliance as to form with the express
      requirements hereof.

            Section 7 Replacement Securities.

            If a mutilated Security is surrendered to the Trustee or if the
Holder of a Security claims and submits an affidavit or other evidence,
satisfactory to the Trustee, to the Trustee to the effect that the Security has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security if the Trustee's requirements
are met. If required by the Trustee or the Company, such Holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of both the
Company and the Trustee, to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced. The Company or
the Trustee may charge such Holder for their reasonable, out-of-pocket expenses
in replacing a Security.

            Every replacement Security is an additional obligation of the
Company.

            Section 8 Outstanding Securities.

            Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee except those cancelled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.8 as not
outstanding. A Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security, except as provided in Section
2.9.

            If a Security is replaced pursuant to Section 2.7 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section 2.7.

            If on a Redemption Date or the Maturity Date the Paying Agent (other
than the Company or an Affiliate of the Company) holds cash sufficient to pay
all of the principal and interest (and Liquidated Damages, if any) due on the
Securities payable on that date and payment of the Securities called for
redemption is not otherwise prohibited, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.

            Section 9 Treasury Securities.

            In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, amendment, supplement, waiver or
consent, Securities owned by the Company, any Guarantor and Affiliates of the
Company or of any Guarantor shall be disregarded,


                                       26
<PAGE>   35
except that, for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, amendment, supplement, waiver or
consent, only Securities that a Trust Officer of the Trustee actually knows are
so owned shall be disregarded.

            Section 10 Temporary Securities.

            Until definitive Securities are ready for delivery, the Company may
prepare, the Guarantors shall endorse and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company reasonably and in
good faith considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare, the Guarantors shall endorse and the Trustee
shall authenticate definitive Securities in exchange for temporary Securities.
Until so exchanged, the temporary Securities shall in all respects be entitled
to the same benefits under this Indenture as permanent Securities authenticated
and delivered hereunder.

            Section 11 Cancellation.

            The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else, shall
cancel and, at the written direction of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation in
accordance with its customary procedures. Subject to Section 2.7, the Company
may not issue new Securities to replace Securities it has paid or delivered to
the Trustee for cancellation. No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this Section 2.11,
except as expressly permitted in the form of Securities and as permitted by this
Indenture.

            Section 12 Defaulted Interest.

            If the Company defaults in a payment of interest (and Liquidated
Damages, if any) on the Securities, the Company shall pay the defaulted interest
(and Liquidated Damages, if any), plus (to the extent lawful) interest on the
defaulted interest (and Liquidated Damages, if any), to the persons who are
Holders on a Record Date (or at the Company's option a subsequent special record
date) which date shall be the fifteenth day next preceding the date fixed by the
Company for the payment of defaulted interest, whether or not such day is a
Business Day, unless the Trustee fixes another record date. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder with a copy to the Trustee a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest (and
Liquidated Damages, if any), and interest payable on such defaulted interest
(and Liquidated Damages), if any, to be paid.

            Section 13 CUSIP Numbers.


                                       27
<PAGE>   36
            The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.


                                   ARTICLE III

                                   REDEMPTION

            Section 1 Right of Redemption.

            Redemption of Securities shall be made only in accordance with this
Article III. At its election, the Company may redeem the Securities in whole or
in part, at any time or from time to time on or after October 15, 2001, at the
Redemption Prices specified under the caption "Redemption," in the Form of Note
attached as Exhibit A hereto, plus accrued but unpaid inter est (and Liquidated
Damages, if any) to the Redemption Date. Except as provided in this paragraph
and Paragraph 5 of the Note, the Securities may not otherwise be redeemed at the
option of the Company.

            Section 2 Notices to Trustee.

            If the Company elects to redeem Securities pursuant to this Article
III, it shall notify the Trustee in writing of the date on which the Securities
are to be redeemed ("Redemption Date") and the principal amount of Securities to
be redeemed and whether it wants the Trustee to give notice of redemption to the
Holders in the name of and at the expense of the Company.

            If the Company elects to reduce the principal amount of Securities
to be redeemed pursuant to Paragraph 5 of the Securities by crediting against
any such redemption Securities it has not previously delivered to the Trustee
for cancellation, it shall so notify the Trustee of the amount of the reduction
and deliver such Securities with such notice.

            The Company shall give each notice to the Trustee provided for in
this Section 3.2 at least 45 days (unless a shorter period is acceptable to the
Trustee) before the Redemption Date.

            Section 3 Selection of Securities to Be Redeemed.

            If less than all of the Securities are to be redeemed pursuant to
Paragraph 5 thereof, the Trustee shall select from among such Securities to be
redeemed pro rata or by lot or by such other method as the Trustee shall
determine to be fair and appropriate and in such manner as complies with any
applicable legal and stock exchange requirements.


                                       28
<PAGE>   37
            The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption and shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities in denominations of $1,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

            Section 4 Notice of Redemption.

            At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first class mail, postage
prepaid, to each Holder whose Securities are to be redeemed. At the Company's
request, the Trustee shall give the notice of redemption in the Company's name
and at the Company's expense. Each notice for redemption shall identify the
Securities to be redeemed and shall state:

                             (1) the Redemption Date;

                             (2) the Redemption Price, including the amount of
      accrued but unpaid interest (and Liquidated Damages, if any) to be paid
      upon such redemption;

                             (3) the name, address and telephone number of the
      Paying Agent;

                             (4) that Securities called for redemption must be
      surrendered to the Paying Agent at the address specified in such notice to
      collect the Redemption Price;

                             (5) that, unless (a) the Company defaults in its
      obligation to deposit cash with the Paying Agent in accordance with
      Section 3.6 hereof, interest on Securities called for redemption ceases to
      accrue on and after the Redemption Date and the only remaining right of
      the Holders of such Securities is to receive payment of the Redemption
      Price, including accrued but unpaid interest (and Liquidated Damages, if
      any), upon surrender to the Paying Agent of the Securities called for
      redemption and to be redeemed;

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


                                       29
<PAGE>   38
                             (7) if less than all the Securities are to be
      redeemed, the identification of the particular Securities (or portion
      thereof) to be redeemed, as well as the aggregate principal amount of such
      Securities to be redeemed and the aggregate principal amount of Securities
      to be outstanding after such partial redemption;

                             (8) the CUSIP number of the Securities to be
      redeemed; and

                             (9) that the notice is being sent pursuant to this
      Section 3.4 and pursuant to the optional redemption provisions of
      Paragraph 5 of the Securities.

            Section 5 Effect of Notice of Redemption.

            Once notice of redemption is mailed in accordance with Section 3.4,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price, including accrued but unpaid interest (and
Liquidated Damages, if any). Upon surrender to the Trustee or Paying Agent, such
Securities called for redemption shall be paid at the Redemption Price,
including interest (and Liquidated Damages, if any), if any, accrued to and
unpaid on the Redemption Date; provided that if the Redemption Date is after a
regular Record Date and on or prior to the Interest Payment Date, the accrued
interest (and Liquidated Damages, if any) shall be payable to the Holder of the
redeemed Securities registered on the relevant Record Date; and provided,
further, that if a Redemption Date is a Legal Holiday, payment shall be made on
the next succeeding Business Day and no interest shall accrue for the period
from such Redemption Date to such succeeding Business Day.

            Section 6 Deposit of Redemption Price.

            On or before the Redemption Date, the Company shall deposit with the
Paying Agent (other than the Company or an Affiliate of the Company) cash
sufficient to pay the Redemption Price of, including accrued but unpaid interest
on (and Liquidated Damages, if any), all Securities to be redeemed on such
Redemption Date (other than Securities or portions thereof called for redemption
on that date that have been delivered by the Company to the Trustee for
cancellation). The Paying Agent shall promptly return to the Company any cash so
deposited which is not required for that purpose upon the written request of the
Company.

            If the Company complies with the preceding paragraph and the other
provisions of this Article III and payment of the Securities called for
redemption is not otherwise prohibited, interest on the Securities to be
redeemed will cease to accrue on the applicable Redemption Date, whether or not
such Securities are presented for payment. Notwithstanding anything herein to
the contrary, if any Security surrendered for redemption in the manner provided
in the Securities shall not be so


                                       30
<PAGE>   39
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph and the other provisions of this Article
III, interest shall continue to accrue and be paid from the Redemption Date
until such payment is made on the unpaid principal, and, to the extent lawful,
on any interest not paid on such unpaid principal, in each case at the rate and
in the manner provided in Section 4.1 hereof and the Securities.

            Section 7 Securities Redeemed in Part.

            Upon surrender of a Security that is to be redeemed in part, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder, without service charge, a new Security or Securities equal in principal
amount to the unredeemed portion of the Security surrendered.


                                   ARTICLE IV

                                    COVENANTS

            Section 1 Payment of Securities.

            The Company shall pay the principal of and interest (and Liquidated
Damages, if any) on the Securities on the dates and in the manner provided in
the Securities and this Indenture. An installment of principal of or interest
(and Liquidated Damages, if any) on the Securities shall be considered paid on
the date it is due if the Trustee or Paying Agent (other than the Company or an
Affiliate of the Company) holds for the benefit of the Holders, on or before
10:00 a.m. New York City time on that date, cash deposited and designated for
and sufficient to pay the installment.

            The Company shall pay interest on overdue principal and on overdue
installments of interest (and Liquidated Damages, if any) at the rate specified
in the Securities compounded semi-annually, to the extent lawful.

            Section 2 Maintenance of Office or Agency.

            The Company and the Guarantors shall maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company and the Guarantors in respect of the Securities and this Indenture
may be served. The Company and the Guarantors shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company and the Guarantors shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 12.2.


                                       31
<PAGE>   40
            The Company and the Guarantors may also from time to time designate
one or more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company and the Guarantors of their obligation to
maintain an office or agency in the Borough of Manhattan, The City of New York,
for such purposes. The Company and the Guarantors shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. The Company and the Guarantors
hereby initially designate the principal corporate trust office of the Trustee
as such office.

            Section 3 Limitation on Restricted Payments.

            The Company and its Subsidiaries shall not, and shall not permit any
of their Subsidiaries to, directly or indirectly, make any Restricted Payment
if, after giving effect to such Restricted Payment on a pro forma basis, (i) a
Default or an Event of Default shall have occurred and be continuing, (ii) the
Company is not permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Debt Incurrence Ratio contained in Section 4.10, or (iii) the
aggregate amount of all Restricted Payments made by the Company and its
Subsidiaries, including after giving effect to such proposed Restricted Payment,
from and after the Issue Date, would exceed the sum of (a) $5.0 million, plus
(b) 50% of the aggregate Consolidated Net Income of the Company and its
Consolidated Subsidiaries for the period (taken as one accounting period)
commencing on the first day of the first full fiscal quarter commencing after
the Issue Date, to and including the last day of the fiscal quarter ended
immediately prior to the date of each such calculation (or, in the event
Consolidated Net Income for such period is a deficit, then minus 100% of such
deficit) plus (c) the aggregate Net Cash Proceeds received by the Company from
the sale of its Qualified Capital Stock (other than (i) to a Subsidiary of the
Company and (ii) to the extent applied in connection with a Qualified Exchange)
after the Issue Date.

            The immediately preceding paragraph, however, will not prohibit (y)
a Qualified Exchange or (z) the payment of any dividend on Qualified Capital
Stock within 60 days after the date of its declaration if such dividend could
have been made on the date of such declaration in compliance with the foregoing
provisions. The full amount of any Restricted Payment made pursuant to clause
(z) (but not pursuant to clause (y)) of the immediately preceding sentence,
however, will be deducted in the calculation of the aggregate amount of
Restricted Payments available to be made referred to in clause (iii) of the
immediately preceding paragraph.

