<PAGE>   1
                                                                 Exhibit 10.7

                           SPINCYCLE, INC., as Issuer


                                       and


                    NORWEST BANK MINNESOTA, N.A., as Trustee

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

                                    INDENTURE

                           Dated as of April 29, 1998

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

                    $144,990,000 Principal Amount at Maturity

                12-3/4% Senior Discount Notes due 2005, Series A

                12-3/4% Senior Discount Notes due 2005, Series B
<PAGE>   2
           Reconciliation and tie between Trust Indenture Act of 1939,
                         as amended, and this Indenture

<TABLE>
<S>                                                            <C>
Section 310  (a)(1)......................................      6.05, 6.09
             (a)(2)......................................      6.05, 6.09
             (a)(3)......................................      6.05
             (a)(4)......................................      6.05
             (b).........................................      6.05, 6.08, 6.10
Section 311  (a).........................................      6.07
             (b).........................................      6.07
             (c).........................................      Not Applicable
Section 312  (a).........................................      3.05, 7.01
             (b).........................................      7.02
             (c).........................................      7.02
Section 313  (a).........................................      7.03
             (b).........................................      7.03
             (c).........................................      7.03
             (d).........................................      7.03
Section 314  (a).........................................      7.04, 10.09
             (b).........................................      Not Applicable
             (c)(1)......................................      1.04, 4.04, 12.01(c)
             (c)(2)......................................      1.04, 4.04, 12.01(c)
             (c)(3)......................................      13.03, 13.04
             (d).........................................      Not Applicable
             (e).........................................      1.04
Section 315  (a).........................................      6.01(a)
             (b).........................................      6.02
             (c).........................................      6.01(b)
             (d).........................................      6.01(c)
             (e).........................................      5.14
Section  316 (a) (last sentence) ........................      3.14
             (a)(1)(A)...................................      5.12
             (a)(1)(B)...................................      5.13
             (a)(2)......................................      Not Applicable
             (b).........................................      5.08
Section 317  (a)(1)......................................      5.03
             (a)(2)......................................      5.04
             (b).........................................      10.03
Section 318  (a).........................................      1.08
</TABLE>
<PAGE>   3
                                TABLE OF CONTENTS

Exhibit A-1  -  Form of Series A Note
Exhibit A-2  -  Form of Series B Note


                                      -i-
<PAGE>   4
            INDENTURE, dated as of April 29, 1998, between SPINCYCLE, INC., a
corporation incorporated under the laws of the State of Delaware (the
"Company"), as issuer, and NORWEST BANK MINNESOTA, N.A., as trustee (the
"Trustee").

                                    RECITALS

            The Company has duly authorized the creation of an issue of (i)
12-3/4% Senior Discount Notes due 2005, Series A (the "Initial Notes"), and (ii)
12-3/4% Senior Discount Notes due 2005, Series B, to be issued in exchange for
the Initial Notes pursuant to the Registration Rights Agreement (the "Exchange
Notes" and, together with the Initial Notes, the "Notes", treated as a single
class of securities under this Indenture), of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.

            All things necessary have been done to make the Notes, when executed
by the Company, and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company and to make this Indenture a valid
agreement of each of the Company and the Trustee in accordance with the terms
hereof.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders (as hereinafter defined) of the
Notes, as follows:

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            Section 1.01.  Definitions

            "Accreted Value" means, as of any date (the "Specified Date"), the
amount provided below for each $1,000 principal amount at maturity of Notes:

            (i) if the Specified Date occurs on one of the following dates
(each, a "Semi-Annual Accrual Date"), the Accreted Value will equal the amount
set forth below for such Semi-Annual Accrual Date:

<TABLE>
<CAPTION>
SEMI-ANNUAL ACCRUAL DATE                 ACCRETED VALUE
------------------------                 --------------
<S>                                      <C>
November 1, 1998................             734.18

May 1, 1999.....................             780.98

November 1, 1999................             830.77

May 1, 2000.....................             883.73

November 1, 2000................             940.07

May 1, 2001.....................           $1000.00
</TABLE>

            (ii) if the Specified Date occurs before the first Semi-Annual
Accrual Date, the Accreted Value will equal the sum of (a) the original issue
price of a Unit and (b) an amount equal to the product of (1) the Accreted Value
for the first Semi-Annual Accrual Date less such original issue price multiplied
by (2) a fraction, the numerator of which is the number of days from the Issue
Date to the Specified Date, using a 360-day year of twelve 30-day months, and
the denominator of which is the number of days elapsed from the Issue Date to
the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day
months;
<PAGE>   5
                                      -2-


            (iii) if the Specified Date occurs between two Semi-Annual Accrual
Dates, the Accreted Value will equal the sum of (a) the Accreted Value for the
Semi-Annual Accrual Date immediately preceding such Specified Date and (b) an
amount equal to the product of (1) the Accreted Value for the immediately
following Semi-Annual Accrual Date less the Accreted Value for the immediately
preceding Semi-Annual Accrual Date multiplied by (2) a fraction, the numerator
of which is the number of days from the immediately preceding Semi-Annual
Accrual Date to the Specified Date, using a 360-day year of twelve 30-day
months, and the denominator of which is 180; or

            (iv) if the Specified Date occurs after the last Semi-Annual Accrual
Date, the Accreted Value will equal $1,000.

            "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business, (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Restricted Subsidiary or (iii)
Capital Stock constituting a minority interest in any Person that at such time
is a Restricted Subsidiary; provided, however, that any such Restricted
Subsidiary described in clause (ii) or (iii) above is primarily engaged in a
Related Business.

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

            "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger or consolidation (each referred to for the purposes of this definition
as a "disposition"), of (i) any shares of Capital Stock of a Restricted
Subsidiary (other than directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Company or a Restricted
Subsidiary), (ii) all or substantially all the assets of any division or line of
business of the Company or any Restricted Subsidiary, or (iii) any other assets
of the Company or any Restricted Subsidiary outside of the ordinary course of
business of the Company or such Restricted Subsidiary (other than, in the case
of (i), (ii) and (iii) above, (x) a disposition by a Restricted Subsidiary to
the Company or by the Company or a Restricted Subsidiary to a Wholly Owned
Subsidiary and (y) for purposes of the covenant described under Section 10.15
only, a disposition that constitutes a Restricted Payment permitted by Section
10.13 or a disposition specifically excepted from the definition of Restricted
Payment); provided, however, that Asset Disposition shall not include (a) a
transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration less than or equal to
$1.0 million or (b) the sale, lease, conveyance, disposition or other transfer
of all or substantially all of the assets of the Company as permitted under
Article Eight.

            "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing (i)
the sum of the products of the numbers of years from the date of determination
to the dates of each successive scheduled principal payment of such Indebtedness
or redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by (ii) the sum of all such payments.

            "Bankruptcy Law" means Title 11, United States Code or any similar
federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or the law of
<PAGE>   6
                                      -3-


any other jurisdiction relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment
to, succession to or change in any such law.

            "Bankruptcy Order" means any court order made in a proceeding
pursuant to or within the meaning of any Bankruptcy Law, containing an
adjudication of bankruptcy or insolvency, or providing for liquidation,
receivership, winding-up, dissolution, reorganization, or appointing a Custodian
of a debtor or of all or any substantial part of a debtor's property, or
providing for the staying, arrangement, adjustment or composition of
indebtedness or other relief of a debtor.

            "Board of Directors" means the Board of Directors of the Company or
any committee thereof duly authorized to act on behalf of such Board.

            "Board" means the Board of Directors of the Company.

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

            "Business Day" means each day which is not a Legal Holiday.

            "Capital Lease Obligations" means an obligation that is required to
be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

            "Cash Equivalents" means (i) any evidence of Indebtedness (with, for
purposes of Section 10.15 hereof only, a maturity of 365 days or less) issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof or such Indebtedness constitutes a general
obligation of such country); (ii) deposits, certificates of deposit or
acceptances (with, for purposes of Section 10.15 hereof only, a maturity of 365
days or less) of any financial institution that is a member of the Federal
Reserve System, in each case having combined capital and surplus and undivided
profits (or any similar capital concept) of not less than $500.0 million and
whose senior unsecured debt is rated at least "A-1" by S&P or "P-1" by Moody's;
(iii) commercial paper with a maturity of 365 days or less issued by a
corporation (other than an Affiliate of the Company) organized under the laws of
the United States or any State thereof and rated at least "A-1" by S&P or "P-1"
by Moody's; (iv) repurchase agreements and reverse repurchase agreements
relating to marketable direct obligations issued or unconditionally guaranteed
by the United States Government or issued by any agency thereof and backed by
the full faith and credit of the United States Government maturing within 365
days from the date of acquisition; and (v) money market funds which invest
substantially all of their assets in securities of the type described in the
preceding clauses (i) through (iv).

            "Change of Control" has the meaning given such term in Section
10.10 hereof.

            "Code" means the Internal Revenue Code of 1986, as amended.
<PAGE>   7
                                      -4-


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

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by any one of its Chairman of the Board,
its Vice-Chairman, its Chief Executive Officer, its President or a Vice
President, and by its Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and delivered to the Trustee.

            "Consolidated Coverage Ratio" as of any date of determination means
the ratio of (i) 200% of the aggregate amount of EBITDA for the period of the
most recent two consecutive fiscal quarters ending at least 45 days prior to the
date of such determination to (ii) Consolidated Interest Expense for the four
most recent fiscal quarters ending at least 45 days prior to the date of such
determination; provided, however, that (1) if the Company or any Restricted
Subsidiary has Incurred any Indebtedness since the beginning of such period that
remains outstanding or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been Incurred on the first day of such period and the discharge
of any other Indebtedness repaid, repurchased, defeased or otherwise discharged
with the proceeds of such new Indebtedness as if such discharge had occurred on
the first day of such period, (2) if since the beginning of such period the
Company or any Restricted Subsidiary shall have made any Asset Disposition, the
EBITDA for such period shall be reduced by an amount equal to the EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Disposition for such period, or increased by an amount equal to the EBITDA
(if negative) directly attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if
the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of
such Restricted Subsidiary to the extent the Company and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale), (3) if since the beginning of such period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or
an acquisition of assets, including any acquisition of assets occurring in
connection with a transaction requiring a calculation to be made hereunder,
which constitutes all or substantially all of an operating unit of a business,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto (including the Incurrence of any
Indebtedness) as if such Investment or acquisition occurred on the first day of
such period, (4) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Asset Disposition, Investment or acquisition of assets that would
have required an adjustment pursuant to clause (2) or (3) above if made by the
Company or a Restricted Subsidiary during such period, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto as if such Asset Disposition, Investment or acquisition occurred
on the first day of such period. For purposes of this definition, if pro forma
effect is to be given to an acquisition of assets, the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, then the pro
forma calculations shall be determined in good faith by a responsible financial
or accounting officer of the Company. If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, then the interest on such
Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into
account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term in excess of 12 months).


            "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries without
duplication, (i) interest expense attributable to
<PAGE>   8
                                      -5-


Capital Lease Obligations and one-third of the rental expense attributable to
operating leases, (ii) amortization of debt discount and debt issuance costs,
(iii) capitalized interest, (iv) non-cash interest expense, (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, (vi) net costs associated with Hedging
Obligations (including amortization of fees), (vii) Preferred Stock dividends in
respect of all Preferred Stock held by Persons other than the Company or a
Wholly Owned Subsidiary, (viii) interest incurred in connection with Investments
in discontinued operations, and (ix) interest accruing on any Indebtedness of
any other Person to the extent such Indebtedness is Guaranteed by the Company or
any Restricted Subsidiary; provided, however, that there shall not be included
in Consolidated Interest Expense (y) a proportional amount of any of the
foregoing items or other interest expense incurred by a Restricted Subsidiary in
such period to the extent the net income of such Restricted Subsidiary is
excluded in the calculation of Consolidated Net Income pursuant to clause (iii)
of the definition thereof and (z) any fees or debt issuance costs (and any
amortization thereof) payable in connection with the sale of the Notes and the
Units on the Issue Date.

            "Consolidated Net Income" means, for any period, the net income of
the Company and its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income: (i) any net income of any
Person if such Person is not a Restricted Subsidiary, except that (A) subject to
the exclusion contained in clause (iv) below, the Company's equity in the net
income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed by such
Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained in
clause (iii) below) and (B) the Company's equity in a net loss of any such
Person for such period shall be included in determining such Consolidated Net
Income; (ii) any net income (or loss) of any Person acquired by the Company or a
Subsidiary of the Company in a pooling of interests transaction for any period
prior to the date of such acquisition; (iii) any net income of any Restricted
Subsidiary to the extent that such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, except that (A) subject to the exclusion contained in clause (iv)
below, the Company's equity in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Restricted Subsidiary
during such period to the Company or another Restricted Subsidiary as a dividend
or other distribution (subject, in the case of a dividend or other distribution
paid to another Restricted Subsidiary, to the limitation contained in this
clause) and (B) the Company's equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income; (iv) any gain (but not loss) realized upon the sale or other
disposition of any assets of the Company or its consolidated Subsidiaries
(including pursuant to any sale-and-leaseback arrangement) which is not sold or
otherwise disposed of in the ordinary course of business and any gain (but not
loss) realized upon the sale or other disposition of any Capital Stock of any
Person; (v) extraordinary gains or losses; and (vi) the cumulative effect of a
change in accounting principles.

            "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company for which financial statements are available, as
(i) the par or stated value of all outstanding Capital Stock of the Company plus
(ii) paid-in capital or capital surplus relating to such Capital Stock plus
(iii) any retained earnings or earned surplus less (A) any accumulated deficit
and (B) any amounts attributable to Disqualified Stock.

            "Consolidation" means, (i) with respect to the Company, the
consolidation of the accounts of the Restricted Subsidiaries with those of the
Company all in accordance with GAAP; provided that "consolidation" will not
include consolidation of the accounts of any Unrestricted Subsidiary or
Restricted Affiliate with the accounts of the Company and (ii) with respect to
any Restricted Affiliate, the consolidation of the accounts of the Subsidiaries
of such Restricted Affiliate with those of such Restricted Affiliate, all in
accordance with GAAP. The term "consolidated" has a correlative meaning to the
foregoing.
<PAGE>   9
                                      -6-


            "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
principally administered, which office at the date of execution of this
Indenture is located at Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services, or at any other time at
such other address as the Trustee may designate from time to time by notice to
the Noteholders.

            "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement to which
such Person is a party or a beneficiary.

            "Custodian" means any receiver, interim receiver, receiver and
manager, receiver-manager, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law or any other law respecting secured
creditors and the enforcement of their security or any other person with like
powers whether appointed judicially or out of court and whether pursuant to an
interim or final appointment.

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

            "Default Amount" means the Accreted Value, premium, if any, and
accrued and unpaid interest in respect of the Notes.

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

            "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of the Company other than
a director who (i) has any material direct or indirect financial interest in or
with respect to such transaction or series of related transactions or (ii) is an
employee or officer of the Company or an Affiliate that is itself a party to
such transaction or series of transactions or an Affiliate of a party to such
transaction or series of related transactions.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock, or (iii) is redeemable at the option of the holder thereof,
in whole or in part, in each case on or prior to the first anniversary of the
Stated Maturity of the Notes; provided, however, that any Capital Stock that
would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the provisions described under Sections 10.15 and 10.10.

            "EBITDA" for any period means the sum of Consolidated Net Income
plus Consolidated Interest Expense plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) all income tax expense of the
Company, (b) depreciation expense, (c) amortization expense, and (d) all other
non-cash items reducing such Consolidated Net Income (excluding any non-cash
item to the extent it represents an accrual of, or reserve for, cash
disbursement for any subsequent period) less all non-cash items increasing such
Consolidated Net Income (such amount calculated pursuant to this clause (d) not
to be less than zero), in each case for such period. Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization of, a Subsidiary of the Company shall be added to
Consolidated Net Income to compute EBITDA only to the extent (and in the same
proportion) that the net income of such Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be paid as a dividend to the Company by such
Subsidiary without prior approval (that has not been obtained), pursuant
<PAGE>   10
                                      -7-


to the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Subsidiary or its stockholders.

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

            "Exchange Notes" means the 12-3/4% Senior Discount Notes due 2005,
Series B, to be issued in exchange for the Initial Notes pursuant to the
Registration Rights Agreement.

            "Exchange Offer" shall have the meaning specified in the
Registration Rights Agreement.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
(i) in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) in statements and
pronouncements of the Financial Accounting Standards Board, (iii) in such other
statements by such other entity as approved by a significant segment of the
accounting profession, and (iv) in the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.

            "Global Notes" means a permanent global note in registered form
representing the aggregate principal amount of Notes sold in reliance on Rule
144A under the Securities Act.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness of such Person (whether arising by virtue of agreements to
keep-well, to purchase assets, goods, securities or services, to take-or-pay or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Indebtedness
of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part); provided, however, that the term "Guarantee"
shall not include endorsements for collection or deposits in the ordinary course
of business. The term "Guarantee" used as a verb (and the participle formed
therefrom) shall have a correlative meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

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

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for Indebtedness; provided, however, that any Indebtedness of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" shall have
a correlative meaning. The accretion of principal of a non-interest bearing or
other discount security shall be deemed the Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of (A) indebtedness of such Person for money borrowed and (B)
indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable; (ii) all Capital
Lease Obligations of such Person and all Attributable Debt in respect of
Sale/Leaseback Transactions entered into by such Person; (iii) all obligations
of such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such Person and all obligations of such Person
under any title retention agreement (but excluding trade accounts payable
arising in the
<PAGE>   11
                                      -8-


ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in clauses (i)
through (iii) above) entered into in the ordinary course of business of such
Person to the extent such letters of credit are not drawn upon, or, if and to
the extent drawn upon, such drawing is reimbursed no later than the tenth
Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit); (v) the amount of all obligations of
such Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any Subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued dividends); (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee; (vii) all
obligations of the type referred to in clauses (i) through (vi) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such property or assets or the amount of
the obligation so secured; and (viii) to the extent not otherwise included in
this definition, Hedging Obligations of such Person. The amount of Indebtedness
of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent
obligations at such date.

            "Indenture" means this instrument as originally executed (including
all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

            "Indenture Obligations" means the obligations of the Company under
this Indenture or under the Notes, to pay principal of, premium, if any, and
interest on the Notes when due and payable, whether at maturity, by
acceleration, call for redemption or repurchase or otherwise, and all other
amounts due or to become due under or in connection with this Indenture or the
Notes and the performance of all other obligations to the Trustee (including,
but not limited to, payment of all amounts due the Trustee under Section 6.07
hereof) and the Holders of the Notes under this Indenture and the Notes,
according to the terms thereof.

            "Initial Notes" means the 12-3/4% Senior Discount Notes due 2005,
Series A, of the Company.

            "Initial Purchaser" means Credit Suisse First Boston Corporation.