            Section 4 Corporate Existence.

            Subject to Article V and, with respect to the Guarantors, Section
11.4, the Company and the Guarantors shall do or cause to be done all things
necessary to preserve and keep in full force and effect their corporate
existence and the corporate or other existence of each of their Subsidiaries in
accordance with the respective organizational documents of each of them and the
rights (charter and statutory) and corporate franchises of the Company and the
Guarantors and each of their Subsid-


                                       32
<PAGE>   41
iaries; provided, however, that neither the Company nor any of the Guarantors
shall be required to preserve, with respect to itself, any right or franchise,
and with respect to any of their Subsidiaries, any such existence, right or
franchise, if (a) the Board of Directors of the Company shall determine
reasonably and in good faith that the preservation thereof is no longer
desirable in the conduct of the business of the Company and (b) the loss thereof
is not disadvantageous in any material respect to the Holders.

            Section 5 Payment of Taxes and Other Claims.

            The Company and the Guarantors shall, and shall cause each of their
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (i) all taxes, assessments and governmental
charges (including withholding taxes and any penalties, interest and additions
to taxes) levied or imposed upon the Company, any Guarantor or any of their
Subsidiaries or properties and assets of the Company, any Guarantor or any of
their Subsidiaries and (ii) all lawful claims, whether for labor, materials,
supplies, services or anything else, which have become due and payable and which
by law have or may become a Lien upon the property and assets of the Company,
any Guarantor or any of their Subsidiaries; provided, however, that neither the
Company nor any Guarantor shall 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 disputed amounts adequate reserves have been
established in accordance with GAAP.

            Section 6 Compliance Certificate; Notice of Default.

                  (a) The Company shall deliver to the Trustee within 120 days
after the end of its fiscal year an Officers' Certificate, one of the signers of
which shall be the principal executive, financial or accounting officer of the
Company, complying (whether or not required) with Section 314(a)(4) of the TIA
and stating that a review of their activities and the activities of their
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations (without
regard to notice requirements or grace periods) under this Indenture and further
stating, as to each such Officer signing such certificate, whether or not the
signer knows of any failure by the Company, any Guarantor or any Subsidiary of
the Company or any Guarantor to comply with any conditions or covenants in this
Indenture and, if such signer does know of such a failure to comply, the
certificate shall describe such failure with particularity. The Officers'
Certificate shall also notify the Trustee should the relevant fiscal year end on
any date other than the current fiscal year end date.

                  (b) So long as not contrary to the then current recommendation
of the American Institute of Certified Public Accountants, the Company shall
deliver to the Trustee within 120 days after the end of its fiscal year a
written report of a firm of independent certified public accountants with an
established national reputation stating that in conducting their audit for such
fiscal year, nothing has come to their attention that caused them to believe
that the Company or any


                                       33
<PAGE>   42
Subsidiary of the Company were not in compliance with the provisions set forth
in Section 4.3, 4.10 or 4.13 or Article X of this Indenture.

                  (c) The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, immediately upon becoming aware of any
Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto. The Trustee shall not be deemed
to have knowledge of a Default or an Event of Default unless one of its Trust
Officers receives notice of the Default giving rise thereto from the Company or
any of the Holders.

            Section 7 Reports.

            Whether or not the Company is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, the Company shall deliver to the
Trustee and to each Holder within 15 days after it is or would have been (if it
were subject to such reporting obligations) required to furnish such with the
SEC, annual and quarterly financial statements substantially equivalent to
financial statements that would have been included in reports filed with the
SEC, if the Company were subject to the requirements of Section 13 or 15(d) of
the Exchange Act, including, in each case, a management's discussion and
analysis of financial condition and results of operations and, with respect to
annual information only, a report thereon by the Company's certified independent
public accountants and, to the extent permitted by the Exchange Act or the SEC,
file with the SEC the annual, quarterly and other reports which it is or would
have (if it were subject to such reporting obligations) been required to file
with the SEC. 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 their covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). From and after the time
the Company files a registration statement with the SEC with respect to the
Securities, the Company will file such reports with the SEC provided the SEC
will accept such filings.

            Section 8 Waiver of Stay, Extension or Usury Laws.

            Each of the Company and each Guarantor covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law wherever enacted which would
prohibit or forgive the Company or any Guarantor from paying all or any portion
of the principal of or interest (and Liquidated Damages, if any) on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that they may lawfully do so) each of the Company
and each Guarantor hereby expressly waives all benefit or advantage of any such
law insofar as such law applies to the Securities, and covenant that it shall
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.


                                       34
<PAGE>   43
            Section 9 Limitation on Transactions with Affiliates.

            None of the Company or any of its Subsidiaries will be permitted on
or after the Issue Date to enter into or suffer to exist any contract,
agreement, arrangement or transaction with any Affiliate (an "Affiliate
Transaction"), or any series of related Affiliate Transactions (other than
Exempted Affiliate Transactions) (i) unless it is determined that the terms of
such Affiliate Transaction are fair and reasonable to the Company, and no less
favorable to the Company than could have been obtained in an arm's-length
transaction with a non-Affiliate and (ii) if involving consideration to either
party in excess of $1.0 million, unless such Affiliate Transaction(s) is
evidenced by an Officers' Certificate addressed and delivered to the Trustee
certifying that such Affiliate Transaction(s) has been approved by a majority of
the members of the Board of Directors that are disinterested in such transaction
and (iii) if involving consideration to either party in excess of $3.0 million,
unless in addition to the foregoing, the Company, prior to the consummation
thereof, obtains a written favorable opinion as to the fairness of such
transaction to the Company from a financial point of view from an independent
investment banking firm of national reputation.

            Section 10 Limitation on Incurrence of Additional Indebtedness and
Disqualified Capital Stock.

            Except as set forth below in this covenant, the Company and its
Subsidiaries will not, and will not permit any of their Subsidiaries to,
directly or indirectly, issue, assume, guaranty, incur, become directly or
indirectly liable with respect to (including as a result of an Acquisition), or
otherwise become responsible for, contingently or otherwise (individually and
collectively, to "incur" or, as appropriate, an "incurrence"), any Indebtedness
or any Disqualified Capital Stock (including Acquired Indebtedness), other than
Permitted Indebtedness. Not withstanding the foregoing, if (i) no Default or
Event of Default shall have occurred and be continuing at the time of, or would
occur after giving effect on a pro forma basis to, such incurrence of
Indebtedness or Disqualified Capital Stock and (ii) on the date of such
incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the
Company for the Reference Period immediately preceding the Incurrence Date,
after giving effect on a pro forma basis to such incurrence of such Indebtedness
or Disqualified Capital Stock and, to the extent set forth in the definition of
Consolidated Coverage Ratio, the use of proceeds thereof, would be at least 2.25
to l (the "Debt Incurrence Ratio"), then the Company may incur such Indebtedness
or Disqualified Capital Stock and its Subsidiaries may incur such Indebtedness.

            Indebtedness or Disqualified Capital Stock of any person which is
outstanding at the time such person becomes a Subsidiary of the Company
(including upon designation of any Subsidiary or other person as a Subsidiary)
or is merged with or into or consolidated with the Company or a Subsidiary of
the Company shall be deemed to have been Incurred at the time such person
becomes a Subsidiary of the Company or is merged with or into or consolidated
with the Company or a Subsidiary of the Company, as applicable.


                                       35
<PAGE>   44
            Section 11 Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries.

            The Company and its Subsidiaries will not, and will not permit any
of their Subsidiaries to, directly or indirectly, create, assume or suffer to
exist any consensual restriction on the ability of any Subsidiary of the Company
to pay dividends or make other distributions to or on behalf of, or to pay any
obligation to or on behalf of, or otherwise to transfer assets or property to or
on behalf of, or make or pay loans or advances to or on behalf of, the Company
or any Subsidiary of the Company except (a) restrictions imposed by the
Securities or the Indenture, (b) restrictions imposed by applicable laws and
regulations, including laws and regulations establishing capital and liquidity
requirement for Insurance Subsidiaries, (c) existing restrictions under the
Amended Credit Facility, (d) restrictions under any Acquired Indebtedness not
incurred in violation of the Indenture or any agreement relating to any
property, asset, or business acquired by the Company or any of its Subsidiaries,
which restrictions in each case existed at the time of acquisition, were not put
in place in connection with or in anticipation of such acquisition and are not
applicable to any person, other than the person acquired, or to any property,
asset or business, other than the property, assets and business so acquired, (e)
any such restriction or requirement imposed by Indebtedness incurred under
paragraph (b) of the definition of "Permitted Indebtedness," provided such
restriction or requirement is no more restrictive than that imposed by the
Amended Credit Facility as of the Issue Date, (f) restrictions with respect
solely to a Subsidiary of the Company imposed pursuant to a binding agreement
which has been entered into for the sale or disposition of all or substantially
all of the Equity Interests or assets of such Subsidiary, provided such
restrictions apply solely to the Equity Interests or assets of such Subsidiary
which are being sold, (g) restrictions arising out of "fronting" arrangements or
reinsurance agreements with third party insurers in existence on the Issue Date
pursuant to which the Insurance Subsidiary is required to meet certain cash
collateral requirements, (h) in connection with and pursuant to permitted
Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c)
or (d) of this paragraph that are not more restrictive than those being replaced
and do not apply to any other person or assets than those that would have been
covered by the restrictions in the Indebtedness so refinanced, and (i) any
agreement that extends, renews or replaces any agreement described in clause (g)
or any similar agreement, provided that the terms and conditions of any such
restrictions are not materially less favorable to the Holders than those under
or pursuant to such agreements as in effect on the Issue Date. Notwithstanding
the foregoing, neither (a) customary provisions restricting subletting or
assignment of any lease entered into in the ordinary course of business,
consistent with industry practice, nor (b) Liens permitted under the terms of
the Indenture on assets securing the Indebtedness under the Amended Credit
Facility shall in and of themselves be considered a restriction on the ability
of the applicable Subsidiary to transfer such agreement or assets, as the case
may be.

            Section 12 Limitation on Liens Securing Indebtedness.

            The Company and its Subsidiaries will not, and will not permit any
of their Subsidiaries to, create, incur, assume or suffer to exist any Lien of
any kind, other than Permitted Liens, upon any of their respective assets now
owned or acquired on or after the date of the Indenture or upon


                                       36
<PAGE>   45
any income or profits therefrom, unless the Company provides and causes its
Subsidiaries to provide, concurrently therewith, that the Securities are equally
and ratably so secured, provided that, if such Indebtedness is Subordinated
Indebtedness, the Lien securing such Subordinated Indebtedness shall be
subordinate and junior to the Lien securing the Securities with the same
relative priority as such Subordinated Indebtedness shall have with respect to
the Securities.

            Section 13 Limitation on Sale of Assets and Subsidiary Stock.

            The Company and its Subsidiaries will not, and will not permit any
of their Subsidiaries to, in one or a series of related transactions, convey,
sell, transfer, assign or otherwise dispose of, directly or indirectly, any of
its property, business or assets, including by merger or consolidation (in the
case of a Subsidiary of the Company), and including any sale or other transfer
or issuance of any Equity Interests of any Subsidiary of the Company, whether by
the Company or a Subsidiary or through the issuance, sale or transfer of Equity
Interests by a Subsidiary of the Company, and including any sale and leaseback
transaction (any of the foregoing, an "Asset Sale"), unless (i)(a) within 210
days after the date of such Asset Sale, the Net Cash Proceeds therefrom (the
"Asset Sale Offer Amount") are applied to the optional redemption of the
Securities in accordance with the terms of the Indenture or to the repurchase of
the Securities pursuant to an irrevocable, unconditional cash offer (the "Asset
Sale Offer") to repurchase Securities at a purchase price of 100% of principal
amount (the "Asset Sale Offer Price") together with accrued and unpaid interest
and Liquidated Damages, if any, to the date of payment, made within 180 days of
such Asset Sale or (b) within 180 days following such Asset Sale, the Asset Sale
Offer Amount is (1) invested (or committed, pursuant to a binding commitment
subject only to reasonable, customary closing conditions, to be invested, and in
fact is so invested, within an additional 90 days) in assets and property (other
than notes, bonds, obligation and securities except in connection with the
acquisition of a wholly owned Subsidiary) which in the good faith reasonable
judgment of the Board will immediately constitute or be a part of a Related
Business of the Company or such Subsidiary (if it continues to be a Subsidiary)
immediately following such transaction or (2) used to permanently reduce
Indebtedness permitted pursuant to paragraph (b) of the definition "Permitted
Indebtedness" (provided that in the case of a revolver or similar arrangement
that makes credit available, such commitment is also permanently reduced by such
amount), (ii) at least 85% of the total consideration received for such Asset
Sale or series of related Asset Sales consists of Cash or Cash Equivalents,
(iii) no Default or Event of Default shall have occurred and be continuing at
the time of, or would occur after giving effect, on a pro forma basis, to, such
Asset Sale, and (iv) the Board of Directors of the Company determines in good
faith that the Company or such Subsidiary, as applicable, receives fair market
value for such Asset Sale (as evidenced by a resolution of the Board of
Directors).

            Notwithstanding the foregoing provisions of the prior paragraph:

                  (i) the Company and its Subsidiaries may, in the ordinary
      course of business, convey, sell, transfer, assign or otherwise dispose of
      property or assets in the ordinary course of business;


                                       37
<PAGE>   46
                  (ii) the Company and its Subsidiaries may convey, sell,
      transfer, assign or otherwise dispose of assets pursuant to and in
      accordance with Article V;

                  (iii) the Company and its Subsidiaries may sell or dispose of
      damaged, worn out or other obsolete property in the ordinary course of
      business so long as such property is no longer necessary for the proper
      conduct of the business of the Company or such Subsidiary, as applicable;
      and

                  (iv) the Company and the Subsidiaries may convey, sell,
      transfer, assign or otherwise dispose of assets to the Company or any of
      its wholly owned Subsidiaries.

            An Asset Sale Offer may be deferred until the accumulated Net Cash
Proceeds from Asset Sales not applied to the uses set forth in (i) above (the
"Excess Proceeds") exceeds $2.0 million. Each Asset Sale Offer shall remain open
for 20 Business Days following its commencement (the "Asset Sale Offer Period").
Upon expiration of the Asset Sale Offer Period, the Company shall apply the
Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and
Liquidated Damages, if any, to the purchase of all Securities properly tendered
(on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase
all Securities so tendered) at the Asset Sale Offer Price (together with accrued
and unpaid interest and Liquidated Damages, if any). To the extent that the
aggregate amount of Securities tendered pursuant to an Asset Sale Offer is less
than the Asset Sale Offer Amount, the Company may use any remaining Net Cash
Proceeds for general corporate purposes as otherwise permitted by the Indenture
and following each Asset Sale Offer the Excess Proceeds amount shall be reset to
zero. For purposes of (ii) above, total consideration received means the total
consideration received for such Asset Sales minus the amount of (a) Indebtedness
which is not Subordinated Indebtedness assumed by a transferee which assumption
permanently reduces the amount of Indebtedness outstanding on the Issue Date or
permitted pursuant to paragraph (b) or (d) of the definition "Permitted
Indebtedness" (including that in the case of a revolver or similar arrangement
that makes credit available, such commitment is so reduced by such amount) and
(b) property that within 30 days of such Asset Sale is converted into Cash or
Cash Equivalents.

            Notice of an Asset Sale Offer shall be sent, on or prior to the
commencement of the Asset Sale Offer, by first-class mail, by the Companies to
each Holder at its registered address, with a copy to the Trustee. The Asset
Sale Offer shall remain open for at least 20 Business Days following its
commencement. The notice to the Holders shall contain all information,
instructions and materials required by applicable law or otherwise material to
such Holders' decision to tender Securities pursuant to the Asset Sale Offer.
The notice, which (to the extent consistent with this Indenture) shall govern
the terms of an Asset Sale Offer, shall state:

                             (1) that the Asset Sale Offer is being made
      pursuant to such notice and this Section 4.13;


                                       38
<PAGE>   47
                             (2) the Asset Sale Offer Amount, the Asset Sale
      Offer Price (including the amount of accrued but unpaid interest (and
      Liquidated Damages, if any)), and the date of purchase;

                             (3) that any Security or portion thereof not
      tendered or accepted for payment will continue to accrue interest if
      interest is then accruing;

                             (4) that, unless the Company defaults in depositing
      cash with the Paying Agent (which may not for purposes of this Section
      4.13, notwithstanding anything in this Indenture to the contrary, be the
      Company or any Affiliate of the Company) in accordance with the last
      paragraph of this clause (b), any Security, or portion thereof, accepted
      for payment pursuant to the Asset Sale Offer shall cease to accrue
      interest after the Asset Sale Purchase Date;

                             (5) that Holders electing to have a Security, or
      portion thereof, purchased pursuant to an Asset Sale Offer will be
      required to surrender their Security, with the form entitled "Option of
      Holder to Elect Purchase" on the reverse of the Security completed, to the
      Paying Agent (which may not for purposes of this Section 4.13,
      notwithstanding any other provision of this Indenture, be the Company or
      any Affiliate of the Company) at the address specified in the notice;

                             (6) that Holders will be entitled to withdraw their
      elections, in whole or in part, if the Paying Agent receives, prior to the
      expiration of the Asset Sale Offer, a facsimile transmission or letter
      setting forth the name of the Holder, the principal amount of the
      Securities the Holder is withdrawing and a statement containing a
      facsimile signature and stating that such Holder is withdrawing his
      election to have such principal amount of Securities purchased;

                             (7) that if Securities in a principal amount in
      excess of the principal amount of Securities to be acquired pursuant to
      the Asset Sale Offer are tendered and not withdrawn, the Company shall
      purchase Securities on a pro rata basis (with such adjustments as may be
      deemed appropriate by the Company so that only Securities in denominations
      of $1,000 or integral multiples of $1,000 shall be acquired);

                             (8) that Holders whose Securities were purchased
      only in part will be issued new Securities equal in principal amount to
      the unpurchased portion of the Securities surrendered; and

                             (9) the circumstances and relevant facts regarding
      such Asset Sales.


                                       39
<PAGE>   48
            The Company agrees that any Asset Sale Offer shall be made in
compliance with all applicable laws, rules, and regulations, including, if
applicable, Regulation 14E of the Exchange Act and the rules and regulations
thereunder and all other applicable Federal and state securities laws, and any
provisions of this Indenture which conflict with such laws shall be deemed to be
superseded by the provisions of such laws.

            On or before the date of purchase, the Company shall (i) accept for
payment Securities or portions thereof properly tendered pursuant to the Asset
Sale Offer (on a pro rata basis if required pursuant to paragraph (7) above),
(ii) deposit with the Paying Agent cash sufficient to pay the Asset Sale Offer
Price for all Securities or portions thereof so accepted and (iii) deliver to
the Trustee Securities so accepted together with an Officers' Certificate
setting forth the Securities or portions thereof being purchased by the Company.
The Paying Agent shall promptly mail or deliver to Holders of Securities so
accepted payment in an amount equal to the Asset Sale Offer Price for such
Securities, and the Trustee shall promptly authenticate and mail or deliver to
such Holders a new Security equal in principal amount to any unpurchased portion
of the Security surrendered. Any Securities not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.

            All Net Cash Proceeds from an Event of Loss shall be invested, used
for prepayment of Indebtedness, or used to repurchase Securities, all within the
period and as otherwise provided above in clauses (i)(a) or (i)(b) of the first
paragraph of this covenant.

            In addition to the foregoing, the Company will not, and will not
permit any Subsidiary to, directly or indirectly make any Asset Sale of any of
the Equity Interests of any Subsidiary except pursuant to an Asset Sale of all
the Equity Interests of such Subsidiary.

            Section 14 Limitation on Lines of Business.

            Neither of the Company nor any of its Subsidiaries shall directly or
indirectly engage to any substantial extent in any line or lines of business
activity other than that which, in the reasonable good faith judgment of the
Board of Directors of the Company, is a Related Business.

            Section 15 Limitation on Status as Investment Company.

            None of the Company or any of its Subsidiaries shall become required
to be registered as an "investment company" (as that term is defined in the
Investment Company Act of 1940, as amended), or otherwise become subject to
regulation under the Investment Company Act.

            Section 16 Future Subsidiary Guarantors.

            The Company covenants and agrees that, except as set forth in the
following sentence, it shall cause each person that becomes a Subsidiary of it
to execute a Guarantee in the form of Exhibit B hereto and shall cause such
Subsidiary to enter into a supplemental indenture for the


                                       40
<PAGE>   49
purpose of jointly and severally guaranteeing, irrevocably and unconditionally,
on a senior subordinated basis, the Company's obligations to pay principal,
premium, and interest (and Liquidated Damages, if any) on the Securities.
Notwithstanding the foregoing, the Securities will not be guaranteed by (i)
future Insurance Subsidiaries and (ii) other future Subsidiaries designated by
the Company, provided that the Company complies with the restrictions with
respect to the aggregate total revenues and aggregate Consolidated Net Worth of
Subsidiaries which are not Guarantors as set forth in Section 4.19.

            Section 17 Payments for Consent.

            None of the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Securities for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture, the Securities or the Guarantees unless such consideration is
offered to be paid or agreed to be paid to all Holders of the Securities which
so consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

            Section 18 Limitation on Sale and Leaseback Transactions.

            The Company will not, and will not permit any Subsidiary to,
directly or indirectly, enter into any sale and leaseback transaction unless (a)
immediately after giving pro forma effect to such sale and leaseback transaction
(the Attributable Value of such sale and leaseback transaction being deemed to
be Indebtedness of the Company, if not otherwise treated so pursuant to the
definition of Indebtedness), the Company could incur at least $1.00 of
additional Indebtedness pursuant to the Debt Incurrence Ratio and (b) such sale
and leaseback transaction complies with Section 4.13.

            Section 19 Limitations with respect to Subsidiaries that are not
Guarantors.

            The aggregate total revenues and the aggregate Consolidated Net
Worth of the Subsidiaries which are not Guarantors (other than the Insurance
Subsidiaries) will not exceed 7.5% of total revenues or Consolidated Net Worth,
respectively, of the Company and its Subsidiaries on a consolidated basis. The
Company will not retain any funds or assets in any Insurance Subsidiary except
funds that are held in trust accounts for claim reserves or otherwise held to
pay claims and funds for current operations or as required by insurance laws and
regulations applicable to such Insurance Subsidiary, including capital and
liquidity requirements.


                                       41
<PAGE>   50
                                    ARTICLE V

                              SUCCESSOR CORPORATION

            Section 1 Limitation on Merger, Sale or Consolidation.