            "interest," when used with respect to any Note, means the amount of
all interest accruing on such Note, including all additional interest payable on
the Notes pursuant to the Registration Rights Agreement and all applicable
Defaulted Interest pursuant to Section 3.07 hereof.

            "Interest Payment Date" means, when used with respect to any Note,
the Stated Maturity of an installment of interest on such Note, as set forth in
such Note.

            "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement or other financial agreement or arrangement designed
solely to protect the Company or any Restricted Subsidiary against fluctuations
in interest rates.

            "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the Person making
the advance or loan) or other extensions of credit (including by way of
Guarantee or similar arrangement) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.
For purposes of the definition of "Unrestricted Subsidiary," the definition of
"Restricted Payment" and Section 10.13, (i) "Investment" shall include the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of any
<PAGE>   12
                                      -9-

Subsidiary of the Company at the time that such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that if such designation is made in
connection with the acquisition of such Subsidiary or the assets owned by such
Subsidiary, the "Investment" in such Subsidiary shall be deemed to be the
consideration paid in connection with such acquisition; provided further,
however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Company shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to
(x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time of such redesignation, and (ii) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value
at the time of such transfer, in each case as determined in good faith by the
Board of Directors.

            "Issue Date" means the date of original issuance of the Notes.

            "Lien" means any mortgage, charge, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

            "Maturity Date" means, with respect to any Note, the date specified
in such Note as the fixed date on which the principal of such Note is due and
payable.

            "Moody's" means Moody's Investors Service, Inc.

            "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to such properties or assets or received in any other
noncash form) in each case net of (i) all legal, title and recording tax
expenses, brokerage commissions, underwriting discounts or commissions or sales
commissions and other reasonable fees and expenses (including, without
limitation, fees and expenses of counsel, accountants and investment bankers)
related to such Asset Disposition or converting to cash any other proceeds
received, and any relocation and severance expenses as a result thereof, and all
Federal, state, provincial, foreign and local taxes required to be accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (ii) all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition or made in order to obtain a necessary consent to such Asset
Disposition or to comply with applicable law, (iii) all distributions and other
payments required to be made to minority interest holders in Subsidiaries or
joint ventures as a result of such Asset Disposition and (iv) appropriate
amounts provided by the seller as a reserve, in accordance with GAAP, against
any liabilities associated with the property or other assets disposed of in such
Asset Disposition and retained by the Company or any Restricted Subsidiary after
such Asset Disposition, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Disposition. Further, with respect to an Asset Disposition by a
Subsidiary which is not a Wholly Owned Subsidiary, Net Available Cash shall be
reduced pro rata for the portion of the equity of such Subsidiary which is not
owned by the Company.

            "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

            "New Credit Agreement" means the Credit Agreement, dated as of April
29, 1998, between the Company, Heller Financial, as agent, and the lenders party
thereto, as such agreement, in whole or in part, may be amended, renewed,
extended, increased (but only so long as such increase is permitted under the
terms of this Indenture), substituted, refinanced, restructured, replaced
(including, without limitation, any successive renewals,
<PAGE>   13
                                      -10-


extensions, increases, substitutions, refinancings, restructurings,
replacements, supplements or other modifications of the foregoing).

            "Non-U.S. Person" has the meaning assigned to such term in
Regulation S.

            "Notes" shall have the meaning specified in the recitals of this
Indenture.

            "Offering Circular" means the Offering Circular dated April 24, 1998
pursuant to which the Notes were offered.

            "Officer" means, with respect to the Company, the Chairman of the
Board, a Vice Chairman, the President, a Vice President, the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer.

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman, the President or a Vice President, and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer, of
the Company and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel who may be
counsel for the Company or the Trustee, and who shall be reasonably acceptable
to the Trustee.

            "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture, except:

            (a)  Notes theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;

            (b) Notes, or portions thereof, for whose payment or redemption
      money in the necessary amount has been theretofore deposited with the
      Trustee or any Paying Agent (other than the Company or any Affiliate
      thereof) in trust or set aside and segregated in trust by the Company or
      any Affiliate thereof (if the Company or such Affiliate shall act as
      Paying Agent) for the Holders of such Notes; provided, however, that if
      such Notes are to be redeemed, notice of such redemption has been duly
      given pursuant to this Indenture or provision therefor satisfactory to the
      Trustee has been made;

            (c) Notes with respect to which the Company has effected defeasance
      or covenant defeasance as provided in Article Four, to the extent provided
      in Sections 4.02 and 4.03 hereof; and

            (d) Notes in exchange for or in lieu of which other Notes have been
      authenticated and delivered pursuant to this Indenture, other than any
      such Notes in respect of which there shall have been presented to the
      Trustee proof satisfactory to it that such Notes are held by a bona fide
      purchaser in whose hands the Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of the Trustee actually knows to
be so owned shall be so disregarded. The Company shall notify the Trustee, in
writing, when it repurchases or otherwise acquires Notes, of the aggregate
principal amount of such Notes so repurchased or otherwise acquired. Notes so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Notes and that the pledgee is not the Company or
any other obligor upon the Notes or any Affiliate of the Company or such other
obligor. If the Paying Agent holds, in its capacity as such, on any Maturity
Date or on any optional redemption date money sufficient to pay all accrued
interest and principal with respect to such
<PAGE>   14
                                      -11-


Notes payable on that date and is not prohibited from paying such money to the
Holders thereof pursuant to the terms of this Indenture, then on and after that
date such Notes cease to be Outstanding and interest on them ceases to accrue.
Notes may also cease to be Outstanding to the extent expressly provided in
Article Four.

            "Permitted Business" means the construction, development and
operation of laundromat facilities.

            "Permitted Holders" means all executive officers of the Company
as of the Issue Date and each of their Affiliates as well as Dean L.
Buntrock, William Farley, Peer Pedersen and Howard C. Warren and each of
their Affiliates.

            "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in (i) a Restricted Subsidiary or a Person that will, upon
the making of such Investment, become a Restricted Subsidiary; provided,
however, that the primary business of such Restricted Subsidiary is a Related
Business; (ii) another Person, if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Restricted Subsidiary;
provided, however, that such Person's primary business is a Related Business;
(iii) Temporary Cash Investments; (iv) receivables owing to the Company or any
Restricted Subsidiary, if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms as the
Company or any such Restricted Subsidiary deems reasonable under the
circumstances; (v) commissions, payroll, travel and similar advances to cover
matters that are expected at the time of such advances ultimately to be treated
as expenses for accounting purposes and that are made in the ordinary course of
business; (vi) loans or advances to employees made in the ordinary course of
business consistent with past practices of the Company or such Restricted
Subsidiary; (vii) stock, obligations or securities received in settlement of
debts created in the ordinary course of business and owing to the Company or any
Restricted Subsidiary or in satisfaction of judgments; and (viii) any Person, to
the extent such Investment represents the non-cash portion of the consideration
received for an Asset Disposition as permitted pursuant to Section 10.15.

            "Permitted Liens" means, with respect to any Person, (a) pledges or
deposits by such Person under workers' compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to
which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits or cash or United States government bonds
to secure surety or appeal bonds to which such Person is a party, or deposits as
security for contested taxes or import duties or for the payment of rent, in
each case incurred in the ordinary course of business; (b) Liens imposed by law,
such as carriers', warehousemen's and mechanics' Liens, in each case for sums
not yet due or being contested in good faith by appropriate proceedings; (c)
Liens arising out of judgments or awards against such Person with respect to
which such Person shall then be proceeding with an appeal or other proceedings
for review or time for appeal has not yet expired; (d) Liens for taxes,
assessments or other governmental charges not yet subject to penalties for
non-payment or which are being contested in good faith by appropriate
proceedings; (e) Liens in favor of issuers of surety bonds or letters of credit
and banker's acceptances issued pursuant to the request of and for the account
of such Person in the ordinary course of its business; provided, however, that
such letters of credit and banker's acceptances do not constitute Indebtedness;
(f) survey exceptions, encumbrances, easements or reservations of or rights of
others for licenses, rights of way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties or Liens incidental to the conduct of the business
of such Person or to the ownership of its properties which were not incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person; (g) Liens securing an Interest
Rate Agreement so long as the related Indebtedness is, and is permitted to be
under this Indenture, secured by a Lien on the same property securing the
Interest Rate Agreement; and (h) leases and subleases of real property which do
not interfere with the ordinary conduct of the business of such Person, and
which are made on customary and usual terms applicable to similar properties.
<PAGE>   15
                                      -12-


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

            "Physical Notes" means any certificate for the Notes registered in
the name of the Holder thereof and not subject to the book-entry provisions of
Section 3.16.

            "Preferred Stock," as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

            "Principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

            "Private Exchange Notes" shall have the meaning specified in the
Registration Rights Agreement.

            "Private Placement Legend" shall mean the first paragraph of the
legend initially set forth in the Notes in the form set forth on Exhibit A-1.

            "Public Equity Offering" means an underwritten primary public
offering of common stock of the Company pursuant to an effective registration
statement under the Securities Act.

            "Public Market" means any time after (x) a Public Equity Offering
has been consummated and (y) at least 15% of the total issued and outstanding
common stock of the Company has been distributed by means of an effective
registration statement under the Securities Act or sales pursuant to Rule 144
under the Securities Act.

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

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

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

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

            "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that (i) such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced. and (iii) such Refinancing Indebtedness has an aggregate
principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding or committed (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; provided, further,
however, that Refinancing Indebtedness shall not include (x) Indebtedness of a
Restricted Subsidiary that Refinances Indebtedness of the
<PAGE>   16
                                      -13-

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

            "Registrable Securities" shall have the meaning specified in the
Registration Rights Agreement.

            "Registration Rights Agreement" means the Registration Rights
Agreement dated as of April 29, 1998 between the Company and the Initial
Purchaser, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.

            "Regular Record Date" means the Regular Record Date specified in
the Notes.

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

            "Regulation S Note" means a Physical Note issued either initially
pursuant to Section 3.03 or subsequently pursuant to Section 3.7 in transfers in
accordance with Regulation S.

            "Related Business" means any business related, ancillary or
complementary to the businesses of the Company on the Issue Date.

            "Responsible Officer" means, when used with respect to the Trustee,
any officer within the Corporate Trust Office including any Vice President,
Managing Director, Assistant Vice President, Secretary, Assistant Secretary or
Assistant Treasurer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge and familiarity with the
particular subject.

            "Restricted Note" means a Note that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act or a
Regulation S Note; provided, however, that the Trustee shall be entitled to
request and conclusively rely on an Opinion of Counsel with respect to whether
any Note constitutes a Restricted Note.

            "Restricted Payment" with respect to any Person means (i) the
declaration or payment of any dividends or any other distributions of any sort
in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person), other than dividends or
distributions payable solely in its Capital Stock (other than Disqualified
Stock) and dividends or distributions payable solely to the Company or a
Restricted Subsidiary, and other than pro rata dividends or other distributions
made by a Subsidiary that is not a Wholly Owned Subsidiary to minority
stockholders (or owners of an equivalent interest in the case of a Subsidiary
that is an entity other than a corporation), (ii) the purchase, redemption or
other acquisition or retirement for value of any Capital Stock of the Company
held by any Person or of any Capital Stock of a Restricted Subsidiary held by
any Affiliate of the Company (other than a Restricted Subsidiary), including the
exercise of any option to exchange any Capital Stock (other than into Capital
Stock of the Company that is not Disqualified Stock), (iii) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund
payment of any Subordinated Obligations (other than the purchase, repurchase or
other acquisition of Subordinated Obligations purchased in anticipation of
satisfying of a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of acquisition), or (iv)
the making of any Investment in any Person (other than a Permitted Investment).

            "Restricted Subsidiary" means any Subsidiary of the Company that
is not an Unrestricted Subsidiary.

            "Rule 144A" means Rule 144A under the Securities Act.
<PAGE>   17
                                      -14-


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

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Restricted
Subsidiary leases it from such Person.

            "SEC" means the Securities and Exchange Commission.

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

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

            "Special Record Date" means, with respect to the payment of any
Defaulted Interest, a date fixed by the Trustee pursuant to Section 3.07 hereof.

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

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

            "Subsidiary" means, in respect of any Person, any corporation,
association, limited liability company, limited or general partnership or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person, or (iii) one or more Subsidiaries of such Person.

            "Temporary Cash Investments" means any of the following: (i) any
investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency
thereof, (ii) investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition
thereof issued by a bank or trust company which is organized under the laws of
the United States of America, any state thereof or any foreign country
recognized by the United States, and which bank or trust company has capital,
surplus and undivided profits aggregating in excess of $50,000,000 (or the
foreign currency equivalent thereof) and has outstanding debt which is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker dealer
or mutual fund distributor, (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above, (iv) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
of America or any foreign country recognized by the United States of America
with a rating at the time as of which any investment therein is made of "P-1"
(or higher) according to Moody's or "A-1" (or higher) according to S&P and (v)
investments in securities with maturities of six months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least "A" by S&P or "A" by Moody's and (vi)
investments in money market
<PAGE>   18
                                      -15-

funds that make investments in instruments of the type described in clauses (i)
through (v) above in accordance with the regulations of the SEC under the
Investment Company Act of 1940, as amended.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939, as amended. "Trustee" means the person named as the "Trustee" in the first
paragraph of this Indenture, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

            "Unit" means any of the 144,990 units, each consisting of one
Initial Note and one warrant to purchase .1839 shares of common stock, par value
$.01 per share of the Company at an exercise price of $.01 per share, with an
original issuance price of $689.71 per unit.

            "Unrestricted Notes" means one or more Notes that do not and are not
required to bear the Private Placement Legend in the form set forth in Exhibit
A, including, without limitation, the Exchange Notes.

            "Unrestricted Subsidiary" means (i) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in the manner provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary. The Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of
its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided, however, that
either (A) the Subsidiary to be so designated has total assets of $1,000 or less
or (B) if such Subsidiary has assets greater than $1,000, such designation would
be permitted under Section 10.13. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (x) if such Unrestricted
Subsidiary at such time has Indebtedness, the Company could Incur $1.00 of
additional Indebtedness under paragraph (a) of Section 10.11 and (y) no Default
shall have occurred and be continuing. Any such designation by the Board of
Directors shall be evidenced by the Company to the Trustee by promptly filing
with the Trustee a copy of the board resolution giving effect to such
designation and an officers' certificate certifying that such designation
complied with the foregoing provisions.

            "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.

            "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.
"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital Stock of
which (other than directors' qualifying shares and shares held by other Persons
to the extent such shares are required by applicable law to be held by a Person
other than the Company or a Restricted Subsidiary) is owned by the Company or
one or more Wholly Owned Subsidiaries.

            Section 1.02.  Other Definitions
<PAGE>   19
                                      -16-



<TABLE>
<CAPTION>
                                                   Defined in
Term                                                 Section
----                                                 -------
<S>                                               <C>
"Act"                                                  1.05

"Affiliate Transaction"                               10.14

"Agent Member"                                         3.16

"Asset Sale Offer"                                    10.15

"Asset Sale Offer Purchase Date"                      10.15

"Change of Control Date"                              10.10

"Change of Control Offer"                             10.10

"Change of Control Payment Date"                      10.10

"covenant defeasance"                                  4.03

"Defaulted Interest"                                   3.07

"Defeased Notes"                                       4.01

"Distribution Compliance Period"                       3.17

"Event of Default"                                     5.01

"insolvent person"                                     4.04

"legal defeasance"                                     4.02

"Note Register"                                        3.05

"Paying Agent" or "Agent"                              3.02

"Physical Notes"                                       3.03

"Receipt Date"                                        10.15

"Registrar"                                            3.02

"Successor Company"                                    8.01
</TABLE>


         Section 1.03.   Rules of Construction.

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

            (a) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

            (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

            (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

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

            (e) all references to "$" or "dollars" refer to the lawful currency
of the United States of America; and
<PAGE>   20
                                      -17-


            (f) the words "include," "included" and "including" as used herein
are deemed in each case to be followed by the phrase "without limitation."

            Section 1.04. Form of Documents Delivered to Trustee.

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

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

            Where any person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated, with
proper identification of each matter covered therein, and form one instrument.

            Section 1.05. Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution (as provided below in
subsection (b) of this Section 1.05) of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01 hereof) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

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

            (c) The ownership of Notes shall be proved by the Note Register.

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

            Section 1.06. Notices, etc., to the Trustee and the Company.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:
<PAGE>   21
                                      -18-


            (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed, in writing, to
or with the Trustee at the Corporate Trust Office, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services, or at
any other address previously furnished in writing to
the Holders and the Company by the Trustee; or

            (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose (except as otherwise expressly provided herein) hereunder if
in writing and mailed, first-class postage prepaid, to the Company addressed to
it at 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale, Arizona 85260,
Attention: Chief Executive Officer, or at any other address previously furnished
in writing to the Trustee by the Company.

            Section 1.07. Notice to Holders; Waiver

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise expressly provided
herein) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder whether or not actually received by such Holder. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

            Section 1.08. Conflict with Trust Indenture Act.

            If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such provision or requirement of the Trust Indenture Act shall
control.

            If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

            Section 1.09. Effect of Headings and Table of Contents.

            The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

            Section 1.10. Successors and Assigns.

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

            Section 1.11. Separability Clause.
<PAGE>   22
                                      -19-


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

            Section 1.12. Benefits of Indenture.

            Nothing in this Indenture or in the Notes issued pursuant hereto,
express or implied, shall give to any person (other than the parties hereto and
their successors hereunder, any Paying Agent and the Holders) any benefit or any
legal or equitable right, remedy or claim under this Indenture.

            Section 1.13. GOVERNING LAW.

            THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO PRINCIPLES OF CONFLICTS OF LAW.

            Section 1.14. No Recourse Against Others.

            A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation.

            Section 1.15. Independence of Covenants.

            All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default if such action is taken or condition exists.

            Section 1.16. Exhibits.

            All exhibits attached hereto are by this reference made a part
hereof with the same effect as if herein set forth in full.

            Section 1.17. Counterparts.

            This Indenture may be executed in any number of counterparts and by
telecopier, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

            Section 1.18. Duplicate Originals.

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

                                   ARTICLE TWO

                                   NOTE FORMS

            Section 2.01. Form and Dating.

            The Notes and the Trustee's certificate of authentication with
respect thereto shall be in substantially the forms set forth, or referenced, in
Exhibit A-1 and Exhibit A-2, respectively, annexed hereto, with
<PAGE>   23
                                      -20-


such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with any applicable law or with the rules of the
Depositary, any clearing agency or any securities exchange or as may, consistent
herewith, be determined by the officers executing such Notes, as evidenced by
their execution thereof.

            The definitive Notes shall be printed, typewritten, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

            Each Note shall be dated the date of its issuance and shall show the
date of its authentication. The terms and provisions contained in the Notes
shall constitute, and are expressly made, a part of this Indenture.