            The Company will not, directly or indirectly, consolidate with or
merge with or into another person or sell, lease, convey or transfer all or
substantially all of its assets (computed, together with its Subsidiaries, on a
consolidated basis), whether in a single transaction or a series of related
transactions, to another person or group of affiliated persons or adopt a Plan
of Liquidation, unless (i) either (a) the Company is the continuing entity (the
"Successor Company") or (b) the Successor Company or, in the case of a Plan of
Liquidation, the entity which receives the greatest value from such Plan of
Liquidation is a corporation organized under the laws of the United States, any
state thereof or the District of Columbia and expressly assumes by supplemental
indenture all of the obligations of the Company in connection with the
Securities and the Indenture; (ii) no Default or Event of Default shall exist or
shall occur immediately after giving effect on a pro forma basis to such
transaction; (iii) immediately after giving effect to such transaction on a pro
forma basis, the Consolidated Net Worth of the Successor Company or, in the case
of a Plan of Liquidation, the entity which receives the greatest value from such
Plan of Liquidation is at least equal to the Consolidated Net Worth of the
Company immediately prior to such transaction; and (iv) immediately after giving
effect to such transaction on a pro forma basis, the Successor Company or, in
the case of a Plan of Liquidation, the entity which receives the greatest value
from such Plan of Liquidation would immediately thereafter be permitted to incur
at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio.

            On or prior to the consummation of the proposed transaction, the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, conveyance, transfer, lease or disposition and such supplemental
indenture executed in connection therewith comply with this Indenture. The
Trustee shall be entitled to conclusively rely upon such Officers' Certificate
and Opinion of Counsel.

            For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of all or substantially all of the properties and assets of
one or more Subsidiaries, the Company's interest in which constitutes all or
substantially all of the properties and assets of the Company shall be deemed to
be the transfer of all or substantially all of the properties and assets of the
Company.

            Section 2 Successor Corporation Substituted.

            Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company or consummation of a Plan of
Liquidation in accordance with the foregoing, the successor corporation formed
by such consolidation or into which the Company is merged or to which such
transfer is made or, in the case of a Plan of Liquidation, the entity which
receives the greatest value from such Plan of Liquidation shall succeed to, and
be substituted for, and may


                                       42
<PAGE>   51
exercise every right and power of, the Company, under the Indenture with the
same effect as if such successor corporation had been named therein as the
Company, and the Company shall be released from the obligations under the
Securities and the Indenture except with respect to any obligations that arise
from, or are related to, such transaction.


                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

            Section 1 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 caused voluntarily or involuntarily or effected, without limitation, 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):

                        (i) the failure by the Company to pay any installment of
      interest or Liquidated Damages, if any, on the Securities as and when the
      same becomes due and payable and the continuance of any such failure for
      30 days,

                        (ii) the failure by the Company to pay all or any part
      of the principal, or premium, if any, on the Securities when and as the
      same becomes due and payable at maturity, redemption, by acceleration or
      otherwise, including, without limitation, payment of the Change of Control
      Purchase Price or the Asset Sale Offer Price, or otherwise,

                        (iii) the failure by either of the Company or any of its
      Subsidiaries otherwise to comply with Section 4.13 and Articles V and X;

                        (iv) the failure by the Company or any Subsidiary to
      observe or perform any covenant or agreement contained in the Securities
      or the Indenture except as provided in clauses (i), (ii) and (iii) above,
      and the continuance of such failure for a period of 30 days after written
      notice is given to the Company by the Trustee or to the Company and the
      Trustee by the Holders of at least 25% in aggregate principal amount of
      the Securities outstanding;

                        (v) decree, judgment, or order by a court of competent
      jurisdiction shall have been entered adjudicating the Company or any of
      its Significant Subsidiaries as bankrupt or insolvent, or approving as
      properly filed a petition seeking reorganization of the Company or any of
      its Significant Subsidiaries under any bankruptcy or similar law, and
      such decree or order shall have continued undischarged and unstayed for a
      period of 60 consecutive days; or a decree or order of a


                                       43
<PAGE>   52
      court of competent jurisdiction, judgment appointing a receiver,
      liquidator, trustee, or assignee in bankruptcy or insolvency for the
      Company, any of its Significant Subsidiaries, or any substantial part of
      the property of any such person, or for the winding up or liquidation of
      the affairs of any such person, shall have been entered, and such decree,
      judgment, or order shall have remained in force undischarged and unstayed
      for a period of 60 days;

                        (vi) the Company or any of its Significant Subsidiaries
      shall institute proceedings to be adjudicated a voluntary bankrupt, or
      shall consent to the filing of a bankruptcy proceeding against it, or
      shall file a petition or answer or consent seeking reorganization under
      any bankruptcy or similar law or similar statute, or shall consent to the
      filing of any such petition, or shall consent to the appointment of a
      Custodian, receiver, liquidator, trustee, or assignee in bankruptcy or
      insolvency of it or any substantial part of its assets or property, or
      shall make a general assignment for the benefit of creditors, or shall
      admit in writing its inability to pay its debts as they become due;

                        (vii) a default in Indebtedness of the Company or any of
      its Subsidiaries with an aggregate principal amount in excess of $5
      million resulting from the failure to pay principal or interest as a
      result of which the maturity of such Indebtedness has been accelerated
      prior to its stated maturity; and

                        (viii) final unsatisfied judgments not covered by
      insurance aggregating in excess of $5 million, at any one time rendered
      against the Company or any of its Subsidiaries and not stayed, bonded or
      discharged within 60 days.

                        (ix) any Guarantee shall for any reason cease to be, or
      be asserted in writing by any Significant Subsidiary or the Company not to
      be, in full force and effect, enforceable in accordance with its terms,
      except to the extent contemplated by the Indenture.

            Section 2 Acceleration of Maturity Date; Rescission and Annulment.

            If an Event of Default occurs and is continuing (other than an Event
of Default specified in clauses (v) and (vi), above, relating to the Company or
any of its Significant Subsidiaries,) then in every such case, unless the
principal of all of the Securities shall have already become due and payable,
either the Trustee or the Holders of 25% in aggregate principal amount of the
Securities then outstanding, by notice in writing to the Company (and to the
Trustee if given by Holders) (an "Acceleration Notice"), may declare all
principal determined as set forth below, and accrued interest thereon to be due
and payable immediately. If an Event of Default specified in clauses (v) and
(vi) above relating to the Company or any of its Significant Subsidiaries
occurs, all principal and accrued interest thereon will be immediately due and
payable on all outstanding Securities without any declaration or other act on
the part of Trustee or the Holders.


                                       44
<PAGE>   53
            In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Securities
pursuant to the optional redemption provisions of the Indenture, an equivalent
premium shall also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Securities.

            If an Event of Default occurs prior October 15, 2001 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Issuers with the principal intention of avoiding the prohibition on redemption
of the Securities prior to October 15, 2001, then the premium below (expressed
as percentage principal amount) for each of the years beginning on October 15,
2001, shall also become immediately due and payable to the extent permitted by
law upon the acceleration of the Securities.


            Year                        Percentage
            ----                        ----------
            1997                          115.0%
            1998                          112.5%
            1999                          110.0%
            2000                          107.5%

            At any time after such a declaration of acceleration being made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article VI, the Holders of a
majority in aggregate principal amount of then outstanding Securities, by
written notice to the Company and the Trustee, may rescind, on behalf of all
Holders, any such declaration of acceleration if:

                             (1) the Company has paid or deposited with the
      Trustee a sum sufficient to pay

                                    (A) all overdue interest (and Liquidated
            Damages, if any) on all Securities,

                                    (B) the principal of (and premium, if any,
            applicable to) any Securities which would become due otherwise than
            by such declaration of acceleration, and interest thereon at the
            rate borne by the Securities,

                                    (C) to the extent that payment of such
            interest is lawful, interest upon overdue interest (and Liquidated
            Damages, if any) at the rate borne by the Securities,


                                       45
<PAGE>   54
                                    (D) all sums paid or advanced by the Trustee
            hereunder and the compensation, expenses, disbursements and advances
            of the Trustee, its agents and counsel, and

                             (2) all Events of Default, other than the
      non-payment of amounts which have become due solely by such declaration of
      acceleration, have been cured or waived as provided in Section 6.12.

Notwithstanding the previous sentence of this Section 6.2, no waiver shall be
effective for any Event of Default or event which with notice or lapse of time
or both would be an Event of Default with respect to any covenant or provision
which cannot be modified or amended without the consent of the Holder of each
outstanding Security, unless all such affected Holders agree, in writing, to
waive such Event of Default or other event. No such waiver shall cure or waive
any subsequent default or impair any right consequent thereon.

            Section 3 Collection of Indebtedness and Suits for Enforcement by
Trustee.

            The Company covenants that if an Event of Default in payment of
principal, premium, or interest (and Liquidated Damages, if any) specified in
Section 6.1(i) or (ii) occurs and is continuing, the Company shall, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal, premium
(if any) and interest (and Liquidated Damages, if any), and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) and on any overdue interest (and Liquidated
Damages, if any), at the rate borne by the Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including compensation to, and 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 and as trustee of an express trust in favor of the
Holders, 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 or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, 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 by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, 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.


                                       46
<PAGE>   55
            Section 4 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 upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
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 or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise to take any and
all actions under the TIA, including

                        (i) to file and prove a claim for the whole amount of
      principal (and premium, if any) and interest (and Liquidated Damages, if
      any) owing and unpaid in respect of the Securities 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
      agent and counsel) and of the Holders allowed in such judicial proceeding,
      and

                        (ii) to collect and receive any moneys or other property
      payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other 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 to 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 7.7.

            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 Securities
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 5 Trustee May Enforce Claims Without Possession of
Securities.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust in favor of the Holders, and any
recovery of judgment shall, after provision for the payment of compensation to,
and expenses, disbursements and advances of the Trustee, its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.


                                       47
<PAGE>   56
            Section 6 Priorities.

            Subject to Article XII, any money collected by the Trustee pursuant
to this Article VI 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, premium (if any) or interest (and Liquidated Damages, if any),
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

            FIRST: To the Trustee in payment of all amounts due pursuant to
Section 7.7;

            SECOND: To the Holders in payment of the amounts then due and unpaid
for principal of, premium (if any) and interest (and Liquidated Damages, if any)
on, the Securities 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 Securities for principal,
premium (if any) and interest (and Liquidated Damages, if any), respectively;
and

            THIRD: To whomsoever may be lawfully entitled thereto, the
remainder, if any.

            Section 7 Limitation on Suits.

            No Holder of any Security shall have any right to order or direct
the Trustee 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

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

                                    (B) the Holders of not less than 25% in
            principal amount of then outstanding Securities shall have made
            written request to the Trustee to institute proceedings in respect
            of such Event of Default in its own name as Trustee hereunder;

                                    (C) such Holder or Holders have offered to
            the Trustee reasonable security or indemnity against the costs,
            expenses and liabilities to be incurred or reasonably probable to be
            incurred in compliance with such request;

                                    (D) the Trustee for 60 days after its
            receipt of such notice, request and offer of indemnity has failed to
            institute any such proceeding; and

                                    (E) no direction inconsistent with such
            written request has been given to the Trustee during such 60-day
            peri-


                                       48
<PAGE>   57
            od by the Holders of a majority in principal amount of the
            outstanding Securities;

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 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, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

            Section 8 Unconditional Right of Holders to Receive Principal,
Premium and Interest.

            Notwithstanding any other provision of this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and premium (if any) and interest (and
Liquidated Damages, if any) on, such Security on the Maturity Dates or Interest
Payment Dates, as applicable, of such payments as expressed in such
Security (in the case of redemption, the Redemption Price on the Redemption
Date; in the case of a Change of Control, the Change of Control Purchase Price,
on the Change of Control Purchase Date; and in the case of an Asset Sale, the
Asset Sale Offer Price on the relevant purchase date); and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

            Section 9 Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in Section 2.7, 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 10 Delay or Omission Not Waiver.

            No delay or omission by the Trustee or by any Holder of any Security
to exercise any right or remedy arising upon any Event of Default shall impair
the exercise of any such right or remedy or constitute a waiver of any such
Event of Default. Every right and remedy given by this Article VI 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.


                                       49
<PAGE>   58
            Section 11  Control by Holders.

            The Holder or Holders of a majority in aggregate principal amount of
then outstanding Securities 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 upon the Trustee, provided, that

                             (1) such direction shall not be in conflict with
      any rule of law or with this Indenture,

                             (2) the Trustee shall not determine that the action
      so directed would be unjustly prejudicial to the Holders not taking part
      in such direction, and

                             (3) the Trustee may take any other action deemed
      proper by the Trustee which is not inconsistent with such direction.

            Section 12 Waiver of Past Default.

            Subject to Section 6.8, the Holder or Holders of not less than a
majority in aggregate principal amount of the outstanding Securities may, by
written notice to the Trustee on behalf of all Holders, prior to the declaration
of the maturity of the Securities, waive any past default hereunder and its
consequences, except a default

                                    (A) in the payment of the principal of,
            premium, if any, or interest (and Liquidated Damages, if any) on,
            any Security as specified in clauses (i) and (ii) of Section 6.1, or

                                    (B) in respect of a covenant or provision
            hereof which, under Article IX, cannot be modified or amended
            without the consent of the Holder of each outstanding Security
            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 impair the exercise of any right arising therefrom.

            Section 13 Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for


                                       50
<PAGE>   59
any action taken, suffered or omitted to be taken by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 6.13
shall not apply to any suit instituted by the Company, to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in aggregate principal amount of the outstanding
Securities, or to any suit instituted by any Holder for enforcement of the
payment of principal of, or premium (if any) or interest (and Liquidated
Damages, if any) on, any Security on or after the Maturity Date of such
Security.

            Section 14 Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture 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 case, subject to any
determination in such proceeding, the Company, the Guarantors, 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.


                                   ARTICLE VII

                                     TRUSTEE

            The Trustee hereby accepts the trust imposed upon it by this
Indenture and covenants and agrees to perform the same, as herein expressed.

            Section 1 Duties of Trustee.

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

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

                             (1) The Trustee need perform only those duties as
      are specifically set forth in this Indenture and no others, and no
      covenants or obligations shall be implied in or read into this Indenture
      which are adverse to the Trustee.


                                       51
<PAGE>   60
                             (2) In the absence of bad faith on its part, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Trustee and conforming to the requirements of
      this Indenture. However, in the case of any such certificates or opinions
      which by any provision hereof are specifically required to be furnished to
      the Trustee, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

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

                        (i) This paragraph does not limit the effect of
      subsection (b) of this Section 7.1.

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

                        (iii) The Trustee shall not be liable with respect to
      any action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to Section 6.12.

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

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section
7.1.

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

            Section 2 Rights of Trustee.

            Subject to Section 7.1:

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


                                       52
<PAGE>   61
                  (b) Before the Trustee acts or refrains from acting, it may
consult with counsel of its selection and may require an Officers' Certificate
or an Opinion of Counsel, which shall conform to Sections 12.4 and 12.5. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such certificate or opinion.

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

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

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

                  (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

                  (g) Except with respect to Section 4.1, the Trustee shall have
no duty to inquire as to the performance of the Company's covenants in Article
IV hereof. In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Sections 6.1(i), 6.1(ii) and 4.1, or (ii) any Default or Event of Default of
which the Trustee shall have received written notification or obtained actual
knowledge.

            Section 3 Individual Rights of Trustee.

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

            Section 4 Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities and it shall not be accountable for the
Company's use of the proceeds from the


                                       53
<PAGE>   62
Securities, and it shall not be responsible for any statement in the Securities
(other than the Trustee's certificate of authentication) or for the use or
application of any funds received by a Paying Agent other than the Trustee.

            Section 5 Notice of Default.

            If a Default or an Event of Default occurs and is continuing and if
it is actually known to the Trustee, the Trustee shall mail to each
Securityholder notice of the uncured Default or Event of Default within 90 days
after such Default or Event of Default occurs. Except in the case of a Default
or an Event of Default in payment of principal (or premium, if any) of, or
interest (and Liquidated Damages, if any) on, any Security (including the
payment of the Change of Control Purchase Price on the Change of Control
Purchase Date, the Redemption Price on the Redemption Date, and the Asset Sale
Offer Price on the relevant purchase date), the Trustee may withhold the notice
if and so long as a Trust Officer in good faith determines that with holding the
notice is in the interest of the Securityholders.

            Section 6 Reports by Trustee to Holders.

            If required by law, within 60 days after each January 31 beginning
with the January 31 following the date of this Indenture, the Trustee shall mail
to each Securityholder a brief report dated as of such January 31 that complies
with TIA Section 313(a). If required by law, the Trustee also shall comply with
TIA Sections 313(b) and 313(c).

            The Company shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automatic quotation system.

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

            Section 7 Compensation and Indemnity.

            The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for its services. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances
incurred or made by it. Such expenses shall include the reasonable compensation,
disbursements, fees and expenses of the Trustee's agents, accountants, experts
and counsel.

            The Company shall indemnify the Trustee (in its capacity as Trustee,
Registrar and Paying Agent) and each of its officers, directors,
attorneys-in-fact and agents for, and hold it harmless against, any claims,
loss, damage, demand, fee, expense (including but not limited to reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel),
loss or


                                       54
<PAGE>   63
liability incurred by them without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of this trust and
their rights or duties hereunder including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall provide reasonable cooperation at the Company's expense in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel; provided, that the Company will not be
required to pay such fees and expenses if they assume the Trustee's defense and
there is no conflict of interest between the Company and the Trustee in
connection with such defense. The Company need not pay for any settlement made
without its written consent. The Company need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.

            To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all assets held or
collected by the Trustee, in its capacity as Trustee, except assets held in
trust to pay principal and premium, if any, of or interest (and Liquidated
Damages, if any) on particular Securities.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.1(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            The Company's obligations under this Section 7.7 and any lien
arising hereunder shall survive the resignation or removal of the Trustee, the
discharge of the Company's obligations pursuant to Article VIII of this
Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.

            Section 8 Replacement of Trustee.

            The Trustee may resign by so notifying the Company in writing. The
Holder or Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Company and the Trustee in
writing and may appoint a successor trustee with the Company's consent. The
Company may remove the Trustee if:

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

                             (2) the Trustee is adjudged bankrupt or insolvent;

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

                             (4) the Trustee becomes incapable of acting.


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<PAGE>   64
            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holder or
Holders of a majority in principal amount of the Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the Trustee provided for in Section 7.7 have
been paid, the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided in Section 7.7,
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder.

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

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

            Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.

            Section 9 Successor Trustee by Merger, Etc.

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

            Section 10 Eligibility; Disqualification.

            The Trustee shall at all times satisfy the requirements of TIA
Section 310(a)(1) and TIA Section 310(a)(5). The Trustee shall have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b).


                                       56
<PAGE>   65
            Section 11 Preferential Collection of Claims against Company.

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


                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

            Section 1 Option to Effect Legal Defeasance or Covenant Defeasance.

            The Company may, at its option at any time, elect to have Section
8.2 or Section 8.3 applied to all outstanding Securities upon compliance with
the conditions set forth below in this Article VIII.

            Section 2 Legal Defeasance and Discharge.

            Upon the Company's exercise under Section 8.1 of the option
applicable to this Section 8.2, the Company and the Guarantors shall be deemed
to have been discharged from their respective obligations with respect to all
outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.5 and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all their other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of out standing Securities to receive solely from the trust fund
described in Section 9.4, and as more fully set forth in such section, payments
in respect of the principal of, premium, if any, and interest (and Liquidated
Damages, if any) on such Securities when such payments are due, (b) the
Company's obligations with respect to such Securities under Sections 2.4, 2.6,
2.7, 2.10 and 4.2, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (d)
this Article VIII. Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2 notwithstanding the prior exercise
of its option under Section 8.3 with respect to the Securities.

            Section 3 Covenant Defeasance.

            Upon the Company's exercise under Section 8.1 of the option
applicable to this Section 8.3, the Company shall be released from its
obligations under the covenants contained in Sections 4.3, 4.6, 4.7, 4.9, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and 4.19, Article V and


                                       57
<PAGE>   66
Article X with respect to the outstanding Securities on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Securities shall thereafter be deemed not "outstanding" for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Securities, the Company need not 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, but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.
In addition, upon the Company's exercise under Section 8.1 of the option
applicable to this Section 8.3, Sections 6.1(iii) through 6.1(ix) shall not
constitute Events of Default.

            Section 4 Conditions to Legal or Covenant Defeasance.

            The following shall be the conditions to the application of either
Section 8.2 or Section 8.3 to the outstanding Securities:

                  (a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 who shall agree to comply with the provisions of this Article VIII
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to the benefit of the Holders of such Securities, (a) cash in an amount, or (b)
U.S. Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, cash in an amount, or (c)
a combination thereof, in such amounts, as in each case will be sufficient, in
the opinion of a nationally recognized firm of independent public accounts
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge the principal of, premium, if any, and interest (and Liquidated
Damages, if any) on the outstanding Securities on the stated maturity or on the
applicable redemption date, as the case may be, of such principal or installment
of principal, premium, if any, or interest (and Liquidated Damages, if any);
provided that the Trustee shall have been irrevocably instructed to apply such
cash and the proceeds of such U.S. Government Obligations to said payments with
respect to the Securities.

                  (b) In the case of an election under Section 8.2, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably satisfactory to Trustee confirming that (A) Company has received
from, or there has been published by the Internal Revenue Service, a ruling or
(B) since the date hereof, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the outstanding Securities
will not recognize income, gain or loss for Federal income tax purposes as a
result of such Legal Defeasance and will be subject to Federal


                                       58
<PAGE>   67
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

                  (c) In the case of an election under Section 8.3, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee to the effect that the Holders of the
outstanding Securities will not recognize income, gain or loss for Federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to Federal income tax in the same amount, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;

                  (d) No Default or Event of Default with respect to the
Securities shall have occurred and be continuing on the date of such deposit or,
in so far as Section 6(v) and Section 6(vi) concerned, at any time in the period
ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period);
                  (e) Such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company or
any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;

                  (f) In the case of an election under either Section 8.2 or
8.3, the Company shall have delivered to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of such Securities over any other creditors of the
Company or with the intent of defeating, hindering, delaying or defrauding any
other creditors of the Company or others; and

                  (g) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that the
conditions precedent provided for, in the case of the Officers' Certificate,
clauses (a) through (f) of this Section 8.4 and, in the case of the Opinion of
Counsel, clauses (a) (with respect to the validity and perfection of the
security interest), (b), (c) and (e) of this Section have been complied with.

            Section 5 Deposited Cash and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.

            Subject to Section 8.6, all cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant
to Section 8.4 in respect of the outstanding Securities shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent
as the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium, if any, and interest
(and Liquidated Damages, if any), but such money need not be segregated from
other funds except to the extent required by law.


                                       59
<PAGE>   68
            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.4 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of outstanding Securities.

            Section 6 Repayment to Company.

            Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any cash or U.S. Government Obligations held by it as provided in
Section 8.4 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereto delivered to the
Trustee (which may be the opinion delivered under Section 8.4(a)), are in excess
of the amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

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

            Section 7 Reinstatement.