                                  ARTICLE THREE

                                   THE NOTES

            Section 3.01. Title and Terms.

            The aggregate principal amount at maturity of the Notes which may be
authenticated and delivered under this Indenture is limited to $144,990,000
aggregate principal amount at maturity, except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 3.03, 3.04, 3.05, 3.06, 9.06, 10.10 or 10.15
hereof.

            The Notes will mature on May 1, 2005. The Notes shall not bear cash
interest prior to May 1, 2001. Commencing on November 1, 2001, interest on the
Notes will be payable in cash at a rate of 12-3/4% per annum, semi-annually in
arrears from the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from May 1, 2001. Interest on any overdue
principal, interest (to the extent lawful) or premium, if any, shall be payable
on demand.

            Section 3.02. Registrar and Paying Agent.

            The Company shall maintain an office or agency (which shall be
located in the Borough of Manhattan in The City of New York, State of New York)
where Notes may be presented for registration of transfer or for exchange (the
"Registrar"), an office or agency (which shall be located in the Borough of
Manhattan in The City of New York, State of New York) where Notes may be
presented for payment (the "Paying Agent" or "Agent") and an office or agency
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Registrar shall keep a register of the Notes
and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
or "Agent" includes any additional paying agent. The Company may act as its own
Paying Agent, except for the purposes of payments on account of principal on the
Notes pursuant to Sections 10.10 and 10.15 hereof. The Company shall enter into
an appropriate agency agreement with any Agent not a party to this Indenture,
which shall incorporate the provisions of the Trust Indenture Act. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such and shall be entitled to
appropriate compensation in accordance with Section 6.07 hereof. The Company
initially appoints the Trustee as the Registrar and Paying Agent and agent for
service of notices and demands in connection with the Notes.

            Section 3.03. Execution and Authentication.
<PAGE>   24
                                      -21-


            The Initial Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1 hereto. The Exchange Notes and
the Trustee's certificate of authentication relating thereto shall be
substantially in the form of Exhibit A-2 hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. The
Company shall approve the form of the Notes and any notation, legend or
endorsement thereon. Each Note shall be dated the date of issuance and shall
show the date of its authentication. The terms and provisions contained in the
Notes annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby
expressly made, a part of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. Notes
offered and sold in reliance on Rule 144A shall be issued initially in the form
of one or more Global Notes, substantially in the form set forth in Exhibit A-1,
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and shall
bear the legend set forth in Exhibit B. The aggregate principal amount of the
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for the Depositary, as hereinafter
provided.

            Notes offered and sold in reliance on Regulation S shall be issued
in the form of one or more Physical Notes, substantially in the form set forth
in Exhibit A-1 and delivered to the Holder thereof or such custodian or
depository as such Holder shall have designated in writing of the Trustee.

            Notes issued in exchange for interests in a Global Note pursuant to
Section 3.17 hereof may be issued in the form of permanent certificated Notes in
registered form in substantially the form set forth in Exhibit A-1.

            Two Officers, or an Officer and an Assistant Secretary, shall sign,
or one Officer shall sign, and one Officer or an Assistant Secretary (each of
whom shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Notes for the Company by manual or facsimile
signature.

            If an Officer or Assistant Secretary whose signature is on a Note
was an Officer or Assistant Secretary at the time of such execution but no
longer holds that office or position at the time the Trustee authenticates the
Note, the Note shall nevertheless be valid.

            The Trustee shall authenticate (i) Initial Notes for aggregate
principal amount of the Notes at maturity not to exceed $144,990,000 aggregate
principal amount at maturity at any time, (ii) Private Exchange Notes from time
to time only in exchange for a like principal amount of Initial Notes and (iii)
Unrestricted Notes from time to time only in exchange for (A) a like principal
amount of Initial Notes or (B) a like principal amount of Private Exchange
Notes, in each case upon a written order of the Company in the form of an
Officers' Certificate of the Company. Each such written order shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes
or Unrestricted Notes and whether (subject to this Section 3.03) the Notes are
to be issued as Physical Notes or Global Notes and such other information as the
Trustee may reasonably request. The aggregate principal amount of the Notes at
maturity outstanding at any time may not exceed $144,990,000, except as provided
in Section 3.06 hereof. Notwithstanding the foregoing, all Notes issued under
this Indenture shall vote and consent together on all matters (as to which any
of such Notes may vote or consent) as one class and no series of Notes will have
the right to vote or consent as a separate class on any matter.

            The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Notes. Unless otherwise provided in
the appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.
<PAGE>   25
                                      -22-


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

            Section 3.04. Temporary Notes.

            Until definitive Notes are prepared and ready for delivery, the
Company may execute and upon a Company Order the Trustee shall authenticate and
deliver temporary Notes. Temporary Notes shall be substantially in the form of
definitive Notes, in any authorized denominations, but may have variations that
the Company reasonably considers appropriate for temporary Notes as conclusively
evidenced by the Company's execution of such temporary Notes.

            If temporary Notes are issued, the Company will cause definitive
Notes to be prepared without unreasonable delay but in no event later than the
date that the Exchange Offer is consummated. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 10.02 hereof, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Notes of like tenor and
of authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

            Section 3.05. Transfer and Exchange.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 hereof being sometimes
referred to herein as the "Note Register") in which, subject to such reasonable
regulations as the Registrar may prescribe, the Company shall provide for the
registration of Notes and of transfers and exchanges of Notes. The Trustee is
hereby initially appointed Registrar for the purpose of registering Notes and
transfers of Notes as herein provided.

            When Notes are presented to the Registrar or a co-Registrar with a
request from the Holder of such Notes to register the transfer or exchange for
an equal principal amount of Notes of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested;
provided, however, that every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer or exchange in form satisfactory to the Company and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing. Whenever any Notes are so presented for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive. No service charge shall be
made to the Noteholder for any registration of transfer or exchange. The Company
may require from the Noteholder payment of a sum sufficient to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer or exchange, but this provision shall not apply to any exchange
pursuant to Section 10.10, 10.15 or 9.06 hereof (in which events the Company
will be responsible for the payment of all such taxes which arise solely as a
result of the transfer or exchange and do not depend on the tax status of the
Holder). The Trustee shall not be required to exchange or register the transfer
of any Note for a period of 15 days immediately preceding the first mailing of
notice of redemption of Notes to be redeemed or of any Note selected, called or
being called for redemption except, in the case of any Note where public notice
has been given that such Note is to be redeemed in part, the portion thereof not
to be redeemed.

            All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Company, evidencing the same
Indebtedness, and entitled to the same benefits under this Indenture, as the
Notes surrendered upon such registration of transfer or exchange.
<PAGE>   26
                                      -23-


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

            Section 3.06. Mutilated, Destroyed, Lost and Stolen Notes.

            If a mutilated Note is surrendered to the Trustee or if the Holder
of a Note of any series claims that the Note has been lost, destroyed or
wrongfully taken, the Company shall execute and upon a Company Order, the
Trustee shall authenticate and deliver a replacement Note of like tenor and
principal amount, bearing a number not contemporaneously outstanding if the
Holder of such Note furnishes to the Company and to the Trustee evidence
reasonably acceptable to them of the ownership and the destruction, loss or
theft of such Note and an indemnity bond shall be posted by such Holder,
sufficient in the judgment of the Company or the Trustee, as the case may be, to
protect the Company, the Trustee or any Agent from any loss that any of them may
suffer if such Note is replaced. The Company may charge such Holder for the
Company's expenses in replacing such Note (including (i) expenses of the Trustee
charged to the Company and (ii) any tax or other governmental charge that may be
imposed) and the Trustee may charge the Company for the Trustee's expenses in
replacing such Note. Every replacement Note issued pursuant to this Section in
lieu of any destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

            Section 3.07. Payment of Interest; Interest Rights Preserved.

            Interest on any Note which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest.

            Any interest on any Note which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and interest on such
defaulted interest at the then applicable interest rate borne by the Notes, to
the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest") shall forthwith cease to be payable to
the Holder on the Regular Record Date; and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in subsection (a) or
(b) below:

            (a) The Company may elect to make payment of any Defaulted Interest
to the persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the persons entitled to such Defaulted Interest
as provided in this subsection (a). Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company in writing of
such Special Record Date. In the name and at the expense of the Company, the
Trustee shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder at its address as it appears in the Note Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of
such
<PAGE>   27
                                      -24-


Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the persons in whose names the Notes
(or their respective Predecessor Notes) are registered on such Special Record
Date and shall no longer be payable pursuant to the following subsection (b).

            (b) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, if, after written notice given by the Company to the
Trustee of the proposed payment pursuant to this subsection (b), such payment
shall be deemed practicable by the Trustee. Subject to the foregoing provisions
of this Section, each Note delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Note shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Note.

            Section 3.08. Persons Deemed Owners.

            Prior to and at the time of due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name any Note is registered in the Note Register
as the owner of such Note for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.07 hereof) interest on such Note and
for all other purposes whatsoever, whether or not such Note shall be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

            Section 3.09. Cancellation.

            All Notes surrendered for payment, redemption, registration of
transfer or exchange shall be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it. The Company may at any time deliver
to the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Trustee. The Registrar and
the Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer or exchange, redemption or payment. The Trustee and no
one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation. No Notes shall be authenticated
in lieu of or in exchange for any Notes canceled as provided in this Section
3.09 hereof, except as expressly permitted by this Indenture. All canceled Notes
held by the Trustee shall be destroyed and certification of their destruction
delivered to the Company. The Trustee shall provide the Company a list of all
Notes that have been canceled from time to time as requested by the Company.

            Section 3.10. Computation of Interest.

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

            Section 3.11. Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date, date
established for the payment of Defaulted Interest or Stated Maturity of any Note
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Notes) payment of principal, premium, if any, or interest
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the Interest Payment Date,
Redemption Date, date established for the payment of Defaulted Interest or at
the Stated Maturity, as the case may be. In such event, no interest shall accrue
with respect to such payment for the period from and after such Interest Payment
Date, Redemption Date, date established for the payment of Defaulted Interest or
Stated Maturity, as the case may be, to the next succeeding Business Day and,
with respect to any Interest Payment Date, interest for the period from and
after such Interest Payment Date shall accrue with respect to the next
succeeding Interest Payment Date.
<PAGE>   28
                                      -25-


            Section 3.12. CUSIP and CINS Numbers.

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

            Section 3.13. Paying Agent To Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. Money held in
trust by the Paying Agent need not be segregated except as required by law and
in no event shall the Paying Agent be liable for any interest on any money
received by it hereunder. The Company at any time may require the Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed
and the Trustee may at any time during the continuance of any Event of Default,
upon a Company Order to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

            Section 3.14. Treasury Notes.

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

            Section 3.15. Deposits of Monies.

            Prior to 12:00 Noon New York City time on each Interest Payment
Date, maturity date, Change of Control Payment Date and Asset Sale Offer
Purchase Date, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date, maturity date, Change of Control Payment Date and
Asset Sale Offer Purchase Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date, maturity date, Change of Control Payment Date and Asset Sale Offer
Purchase Date, as the case may be.

            Section 3.16. Book-Entry Provisions for Global Notes.

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

            Members of, or participants in, the Depositary (each an "Agent
Member") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary, or the Trustee as its custodian, or
under the Global Note, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
<PAGE>   29
                                      -26-


Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.

            (b) Transfers of Global Notes shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depositary and the provisions of Sections 3.03 and 3.17 hereof. In addition,
Physical Notes shall be transferred to all beneficial owners, in exchange for
their beneficial interests in Global Notes if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for any Global
Note, or that it will cease to be a "Clearing Agency" under the Exchange Act,
and in either case a successor Depositary is not appointed by the Company within
90 days of such notice or (ii) an Event of Default has occurred and is
continuing and the Registrar has received a written request from the Depositary
to issue Physical Notes.

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

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

            (e) Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to subparagraph (b), (c) or
(d) of this Section 3.16 shall, except as otherwise provided by Section 3.17
hereof, bear the Private Placement Legend.

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

            Section 3.17. Special Transfer Provisions.

            (a)   Transfers to Non-U.S. Persons.  The following additional
provisions shall apply with respect to the registration of any proposed
transfer of an Initial Note to any Non-U.S. Person:

                  (i) the Registrar shall register the transfer of any Initial
         Note, whether or not such Note bears the Private Placement Legend, if
         (x) the requested transfer is after the second anniversary of the Issue
         Date; provided, however, that neither the Company nor any Affiliate of
         the Company has held any beneficial interest in such Note, or portion
         thereof, at any time on or prior to the second anniversary of the Issue
         Date and such transfer can otherwise be lawfully made under the
         Securities Act without registering such Initial Notes thereunder or (y)
         the proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit C hereto;

                  (ii) if the proposed transferor is an Agent Member seeking to
         transfer an interest in a Global Note, upon receipt by the Registrar of
         (x) written instructions given in accordance with the Depositary's and
         the Registrar's procedures and (y) the appropriate certificate, if any,
         required by clause (y) of paragraph (i) above, together with any
         required legal opinions and certifications, the
<PAGE>   30
                                      -27-


      Registrar shall register the transfer and reflect on its books and records
      the date and a decrease in the principal amount of the Global Note from
      which such interests are to be transferred in an amount equal to the
      principal amount of the Notes to be transferred; and

                  (iii) until the 41st day after the Issue Date (the
         "Distribution Compliance Period"), an owner of a Regulation S Note may
         not transfer such interest to a transferee that is a U.S. person or for
         the account or benefit of a U.S. person within the meaning of Rule
         902(o) of the Securities Act.

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

                  (i) the Registrar shall register the transfer of any Initial
         Note, whether or not such Note bears the Private Placement Legend, if
         (x) the requested transfer is after the second anniversary of the Issue
         Date; provided, however, that neither the Company nor any Affiliate of
         the Company has held any beneficial interest in such Note, or portion
         thereof, at any time on or prior to the second anniversary of the Issue
         Date and such transfer can otherwise be lawfully made under the
         Securities Act without registering such Initial Note thereunder or (y)
         such transfer is being made by a proposed transferor who has checked
         the box provided for on the form of Note stating, or has otherwise
         advised the Company and the Registrar in writing, that the sale has
         been made in compliance with the provisions of Rule 144A to a
         transferee who has signed the certification provided for on the form of
         Note stating, or has otherwise advised the Company and the Registrar in
         writing, that it is purchasing the Note for its own account or an
         account with respect to which it exercises sole investment discretion
         and that it and any such account is a QIB within the meaning of Rule
         144A, and is aware that the sale to it is being made in reliance on
         Rule 144A and acknowledges that it has received such information
         regarding the Company as it has requested pursuant to Rule 144A or has
         determined not to request such information and that it is aware that
         the transferor is relying upon its foregoing representations in order
         to claim the exemption from registration provided by Rule 144A;

                  (ii) if the proposed transferee is an Agent Member and the
         Notes to be transferred consist of Physical Notes which after transfer
         are to be evidenced by an interest in the 144A Global Note, upon
         receipt by the Registrar of written instructions given in accordance
         with the Depositary's and the Registrar's procedures, the Registrar
         shall register the transfer and reflect on its book and records the
         date and an increase in the principal amount at maturity of the 144A
         Global Note in an amount equal to the principal amount at maturity of
         Physical Notes to be transferred, and the Trustee shall cancel the
         Physical Note so transferred; and

                  (iii) if the proposed transferor is an Agent Member seeking to
         transfer an interest in a Global Note, upon receipt by the Registrar of
         written instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall register the transfer and
         reflect on its books and records the date and (A) a decrease in the
         principal amount of the Global Note from which interests are to be
         transferred in an amount equal to the principal amount of the Notes to
         be transferred and (B) an increase in the principal amount of the 144A
         Global Note in an amount equal to the principal amount of the Global
         Note to be transferred.

            (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act or (ii) such Note has been sold pursuant to an effective registration
statement under the Securities Act.
<PAGE>   31
                                      -28-


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

            (e) Other Transfers. If a Holder proposes to transfer a Note
constituting a Restricted Note pursuant to any exemption from the registration
requirements of the Securities Act other than as provided for by Section 3.17(a)
and (b) hereof, the Registrar shall only register such transfer or exchange if
such transferor delivers an Opinion of Counsel satisfactory to the Company and
the Registrar that such transfer is in compliance with the Securities Act and
the terms of this Indenture; provided, however, that the Company may, based upon
the opinion of its counsel, instruct the Registrar by a Company Order not to
register such transfer in any case where the proposed transferee is not a QIB or
a Non-U.S. person.

            The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 3.16 hereof or this Section
3.17. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable prior written notice to the Registrar.

                                  ARTICLE FOUR

                       DEFEASANCE OR COVENANT DEFEASANCE


            Section 4.01. Company's Option To Effect Defeasance or Covenant
Defeasance. The Company may, at its option by Board Resolution, at any time,
with respect to the Notes, elect to have either Section 4.02 or Section 4.03
hereof be applied to all of the Outstanding Notes (the "Defeased Notes"), upon
compliance with the conditions set forth below in this Article Four.

            Section 4.02. Legal Defeasance.

            Upon the Company's exercise under Section 4.01 hereof of the option
applicable to this Section 4.02, the Company shall be deemed to have been
discharged from its obligations with respect to the Defeased Notes on the date
the conditions set forth below are satisfied (hereinafter, "legal defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the Defeased Notes,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.05 and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture insofar as such Notes are concerned (and the Trustee, at the expense
of the Company, and, upon Company Request, 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
Defeased Notes to receive, solely from the trust fund described in Section 4.04
hereof and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Defeased Notes under
Sections 3.04, 3.05, 3.06, 10.02 and 10.03 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder, including, without
limitation, the Trustee's rights under Sections 4.05 and 6.07 hereof, and (d)
this Article Four. Subject to compliance with this Article Four, the Company may
exercise its option under this Section 4.02 notwithstanding the prior exercise
of its option under Section 4.03 hereof with respect to the Notes.

            Section 4.03. Covenant Defeasance.

            Upon the Company's exercise under Section 4.01 hereof of the option
applicable to this Section 4.03, the Company shall be released from its
obligations under any covenant or provision contained in Sections 10.06 through
10.21 hereof and the provisions of Section 8.01 shall not apply, with respect to
the Defeased Notes, on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"), and the
<PAGE>   32
                                      -29-


Defeased Notes shall thereafter be deemed not to be "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Defeased
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
Article, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or Article or by reason of any reference in any such
Section or Article to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 5.01(iv), (vi) or (ix) or under clause (vii) of Section 5.01 (with
respect only to Significant Subsidiaries) hereof, but, except as specified
above, the remainder of this Indenture and such Defeased Notes shall be
unaffected thereby.