            If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3
until such time as the Trustee or Paying Agent is permitted to apply such money
in accordance with Section 8.2 and 8.3, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium, if any, or
interest (and Liquidated Damages, if any) on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the Cash held by
the Trustee or Paying Agent.


                                   ARTICLE IX


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<PAGE>   69
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

            Section 1 Supplemental Indentures Without Consent of Holders.

            Without the consent of any Holder, the Company or any Guarantor,
when authorized by Board Resolutions, and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                             (1) to cure any ambiguity, defect, or
      inconsistency, or to make any other provisions with respect to matters or
      questions arising under this Indenture which shall not be inconsistent
      with the provisions of this Indenture, provided such action pursuant to
      this clause (1) shall not adversely affect the interests of any Holder in
      any respect;

                             (2) to add to the covenants of the Company for the
      benefit of the Holders, or to surrender any right or power herein
      conferred upon the Company or to make any other change that does not
      adversely affect the rights of any Holder; provided, that the Company has
      delivered to the Trustee an Opinion of Counsel stating that such change
      does not adversely affect the rights of any Holder;

                             (3) to provide for additional Guarantors of the
      Securities;

                             (4) to evidence the succession of another person to
      the Company, and the assumption by any such successor of the obligations
      of such Company, herein and in the Securities in accordance with Article
      V; or

                             (5) to comply with the TIA.

            Section 2 Amendments, Supplemental Indentures and Waivers with
Consent of Holders.

            Subject to Section 6.8 and the last sentence of this paragraph, with
the consent of the Holders of not less than a majority in aggregate principal
amount of then outstanding Securities, by written act of said Holders delivered
to the Company and the Trustee, the Company and any Guarantor, when authorized
by Board Resolutions, and the Trustee may amend or supplement this Indenture or
the Securities or enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or the Securities or of modifying in any
manner the rights of the Holders under the this Indenture or the Securities;
provided that no such modification may without the consent of Holders of at
least 66-2/3% in aggregate principal amount of Securities at the time
outstanding


                                       61
<PAGE>   70
modify the provisions (including the defined terms used therein) of Sections
4.13 and 10.1 in a manner adverse to the Holders. Subject to Section 6.8 and the
last sentence of this paragraph, the Holder or Holders of a majority, in
principal amount of then outstanding Securities may waive compliance by the
Company or any Guarantor with any provision of this Indenture or the Securities.
Notwithstanding the foregoing provisions of this Section 9.2, without the
consent of each Holder affected thereby, no such amendment, supplemental
indenture or waiver shall:

                             (1) reduce the percentage of principal amount of
      Securities whose Holders must consent to an amendment, supplement or
      waiver of any provision of this Indenture or the Securities;

                             (2) reduce the rate or extend the time for payment
      of interest (and Liquidated Damages, if any) on any Security;

                             (3) reduce the principal amount of any Security, or
      reduce the Change of Control Purchase Price or the Asset Sale Offer Price;

                             (4) change the Stated Maturity of any Security;

                             (5) alter the redemption provisions of Article III
      in a manner adverse to any Holder;

                             (6) make any changes in the provisions concerning
      waivers of Defaults or Events of Default by Holders of the Securities
      (except to increase any percentage of Securities required to consent to a
      waiver or to provide that certain other provisions of the Indenture cannot
      be modified or waived without the consent of the Holder of each
      outstanding Security affected thereby) or the rights of Holders to recover
      the principal or premium of, interest (and Liquidated Damages, if any) on,
      or redemption payment with respect to, any Security;

                             (7) make any changes in Section 6.8, 6.12 or this
      third sentence of this Section 9.2; or

                             (8) make the principal of, or the interest (and
      Liquidated Damages, if any) on, any Security payable with anything or at
      anywhere other than as provided for in this Indenture and the Securities
      as in effect on the date hereof; or

                             (9) make the Securities or Guarantees further
      subordinated in right of payment to any extent or under any circumstances
      to any other indebtedness.


                                       62
<PAGE>   71
            It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

            After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

            After an amendment, supplement or waiver under this Section 9.2 or
9.4 becomes effective, it shall bind each Holder.

            In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

            Section 3 Compliance with TIA.

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

            Section 4 Revocation and Effect of Consents.

            Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of his Security by written notice to
the Company or the person designated by the Company as the person to whom
consents should be sent if such revocation is received by the Company or such
person before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

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


                                       63
<PAGE>   72
            After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1) through (9) of Section 9.2, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided, that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal and premium of and interest (and Liquidated Damages, if any) on a
Security, on or after the respective dates set for such amounts to become due
and payable expressed in such Security, or to bring suit for the enforcement of
any such payment on or after such respective dates.

            Section 5 Notation on or Exchange of Securities.

            If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee or require the Holder to put an appropriate notation on the
Security. The Trustee may place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue,
the Guarantors shall endorse and the Trustee shall authenticate a new Security
that reflects the changed terms. Any failure to make the appropriate notation or
to issue a new Security shall not affect the validity of such amendment,
supplement or waiver.

            Section 6 Trustee to Sign Amendments, Etc.

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


                                    ARTICLE X

                           RIGHT TO REQUIRE REPURCHASE

            Section 1 Repurchase of Securities at Option of the Holder upon
Change of Control.

                  (a) In the event that a Change of Control occurs, each Holder
of Securities shall have the right, at such Holder's option, pursuant to an
irrevocable and unconditional offer by the Company (the "Change of Control
Offer"), to require the Company to repurchase all or any part of such Holder's
Securities (provided, that the principal amount of such Securities must be
$1,000 or an integral multiple thereof) on the date that (the "Change of Control
Purchase Date") is no later


                                       64
<PAGE>   73
than 35 Business Days after the occurrence of such Change of Control, at a cash
price equal to 101% of the principal amount thereof (the "Change of Control
Purchase Price"), together with accrued and unpaid interest and Liquidated
Damages, if any, to the Change of Control Purchase Date.

                  (b) In the event that, pursuant to this Section 10.1, the
Company shall be required to commence a Change of Control Offer, the Company
shall follow the procedures set forth in this Section 10.1 as follows:

                             (1) the Change of Control Offer shall commence
      within 10 Business Days following the Change of Control;

                             (2) the Change of Control Offer shall remain open
      for 20 Business Days following its commencement (the "Change of Control
      Offer Period");

                             (3) within 5 Business Days following the expiration
      of the Change of Control Offer Period, the Company shall purchase all
      property tendered Securities at the Change of Control Purchase Price, plus
      accrued interest (and Liquidated Damages, if any);

                             (4) if the Change of Control Purchase Date is on or
      after an interest payment record date and on or before the related
      interest payment date, any accrued interest (and Liquidated Damages, if
      any) will be paid to the Person in whose name a Security is registered at
      the close of business on such record date, and no additional interest will
      be payable to Securityholders who tender Securities pursuant to the Change
      of Control Offer;

                             (5) the Company shall use its best efforts to
      provide the Trustee with notice of the Change of Control Offer at least 5
      Business Days before the commencement of any Change of Control Offer; and

                             (6) on or before the commencement of any Change of
      Control Offer, the Company or the Trustee (upon the request and at the
      expense of the Company) shall send, by first-class mail, a notice to each
      of the Securityholders, which (to the extent consistent with this
      Indenture) shall govern the terms of the Change of Control Offer and shall
      state:

                             (i) that the Change of Control Offer is being made
            pursuant to this Section 10.1 and that all Securities, or portions
            thereof, tendered will be accepted for payment;


                                       65
<PAGE>   74
                             (ii) the Change of Control Purchase Price
            (including the amount of accrued but unpaid interest (and Liquidated
            Damages, if any)) and the Change of Control Purchase Date;

                             (iii) that any Security, or portion thereof, not
            tendered or accepted for payment will continue to accrue interest;

                             (iv) that, unless the Company defaults in
            depositing cash with the Paying Agent in accordance with the last
            paragraph of this subsection (b), or such payment is prevented for
            any reason, any Security, or portion thereof, accepted for payment
            pursuant to the Change of Control Offer shall cease to accrue
            interest after the Change of Control Purchase Date;

                             (v) that Holders electing to have a Security, or
            portion thereof, purchased pursuant to a Change of Control Offer
            will be required to surrender the Security, with the form entitled
            "Option of Holder to Elect Purchase" on the reverse of the Security
            completed, to the Paying Agent (which may not for purposes of this
            Section 10.1, notwithstanding anything in this Indenture to the
            contrary, be the Company or any Affiliate of the Company) at the
            address specified in the notice prior to the expiration of the
            Change of Control Offer;

                             (vi) that Holders will be entitled to withdraw
            their election, in whole or in part, if the Paying Agent receives,
            prior to the expiration of the Change of Control Offer, a facsimile
            transmission or letter setting forth the name of the Holder, the
            principal amount of the Securities the Holder is withdrawing and a
            statement containing a facsimile signature and stating that such
            Holder is withdrawing his election to have such principal amount of
            Securities purchased; and

                             (vii) a brief description of the events resulting
            in such Change of Control.

            On or before the Change of Control Purchase Date, the Company shall
(i) accept for payment Securities or portions thereof properly tendered pursuant
to the Change of Control Offer prior to the expiration of the Change of Control
Offer, (ii) deposit with the Paying Agent cash sufficient to pay the Change of
Control Purchase Price (together with accrued and unpaid interest and Liquidated
Damages, if any) of all Securities so tendered and (iii) deliver to the Trustee
Securities so accepted together with an Officers' Certificate listing the
Securities or portions thereof being purchased by the Company. The Paying Agent
shall promptly pay the Holders of Securities so accepted an amount equal to the
Change of Control Purchase Price (together with accrued and unpaid interest and
Liquidated Damages, if any), and the Trustee shall promptly authenticate and
deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the


                                       66
<PAGE>   75
Security surrendered. Any Securities not so accepted shall promptly be delivered
by the Company to the Holder thereof. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Purchase Date.

            Any Change of Control Offer shall be made in compliance with all
applicable laws, rules and regulations, including, if applicable, Regulation 14E
under the Exchange Act and the rules thereunder and all other applicable Federal
and state securities laws. To the extent that the provisions of any securities
laws or regulations conflict with the terms hereof, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under the Indenture or the Securities by virtue
thereof.

                                   ARTICLE XI

                                   GUARANTEES

            Section 1 Guarantees.

                  (a) In consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each of the Guarantors
hereby irrevocably and unconditionally guarantees, jointly and severally, on a
senior subordinated basis (the "Guarantee") to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Securities or the obligations of the Company under this Indenture or the
Securities, that: (w) the principal and premium (if any) of and interest (and
Liquidated Damages, if any) on the Securities will be paid in full when due,
whether at the maturity or interest payment date, by acceleration, call for
redemption, upon an Change of Control Offer, an Asset Sale Offer or otherwise;
(x) all other obligations of the Company to the Holders or the Trustee under
this Indenture or the Securities will be promptly paid in full or performed, all
in accordance with the terms of this Indenture and the Securities; and (y) in
case of any extension of time of payment or renewal of any Securities or any of
such other obligations, they will be paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration, call for redemption, upon an Offer to Purchase or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, each
Guarantor shall be obligated to pay the same before failure so to pay becomes an
Event of Default.

                  (b) Each Guarantor hereby agrees that its obligations with
regard to this Guarantee shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstances that might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
the any right to require a proceeding first against the Company or right to
require the prior disposition of the assets of the Company to meet its


                                       67
<PAGE>   76
obligations, protest, notice and all demands whatsoever and covenants that this
Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities and this Indenture.

                  (c) If any Holder or the Trustee is required by any court or
otherwise to return to either the Company or any Guarantor, or any Custodian,
Trustee, or similar official acting in relation to either the Company or such
Guarantor, any amount paid by either the Company or such Guarantor to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Guarantor agrees that it will
not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between
such Guarantor, on the one hand, and the Holders and the Trustee, on the other
hand, (i) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Section 6.2 for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration as to the
Company of the obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of those obligations as provided in Section 6.2,
those obligations (whether or not due and payable) will forthwith become due and
payable by each of the Guarantors for the purpose of this Guarantee.

                  (d) Each Guarantor and by its acceptance of a Security issued
hereunder each Holder hereby confirms that it is the intention of all such
parties that the guarantee by such Guarantor set forth in Section 11.1(a) not
constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar Federal or state law. To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under its guarantee set forth in Section 11.1(a) shall be limited to
the maximum amount as will, 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 the
following paragraph of this Section 11.1(d), result in the obligations of such
Guarantor under such guarantee not constituting such a fraudulent transfer or
conveyance.

            Each Guarantor that makes any payment or distribution under Section
11.1(a) shall be entitled to a contribution from each other Guarantor equal to
its Pro Rata amount of such payment or distribution so long as the exercise of
such right does not impair the rights of the Holders under the Guarantees. For
purposes of the foregoing, the "Pro Rata amount" of any Guarantor means the
percentage of the net assets of all Guarantors held by such Guarantor,
determined in accordance with GAAP.

            Section 2 Execution and Delivery of Guarantee.

            To evidence its Guarantee set forth in Section 11.1, each Guarantor
agrees that a notation of such Guarantee substantially in the form annexed
hereto as Exhibit B shall be endorsed


                                       68
<PAGE>   77
on each Security authenticated and delivered by the Trustee and that this
Indenture shall be executed on behalf of such Guarantor by two Officers or an
Officer and an Assistant Secretary by manual or facsimile signature.

            Each Guarantor agrees that its Guarantee set forth in Section 11.1
shall remain in full force and effect and apply to all the Securities
notwithstanding any failure to endorse on each Security a notation of such
Guarantee.

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

            The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of each Guarantor.

            Section 3 Certain Bankruptcy Events.

            Each Guarantor hereby covenants and agrees that in the event of the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company, such Guarantor shall not file (or join in any filing of), or otherwise
seek to participate in the filing of, any motion or request seeking to stay or
to prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the United States Bankruptcy Code or otherwise.

            Section 4 Limitation on Merger, Consolidation, Etc. of Guarantors.

            No Guarantor shall consolidate or merge with or into (whether or not
such Guarantor is the surviving person) another person unless (i) subject to the
provisions of the following paragraph, the person formed by or surviving any
such consolidation or merger (if other than such Guarantor, another Guarantor or
the Company) assumes all the obligations of such Guarantor pursuant to a
supplemental indenture in form reasonably satisfactory to the Trustee, pursuant
to which such person shall unconditionally guarantee, on a senior basis, all of
such Guarantor's obligations under such Guarantor's guarantee and the Indenture
on the terms set forth in the Indenture; and (ii) immediately before and
immediately after giving effect to such transaction on a pro forma basis, no
Default or Event of Default shall have occurred or be continuing.

            Notwithstanding the foregoing, upon the sale or disposition (whether
by merger, stock purchase, asset sale or otherwise) by a Guarantor of all or
substantially all of its assets to an entity which is not a Guarantor, which
transaction is otherwise in compliance with the Indenture (including, without
limitation, the provisions of Section 4.13), such Guarantor will be deemed
released from its obligations under its Guarantee of the Securities; provided,
however, that any such termination shall occur only to the extent that all
obligations of such Guarantor under all of its guarantees of, and


                                       69
<PAGE>   78
under all of its pledges of assets or other security interests which secure, any
Indebtedness of either Company or any of their Subsidiaries shall also terminate
upon such release, sale or transfer.

            Section 5 Future Guarantors.

            Upon the acquisition by the Company or any Guarantor of the Capital
Stock of any person, if, as a result of such acquisition, such Person becomes a
Subsidiary, such Subsidiary shall fully and unconditionally guarantee on a
senior subordinated basis the obligations of the Company with respect to payment
and performance of the Securities and the other obligations of the Company
under this Indenture to the same extent that such obligations are guaranteed by
the other Guarantors pursuant to Section 11.1; and, within 60 days of the date
of such occurrence, such Subsidiary shall execute and deliver to the Trustee a
supplemental indenture making such Subsidiary a party to this Indenture.
Notwithstanding the foregoing, such Subsidiary shall not be required to
guarantee the Securities if such Guarantee is not required pursuant to Section
4.16.


                                   ARTICLE XII


                                  MISCELLANEOUS

            Section 1 TIA Controls.

            If any provision of this Indenture limits, qualifies, or conflicts
with the duties imposed by operation of the TIA, the imposed duties, upon
qualification of this Indenture under the TIA, shall control.

            Section 2 Notices.

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

            if to the Company or any Guarantor:

                  Employee Solutions, Inc.
                  6225 N. 24th Street
                  Phoenix, Arizona  85016
                  Attention:  Paul M. Gales, General Counsel
                  Telephone: (602) 955-5556
                  Telecopy:  (602) 955-1235

            with a copy to:


                                       70
<PAGE>   79
                  Kenneth V. Hallett
                  Quarles & Brady
                  411 East Wisconsin Avenue
                  Milwaukee, Wisconsin  53202
                  Telephone: (414) 277-5345
                  Telecopy:  (414) 271-3552

            if to the Trustee:

                  The Huntington National Bank
                  41 S. High Street - HC 1112
                  Columbus, Ohio  43215
                  Attention: Corporate Trust
                  Telephone: (614) 480-4897
                  Telecopy:  (614) 480-5223

            The Company, the Guarantors or the Trustee by notice to each other
party may designate additional or different addresses as shall be furnished in
writing by such party. Any notice or communication to the Company, the
Guarantors or the Trustee shall be deemed to have been given or made as of the
date so delivered, if personally delivered; when receipt is acknowledged, if
telecopied; and 5 Business Days after mailing if sent by registered or certified
mail, postage prepaid (except that a notice of change of address shall not be
deemed to have been given until actually received by the addressee).

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

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

            Section 3 Communications by Holders with Other Holders.

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

            Section 4 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:


                                       71
<PAGE>   80
                             (1) an Officers' Certificate (in form and substance
      reasonably satisfactory to the Trustee) stating that, in the opinion of
      the signers, all conditions precedent, if any, provided for in this
      Indenture relating to the proposed action have been complied with; and

                             (2) an Opinion of Counsel (in form and substance
      reasonably satisfactory to the Trustee) stating that, in the opinion of
      such counsel, all such conditions precedent have been complied with.

            Section 5  Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

                             (3) a statement that, in the opinion of such
      person, 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 or not, in the
      opinion of each such person, such condition or covenant has been complied
      with; provided, however, that with respect to matters of fact an Opinion
      of Counsel may rely on an Officers' Certificate or certificates of public
      officials.

            Section 6  Rules by Trustee, Paying Agent, Registrar.

            The Trustee may make reasonable rules for action by or at a meeting
of Securityholders. The Paying Agent or Registrar may make reasonable rules for
its functions.

            Section 7  Legal Holidays.

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


                                       72
<PAGE>   81
            Section 8 Governing Law.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY AND EACH GUARANTOR HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN
THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND THE SECURITIES,
AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH
GUARANTOR IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH THEY MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER
JURISDICTION.

            Section 9 No Adverse Interpretation of Other Agreements.

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

            Section 10 No Recourse Against Others.

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

            Section 11 Successors.

            All agreements of the Company and the Guarantors in this Indenture
and the Securities shall bind their successors. All agreements of the Trustee in
this Indenture shall bind its successor.


                                       73
<PAGE>   82
            Section 12 Duplicate Originals.

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

            Section 13 Severability.

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

            Section 14 Table of Contents, Headings, Etc.

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


                                       74
<PAGE>   83
                                    SIGNATURE

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


                                    EMPLOYEE SOLUTIONS, INC.



                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    THE HUNTINGTON NATIONAL BANK,
                                       as Trustee



                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    GUARANTORS:

                                    EMPLOYEE SOLUTIONS-EAST, INC.



                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    EMPLOYEE SOLUTIONS-SOUTHEAST, INC.



                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:
<PAGE>   84
                                    LOGISTICS PERSONNEL CORP.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    TALENT, ENTERTAINMENT AND MEDIA
                                    SERVICES, INC. dba ESI TEAM SERVICES


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    EMPLOYEE SOLUTIONS OF TEXAS, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    EMPLOYEE SOLUTIONS-MIDWEST, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    EMPLOYEE SOLUTIONS-OHIO, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:
<PAGE>   85
                                    ESI-MIDWEST, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    ESI RISK MANAGEMENT AGENCY, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    GCK ENTERTAINMENT SERVICES, INC. dba
                                    ESI TEAM SERVICES


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    ESI AMERICA, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    PHOENIX CAPITAL MANAGEMENT, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:
<PAGE>   86
                                    EMPLOYEE RESOURCES CORPORATION


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    ERC OF INDIANA, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    ERC OF MINN, INC.


                                    By:/s/
                                        ----------------------------------------
                                         Name:
                                         Title:


                                    ERC OF OHIO, INC.


                                    By: /s/
                                        ----------------------------------------
                                         Name:
                                         Title:
<PAGE>   87
                                                                       EXHIBIT A



                               [FORM OF SECURITY]

                            EMPLOYEE SOLUTIONS, INC.

                            10% SENIOR NOTES DUE 2004


            Unless and until it is exchanged in whole or in part for Securities
in definitive form, this Security may not be transferred except as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or 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.(1)

            THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
            ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
            THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE
            OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
            REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
            THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
            MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
            THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
            THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY
            THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
            TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY
            BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
            144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE


--------

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


                                       A-1
<PAGE>   88
                  REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
                  THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO
                  AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
                  RULE 501 (A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT
                  IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
                  ACCOUNT OF ONE OR MORE OTHER INSTITUTIONAL ACCREDITED
                  INVESTORS, IN EACH CASE, HAVING A MINIMUM PURCHASE PRICE OF AT
                  LEAST $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
                  OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
                  VIOLATION OF THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH
                  ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT (AND BASED IN THE CASE OF (d) UPON DELIVERY OF
                  A TRANSFEREE LETTER OF REPRESENTATION AND IN THE CASE OF (b),
                  (c), (d) OR (e), UPON AN OPINION OF COUNSEL IF THE COMPANY OR
                  TRUSTEE SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
                  ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
                  THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
                  THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
                  NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY
                  OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.


                                      A-2
<PAGE>   89
                                                         CUSIP NO.______

No.                                                            $


            Employee Solutions, Inc., an Arizona corporation (the "Company"),
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises, to pay to _____, or
registered assigns, the principal sum of _____ Dollars, on October 15, 2004.

            Interest Payment Dates: April 15 and October 15.

            Record Dates: April 1 and October 1.

            Reference is made to the further provisions of this Security on the
reverse side, which will, for all purposes, have the same effect as if set forth
at this place.

            IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed under its corporate seal.


                                    EMPLOYEE SOLUTIONS, INC.


                                    By:_________________________________________
                                           Name:
                                           Title:


Attest: _______________


                                       A-3
<PAGE>   90
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


            This is one of the Securities described in the within-mentioned
Indenture.



Dated:
                                    __________________________________,
                                    as Trustee



                                    By:______________________________
                                        Authorized Signatory


                                       A-4
<PAGE>   91
                            EMPLOYEE SOLUTIONS, INC.