            Section 4.04. Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 4.02 or Section 4.03 hereof to the Defeased Notes:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.09 hereof who shall agree to comply with the
         provisions of this Article Four 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 Notes, (a) money in an amount, or (b) U.S. Government
         Obligations which through the scheduled payment of principal, premium,
         if any, and interest in respect thereof in accordance with their terms
         will provide, not later than the due date of any payment, money in an
         amount, or (c) a combination thereof, in any such case, sufficient
         without reinvestment, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge the entire
         Indebtedness in respect of, and which shall be applied by the Trustee
         (or other qualifying trustee) to pay and discharge, the principal of,
         premium, if any, and interest on the Defeased Notes at the Stated
         Maturity of such principal or installment of principal, premium, if
         any, or interest or (if the Company has made irrevocable arrangements
         satisfactory to such Trustee for the giving of notice of redemption by
         such Trustee in the name and at the expense of the Company) the
         redemption date thereof, as the case may be, in accordance with the
         terms of this Indenture and the Notes; provided, however, that the
         Trustee shall have been irrevocably instructed to apply such cash or
         the proceeds of such U.S. Government Obligations to said payments with
         respect to the Notes;

                  (2) No Default with respect to the Outstanding Notes shall
         have occurred and be continuing on the date of such deposit or, insofar
         as Section 4.02 hereof is concerned, at any time during the period
         ending on the ninety-first day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until the
         expiration of such period) no Default relating to Section 5.01(viii),
         (ix) or (x) hereof;

                  (3) Neither the Company nor any Subsidiary of the Company is
         an "insolvent person" within the meaning of any applicable Bankruptcy
         Law on the date of such deposit or at any time during the period ending
         on the ninety-first day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until the
         expiration of such period);

                  (4) Such defeasance or covenant defeasance shall not cause the
         Trustee for the Notes to have a conflicting interest in violation of
         Section 6.08 hereof and for purposes of the Trust Indenture Act with
         respect to any securities of the Company;
<PAGE>   33
                                      -30-


                  (5) Such 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 is a
         party or by which it is bound;

                  (6) In the case of an election under Section 4.02 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (x) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (y) 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 shall confirm that, the Holders of the Outstanding Notes will
         not recognize income, gain or loss for federal income tax purposes as a
         result of such deposit, defeasance and discharge to be effected with
         respect to the Notes and will be subject to federal income tax on the
         same amount, in the same manner and at the same times as would have
         been the case if such deposit, defeasance and discharge had not
         occurred;

                  (7) In the case of an election under Section 4.03 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the Outstanding Notes will not recognize
         income, gain or loss for federal income tax purposes as a result of the
         deposit and covenant defeasance to be effected with respect to the
         Notes and will be subject to Federal income tax on the same amount, in
         the same manner and at the same times as would have been the case if
         such deposit and covenant defeasance had not occurred;

                  (8) The Company shall have delivered to the Trustee, an
         Opinion of Counsel to the effect that, immediately following the
         ninety-first day after the deposit, the trust funds established
         pursuant to this Article will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally under any applicable U.S.
         Federal or state law;

                  (9) The Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit made by the Company
         pursuant to its election under Section 4.02 or 4.03 hereof was not made
         by the Company with the intent of preferring the Holders over the other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding creditors of the Company or others;

                  (10) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that (i)
         all conditions precedent (other than conditions requiring the passage
         of time) provided for relating to either the defeasance under Section
         4.02 or the covenant defeasance under Section 4.03 (as the case may be)
         have been complied with as contemplated by this Section 4.04 and (ii)
         if any other Indebtedness of the Company shall then be outstanding or
         committed, such defeasance or covenant defeasance will not violate the
         provisions of the agreements or instruments evidencing such
         Indebtedness; and

                  (11) Such defeasance or covenant defeasance shall not result
         in a trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act of 1940, as amended,
         unless such trust shall be registered under the Act or exempt from
         registration thereunder.

            Opinions required to be delivered under this Section may have such
qualifications as are customary for opinions of the type required and reasonably
acceptable to the Trustee.

            Section 4.05. Deposited Money and U.S. Government Obligations To Be
Held in Trust; Other Miscellaneous Provisions.
<PAGE>   34
                                      -31-


            Subject to the proviso of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 4.05, the "Trustee") pursuant to Section 4.04 in respect of the Defeased
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

            The Company shall pay and indemnify the Trustee, its officers,
directors and agents and hold such harmless against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 4.04 or the principal, premium, if any, and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Defeased Notes.

            Anything in this Article Four to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 4.04 which, in the opinion of an internationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

            Section 4.06. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 4.02 or 4.03 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations of the Company under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
4.02 or 4.03 hereof, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money and U.S. Government
Obligations in accordance with Section 4.02 or 4.03 hereof, as the case may be;
provided, however, that if the Company makes any payment of principal, premium,
if any, or interest on any Note following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money and U.S. Government Obligations held by the
Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES


            Section 5.01. 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 voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (i)   a default in the payment of interest on the Notes
         when due, continued for 30 days;

                  (ii) a default in the payment of principal of any Note when
         due at its Stated Maturity, upon optional redemption, upon required
         repurchase, upon acceleration or otherwise;

                  (iii) the failure by the Company to comply with its
         obligations under Section 8.01;
<PAGE>   35
                                      -32-


                  (iv) the failure by the Company to comply for 30 days after
         notice with any of its obligations in the covenants described under
         Section 10.10 (other than a failure to purchase Notes) or under
         Sections 10.11, 10.18, 10.13, 10.19, 10.15, 10.14, 10.20 or 10.09;

                  (v) the failure by the Company to comply for 60 days after
         notice with its other agreements contained in this Indenture;

                  (vi) Indebtedness of the Company or any Significant Subsidiary
         is not paid within any applicable grace period after final maturity or
         is accelerated by the holders thereof because of a default and the
         total amount of such Indebtedness unpaid or accelerated exceeds $10.0
         million and such non-payment continues or such acceleration is not
         rescinded within ten days after notice thereof;

                  (vii) the Company or any Material Restricted Subsidiary of the
         Company pursuant to or under or within the meaning of any Bankruptcy
         Law;

                        (a) commences a voluntary case or proceeding;

                        (b) consents to the making of a Bankruptcy Order in an
                  involuntary case or proceeding or the commencement of any case
                  against it;

                        (c) consents to the appointment of a Custodian of it or
                  for any substantial part of its property;

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

                        (e) files an answer or consent seeking reorganization or
                  relief;

                        (f) shall admit in writing its inability to pay its
                  debts generally; or

                        (g) consents to the filing of a petition in bankruptcy.

                  (viii) a court of competent jurisdiction in any involuntary
         case or proceeding enters a Bankruptcy Order against the Company or any
         Material Restricted Subsidiary, and such Bankruptcy Order remains
         unstayed and in effect for 60 consecutive days; or

                  (ix) any judgment or decree (not covered by insurance or an
         indemnity by a person other than the Company or a Restricted
         Subsidiary, which indemnitor is solvent) for the payment of money in
         excess of $10.0 million is entered against the Company or any
         Significant Subsidiary, remains outstanding for a period of 60 days
         following such judgment and is not discharged, waived or stayed within
         30 days after notice (the "judgment default provision").

However, a default under clause (iv), (v), (vi) or (ix) will not constitute an
Event of Default until the Trustee or the Holders of 25% in principal amount at
maturity of the outstanding Notes notify the Company of the default and the
Company does not cure such default within the time specified after receipt of
such notice.

            Section 5.02. Acceleration of Maturity, Rescission and Annulment.

            If an Event of Default (other than relating to Section 5.01(vii) or
(viii) relating to the Company) occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount at maturity of the outstanding Notes
may declare the Accreted Value of and accrued but unpaid interest on all the
Notes to be due and payable. Upon such a declaration, such principal and
interest shall be due and payable immediately. If an Event of Default relating
to Section 5.01(vii) or (viii) relating to the Company occurs and is continuing,
the principal of and
<PAGE>   36
                                      -33-


interest on all the Notes will ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders.

            After a declaration of acceleration or any ipso facto acceleration
as related to clause (vii) or (viii) of Section 5.01, the holders of a majority
in Accreted Value of the Outstanding Notes may, by notice to the Trustee,
rescind such declaration of acceleration and its consequences if all existing
Events of Default, other than nonpayment of the principal of and accrued and
unpaid interest on, the Notes that has become due solely as a result of such
acceleration, have been cured or waived and if the rescission of acceleration
would not conflict with any judgment or decree.

            Section 5.03. Collection of Indebtedness and Suits for Enforcement
by Trustee.

            Subject to the provisions of this Indenture relating to the duties
of the Trustee, in case an Event of Default occurs and is continuing, the
Trustee will be under no obligation to exercise any of the rights or powers
under this Indenture at the request or direction of any of the Holders unless
such Holders have offered to the Trustee reasonable indemnity or security
against any loss, liability or expense. Except to enforce the right to receive
payment of principal, premium (if any) or interest when due, no Holder of a Note
may pursue any remedy with respect to this Indenture or the Notes unless (i)
such Holder has previously given the Trustee notice that an Event of Default is
continuing, (ii) Holders of at least 25% in principal amount at maturity of the
outstanding Notes have requested the Trustee to pursue the remedy, (iii) such
Holders have offered the Trustee reasonable security or indemnity against any
loss, liability or expense, (iv) the Trustee has not complied with such request
within 60 days after the receipt thereof and the offer of security or indemnity
and (v) the Holders of a majority in principal amount at maturity of the
outstanding Notes have not given the Trustee a direction inconsistent with such
request within such 60-day period. Subject to certain restrictions, the Holders
of a majority in principal amount at maturity of the outstanding Notes are given
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
involve the Trustee in personal liability.

            Section 5.04. Trustee May File Proofs of Claims.

            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
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of
         principal, premium, if any, and interest owing and unpaid in respect of
         the Notes and to file such other papers or documents as may be
         necessary or advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, fees, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

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

and any Custodian, in any such judicial proceeding, is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee as administrative expenses associated with any such proceeding, and in
the event that the Trustee shall consent to the making of such payments directly
to Holders, any amount due it for the reasonable compensa-
<PAGE>   37
                                      -34-


tion, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 6.07 hereof.

            To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

            Section 5.05. Trustee May Enforce Claims Without Possession of
Notes.

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

            Section 5.06. Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, premium, if
any, or interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

            First:  to the Trustee for amounts due under Section 6.07;

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

Third:  to Holders of principal and premium, if any, owing under the Notes,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal; and
Fourth:  the balance, if any, to the Company.

            The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Noteholders pursuant to this
Section 5.06.

            Section 5.07. Limitation on Suits.

            No Holder of any Notes shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

                  (a) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;
<PAGE>   38
                                      -35-


                  (b) the Holders of not less than 25% in Accreted Value of the
         Outstanding Notes 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
         indemnity satisfactory to it against the costs, expenses and
         liabilities 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 period by the Holders of a
         majority in aggregate principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Note to affect, disturb or prejudice the rights of any
other Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture or any Note, except
in the manner provided in this Indenture and for the equal and ratable benefit
of all the Holders.

            Section 5.08. Unconditional Right of Holders To Receive Principal,
Premium and Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
cash payment of the principal of, premium, if any, and (subject to Section 3.07
hereof) interest on such Note on the respective Stated Maturities expressed in
such Note (or, in the case of redemption, on the respective Redemption 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 5.09. Restoration of Rights and Remedies.

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

            Section 5.10. Rights and Remedies Cumulative.

            Except as provided in Section 3.06, 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 5.11. Delay or Omission Not Waiver.

            No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article Five or by
law to the Trustee or
<PAGE>   39
                                      -36-


to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

            Section 5.12. Control by Majority.

            The Holders of a majority in Accreted Value of the Outstanding Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, provided, however, that:

                  (a) such direction shall not be in conflict with any rule of
         law or with this Indenture or any Note or expose the Trustee to
         personal liability; and

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

            Section 5.13. Waiver of Past Defaults.

            The Holders of not less than a majority in Accreted Value of the
Outstanding Notes may on behalf of the Holders of all the Notes waive any past
Default hereunder and its consequences, except a Default

                  (a)  in the payment of the principal of, or interest on any
         Outstanding Note or

                  (b) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Note affected thereby.

                  Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

            Section 5.14. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Note 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 any action taken,
suffered or omitted 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,
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 5.14 shall not apply 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 Accreted Value of the Outstanding Notes, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Note on or after the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, on or after the respective Redemption Dates).

            Section 5.15. Waiver of Stay, Extension or Usury Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury or other law wherever enacted, now or at any time hereafter in force,
which would prohibit or forgive the Company from paying all or any portion of
the principal of, premium, if any, or interest on the Notes contemplated herein
or in the Notes or which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and
<PAGE>   40
                                      -37-


covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

            Section 5.16. Unconditional Right of Holders To Receive Payment.

            Notwithstanding any other provision in this Indenture and any other
provision of any Note, the right of any Holder of any Note to receive payment of
the principal of, premium, if any, and interest on such Note on or after the
respective Stated Maturities (or the respective Redemption Dates, in the case of
redemption) expressed in such Note, or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

                                   ARTICLE SIX

                                  THE TRUSTEE


            Section 6.01. Certain Duties and Responsibilities.

            (a)  Except during the continuance of an Event of Default,

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

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

                  (b) During the existence of an Event of Default, the Trustee
is required to exercise such rights and powers vested in it under this Indenture
and use the same degree of care and skill in its exercise thereof as a prudent
person would exercise under the circumstances in the conduct of such person's
own affairs.

                  (c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section 6.01.

                  Section 6.02. Notice of Defaults.

                  Within 90 days after the occurrence of any Default, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Note Register, notice of such Default hereunder actually known to
a Responsible Officer, the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of, premium, if any, or interest on any Note or in the case of
any Default arising from the occurrence of a Change of Control, the Trustee
shall be protected
<PAGE>   41
                                      -38-


in withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

                  Section 6.03. Certain Rights of Trustee.

                  Subject to Section 6.01 hereof and the provisions of Section
315 of the Trust Indenture Act:

                  (a) the Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board may be sufficiently evidenced by a
         Board Resolution thereof;

                  (c) the Trustee may consult with counsel and any advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon in
         accordance with such advice or Opinion of Counsel;

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

                  (e) the Trustee shall not be liable for any action taken or
         omitted by it in good faith and believed by it to be authorized or
         within the discretion, rights or powers conferred upon it by this
         Indenture other than any liabilities arising out of its own negligence;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, approval, appraisal, bond, debenture, note, coupon,
         security, other evidence of indebtedness or other paper or document
         unless requested in writing so to do by the Holders of not less than a
         majority in aggregate principal amount of the Notes then Outstanding;
         provided, however, that, if the payment within a reasonable time to the
         Trustee of the costs, expenses or liabilities likely to be incurred by
         it in the making of such investigation is, in the opinion of the
         Trustee, not reasonably assured to the Trustee by the security afforded
         to it by the terms of this Indenture, the Trustee may require indemnity
         satisfactory to it against such expenses or liabilities as a condition
         to proceeding; the reasonable expenses of every such investigation
         shall be paid by the Company or, if paid by the Trustee or any
         predecessor Trustee, shall be repaid by the Company upon demand;
         provided, further, the Trustee in its discretion may make such further
         inquiry or investigation into such facts or matters as it may deem fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, attorneys, custodian or nominees and the Trustee
<PAGE>   42
                                      -39-


         shall not be responsible for any misconduct or negligence on the part
         of any agent, attorney, custodian or nominee appointed with due care by
         it hereunder;

                  (h) except with respect to Section 10.01, the Trustee shall
         have no duty to inquire as to the performance of the Company's
         covenants in Article Ten. 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 5.01(i), 5.01(ii) and
         10.01 or (ii) any Default or Event of Default of which the Trustee
         shall have received written notification or a Responsible Officer
         obtained actual knowledge; and

                  (i) if the Trustee is acting in the capacity of Registrar
         and/or Paying Agent, then the rights afforded to the Trustee under this
         Section 6.03 shall also be afforded to such Registrar and/or Paying
         Agent.

            Section 6.04. Trustee Not Responsible for Recitals, Dispositions of
                          Notes or Application of Proceeds Thereof.

            The recitals contained herein and in the Notes, except the Trustee's
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility and Qualification on Form T-1, if any, to be supplied to the Company
are true and accurate subject to the qualifications set forth therein. The
Trustee shall not be accountable for the use or application by the Company of
Notes or the proceeds thereof.

            Section 6.05. Trustee and Agents May Hold Notes; Collections; Etc.

            The Trustee, any Paying Agent, Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Notes, with the same rights it would have if it were not the Trustee,
Paying Agent, Registrar or such other agent and, subject to Section 6.08 hereof
and Sections 310 and 311 of the Trust Indenture Act, may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not the Trustee, Paying Agent,
Registrar or such other agent.

            Section 6.06. Money Held in Trust.

            All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required herein
or by law. The Trustee shall not be under any liability for interest on any
moneys received by it hereunder.

            Section 6.07. Compensation and Indemnification of Trustee and Its
                          Prior Claim.

            The Company covenants and agrees: (a) to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust); (b) to reimburse the Trustee and each predecessor Trustee upon its
request for all reasonable expenses, fees, disbursements and advances incurred
or made by or on behalf of it in accordance with any of the provisions of this
Indenture (including the reasonable compensation, fees, and the expenses and
disbursements of its counsel and of all agents and other persons not regularly
in its employ), except any such expense, disbursement or advance as may arise
from its negligence or bad faith; and (c) to indemnify the Trustee and any of
its officers, directors, employees and agents and each predecessor
<PAGE>   43
                                      -40-


Trustee for, and to hold it harmless against any loss, liability or expense
(including attorneys' fees and expenses incurred in defending themselves)
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder, including enforcement of this Section 6.07.

            To secure the Company's payment obligations in this Section 6.07,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture so long as any amounts payable by the Company
pursuant to this Section 6.07 remain outstanding and are not contested in good
faith by the Company.

            The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute an additional obligation hereunder and shall survive the
satisfaction and discharge of this Indenture or the rejection or termination of
this Indenture under bankruptcy law. Such additional indebtedness shall be a
senior claim to that of the Notes upon all property and funds held or collected
by the Trustee as such, except funds held in trust for the benefit of the
Holders of particular Notes, and the Notes are hereby subordinated to such
senior claim. If the Trustee renders services and incurs expenses following an
Event of Default under Section 5.01(viii), Section 5.01(ix) or Section 5.01(x)
hereof, the parties hereto and the Holders by their acceptance of the Notes
hereby agree that such expenses are intended to constitute expenses of
administration under any bankruptcy law.

            Section 6.08. Conflicting Interests.

            The Trustee shall be subject to and comply with the provisions of
Section 310(b) of the Trust Indenture Act.