                            10% SENIOR NOTES DUE 2004


1.  Interest.

            Employee Solutions, Inc., an Arizona corporation (the "Company"),
promises to pay interest on the principal amount of this Security at a rate of
10% per annum. To the extent it is lawful, the Company promises to pay interest
on any interest payment due but unpaid on such principal amount at a rate of 10%
per annum compounded semi-annually.

            The Company will pay interest semi-annually on April 15 and October
15 of each year (each, an "Interest Payment Date"), commencing April 15, 1998.
Interest on the Securities will accrue from the most recent date to which
interest has been paid on the Securities pursuant to the Indenture or, if no
interest has been paid, from October 21, 1997. Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.

2.  Method of Payment.

            The Company shall pay interest (and Liquidated Damages, if any) on
the Securities (except defaulted interest) to the persons who are the registered
Holders at the close of business on the Record Date immediately preceding the
Interest Payment Date. Holders must surrender Securities to a Paying Agent to
collect principal payments. Except as provided below, the Company shall pay
principal and interest (and Liquidated Damages, if any) in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for payment of public and private debts ("Cash"). The Securities will be payable
as to principal, premium and interest (and Liquidated Damages, if any) at the
office or agency of the Securities maintained for such purpose within the City
and State of New York or, at the option of the Company, payment of principal,
premium and interest (and Liquidated Damages, if any) may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest (and Liquidated Damages,
if any) and premium on all Global Securities and all other Securities the
Holders of which shall have provided written wire transfer instructions to the
Company and the Paying Agent.

3.  Paying Agent and Registrar.

            Initially, The Huntington National Bank (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or Co-regis-


                                      A-5
<PAGE>   92
trar without notice to the Holders. The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Paying Agent, Registrar or Co-registrar.

4.  Indenture.

            The Company issued the Securities under an Indenture, dated October
15, 1997 (the "Indenture"), among the Company, the Guarantors named therein and
the Trustee. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act, as in effect on the date of the Indenture. The Securities
are subject to all such terms, and Holders of Securities are referred to the
Indenture and said Act for a statement of them. The Securities are general
unsecured obligations of the Company limited in aggregate principal amount to
$85,000,000.

5.  Redemption.

            Except as provided in this Paragraph 5, the Company shall not have
the right to redeem any Securities. The Securities are redeemable in whole or
from time to time in part at any time on or after October 15, 2001, at the
option of the Company, at the Redemption Price (expressed as a percentage of
principal amount) set forth below, if redeemed during the 12-month period
commencing October 15 of each of the years indicated below, in each case
(subject to the right of Holders of record on the Record Date to receive
interest due on an Interest Payment Date that is on or prior to such Redemption
Date), plus any accrued but unpaid interest (and Liquidated Damages, if any) to
the Redemption Date.

            Year                                  Redemption Price
            ----                                  ----------------
            2001.........................................    105.0%
            2002.........................................    102.5%
            2003 and thereafter..........................    100.0%

            Any redemption of the Securities shall comply with Article III of
the Indenture.

6.  Notice of Redemption.

            Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at his registered address. Securities in denominations
larger than $1,000 may be redeemed in part.


                                      A-6
<PAGE>   93
            Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Securities called for redemption shall
have been deposited with the Paying Agent on such Redemption Date, the
Securities called for redemption will cease to bear interest and the only right
of the Holders of such Securities will be to receive payment of the Redemption
Price, plus any accrued but unpaid interest (and Liquidated Damages, if any) to
the Redemption Date.

7.  Denominations; Transfer; Exchange.

            The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of, or exchange Securities in accordance with, the Indenture. The
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 Registrar need not register the transfer
of or exchange any Securities selected for redemption.

8.  Persons Deemed Owners.

            The registered Holder of a Security may be treated as the owner of
it for all purposes.


9.  Unclaimed Money.

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee and the Paying Agent(s) will pay the money back to
the Company at its written request. After that, all liability of the Trustee
and such Paying Agent(s) with respect to such money shall cease.

10.  Discharge Prior to Redemption or Maturity.

            If the Company at any time deposits into an irrevocable trust with
the Trustee Cash or U.S. Government Obligations sufficient to pay the principal
of and interest (and Liquidated Damages, if any) on the Securities to redemption
or maturity and comply with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Securities (including the financial covenants, but excluding its
obligation to pay the principal of and interest (and Liquidated Damages, if any)
on the Securities).

11.  Amendment; Supplement; Waiver.

            Subject to certain exceptions, the Indenture or the Securities may
be amended or supplemented with the written consent of the Holders of a majority
in aggre-


                                      A-7
<PAGE>   94
gate principal amount of the Securities then outstanding, and any existing
Default or Event of Default or compliance with any provision may be waived with
the consent of the Holders of a majority in aggregate principal amount of the
Securities then out standing. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency, comply with the
TIA or make any other change that does not adversely affect the rights of any
Holder of a Security.

12.  Restrictive Covenants.

            The Indenture imposes certain limitations on the ability of the
Company and its respective Subsidiaries to, among other things, incur additional
Indebtedness and Disqualified Capital Stock, make payments in respect of its
Capital Stock, enter into transactions with Affiliates, incur Liens, merge or
consolidate with any other person and sell, lease, transfer or otherwise dispose
of substantially all of its properties or assets. The limitations are subject to
a number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.

13.  Change of Control.

            In the event there shall occur any Change of Control, each Holder of
Securities shall have the right, at such Holder's option but subject to the
limitations and conditions set forth in the Indenture, to require the Company to
purchase on the Change of Control Purchase Date in the manner specified in the
Indenture, all or any part (in integral multiples of $1,000) of such Holder's
Securities at a cash price equal to 101% of the principal amount thereof,
together with accrued but unpaid interest (and Liquidated Damages, if any) to
the Change of Control Purchase Date.

14.   Certain Asset Sales.

            The Indenture imposes certain limitations on the ability of the
Company to sell assets. In the event the proceeds from a permitted Asset Sale
exceed certain amounts, as specified in the Indenture, the Company generally
will be required either to reinvest the proceeds of such Asset Sale in its
business, use such proceeds to retire debt, or to make an asset sale offer to
purchase a certain amount of each Holder's Securities at 100% of the principal
amount thereof, plus accrued interest, if any, to the purchase date, as more
fully set forth in the Indenture.

15.  Successors.

            When a successor assumes all the obligations of its predecessor
under the Securities and the Indenture, the predecessor will be released from
those obligations.


                                      A-8
<PAGE>   95
16.  Defaults and Remedies.

            If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power.

17.  Trustee Dealings with Company.

            The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its respective Affiliates, and may otherwise deal with the Company or
its Affiliates as if it were not the Trustee.

18.  No Recourse Against Others.

            No direct or indirect stockholder, director, officer or employee, as
such, past, present or future of the Company or any successor corporation shall
have any personal liability in respect of the obligations of the Company or the
Guarantors under the Securities or the Indenture by reason of his status as such
stockholder, director, officer or employee. Each Holder of a Security by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.

19.  Authentication.

            This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this
Security.

20.  Abbreviations and Defined Terms.

            Customary abbreviations may be used in the name of a Holder of a
Security 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).


                                      A-9
<PAGE>   96
21.   CUSIP Numbers.

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

22.   Governing Law.

            The Indenture and the Securities shall be governed by and construed
in accordance with the internal laws of the State of New York.


                                      A-10
<PAGE>   97
                              [FORM OF ASSIGNMENT]


            I or we assign this Security to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type name, address and zip code of assignee)


            Please insert Social Security Number or other identifying number of
assignee________________________________________________________________________

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


Dated:  __________ Signed:______________________________________________________
                                   _____________________________________________
             (Sign exactly as your name appears on the other side of
                                 this Security)

Signature guarantee:________________________________


                                      A-11
<PAGE>   98
                       OPTION OF HOLDER TO ELECT PURCHASE


            If you want to elect to have this Security purchased by the Company
pursuant to Section 4.13 or Article X of the Indenture, check the appropriate
box:

/ / Section 4.13

/ / Article X


            If you want to elect to have only part of this Security purchased by
the Company pursuant to the Indenture, state the principal amount you want to
have purchased: $________



Date:  ________________ Signature:______________________________________________
                                          (Sign exactly as your name appears
                                          on the other side of this Security)

Signature guarantee:__________________________


                                      A-12
<PAGE>   99
                SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES(2)

            The following exchanges of a part of this Global Security for
Definitive Securities have been made:


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





--------

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


                                      A-13
<PAGE>   100
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF
NOTES(3)


Re:   10% SENIOR NOTES DUE 2004 OF EMPLOYEE SOLUTIONS, INC.


This Certificate relates to $______ principal amount of Securities held in / /
(4) book-entry or / / definitive form by _______ (the "Transferor").

The Transferor:

/ /
has requested the Trustee by written order to deliver in exchange for its
beneficial interest in the Global Security held by the Depository a Security or
Securities in definitive, registered form of authorized denominations and an
aggregate principal amount equal to its beneficial interest in such Global
Security (or the portion thereof indicated above); or

/ /
has requested the Trustee by written order to exchange or register the transfer
of a Security or Securities.

In connection with such request and in respect of each such Security, the
Transferor does hereby certify that Transferor is familiar with the Indenture
relating to the above-captioned Securities and as provided in Section 2.6 of
such Indenture, the transfer of this Security does not require registration
under the Securities Act (as defined below) because:(5)

/ /
Such Security is being acquired for the Transferor's own account, without
transfer (in satisfaction of Section 2.6(a)(ii)(A) or Section 2.6(d)(i)(A) of
the Indenture).

--------

3     The following should be included only for Original Notes.

4     Check applicable box.


                                      A-14
<PAGE>   101
/ /
Such Security is being transferred to a "qualified institutional buyer" (as
defined in Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act")) in reliance on Rule 144A (in satisfaction of Section
2.6(a)(ii)(B) or Section 2.6(d)(i)(B) of the Indenture).

/ /

Such Security is being transferred in accordance with (i) Rule 144 or
Regulation S under the Securities Act, (ii) pursuant to an effective
registration statement under the Securities Act, (iii) to an "institutional
accredited investor" within the meaning of Rule 501(A)(1), (2), (3) or (7) under
the Securities Act that is acquiring the Security for its own account, or for
the account of such an institutional accredited investor, in each case in a
minimum principal amount of $100,000, not with a view to or for offer or sale in
connection with any distribution in violation of the Securities Act or (iv) in
reliance on another exemption from registration under the Securities Act (in
satisfaction of Section 2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture).
To effect such transfer, the Registrar or the Company may require delivery of an
Opinion of Counsel and, in case of a transfer pursuant to clause (iii) above,
will require a transferee letter of representation.


                                    ____________________________________________
                                    [INSERT NAME OF TRANSFEROR]



                                    By:_________________________________________




Dated:___________________


                                      A-15
<PAGE>   102
                                                                       EXHIBIT B


                                FORM OF GUARANTEE



            For value received, each of the undersigned hereby irrevocably,
unconditionally guarantees on a senior unsecured basis to the Holder of the
Security upon which this Guarantee is endorsed the due and punctual payment, as
set forth in the Indenture pursuant to which such Security and this Guarantee
were issued, of the principal of, premium (if any) and interest (and Liquidated
Damages, if any) on such Security when and as the same shall become due and
payable for any reason according to the terms of such Security and Article XI of
the Indenture. The Guarantee of the Security upon which this Guarantee is
endorsed will not become effective until the Trustee signs the certificate of
authentication on such Security.



                                          ______________________________________


                                          By:___________________________________

                                          Attest:_______________________________


                                       B-1