            Section 6.09. Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Trust Indenture Act Sections 310(a)(1) and (2)
and which shall have a combined capital and surplus of at least $50,000,000. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of any Federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

            Section 6.10. Resignation and Removal; Appointment of Successor
                          Trustee.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

            (b) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign by giving written notice thereof to the Company at least 20
Business Days prior to the date of such proposed resignation; provided such
trustee shall agree to cooperate with the Company with respect to the
appointment of a successor trustee and ongoing matters. Upon receiving such
notice of resignation, the Company shall, after all monies due and owing have
been paid to the Trustee, promptly appoint a successor trustee by written
instrument executed by authority of the Board, a copy of which shall be
delivered to the resigning Trustee and a copy to the successor Trustee. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 20 Business Days after the giving of such notice of
resignation, the resigning Trustee may, or any Holder who has
<PAGE>   44
                                      -41-


been a bona fide Holder of a Note for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper, appoint a successor
Trustee.

            (c) The Trustee may be removed at any time by an Act of the Holders
of a majority in principal amount of the Outstanding Notes, delivered to the
Trustee and to the Company.

            (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         Section 310(b) of the Trust Indenture Act in accordance with Section
         6.08 hereof after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Note for at least six
         months, or

                  (2) the Trustee shall cease to be eligible under Section 6.09
         hereof and shall fail to resign after written request therefor by the
         Company or by any Holder who has been a bona fide Holder of a Note for
         at least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         or rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 5.14, the Holder of any Note who has been a bona fide
Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to
the Company, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed by the Company. If no successor Trustee shall have
been so appointed by the Company or the Holders of the Notes and accepted
appointment in the manner hereinafter provided, the Holder of any Note who has
been a bona fide Holder for at least six months may, subject to Section 5.14, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

            (f) The Company shall use reasonable efforts to give notice of each
resignation and each removal of the Trustee and each appointment of a successor
Trustee by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Notes as their names and addresses appear in the Note
Register. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

            Section 6.11. Acceptance of Appointment by Successor.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee as if originally named as
Trustee hereunder; but, nevertheless, on the written request of the Company or
the successor Trustee, upon payment of amounts due to it pursuant to Section
6.07, such retiring Trustee shall duly assign, transfer and
<PAGE>   45
                                      -42-


deliver to the successor Trustee all moneys and property at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, duties and obligations of the retiring
Trustee. Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such Trustee to secure any amounts then due it pursuant to the
provisions of Section 6.07.

            No successor Trustee with respect to the Notes shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor Trustee shall be eligible to act as Trustee under this
Article.

            Upon acceptance of appointment by any successor Trustee as provided
in this Section 6.11, the successor shall give notice thereof to the Holders of
the Notes, by mailing such notice to such Holders at their addresses as they
shall appear on the Note Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to give such notice within 10 days after acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Company.

            Section 6.12. Merger, Conversion, Amalgamation, Consolidation or
                          Succession to Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or amalgamated, or any corporation resulting
from any merger, conversion, amalgamation or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided such corporation shall be
eligible under this Article Six to serve as Trustee hereunder.

            In case at the time such successor to the Trustee under this Section
6.12 shall succeed to the trusts created by this Indenture any of the Notes
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee
and deliver such Notes so authenticated; and, in case at that time any of the
Notes shall not have been authenticated, any successor to the Trustee under this
Section 6.12 may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have been
authenticated.

                                  ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


            Section 7.01. Preservation of Information; Company To Furnish
Trustee Names and Addresses of Holders.

            (a) The Trustee shall preserve the names and addresses of the
Noteholders and otherwise comply with TIA Section 312(a). If the Trustee is not
the Registrar, the Company shall furnish or cause the Registrar to furnish to
the Trustee before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Noteholders.
Neither the Company nor the Trustee shall be under any responsibility with
regard to the accuracy of such list.

            (b) The Company will furnish or cause to be furnished to the Trustee
<PAGE>   46
                                      -43-


                  (i) semi-annually, not more than 15 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders as of such Regular
         Record Date; and

                  (ii) at such other times as the Trustee may reasonably request
         in writing, within 30 days after receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Registrar, no
such list need be furnished pursuant to this Subsection 7.01(b).

            Section 7.02. Communications of Holders.

            Holders may communicate with other Holders with respect to their
rights under this Indenture or under the Notes pursuant to Section 312(b) of the
Trust Indenture Act. The Company and the Trustee and any and all other persons
benefited by this Indenture shall have the protection afforded by Section 312(c)
of the Trust Indenture Act.

            Section 7.03. Reports by Trustee.

            (a) Within 60 days after May 1 of each year commencing with the
first May 1 following the date of this Indenture, the Trustee shall mail to all
Holders, as their names and addresses appear in the Note Register, a brief
report dated as of such date, in accordance with, and to the extent required
under Section 313 of the Trust Indenture Act. At the time of its mailing to
Holders, a copy of each such report shall be filed by the Trustee with the
Company, the SEC and with each stock exchange on which the Notes are listed. The
Company shall notify the Trustee when the Notes are listed on any stock
exchange.

            (b) If a Default occurs and is continuing and is known to the
Trustee, the Trustee must mail to each Holder notice of the Default within 90
days after it occurs. Except in the case of a Default in the payment of
principal of or interest on any Note, the Trustee may withhold notice if and so
long as the Board, the executive committee or a committee of its trust officers
determines that withholding notice is not opposed to the interest of the
Holders.

            Section 7.04. Reports by Company.

            The Company shall:

            (a) file with the SEC the copies of annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may from time to time by rules and regulations
prescribe) required to be filed with the SEC pursuant to Section 13 or Section
15 of the Exchange Act, whether or not the Company has a class of securities
registered under the Exchange Act;

            (b) file with the Trustee within 15 days after it files or would be
required to file the information specified in subsection (a) of this Section
7.04 reports and documents with the SEC copies of such information;

            (c) file with the Trustee and the SEC in accordance with rules and
regulations prescribed from time to time by the SEC, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations;

            (d) deliver to the Trustee, within 120 days after the end of each
fiscal year, a certificate indicating whether the signers thereof know of any
Default that occurred during the previous year;
<PAGE>   47
                                      -44-


            (e) deliver to the Trustee, within 30 days after the occurrence
thereof, written notice of any event which would constitute certain Defaults,
their status and what action the Company is taking or proposes to take in
respect thereof; and

            (f) transmit by mail to all Holders, as their names and addresses
appear in the Note Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (c) of this Section as may
be required by rules and regulations prescribed from time to time by the SEC.

            Notwithstanding anything to the contrary herein, the Trustee shall
have no duty to review information provided pursuant to subsection (b) of this
Section 7.04 for purposes of determining compliance with any provisions of this
Indenture.

                                  ARTICLE EIGHT

                  CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.


            Section 8.01. Merger and Consolidation

            The Company shall not consolidate with or merge with or into, or
convey, transfer or lease, in one transaction or a series of transactions, its
assets substantially as an entirety to, any Person, unless: (i) the resulting,
surviving or transferee Person (the "Successor Company") shall be a Person
organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia and the Successor Company (if not the
Company) shall expressly assume, by an indenture supplemental thereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Notes and this Indenture; (ii) immediately
after giving effect to such transaction (and treating any Indebtedness which
becomes an obligation of the Successor Company or any Subsidiary as a result of
such transaction as having been Incurred by such Successor Company or such
Subsidiary at the time of such transaction), no Default shall have occurred and
be continuing; (iii) immediately after giving effect to such transaction, the
Successor Company would be able to Incur an additional $1.00 of Indebtedness
pursuant to paragraph (a) of Section 10.11; (iv) immediately after giving effect
to such transaction, the Successor Company shall have Consolidated Net Worth in
an amount that is not less than the Consolidated Net Worth of the Company prior
to such transaction minus any costs incurred in connection with such
transaction; and (v) the Company shall have delivered to the Trustee an
officer's certificate and an opinion of counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture.

            Section 8.02. Successor Substituted.

            The Successor Company shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture, but the predecessor company, only in the
case of a conveyance, transfer or lease, shall not be released from the
obligation to pay the principal of and interest on the Notes.
<PAGE>   48
                                      -45-


                                  ARTICLE NINE

                      SUPPLEMENTAL INDENTURES AND WAIVERS


            Section 9.01. Supplemental Indentures, Agreements and Waivers
                          Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by the
Board as evidenced by a Board Resolution, and the Trustee, at any time and from
time to time, may amend, waive, modify or supplement this Indenture or the Notes
for any of the following purposes:

         (a) to evidence the succession of another person to the Company, and
the assumption by any such successor of the covenants of the Company in the
Notes;

         (b) 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,
herein, in the Notes;

         (c) to cure any ambiguity, to correct or supplement any provision
herein, in the Notes which may be defective or inconsistent with any other
provision herein or to make any other provisions with respect to matters or
questions arising under this Indenture or the Notes; provided, however, that, in
each case, such provisions shall not materially adversely affect the legal
rights of the Holders;

         (d) to comply with the requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by Section 9.05 hereof or otherwise;

         (e) to mortgage, pledge, hypothecate or grant a security interest in
any property or assets in favor of the Trustee for the benefit of the Holders as
security for the payment and performance of this Indenture Obligations;

         (f) to make any other change that does not materially adversely affect
the legal rights of any Holder;

         (g)  to add Guarantors with respect to the Notes; or

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

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such change, agreement or waiver does not materially
adversely affect the legal rights of any Holder.

            Section 9.02. Supplemental Indentures, Agreements and Waivers with
                          Consent of Holders.

            With the written consent of the Holders of not less than a majority
of Accreted Value of the Outstanding Notes delivered to the Company and the
Trustee, the Company when authorized by a Board Resolution, together with the
Trustee, may amend, waive, modify or supplement any other provision of this
Indenture or the Notes; provided, however, that no such amendment, waiver,
modification or supplement may, without the written consent of the Holder of
each Outstanding Note affected thereby:

                  (i)   reduce the amount of Notes whose Holders must consent
         to an amendment;

                  (ii) reduce the rate of or extend the time for payment of
         interest on any Note;
<PAGE>   49
                                      -46-


                  (iii) reduce the principal or Accreted Value of or extend the
         Stated Maturity of any Note;

                  (iv) reduce the premium payable upon the redemption of any
         Note or change the time at which any Note may be redeemed as described
         under paragraph 2 of the Notes;

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

                  (vi) impair the right of any Holder to receive payment of
         principal of and interest on such Holder's Notes on or after the due
         dates therefor or to institute suit for the enforcement of any payment
         on or with respect to such Holder's Notes;

                  (vii) make any change in the amendment provisions which
         require each Holder's consent or in the waiver provisions; or

                  (viii) affect the ranking of the Notes in any material
         respect.

Upon the written request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture or other
agreement, instrument or waiver, and an Officers' Certificate and an Opinion of
Counsel upon which the Trustee may rely as conclusive evidence that such change,
agreement, supplement or waiver is permitted by this Indenture and upon the
filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture or other agreement, instrument or waiver.

It shall not be necessary for any Act of Holders under this Section to approve
the particular form of any proposed supplemental indenture or other agreement,
instrument or waiver, but it shall be sufficient if such Act shall approve the
substance thereof.

            Section 9.03. Execution of Supplemental Indentures, Agreements and
                          Waivers.

            In executing or accepting the additional trusts created by any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and may rely upon, an
Opinion of Counsel and an Officers' Certificate from each obligor under the
Notes entering into such supplemental indenture, agreement, instrument or
waiver, each stating that the execution of such supplemental indenture,
agreement, instrument or waiver (a) is authorized or permitted by this Indenture
and (b) does not violate the provisions of any agreement or instrument
evidencing any other Indebtedness of the Company or any other Subsidiary of the
Company. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture, agreement, instrument or waiver which affects the
Trustee's own rights, duties or immunities under this Indenture, the Notes or
otherwise.

            Section 9.04. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article
Nine, this Indenture and/or the Notes, if applicable, shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture and/or the Notes, if applicable, as the case may be, for all purposes;
and every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.
<PAGE>   50
                                      -47-


            Section 9.05. Conformity with Trust Indenture Act.


            Every supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the Trust Indenture Act as then in effect.

            Section 9.06. Reference in Notes to Supplemental Indentures.

            Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Board, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee upon a Company Order in
exchange for Outstanding Notes.

            Section 9.07. Record Date.

            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
supplemental indenture, agreement or instrument or any waiver, and shall
promptly notify the Trustee of any such record date. If a record date is fixed
those persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to consent to such
supplemental indenture, agreement or instrument or waiver or 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.

            Section 9.08. Revocation and Effect of Consents.

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

                                   ARTICLE TEN

                                   COVENANTS


            Section 10.01. Payment of Principal, Premium and Interest.

            The Company shall duly and punctually pay the principal of, premium,
if any, and interest on the Notes in accordance with the terms of the Notes and
this Indenture.

            Section 10.02. Maintenance of Office or Agency.

            The Company shall maintain in the Borough of Manhattan in The City
of New York, State of New York, an office or agency where Notes may be presented
or surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The office of the Trustee
at its Corporate Trust Office will be such office or agency of the Company,
unless the Company shall designate and maintain some other office or agency for
one or more of such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain any such
<PAGE>   51
                                      -48-


required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands. The Company may also from time to time designate one or
more other offices or agencies (in or outside of The City of New York, State of
New York) where the Notes may be presented or surrendered for any or all such
purposes, and may from time to time rescind such designation; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in The City of New York, State
of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such other office or agency.

            Section 10.03. Money for Note Payments To Be Held in Trust.

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

            If the Company is not acting as Paying Agent, the Company will, on
or before each due date of the principal of, premium, if any, or interest on,
any Notes, deposit with a Paying Agent a sum in same day funds sufficient to pay
the principal, premium, if any, or interest so becoming due, such sum to be held
in trust for the benefit of the Holders entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act. If the
Company is not acting as Paying Agent, the Company will cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent will agree with the Trustee, subject to the provisions
of this Section 10.03, that such Paying Agent will:

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

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

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

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

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

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company upon receipt of a Company Request therefor, or (if then held by
the Company) will be discharged from such trust; and the Holder of such Note
will thereafter, as an unsecured general creditor, look only to the Company for
payment
<PAGE>   52
                                      -49-


thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
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, at the option of the Company in the New York
Times or 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 publication, any unclaimed balance of
such money then remaining shall be repaid to the Company.

            Section 10.04. Corporate Existence.

            Subject to Article Eight, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory), licenses and franchises of the
Company and each of the Restricted Subsidiaries; provided, however, that the
Company will not be required to preserve any such right, license or franchise if
the Board shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and the Restricted Subsidiaries as
a whole and that the loss thereof is not adverse in any material respect to the
Holders; provided, further, that the foregoing will not prohibit a sale,
transfer or conveyance of a Subsidiary of the Company or any of its assets in
compliance with the terms of this Indenture.

            Section 10.05. Payment of Taxes and Other Claims.

            The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed (i) upon the Company or
any of its Restricted Subsidiaries or (ii) upon the income, profits or property
of the Company or any of the Restricted Subsidiaries and (b) all material lawful
claims for labor, materials and supplies, which, if unpaid, could reasonably be
expected to become a Lien upon the property of the Company or any of the
Restricted Subsidiaries; provided, however, that the Company will not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (x) whose amount, applicability or validity is being
contested in good faith by appropriate proceedings properly instituted and
diligently conducted or (y) if the failure to so pay, discharge or cause to be
paid or discharged could not reasonably be expected to have a Material Adverse
Effect (as defined in the Purchase Agreement).

            Section 10.06. Maintenance of Properties.

            The Company shall cause all material properties owned by the Company
or any of the Restricted Subsidiaries or used or held for use in the conduct of
their respective businesses to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 10.06
will prevent the Company from discontinuing the maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any of the Restricted
Subsidiaries and is not disadvantageous in any material respect to the Holders.

            Section 10.07. Insurance.

            The Company shall at all times keep all of its and the Restricted
Subsidiaries' properties which are of an insurable nature insured with insurers,
believed by the Company in good faith to be financially sound and responsible,
against loss or damage to the extent that property of similar character is
usually and customarily so insured by corporations similarly situated and owning
like properties.

            Section 10.08. Books and Records.
<PAGE>   53
                                      -50-


            The Company shall keep proper books of record and account, in which
full and correct entries will be made of all financial transactions and the
assets and business of the Company and each Restricted Subsidiary and each
Restricted Affiliate of the Company in material compliance with GAAP.

            Section 10.09. SEC Reports.

            Notwithstanding that the Company may not be or required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide within 15 days of filing
therewith to the Trustee and Noteholders such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, such information, documents and other reports to be so filed and
provided at the times specified for the filing of such information, documents
and reports under such Sections.

            Section 10.10. Change of Control.

            Upon the occurrence of any of the following events (each a "Change
of Control"), each Holder shall have the right to require that the Company
repurchase such Holder's Notes at a purchase price in cash equal to 101% of the
Accreted Value thereof plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of holders of record on the relevant record date
to receive interest due on the relevant interest payment date):

                  (i) any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act), other than one or more Permitted Holders,
         is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
         under the Exchange Act, except that for purposes of this clause (i)
         such person shall be deemed to have "beneficial ownership" of all
         shares that such person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of more than 35% of the total voting power of the then
         outstanding Voting Stock of the Company; provided, however, that for
         purposes of this clause (i), the Permitted Holders shall be deemed to
         beneficially own any Voting Stock of a corporation (the "specified
         corporation") held by any other corporation (the "parent corporation")
         so long as the Permitted Holders beneficially own (as so defined),
         directly or indirectly, in the aggregate a majority of the voting power
         of the Voting Stock of the parent corporation;

                  (ii) during any period of two consecutive years after the
         Company's initial Public Equity Offering, individuals who at the
         beginning of such period constituted the Board of Directors (together
         with any new directors whose election by such Board of Directors or
         whose nomination for election by the shareholders of the Company was
         approved by a vote of 66-2/3% of the directors of the Company 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 then in office; or

                  (iii) the merger or consolidation of the Company with or into
         another Person or the merger of another Person with or into the
         Company, or the sale of all or substantially all the assets of the
         Company to another Person (in each case other than a Person that is
         controlled by the Permitted Holders), and, in the case of any such
         merger or consolidation, the securities of the Company that are
         outstanding immediately prior to such transaction and which represent
         100% of the aggregate voting power of the Voting Stock of the Company
         are changed into or exchanged for cash, securities or property, unless
         pursuant to such transaction such securities are changed into or
         exchanged for, in addition to any other consideration, securities of
         the surviving corporation or a parent corporation that owns all of the
         capital stock of such corporation that represent immediately after such
         transaction, at least a majority of the aggregate voting power of the
         Voting Stock of the surviving corporation or such parent corporation,
         as the case may be.
<PAGE>   54
                                      -51-


            Upon the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall make an offer
to purchase (the "Change of Control Offer"), on a business day (the "Change of
Control Payment Date") not later than 60 days following the Change of Control
Date, all Notes then outstanding at a purchase price equal to 101% of the
Accreted Value thereof on any Change of Control Payment Date, plus accrued and
unpaid interest, if any, to any Change of Control Payment Date. Notice of a
Change of Control Offer shall be given to Holders and the Trustee not less than
25 days nor more than 45 days before the Change of Control Payment Date. The
Change of Control Offer is required to remain open for at least 20 business days
and until the close of business on the Change of Control Payment Date. Failure
to mail the notice of a Change of Control Offer on the date specified below or
to have satisfied the foregoing condition precedent by the date that such notice
is required to be mailed will constitute a Default under Section 5.01(iv).

            Within 30 Business Days following the Change of Control Date, notice
of a Change of Control Offer shall be mailed by the Company to the Holders of
Notes at their last registered addresses with a copy to the Trustee and the
Paying Agent. The Change of Control Offer shall remain open from the time of
mailing of the notice thereof until 5:00 p.m., New York City time, on the Change
of Control Payment Date (which shall be no earlier than 30 days nor later than
60 days from the date such notice is mailed). The notice, which shall govern the
terms of the Change of Control Offer, shall include such disclosures as are
required by law and shall state:

                  (a) that the Change of Control Offer is being made pursuant to
         this Section 10.10 and that all Notes tendered into the Change of
         Control Offer will be accepted for payment;

                  (b) the purchase price (including the amount of accrued
         interest, if any) for each Note, the Change of Control Payment Date and
         the date on which the Change of Control Offer expires;

                  (c) that any Note not tendered for payment will continue to
         accrete Accreted Value or accrue interest in accordance with the terms
         thereof;

                  (d) that, unless the Company shall default in the payment of
         the purchase price, any Note accepted for payment pursuant to the
         Change of Control Offer shall cease to accrete Accrued Interest or
         accrue interest after the Change of Control Payment Date;

                  (e) that Holders electing to have Notes purchased pursuant to
         a Change of Control Offer will be required to surrender their Notes to
         the Paying Agent at the address specified in the notice prior to 5:00
         p.m., New York City time, on the Change of Control Payment Date and
         must complete any form letter of transmittal proposed by the Company
         and acceptable to the Trustee and the Paying Agent;

                  (f) that Holders of Notes will be entitled to withdraw their
         election if the Paying Agent receives, not later than 5:00 p.m., New
         York City time, on the Change of Control Payment Date, a facsimile
         transmission or letter setting forth the name of the Holders, the
         principal amount of Notes the Holders delivered for purchase, the Note
         certificate number (if any) and a statement that such Holder is
         withdrawing his election to have such Notes purchased;

                  (g) that Holders whose Notes are purchased only in part will
         be issued Notes of like tenor equal in principal amount to the
         unpurchased portion of the Notes surrendered;

                  (h) the instructions that Holders must follow in order to
         tender their Notes; and

                  (i) information concerning the business of the Company, the
         most recent annual and quarterly reports of the Company filed with the
         SEC pursuant to the Exchange Act (or, if the Company is not required to
         file any such reports with the SEC, the comparable reports prepared
         pursuant to Section 10.09), a description of material developments in
         the Company's business, information with respect to pro forma
         historical financial information after giving effect to such Change of
         Control and
<PAGE>   55
                                      -52-


         such other information concerning the circumstances and relevant facts
         regarding such Change of Control and Change of Control Offer as would,
         in the good faith judgment of the Company, be material to a Holder of
         Notes in connection with the decision of such Holder as to whether or
         not it should tender Notes pursuant to the Change of Control Offer.

            On the Change of Control Payment Date, the Company will (i) accept
for payment Notes or portions thereof tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent money, in immediately available funds,
sufficient to pay the purchase price of all Notes or portions thereof so
tendered and accepted and (iii) deliver to the Trustee the Notes so accepted
together with an Officers' Certificate setting forth the Notes or portions
thereof tendered to and accepted for payment by the Company. The Paying Agent
will promptly mail or deliver to the Holders of Notes so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Note of like tenor equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company will publicly announce the results of the Change of Control
Offer not later than the first Business Day following the Change of Control
Payment Date. Except as described above with respect to a Change of Control,
this Indenture does not contain provisions that permit the Holders to require
that the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction which may be highly leveraged. If a
Change of Control Offer is made, there can be no assurance that the Company will
have available funds sufficient to pay for all of the Notes that might be
delivered by holders of Notes seeking to accept the Change of Control Offer. The
Company shall not be required to make a Change of Control Offer following a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

            If the Company is required to make a Change of Control Offer, the
Company will comply with all applicable tender offer laws and regulations,
including, to the extent applicable, Section 14(e) and Rule 14e-1 under the
Exchange Act, and any other applicable securities laws and regulations. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 10.10, the Company will comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 10.10 by virtue thereof.

            Section 10.11. Limitation on Indebtedness.


                  (a) The Company shall not incur, directly or indirectly, any
         Indebtedness unless, on the date of such Incurrence and after giving
         effect thereto, the Consolidated Coverage Ratio exceeds 2.0 to 1.0.

                  (b) Notwithstanding the foregoing paragraph (a), the Company
         may Incur any or all of the following Indebtedness:

                  (1) Indebtedness Incurred pursuant to the New Credit Agreement
         or any other credit or loan agreement in an aggregate principal amount
         which, when taken together with all letters of credit and the principal
         amount of all other Indebtedness Incurred pursuant to this clause (1)
         and then outstanding, does not exceed $40.0 million;

                  (2) Indebtedness owed to and held by a Wholly Owned
         Subsidiary; provided, however, that any subsequent issuance or transfer
         of any Capital Stock which results in any such Wholly Owned Subsidiary
         ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of
         such Indebtedness (other than to another Wholly Owned Subsidiary) shall
         be deemed, in each case, to constitute the Incurrence of such
         Indebtedness by the Company;
<PAGE>   56
                                      -53-



                  (3) the Notes;

                  (4) Indebtedness outstanding on the Issue Date (other than
         Indebtedness described in clause (1), (2) or (3) of this Section
         10.11);

                  (5) Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to paragraph (a) or pursuant to clause (3) or (4) or
         this clause (5) or pursuant to Section 10.18;

                  (6) Hedging Obligations consisting of Interest Rate Agreements
         directly related to Indebtedness permitted to be Incurred by the
         Company pursuant to this Indenture;

                  (7) Indebtedness of the Company consisting of obligations in
         respect of purchase price adjustments in connection with the
         acquisition or disposition of assets by the Company or any Restricted
         Subsidiary permitted under this Indenture;

                  (8) Capital Lease Obligations and Attributable Debt of the
         Company with respect to Sale/Leaseback Transactions in an aggregate
         principal amount not exceeding $10.0 million at any one time
         outstanding; and

                  (9) Indebtedness in an aggregate principal amount which,
         together with all other Indebtedness of the Company outstanding on the
         date of such Incurrence (other than Indebtedness permitted by clauses
         (1) through (8) above or paragraph (a)), does not exceed $20.0 million
         at any one time outstanding.

                  (c) Notwithstanding the foregoing, the Company shall not Incur
         any Indebtedness pursuant to the foregoing paragraph (b) if the
         proceeds thereof are used, directly or indirectly, to Refinance any
         Subordinated Obligations unless such Indebtedness shall be subordinated
         to the Notes to at least the same extent as such Subordinated
         Obligations.

                  (d) For purposes of determining compliance with Section 10.11,
         (i) in the event that an item of Indebtedness meets the criteria of
         more than one of the types of Indebtedness described above, the
         Company, in its sole discretion, will classify such item of
         Indebtedness and only be required to include the amount and type of
         such Indebtedness in one of the above clauses and (ii) an item of
         Indebtedness may be divided and classified in more than one of the
         types of Indebtedness described above.

            Section 10.12. Statement by Officers as to Default.

            The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, a written
statement signed by the chairman or a chief executive officer, the principal
financial officer or principal accounting officer of the Company, stating (i)
that a review of the activities of the Company 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 under this Indenture, and (ii) that, to the best knowledge of each
officer signing such certificate, the Company has kept, observed, performed and
fulfilled each and every covenant and condition contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions, conditions and covenants hereof (or, if a Default shall have
occurred, describing all such Defaults of which such officers may have
knowledge, their status and what action the Company is taking or proposes to
take with respect thereto). When any Default under this Indenture has occurred
and is continuing, or if the Trustee or any Holder or the trustee for or the
holder of any other evidence of Indebtedness of the Company or any Restricted
Subsidiary gives any notice or takes any other action with respect to a claimed
default (other than with respect to Indebtedness (other than Indebtedness
evidenced by the Notes) in the principal amount of less than $1.0 million), the
Company will promptly notify the Trustee of such
<PAGE>   57
                                      -54-


Default, notice or action and will deliver to the Trustee by registered or
certified mail or by telegram, or facsimile transmission followed by hard copy
by registered or certified mail an Officers' Certificate specifying such event,
notice or other action within five Business Days after the Company becomes aware
of such occurrence and what action the Company is taking or proposes to take
with respect thereto.

            Section 10.13. Limitation on Restricted Payments.

            (a) The Company shall not, and shall not permit any Restricted
      Subsidiary to, directly or indirectly, make a Restricted Payment if at the
      time the Company or such Restricted Subsidiary makes, and after giving
      effect to, the proposed Restricted Payment: (i) a Default shall have
      occurred and be continuing (or would result therefrom); (ii) the Company
      is not able to Incur an additional $1.00 of Indebtedness pursuant to
      paragraph (a) of Section 10.11; or (iii) the aggregate amount of such
      Restricted Payment and all other Restricted Payments since the Issue Date
      would exceed the sum of:

            (A)   50% of the Consolidated Net Income accrued during the period
                  (treated as one accounting period) from the beginning of the
                  fiscal quarter immediately following the fiscal quarter during
                  which the Notes were originally issued to the end of the most
                  recently ended fiscal quarter for which financial statements
                  are available at the time of such Restricted Payment (or, in
                  case such Consolidated Net Income shall be a deficit, minus
                  100% of such deficit);

            (B)   the aggregate Net Cash Proceeds received by the Company from
                  capital contributions or the issuance or sale of its Capital
                  Stock (other than Disqualified Stock) subsequent to the Issue
                  Date (other than an issuance or sale to a Subsidiary of the
                  Company and other than an issuance or sale to an employee
                  stock ownership plan or to a trust established by the Company
                  or any of its Subsidiaries for the benefit of its employees);

            (C)   the amount by which Indebtedness of the Company is reduced on
                  the Company's balance sheet upon the conversion or exchange
                  (other than by a Subsidiary of the Company) subsequent to the
                  Issue Date, of any Indebtedness of the Company for Capital
                  Stock (other than Disqualified Stock) of the Company (less the
                  amount of any cash, or the fair value of any other property,
                  distributed by the Company upon such conversion or exchange),
                  whether pursuant to the terms of such Indebtedness or pursuant
                  to an agreement with a creditor to engage in an equity for
                  debt exchange; and

            (D)   an amount equal to the sum of (i) the net reduction in
                  Investments in Unrestricted Subsidiaries resulting from
                  dividends, repayments of loans or advances or other transfers
                  of assets, in each case to the Company or any Restricted
                  Subsidiary from Unrestricted Subsidiaries, and (ii) the
                  portion (proportionate to the Company's equity interest in
                  such Subsidiary) of the fair market value of the net assets of
                  an Unrestricted Subsidiary at the time such Unrestricted
                  Subsidiary is designated a Restricted Subsidiary; provided,
                  however, that the foregoing sum shall not exceed, in the case
                  of any Unrestricted Subsidiary, the amount of Investments
                  previously made (and treated as a Restricted Payment) by the
                  Company or any Restricted Subsidiary in such Unrestricted
                  Subsidiary subsequent to the Issue Date.

            (b) The provisions of the foregoing paragraph (a) shall not
prohibit:
<PAGE>   58
                                      -55-


            (i)any purchase or redemption of Capital Stock or Subordinated
      Obligations of the Company made by exchange for, or out of the proceeds of
      the substantially concurrent sale of, Capital Stock of the Company (other
      than (A) Disqualified Stock or (B) Capital Stock issued or sold to a
      Subsidiary of the Company or other than an issuance or sale to an employee
      stock ownership plan or to a trust established by the Company or any of
      its Subsidiaries for the benefit of its employees) or out of the proceeds
      of a substantially concurrent capital contribution to the Company;
      provided, however, that (x) such purchase, capital contribution or
      redemption shall be excluded in the calculation of the amount of
      Restricted Payments and (y) the Net Cash Proceeds from such sale of
      Capital Stock or capital contribution shall be excluded from clause
      (iii)(B) of paragraph (a) above;

            (ii) any purchase, repurchase, redemption, defeasance or other
      acquisition or retirement for value of Subordinated Obligations in whole
      or in part (including premium, if any, and accrued and unpaid interest)
      made by exchange for, or out of the proceeds of the substantially
      concurrent sale of, Indebtedness of the Company which is permitted to be
      Incurred pursuant to Section 10.11; provided, however, that such purchase,
      repurchase, redemption, defeasance or other acquisition or retirement for
      value shall be excluded in the calculation of the amount of Restricted
      Payments; and

            (iii) dividends paid within 60 days after the date of declaration
      thereof if at such date of declaration such dividend would have complied
      with this covenant; provided, however, that such dividend shall be
      included in the calculation of the amount of Restricted Payments;

            Section 10.14. Limitation on Affiliate Transactions.

            (a) The Company shall not, and shall not permit any Restricted
      Subsidiary to, enter into any transaction (including the purchase, sale,
      lease or exchange of any property or the rendering of any service) with
      any Affiliate of the Company (an "Affiliate Transaction") unless the terms
      thereof (1) are no less favorable to the Company or such Restricted
      Subsidiary than those that could be obtained at the time of such
      transaction in a comparable transaction in arm's-length dealings with a
      Person who is not such an Affiliate, (2) if such Affiliate Transaction
      involves an amount in excess of $1.0 million, (i) are set forth in writing
      and (ii) have been approved by a majority of the members of the Board of
      Directors having no material personal financial stake in such Affiliate
      Transaction and (3) if such Affiliate Transaction involves an amount in
      excess of $5.0 million, have been determined by a nationally recognized
      investment banking firm or other qualified appraiser under the relevant
      circumstances to be fair, from a financial standpoint, to the Company or
      its Restricted Subsidiary, as the case may be.

            (b) The provisions of the foregoing paragraph (a) shall not prohibit
      (i) any Permitted Investment or Restricted Payment permitted to be made
      pursuant to Section 10.13, or any payment or transaction specifically
      excepted from the definition of Restricted Payment, (ii) any issuance of
      securities, or other payments, awards or grants in cash, securities or
      otherwise pursuant to, or the funding of, employment arrangements, stock
      options and stock ownership plans or any other similar arrangement
      heretofore or hereafter entered into in the ordinary course of business or
      consistent with past practice, (iii) the grant of stock options or similar
      rights to employees and directors pursuant to plans approved by the Board
      of Directors or the board of directors of the relevant Restricted
      Subsidiary, (iv) loans or advances to officers, directors or employees in
      the ordinary course of business, (v) the payment of reasonable fees to
      directors of the Company and its Restricted Subsidiaries who are not
      employees of the Company or its Restricted Subsidiaries, (vi) any
      Affiliate Transaction between the Company and a Wholly Owned Subsidiary or
      between Wholly Owned Subsidiaries, (vii) the purchase of or the payment of
      Indebtedness of or monies owed by the Company or any of its Restricted
      Subsidiaries for goods or materials purchased, or services received, in
      the ordinary course of business or (viii) any transaction pursuant to an
      agreement or arrangement in effect on the Issue Date.
<PAGE>   59
                                      -56-


            Section 10.15. Limitation on Sales of Assets and Subsidiary Stock.

                  (a) The Company shall not, and shall not permit any Restricted
            Subsidiary to, directly or indirectly, consummate any Asset
            Disposition unless (i) the Company or such Restricted Subsidiary
            receives consideration at the time of such Asset Disposition at
            least equal to the fair market value (including the value of all
            non-cash consideration), as determined in good faith by the Board of
            Directors, of the shares and assets subject to such Asset
            Disposition, and at least 75% of the consideration thereof received
            by the Company or such Restricted Subsidiary is in the form of cash
            or cash equivalents and (ii) an amount equal to 100% of the Net
            Available Cash from such Asset Disposition is applied by the Company
            (or such Restricted Subsidiary, as the case may be) (A) first, to
            the extent the Company elects in its sole discretion (or is required
            by the terms of any Indebtedness), to prepay, repay, redeem or
            purchase (and permanently reduce the commitments under) Indebtedness
            under the New Credit Agreement or that is otherwise secured by its
            assets subject to such Asset Disposition within one year from the
            later of the date of such Asset Disposition or the receipt of such
            Net Available Cash (the "Receipt Date"); (B) second, to the extent
            of the balance of such Net Available Cash after application in
            accordance with clause (A), to the extent the Company elects in its
            sole discretion, to acquire Additional Assets; provided, however,
            that the Company shall be required to commit such Net Available Cash
            to the acquisition of Additional Assets within one year from the
            later of the date of such Asset Disposition or the Receipt Date and
            shall be required to consummate the acquisition of such Additional
            Assets within 18 months from the Receipt Date; (C) third, to the
            extent of the balance of such Net Available Cash after application
            in accordance with clauses (A) and (B), to make an offer pursuant to
            paragraph (b) below to the Holders to purchase Notes pursuant to and
            subject to the conditions contained in this Indenture (an "Asset
            Sale Offer"); and (D) fourth, to the extent of the balance of such
            Net Available Cash after application in accordance with clauses (A),
            (B) and (C) to any other application or use not prohibited by this
            Indenture. Notwithstanding the foregoing provisions of this
            paragraph, the Company and the Restricted Subsidiaries shall not be
            required to apply the Net Available Cash in accordance with this
            paragraph except to the extent that the aggregate Net Available Cash
            from all Asset Dispositions which is not applied in accordance with
            this paragraph exceeds $5 million (at which time, the entire
            unutilized Net Available Cash, and not just the amount in excess of
            $5 million, shall be applied pursuant to this paragraph). Pending
            application of Net Available Cash pursuant to this covenant, such
            Net Available Cash shall be invested in Permitted Investments.

For the purposes of this covenant, the following are deemed to be cash or cash
equivalents: (x) the express assumption of Indebtedness of the Company or any
Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition, (y) securities received by the Company or any Restricted Subsidiary
from the transferee that are converted by the Company or such Restricted
Subsidiary into cash within 90 days of closing the transaction and (z) Temporary
Cash Investments.

                  (b) In the event of an Asset Disposition that requires the
            purchase of the Notes pursuant to clause (a)(ii)(C) above, the
            Company will be required to purchase Notes tendered pursuant to an
            offer by the Company for the Notes at a purchase price of 100% of
            their Accreted Value plus accrued but unpaid interest in accordance
            with the procedures (including prorating in the event of
            oversubscription) set forth in this Indenture. If the aggregate
            purchase price of Notes tendered pursuant to such offer is less than
            the Net Available Cash allotted to the purchase thereof, the Company
            will be required to apply the remaining Net Available Cash in
            accordance with clause (a)(ii)(D) above. The Company shall not be
            required to make such an offer to purchase Notes pursuant to this
            covenant if the Net Available Cash available therefor is less than
            $5 million (which lesser amount shall be carried forward for
            purposes of determining whether such an offer is required with
            respect to any subsequent Asset Disposition).
<PAGE>   60
                                      -57-


            Notice of an Asset Sale Offer shall be mailed by the Company not
more than 20 Business Days after the obligation to make such Asset Sale Offer
arises to the Holders of Notes at their last registered addresses with a copy to
the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from
the time of mailing for at least 20 Business Days and until 5:00 p.m., New York
City time, on the date fixed for Purchase of Notes validly tendered and not
withdrawn, which date shall be not later than the 30th Business Day following
the mailing of such Asset Sale Offer (the "Asset Sale Offer Purchase Date"). The
notice, which shall govern the terms of the Asset Sale Offer, shall include such
disclosures as are required by law and shall state:

                        (i)that the Asset Sale Offer is being made pursuant to
                  this Section 10.15 and that the Asset Sale Offer shall remain
                  open for a period of 20 Business Days or such longer period as
                  may be required by law;

                            (ii) the purchase price (including the amount of
                  accrued interest, if any) for each Note, the Asset Sale Offer
                  Purchase Date and the date on which the Asset Sale Offer
                  expires;

                            (iii) that any Note not tendered for payment will
                  continue to accrue interest in accordance with the terms
                  thereof;

                            (iv) that, unless the Company shall default in the
                  payment of the purchase price, any Note accepted for payment
                  pursuant to the Asset Sale Offer shall cease to accrue
                  interest after the Asset Sale Offer Purchase Date;

                            (v)that Holders electing to have Notes purchased
                  pursuant to an Asset Sale Offer will be required to surrender
                  their Notes to the Paying Agent at the address specified in
                  the notice prior to 5:00 p.m., New York City time, on the
                  Asset Sale Offer Purchase Date and must complete any form
                  letter of transmittal proposed by the Company and acceptable
                  to the Trustee and the Paying Agent;

                            (vi) that Holders of Notes will be entitled to
                  withdraw their election if the Paying Agent receives, not
                  later than 5:00 p.m., New York City time, on the Asset Sale
                  Offer Purchase Date, a facsimile transmission or letter
                  setting forth the name of the Holders, the principal amount of
                  Notes the Holders delivered for purchase, the Note certificate
                  number (if any) and a statement that such Holder is
                  withdrawing his election to have such Notes purchased;

                            (vii) that Holders whose Notes are purchased only in
                  part will be issued Notes of like tenor equal in principal
                  amount to the unpurchased portion of the Notes surrendered;

                            (viii) the instructions that Holders must follow in
                  order to tender their Notes; and

                            (ix) information concerning the business of the
                  Company, the most recent annual and quarterly reports of the
                  Company filed with the Commission pursuant to the Exchange Act
                  (or, if the Company is not required to file any such reports
                  with the SEC, the comparable reports prepared pursuant to
                  Section 10.09), a description of material developments in the
                  Company's business, information with respect to pro forma
                  historical financial information after giving effect to such
                  Asset Sale and such other information concerning the
                  circumstances and relevant facts regarding such Asset Sale and
                  Asset Sale Offer as would, in the good faith judgment of the
                  Company, be material to a Holder of Notes in connection with
                  the decision of such Holder as to whether or not it should
                  tender Notes pursuant to the Asset Sale Offer.

On the Asset Sale Offer Purchase Date, the Company will (i) accept for payment
Notes or portions thereof tendered pursuant to the Asset Sale Offer, (ii)
deposit with the Paying Agent money, in immediately available funds, sufficient
to pay the purchase price of all Notes or portions thereof so tendered and
accepted and (iii) deliver to the Trustee the Notes so accepted together with an
Officers' Certificate setting forth the Notes or portions thereof
<PAGE>   61
                                      -58-


tendered to and accepted for payment by the Company. The Paying Agent will
promptly mail or deliver to the Holders of Notes so accepted payment in an
amount equal to the purchase price, and the Trustee shall promptly authenticate
and mail or deliver to such Holders a new Note of like tenor equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company will publicly announce the results of the Asset Sale Offer
not later than the first Business Day following the Asset Sale Offer Purchase
Date.

                            (c) The Company shall comply, to the extent
                  applicable, with the requirements of Section 14(e) of the
                  Exchange Act and any other securities laws or regulations in
                  connection with the repurchase of Notes pursuant to this
                  covenant. To the extent that the provisions of any securities
                  laws or regulations conflict with provisions of this covenant,
                  the Company shall comply with the applicable securities laws
                  and regulations and shall not be deemed to have breached its
                  obligations under this clause by virtue thereof.

            Section 10.16.      Limitation on Liens.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or permit to exist any Lien upon
any of its property or assets, now owned or hereafter acquired, securing any
obligation unless concurrently with the creation of such Lien effective
provision is made to secure the Notes equally and ratably with such obligation
for so long as such obligation is so secured; provided, that, if such obligation
is a Subordinated Obligation, the Lien securing such obligation shall be
subordinated and junior to the Lien securing the Notes with the same or lesser
relative priority as such Subordinated Obligation shall have been with respect
to the Notes. The preceding restriction shall not require the Company or any
Restricted Subsidiary to secure the Notes if the Lien consists of the following:

                            (a) Liens created by this Indenture, Liens under the
                  New Credit Agreement and Liens existing as of the Issue Date;

                            (b) Permitted Liens;

                            (c) Liens to secure Indebtedness issued by the
                  Company for the purpose of financing all or a part of the
                  purchase price of assets or property acquired or constructed
                  in the ordinary course of business after the Issue Date;
                  provided, however, that (a) the aggregate principal amount (or
                  accreted value in the case of Indebtedness issued at a
                  discount) of Indebtedness so issued shall not exceed the
                  lesser of the cost or fair market value, as determined in good
                  faith by the Board of Directors of the Company, of the assets
                  or property so acquired or constructed, (b) the Indebtedness
                  secured by such Liens shall have been permitted to be Incurred
                  under Section 10.11 and (c) such Liens shall not encumber any
                  other assets or property of the Company or any of its
                  Restricted Subsidiaries other than such assets or property or
                  any improvement on such assets or property and shall attach to
                  such assets or property within 90 days of the construction or
                  acquisition of such assets or property;

                            (d) Liens on the assets or property of a Restricted
                  Subsidiary existing at the time such Restricted Subsidiary
                  becomes a Restricted Subsidiary and not issued as a result of
                  (or in connection with or in anticipation of) such Restricted
                  Subsidiary becoming a Restricted Subsidiary; provided,
                  however, that such Liens do not extend to or cover any other
                  property or assets of the Company or any of its other
                  Restricted Subsidiaries;

                            (e) Liens securing Capital Lease Obligations
                  Incurred in accordance with Section 10.11;

                            (f) Liens with respect to Sale/Leaseback
                  Transactions permitted by clause (b)(8) of Section 10.11;
<PAGE>   62
                                      -59-


                            (g) Liens securing Indebtedness issued to Refinance
                  Indebtedness which has been secured by a Lien permitted under
                  this Indenture and is permitted to be Refinanced under this
                  Indenture; provided, however, that such Liens do not extend to
                  or cover any property or assets of the Company or any of its
                  Restricted Subsidiaries not securing the Indebtedness so
                  Refinanced; or

                            (h) Liens on assets of the Company or any of its
                  Restricted Subsidiaries securing Indebtedness in an aggregate
                  principal amount not to exceed $10.0 million.

            Section 10.17. Limitation on Sale/Leaseback Transactions.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any
property unless (i) the Company or such Restricted Subsidiary would be (A) in
compliance with Sections 10.11 or 10.18 immediately after giving effect to such
Sale/Leaseback Transaction and (B) entitled to create a Lien on such property
securing the Attributable Debt with respect to such Sale/Leaseback Transaction
without securing the Notes pursuant to Section 10.16, (ii) the net proceeds
received by the Company or any Restricted Subsidiary in connection with such
Sale/Leaseback Transaction are at least equal to the fair market value (as
determined by the Board of Directors of the Company) of such property and (iii)
the Company or such Restricted Subsidiary applies the proceeds of such
transaction in compliance with Section 10.15.

            Section 10.18. Limitation on Indebtedness and Preferred Stock by
Restricted Subsidiaries.

                  The Company shall not permit any Restricted Subsidiary to
Incur, directly or indirectly, any Indebtedness or Preferred Stock except:

                            (a) Indebtedness or Preferred Stock issued to and
                  held by the Company or a Wholly Owned Subsidiary; provided,
                  however, that any subsequent issuance or transfer of any
                  Capital Stock which results in any such Wholly Owned
                  Subsidiary ceasing to be a Wholly Owned Subsidiary or any
                  subsequent transfer of such Indebtedness or Preferred Stock
                  (other than to the Company or a Wholly Owned Subsidiary) shall
                  be deemed, in each case, to constitute the issuance of such
                  Indebtedness or Preferred Stock by the issuer thereof;

                            (b) Indebtedness or Preferred Stock of a Restricted
                  Subsidiary Incurred and outstanding on or prior to the date on
                  which such Restricted Subsidiary was acquired by the Company
                  (other than Indebtedness or Preferred Stock Incurred in
                  connection with, or to provide all or any portion of the funds
                  or credit support utilized to consummate, the transaction or
                  series of related transactions pursuant to which such
                  Restricted Subsidiary became a Restricted Subsidiary or was
                  acquired by the Company); provided, however, that on the date
                  of such acquisition and after giving effect thereto, the
                  Company would have been able to Incur at least $1.00 of
                  additional Indebtedness pursuant to clause (a) of Section
                  10.11;

                            (c) Indebtedness or Preferred Stock outstanding on
                  the Issue Date (other than Indebtedness or Preferred Stock
                  described in clauses (a) or (b) of this paragraph);

                            (d) Indebtedness of any Restricted Subsidiary
                  consisting of obligations in respect of purchase price
                  adjustments in connection with the acquisition or disposition
                  of assets by the Company or any Restricted Subsidiary
                  permitted under this Indenture;

                            (e) Preferred Stock which is not Disqualified Stock;
                  provided, however, that such Restricted Subsidiary shall not
                  pay cash dividends on such Preferred Stock; and
<PAGE>   63
                                      -60-


                            (f) Refinancing Indebtedness Incurred in respect of
                  Indebtedness or Preferred Stock referred to in clauses (b) or
                  (c) of this paragraph or this clause (f); provided, however,
                  that to the extent such Refinancing Indebtedness directly or
                  indirectly Refinances Indebtedness or Preferred Stock of a
                  Restricted Subsidiary described in clause (b), such
                  Refinancing Indebtedness shall be Incurred only by such
                  Restricted Subsidiary.

            Section 10.19. Limitation on Restrictions on Distributions from
                           Restricted Subsidiaries.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on its Capital
Stock to the Company or a Restricted Subsidiary, (b) pay any Indebtedness owed
to the Company, (c) make any loans or advances to the Company or (d) to transfer
any of its property or assets to the Company, except:

                            (i)any encumbrance or restriction pursuant to an
                  agreement in effect at or entered into on the Issue Date;

                            (ii) any encumbrance or restriction with respect to
                  a Restricted Subsidiary pursuant to an agreement relating to
                  any Indebtedness Incurred by such Restricted Subsidiary on or
                  prior to the date on which such Restricted Subsidiary was
                  acquired by the Company (other than Indebtedness Incurred as
                  consideration in, or to provide all or any portion of the
                  funds or credit support utilized to consummate, the
                  transaction or series of related transactions pursuant to
                  which such Restricted Subsidiary became a Restricted
                  Subsidiary or was acquired by the Company) and outstanding on
                  such date;

                            (iii) any encumbrance or restriction pursuant to an
                  agreement effecting a Refinancing of Indebtedness Incurred
                  pursuant to an agreement referred to in clause (i) or (ii) of
                  this Section 10.19 or this clause (iii) or contained in any
                  amendment to an agreement referred to in clause (i) or (ii) of
                  this Section 10.19 or this clause (iii); provided, however,
                  that the encumbrances and restrictions with respect to such
                  Restricted Subsidiary contained in any such refinancing
                  agreement or amendment are no less favorable to the
                  Noteholders than encumbrances and restrictions with respect to
                  such Restricted Subsidiary contained in such agreements;

                            (iv) any such encumbrance or restriction consisting
                  of customary non-assignment provisions in leases to the extent
                  such provisions restrict the transfer of the lease or sublease
                  or the property leased or subleased thereunder or in purchase
                  money financings;

                            (v)in the case of clause (d) above, restrictions
                  contained in security agreements or mortgages securing
                  Indebtedness of a Restricted Subsidiary to the extent such
                  restrictions restrict the transfer of the property subject to
                  such security agreements or mortgages;

                            (vi)     encumbrances or restrictions imposed by
                  operation of applicable law; and

                            (vii) any restriction with respect to a Restricted
                  Subsidiary imposed pursuant to an agreement entered into for
                  the sale or disposition of all or substantially all the
                  Capital Stock or assets of such Restricted Subsidiary pending
                  the closing of such sale or disposition.

            Section 10.20. Limitation on the Sale or Issuance of Capital Stock
                           of Restricted Subsidiaries.
<PAGE>   64
                                      -61-


            The Company shall not sell or otherwise dispose of any shares of
Capital Stock of a Restricted Subsidiary, and shall not permit any Restricted
Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any
shares of its Capital Stock except (i) to the Company or a Wholly Owned
Subsidiary or (ii) if, immediately after giving effect to such issuance, sale or
other disposition, such Restricted Subsidiary remains a Restricted Subsidiary;
provided, however, that in connection with any such sale or disposition of
Capital Stock the Company or any such Restricted Subsidiary complies with
Section 10.15.

            Section 10.21. Compliance Certificates and Opinions.

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

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

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

                            (ii) 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;

                            (iii) a statement that, in the opinion of each such
                  individual, he has made such examination or investigation as
                  is necessary to enable him to express an informed opinion as
                  to whether such covenant or condition has been complied with;
                  and

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

                                 ARTICLE ELEVEN

                           SATISFACTION AND DISCHARGE


            Section 11.01. Satisfaction and Discharge of Indenture.

            This Indenture will cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of the Notes, as
expressly provided for in this Indenture) as to all outstanding Notes when: (i)
either (a) all the Notes theretofore authenticated and delivered (except lost,
stolen or destroyed Notes which have been replaced or paid) have been delivered
to the Trustee for cancellation or (b) all Notes not theretofore delivered to
the Trustee for cancellation have become due and payable and the Company has
irrevocably deposited or caused to be deposited with the Trustee an amount in
United States dollars sufficient to pay and discharge the entire indebtedness on
the Notes not theretofore delivered to the Trustee for cancellation, for the
principal of, premium, if any, and interest to the date of deposit; (ii) the
Company has paid or caused to be paid all other sums payable under this
Indenture by the Company; and (iii) the Company has delivered to the Trustee an
officers' certificate and an opinion of counsel each stating that all conditions
precedent under this Indenture relating to the satisfaction and discharge of
this Indenture have been complied with.
<PAGE>   65
                                      -62-


            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Sections 4.05 and 6.07 and,
if money shall have been deposited with the Trustee pursuant to subclause (1)(b)
of this Section 11.01, the obligations of the Trustee under Section 11.02 and
the last paragraph of Section 10.03 shall survive.

            Section 11.02. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Section 11.01 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the persons entitled thereto, of the principal of, premium, if
any, and interest on the Notes for whose payment such money has been deposited
with the Trustee.

                                 ARTICLE TWELVE

                                   REDEMPTION


            Section 12.01. Notices to the Trustee.

            If the Company elects to redeem Notes pursuant to Paragraph 3 of the
Initial Notes or Paragraph 2 of the Exchange Notes, it shall notify the Trustee
of the Redemption Date and principal amount of Notes to be redeemed.

            The Company shall notify the Trustee of any redemption at least 45
days before the Redemption Date by an Officers' Certificate, stating that such
redemption will comply with the provisions hereof and of the Notes.

            Section 12.02. Selection of Notes To Be Redeemed.

            In the event that less than all of the Notes are to be redeemed at
any time, selection of such Notes for redemption will be made by the Trustee in
compliance with any applicable requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not then
listed on a national securities exchange (or if the Notes are so listed but the
exchange does not impose requirements with respect to the selection of debt
securities for redemption), on a pro rata basis, by lot or by such method as the
Trustee in its sole discretion shall deem fair and appropriate; provided,
however, that no Notes of a principal amount at maturity of $1,000 or less shall
be redeemed in part.

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

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

            Section 12.03. Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed, at the address of such Holder
appearing in the Note register maintained by the Registrar.

            All notices of redemption shall identify the Notes to be redeemed
and shall state:
<PAGE>   66
                                      -63-


                            (a) the Redemption Date;

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

                            (c) that, unless the Company defaults in making the
                  redemption payment, interest on Notes called for redemption
                  ceases to accrue on and after the Redemption Date, and the
                  only remaining right of the Holders of such Notes is to
                  receive payment of the Redemption Price plus unpaid interest
                  on the Notes through the Redemption Date, upon surrender to
                  the Paying Agent of the Notes redeemed;

                            (d) if any Note is to be redeemed in part, the
                  portion of the principal amount at maturity (equal to $1,000
                  or any integral multiple thereof) of such Note to be redeemed
                  and that on and after the Redemption Date, upon surrender for
                  cancellation of such Note to the Paying Agent, a new Note or
                  Notes in the aggregate principal amount at maturity equal to
                  the unredeemed portion thereof will be issued without charge
                  to the Noteholder;

                            (e) that Notes called for redemption must be
                  surrendered to the Paying Agent to collect the Redemption
                  Price and the name and address of the Paying Agent; and

                            (f) the CUSIP or CINS number, if any, relating to
                  such Notes.

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

            Section 12.04. Effect of Notice of Redemption.

            Once notice of redemption is mailed, Notes called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, such Notes called for redemption shall be paid at
the Redemption Price plus accrued interest, if any, to the Redemption Date, but
interest installments whose maturity is on or prior to such Redemption Date will
be payable on the relevant Interest Payment Dates to the Holders of record at
the close of business on the relevant record dates referred to in the Notes.

            Section 12.05. Deposit of Redemption Price.

            On or prior to any Redemption Date, the Company shall deposit with
the Paying Agent an amount of money in same day funds sufficient to pay the
Redemption Price of, and any accrued interest on, all the Notes or portions
thereof which are to be redeemed on that date, other than Notes or portions
thereof called for redemption on that date which have been delivered by the
Company to the Trustee for cancellation.

            If the Company complies with the preceding paragraph, then, unless
the Company defaults in the payment of such Redemption Price, interest on the
Notes to be redeemed will cease to accrue on and after the applicable Redemption
Date, whether or not such Notes are presented for payment, and the Holders of
such Notes shall have no further rights with respect to such Notes except for
the right to receive the Redemption Price plus unpaid interest on the Notes
through the Redemption Date, upon surrender of such Notes. If any Note called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal, premium, if any, and, to the extent lawful, accrued interest thereon
shall, until paid, bear interest from the Redemption Date at the rate provided
in the Notes.

            Section 12.06. Notes Redeemed or Purchased in Part.

            Upon surrender to the Paying Agent of a Note which is to be redeemed
in part, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Note without service charge, a new Note
<PAGE>   67
                                      -64-


or Notes, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the unredeemed portion
of the principal of the Note so surrendered that is not redeemed.
<PAGE>   68
                                      -65-


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


SPINCYCLE, INC.

                                       By:    /s/ Patrick Boyer
                                           -----------------------------------
                                          Name:   Patrick Boyer
                                          Title:  Chief Financial Officer


                                         NORWEST BANK MINNESOTA, N.A.,
                                            as Trustee

                                       By:    /s/ Raymond S. Haverstock
                                           -----------------------------------
                                          Name:   Raymond S. Haverstock
                                          Title:  Vice President
<PAGE>   69
                                      -1-


                                                                     EXHIBIT A-1

                                 [FORM OF NOTE]

            THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) INSIDE THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE OF THE UNITED
STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.


                                     A-1-1
<PAGE>   70
                                      -2-

                                 SPINCYCLE, INC.

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

                12-3/4% SENIOR DISCOUNT NOTES DUE 2005, SERIES A


CUSIP No. __________
No. ___________   $

            SPINCYCLE, INC., a corporation incorporated under the laws of the
State of Delaware (herein called 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 May 1, 2005, at the office or agency
of the Company referred to below. The Notes are unsecured senior obligations of
the Company, limited to $144,990,000 aggregate principal amount at maturity, and
will mature on May 1, 2005. Except as described below under "Registration
Rights", no cash interest will accrue on the Notes prior to May 1, 2001,
although for U.S. federal income tax purposes a significant amount of original
issue discount, taxable as ordinary income, will be recognized by a Holder as
such discount accrues from the issue date of the Notes through May 1, 2005. Cash
interest will accrue on the Notes at the rate per annum shown above from May 1,
2001, or from the most recent date to which interest has been paid or provided
for, payable semi-annually to Holders of record at the close of business on the
April 15 or October 15 immediately preceding the interest payment date on May 1
and November 1 of each year, commencing November 1, 2001 (each, an "Interest
Payment Date"). The Company will pay interest on overdue principal at 1% per
annum in excess of such rate, and it will pay interest on overdue installments
of cash interest at such higher rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

            The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on April 15 and
October 15 (each a "Regular Record Date"), whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the then applicable interest rate borne by the Notes, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may be paid to the person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice of which shall be given to Holders of Notes not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

            Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan in The City of New York, State of New York,
or at such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the person entitled thereto as such address shall
appear on the Note Register.

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof.


                                     A-1-2
<PAGE>   71
                                      -3-


            Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

                 [Remainder of Page Intentionally Left Blank]


                                     A-1-3
<PAGE>   72
                                      -4-


            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

Dated:                              SPINCYCLE, INC.

                                    By:_______________________________
                                       Name:
                                       Title:

                                    By:_______________________________
                                       Name:
                                       Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 12-3/4% Senior Discount Notes due 2005, Series A, referred to
in the within-mentioned Indenture.

                                    NORWEST BANK MINNESOTA, N.A., as
                                    Trustee

                                    By:________________________________
                                       Authorized Signatory


                                     A-1-4
<PAGE>   73
                                      -5-


                                [REVERSE OF NOTE]

         1. Indenture. This Note is one of a duly authorized issue of Notes of
the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series A
(herein called the "Initial Notes"). The Notes are limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount at
maturity to $144,990,000, which may be issued under an indenture (herein called
the "Indenture") dated as of April 29, 1998, by and between the Company and
Norwest Bank Minnesota, N.A., as trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered. The
Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes (including the Exchange Notes referred to below), issued in exchange for
the Initial Notes pursuant to the Registration Rights Agreement. The Initial
Notes and the Unrestricted Notes are treated as a single class of securities
under the Indenture.

         All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

         The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (the
"TIA"), as in effect on the date of the Indenture. Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of such terms.

         No reference herein to the Indenture and no provisions of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

         2.  Optional Redemption.  Except as set forth in the following
paragraph, the Notes will not be redeemable at the option of the Company
prior to May 1, 2002.  Thereafter, the Notes will be redeemable, at the
Company's option, in whole or in part, at any time or from time to time, upon
not less than 30 nor more than 60 days' prior notice mailed by first-class
mail to each Holder's registered address, at the following redemption prices
(expressed in percentages of principal amount at maturity), plus accrued
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date), if redeemed during the 12-month period commencing on May 1 of the
years set forth below:

<TABLE>
<CAPTION>
Redemption
Period                          Redemption Price
------                          ----------------
<S>                             <C>
2002....................            106.375%

2003....................            103.188%

2004 and thereafter.....            100.000%
</TABLE>

            In addition, at any time and from time to time prior to May 1, 2001,
the Company may redeem in the aggregate up to 35% of the Accreted Value of the
Notes with the proceeds of one or more Public Equity Offerings following which
there is a Public Market, at a redemption price of 112.750% of the Accreted
Value; provided, however, that at least $94.2 million aggregate principal amount
at maturity of the Notes must remain outstanding after each such redemption.


                                     A-1-5
<PAGE>   74
                                      -6-


            In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no Note of $1,000 in principal amount at maturity or less
shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note.

            3. Registration Rights. Pursuant to the Registration Rights
Agreement by and among the Company and the Initial Purchasers, the Company will
be obligated to consummate an exchange offer pursuant to which the Holder of
this Note shall have the right to exchange this Note for 12 3/4% Senior Discount
Notes due 2005, Series B, of the Company (herein called the "Exchange Notes"),
which have been registered under the Securities Act, in like principal amount
and having identical terms as the Notes (other than as set forth in this
paragraph). The Holders of Notes shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

            4. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to certain conditions and limitations contained
therein, the Company shall make an offer to purchase all or a portion of the
Notes in accordance with the procedures set forth in the Indenture.

            5. Defaults and Remedies. If an Event of Default occurs and is
continuing, the principal of all of the Outstanding Notes, plus all accrued and
unpaid interest, if any, to and including the date the Notes are paid, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

            6. Defeasance. The Indenture contains provisions (which provisions
apply to this Note) for defeasance at any time of (a) the entire indebtedness of
the Company on this Note and (b) certain restrictive covenants and related
Defaults and Events of Default, in each case upon compliance by the Company with
certain conditions set forth therein.

            7. Amendments and Waivers. The Indenture permits, with certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of Accreted Value of the Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages of Accreted Value of the Notes at the time Outstanding, on
behalf of the Holders of all the Notes, to waive compliance by the Company with
certain provisions of this Indenture and certain past Defaults under the
Indenture and this Note and their consequences. Any such consent or waiver by or
on behalf of the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.

            8. Denominations, Transfer and Exchange. The Notes are issuable only
in registered form without coupons in denominations of $1,000 principal amount
at maturity and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.


                                     A-1-6
<PAGE>   75
                                      -7-


            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan in The City of New York, State of New York, or at such other office or
agency of the Company as may be maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

            No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

            9. Persons Deemed Owners. Prior to and at the time of due
presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note shall be overdue, and neither the Company, the Trustee nor any agent
shall be affected by notice to the contrary.

            10. GOVERNING LAW. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

            The Company will furnish to any Holder of a Note upon written
request and without charge a copy of this Indenture. Requests may be made to:
SPINCYCLE, INC., 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale,
Arizona 85260.


                                     A-1-7
<PAGE>   76

                                      -8-

                                 ASSIGNMENT FORM

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

I or we assign and transfer this Note to
________________________________________________________________________________

(Insert assignee's social security or tax ID number)____________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

agent to transfer this Note on the books of the Company.  The agent may
substitute another to act for such agent.

            In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the date two years (or such shorter period of time as
permitted by Rule 144 under the Securities Act or any successor provision
thereunder) after the later of the original issuance date appearing on the face
of this Note (or any Predecessor Note) or the last date on which the Company or
any Affiliate of the Company was the owner of this Note (or any Predecessor
Note), the undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the transfer and that:

                                   [Check One]

[ ]   (a)    this Note is being transferred in compliance with the
             exemption from registration under the Securities Act provided by
             Rule 144A thereunder.

                                       or

[ ]   (b)    this Note is being transferred other than in accordance with (a)
             above and documents are being furnished which comply with the
             conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked and, in the case of (b) above, if the
appropriate document is not attached or otherwise furnished to the Trustee, the
Trustee or Registrar shall not be obligated to register this Note in the name of
any person other than the Holder hereof unless and until the conditions to any
such transfer of registration set forth herein and in Section 3.16 and Section
3.17 of this Indenture shall have been satisfied.


                                     A-1-8
<PAGE>   77

                                      -9-

Date:______________             Your signature:_____________________________

                                (Sign exactly as your name appears on the other
                                side of this Note)

                                By:______________________________________
                                   NOTICE:  To be executed
                                   by an executive officer

Signature Guarantee:_______________________________


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

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A (including the information
specified in Rule 144A(d)(4)) or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

Dated:______________                          _________________________________
                                              NOTICE:  To be executed by
                                              an executive officer


                                     A-1-9
<PAGE>   78
                                      -10-


                       OPTION OF HOLDER TO ELECT PURCHASE


            If you wish to have this Note purchased by the Company pursuant to
Section 10.10 or 10.15 of the Indenture, check the appropriate box:

            Section 10.10 [   ]
            Section 10.15 [   ]

            If you wish to have a portion of this Note purchased by the Company
pursuant to Section 10.10 or 10.15 of the Indenture, state the amount:

            $___________________________________________________________________

________________________________________________________________________________

Date:  ______________      Your signature:______________________________________
                                          (Sign exactly as your name appears on
                                          the other side of this Note)

                                          By:___________________________________
                                                NOTICE: To be executed
                                                by an executive officer

Signature Guarantee: ____________________________________


                                     A-1-10
<PAGE>   79
                                      -1-


                                                                     EXHIBIT A-2
                                 SPINCYCLE, INC.

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

                12-3/4% SENIOR DISCOUNT NOTES DUE 2005, SERIES B


CUSIP No. __________
No. ________________                                                $

            SPINCYCLE, INC., a corporation incorporated under the laws of the
State of Delaware (herein called 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 May 1, 2005, at the office or agency
of the Company referred to below. The Notes are unsecured senior obligations of
the Company, limited to $144,990,000 aggregate principal amount at maturity, and
will mature on May 1, 2005. Except as described below under "Registration
Rights", no cash interest will accrue on the Notes prior to May 1, 2001,
although for U.S. federal income tax purposes a significant amount of original
issue discount, taxable as ordinary income, will be recognized by a Holder as
such discount accrues from the issue date of the Notes through May 1, 2005. Cash
interest will accrue on the Notes at the rate per annum shown above from May 1,
2001, or from the most recent date to which interest has been paid or provided
for, payable semi-annually to Holders of record at the close of business on the
April 15 or October 15 immediately preceding the interest payment date on May 1
and November 1 of each year, commencing November 1, 2001 (each, an "Interest
Payment Date"). The Company will pay interest on overdue principal at 1% per
annum in excess of such rate, and it will pay interest on overdue installments
of cash interest at such higher rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

            The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on April 15 and
October 15 (each a "Regular Record Date"), whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the then applicable interest rate borne by the Notes, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may be paid to the person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice of which shall be given to Holders of Notes not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

            Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan in The City of New York, State of New York,
or at such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the person entitled thereto as such address shall
appear on the Note Register. Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof.


                                     A-2-1
<PAGE>   80
                                      -2-


            Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

                 [Remainder of Page Intentionally Left Blank]


                                     A-2-2
<PAGE>   81
                                      -3-


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:                          SPINCYCLE, INC.


                                By:_________________________________
                                     Name:
                                     Title:

                                By:_________________________________
                                     Name:
                                     Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the 12-3/4% Senior Discount Notes due 2005, Series B,
referred to in the within-mentioned Indenture.

                                    NORWEST BANK MINNESOTA, N.A., as Trustee

                                    By:________________________________________
                                           Authorized Signature


                                     A-2-3
<PAGE>   82
                                      -4-


                                [REVERSE OF NOTE]

            1. Indenture. This Note is one of a duly authorized issue of Notes
of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series
B (herein called the "Initial Notes"). The Notes are limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount at maturity to $144,990,000, which may be issued under an indenture
(herein called the "Indenture") dated as of April 29, 1998, by and between the
Company and Norwest Bank Minnesota, N.A., as trustee (herein called the
"Trustee," which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Notes, and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes include the Initial Notes, the Private
Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred
to below), issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a
single class of securities under the Indenture.

            All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

            The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything
to the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of such terms.

            No reference herein to the Indenture and no provisions of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

            2. Optional Redemption. Except as set forth in the following
paragraph, the Notes will not be redeemable at the option of the Company prior
to May 1, 2002. Thereafter, the Notes will be redeemable, at the Company's
option, in whole or in part, at any time or from time to time, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at the following redemption prices (expressed in
percentages of principal amount at maturity), plus accrued interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on May 1 of the years set forth
below:

<TABLE>
<CAPTION>
                                                     Redemption
                Period                                  Price
                ------                                  -----
<S>                                                  <C>
                2002...............................    106.375%

                2003...............................    103.188%

                2004 and thereafter................    100.000%
</TABLE>

            In addition, at any time and from time to time prior to May 1, 2001,
the Company may redeem in the aggregate up to 35% of the Accreted Value of the
Notes with the proceeds of one or more Public Equity Offerings following which
there is a Public Market, at a redemption price of 112.750% of the Accreted
Value; provided, however, that at least $94.2 million aggregate principal amount
at maturity of the Notes must remain outstanding after each such redemption.

            In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair


                                     A-2-4
<PAGE>   83
                                      -5-


and appropriate, although no Note of $1,000 in principal amount at maturity or
less shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note.

            3. Offers to Purchase. Sections 10.10 and 10.15 of the Indenture
provide that upon the occurrence of a Change of Control and following certain
Asset Sales, and subject to certain conditions and limitations contained
therein, the Company shall make an offer to purchase all or a portion of the
Notes in accordance with the procedures set forth in the Indenture.

            4. Defaults and Remedies. If an Event of Default occurs and is
continuing, the principal of all of the Outstanding Notes, plus all accrued and
unpaid interest, if any, to and including the date the Notes are paid, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

            5. Defeasance. The Indenture contains provisions (which provisions
apply to this Note) for defeasance at any time of (a) the entire indebtedness of
the Company on this Note and (b) certain restrictive covenants and related
Defaults and Events of Default, in each case upon compliance by the Company with
certain conditions set forth therein.

            6. Amendments and Waivers. The Indenture permits, with certain
exceptions as provided therein, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of Accreted Value of the Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages of Accreted Value of the Notes at the time Outstanding, on
behalf of the Holders of all the Notes, to waive compliance by the Company with
certain provisions of this Indenture and certain past Defaults under the
Indenture and this Note and their consequences. Any such consent or waiver by or
on behalf of the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.

            7. Denominations, Transfer and Exchange. The Notes are issuable only
in registered form without coupons in denominations of $1,000 principal amount
at maturity and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for
a like aggregate principal amount of Notes of a different authorized
denomination, as requested by the Holder surrendering the same.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan in The City of New York, State of New York, or at such other office or
agency of the Company as may be maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

            No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.


                                     A-2-5
<PAGE>   84
                                      -6-


            8. Persons Deemed Owners. Prior to and at the time of due
presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note shall be overdue, and neither the Company, the Trustee nor any agent
shall be affected by notice to the contrary.

            9. GOVERNING LAW. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

            The Company will furnish to any Holder of a Note upon written
request and without charge a copy of this Indenture. Requests may be made to:
SPINCYCLE, INC., 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale,
Arizona 85260.


                                     A-2-6
<PAGE>   85
                                      -7-


                                 ASSIGNMENT FORM

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

I or we assign and transfer this Note to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Insert assignee's social security or tax ID number)____________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code) and irrevocably appoint

________________________________________________________________________________
agent to transfer this Note on the books of the Company.  The agent may
substitute another to act for such agent.

Date:  ______________       Your signature:____________________________
                                          (Sign exactly as your name appears
                                          on the other side of this Note)


                                       By:_________________________________
                                           NOTICE:  To be executed
                                           by an executive officer


Signature Guarantee:____________________________________


                                     A-2-7
<PAGE>   86
                                      -8-


                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to have this Note purchased by the Company pursuant to
Section 10.10 or 10.15 of the Indenture, check the appropriate box:

                   Section 10.10 [   ]
                   Section 10.15 [   ]

            If you wish to have a portion of this Note purchased by the Company
pursuant to Section 10.10 or 10.15 of the Indenture, state the amount:

            $__________________________________________________________________
________________________________________________________________________________


Date:_____________________       Your signature:________________________________
                                                  (Sign exactly as your name
                                                  appears on the other side of
                                                  this Note)

                                               By:______________________________
                                                  NOTICE:  To be executed
                                                  by an executive officer


Signature Guarantee:_________________________________________


                                     A-2-8
<PAGE>   87
                                     -1-                           

                                                                       EXHIBIT B

                    FORM OF LEGEND FOR BOOK-ENTRY SECURITIES

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

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

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO 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 IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                      B-1
<PAGE>   88
                                       -2-
                                                                       EXHIBIT C
                                                                      


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


Norwest Bank Minnesota, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  Corporate Trust Department


                   Re:  SPINCYCLE,  INC.
                        (the "Company") 12 3/4% Senior Discount
                        Notes due 2005 (the "Securities")

Ladies and Gentlemen:

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

            (1)  the offer of the Securities was not made to a person in the
United States;

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

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

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

            (5)  we have advised the transferee of the transfer restrictions
applicable to the Securities;

            (6) if the circumstances set forth in Rule 904(B) under the
Securities Act are applicable, we have complied with the additional conditions
therein, including (if applicable) sending a confirmation or other notice
stating that the Securities may be offered and sold during the distribution
compliance period specified in Rule 903 of Regulation S; pursuant to
registration of the Securities under the Securities Act; or pursuant to an
available exemption from the registration requirements under the Securities Act;
and

            (7) if the sale is made during a distribution compliance period and
the provisions of Rule 903 are applicable thereto, we confirm that such sale has
been made in accordance with such provisions.


                                      C-2
<PAGE>   89
                                      -3-

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


                                        Very truly yours,

                                        [Name of Transferor]



                                        By:____________________________________
                                              Authorized Signature


                                      C-3