<PAGE>

                                                                  EXECUTION COPY

                                                                     EXHIBIT 4.4

================================================================================

                            MSX INTERNATIONAL, INC.,

                                       AND

                            MSX INTERNATIONAL LIMITED

                                   as Issuers,

                           THE GUARANTORS NAMED HEREIN

                                       AND

                           BNY MIDWEST TRUST COMPANY,

                       as Trustee and as Collateral Agent

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

                                    INDENTURE

                           Dated as of August 1, 2003

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

                                      UNITS
                                  CONSISTING OF
        $860 PRINCIPAL AMOUNT OF 11% SENIOR SECURED NOTES DUE 2007 OF MSX
                               INTERNATIONAL, INC.
                                       AND
 $140 PRINCIPAL AMOUNT OF 11% SENIOR SECURED NOTES DUE 2007 OF MSX INTERNATIONAL
                                     LIMITED

================================================================================

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                                        INDENTURE
SECTION                                                                                       SECTION
-------                                                                                       -------
<S>                                                                                       <C>
310(a)(1).............................................................................    7.9; 7.10
   (a)(2).............................................................................    7.10
   (a)(3).............................................................................    N.A.
   (a)(4).............................................................................    N.A.
   (a)(5).............................................................................    7.10
   (b)................................................................................    7.3, 7.8; 7.10
   (c)................................................................................    N.A.
311(a)................................................................................    7.3, 7.11
   (b)................................................................................    7.3, 7.11
312(a)................................................................................    2.5
   (b)................................................................................    12.3
   (c)................................................................................    12.3
313(a)................................................................................    7.6
   (b)(1).............................................................................    7.6
   (b)(2).............................................................................    7.6
   (c)................................................................................    7.5, 7.6, 12.2
   (d)................................................................................    7.6
314(a)................................................................................    4.2; 4.13; 12.2
   (b)................................................................................    7.6, 10.3
   (c)(1).............................................................................    12.4
   (c)(2).............................................................................    12.4
   (c)(3).............................................................................    N.A.
   (d)................................................................................    10.4
   (e)................................................................................    12.5
315(a)................................................................................    7.1
   (b)................................................................................    7.5; 12.2
   (c)................................................................................    7.1
   (d)................................................................................    7.1
   (e)................................................................................    6.11
316(a)(last sentence).................................................................    12.6
   (a)(1)(A)..........................................................................    6.5
   (a)(1)(B)..........................................................................    6.4
   (a)(2).............................................................................    N.A.
   (b)................................................................................    6.7
   317(a)(1)..........................................................................    6.8
   (a)(2).............................................................................    6.9
   (b)................................................................................    2.4
   (c)................................................................................    9.4
   318(a).............................................................................    12.1
</TABLE>

         ----------------------------
N.A. means Not Applicable.

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               PAGE
<S>                                                                                            <C>
ARTICLE 1         DEFINITIONS AND INCORPORATION BY REFERENCE..............................       1

         SECTION 1.1           Definitions................................................       1

         SECTION 1.2           Other Definitions..........................................      22

         SECTION 1.3           Incorporation by Reference of Trust Indenture Act..........      23

         SECTION 1.4           Rules of Construction......................................      23

ARTICLE 2         THE SECURITIES..........................................................      24

         SECTION 2.1           Form and Dating............................................      24

         SECTION 2.2           Execution and Authentication; Aggregate Principal Amount...      25

         SECTION 2.3           Registrar and Paying Agent.................................      26

         SECTION 2.4           Paying Agent To Hold Money in Trust........................      26

         SECTION 2.5           Holder Lists...............................................      27

         SECTION 2.6           Transfer and Exchange......................................      27

         SECTION 2.7           Replacement Units and Notes................................      29

         SECTION 2.8           Outstanding Units and Notes................................      30

         SECTION 2.9           Temporary Units and Notes..................................      30

         SECTION 2.10          Cancellation...............................................      30

         SECTION 2.11          Defaulted Interest.........................................      31

         SECTION 2.12          CUSIP Numbers..............................................      31

         SECTION 2.13          Restrictive Legends........................................      31

         SECTION 2.14          Special Transfer Provisions................................      33

ARTICLE 3         REDEMPTION..............................................................      35

         SECTION 3.1           Redemption.................................................      35

         SECTION 3.2           Notices to Trustee.........................................      37

         SECTION 3.3           Selection of Notes To Be Redeemed..........................      38

         SECTION 3.4           Notice of Redemption.......................................      38

         SECTION 3.5           Effect of Notice of Redemption.............................      39

         SECTION 3.6           Deposit of Redemption Price................................      39

         SECTION 3.7           Notes Redeemed in Part.....................................      39

ARTICLE 4         COVENANTS...............................................................      39

         SECTION 4.1           Payment of Notes...........................................      39

         SECTION 4.2           SEC Reports................................................      40

         SECTION 4.3           Limitation on Incurrence of Indebtedness...................      40
</TABLE>

                                      -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                    PAGE
<S>                                                                                                 <C>
         SECTION 4.4           Limitation on Restricted Payments...............................      42

         SECTION 4.5           Limitation on Restrictions on Distributions from Restricted
                               Subsidiaries....................................................      44

         SECTION 4.6           Limitation on Sales of Assets and Subsidiary Stock..............      45

         SECTION 4.7           Limitation on Affiliate Transactions............................      46

         SECTION 4.8           Limitation on Issuance or Sale of Capital Stock of Restricted
                               Subsidiaries....................................................      47

         SECTION 4.9           Limitation on Liens.............................................      48

         SECTION 4.10          Designation of Restricted and Unrestricted Subsidiaries.........      48

         SECTION 4.11          Change of Control...............................................      49

         SECTION 4.12          Compliance Certificate..........................................      50

         SECTION 4.13          Further Instruments and Acts....................................      50

         SECTION 4.14          Payment of Taxes and Other Claims...............................      50

         SECTION 4.15          Additional Subsidiary Guarantees................................      51

         SECTION 4.16          Maintenance of Office or Agency.................................      52

         SECTION 4.17          Corporate Existence.............................................      52

         SECTION 4.18          Impairment of Security Interest.................................      52

         SECTION 4.19          Real Estate Mortgages and Filings...............................      53

         SECTION 4.20          Waiver of Stay, Extension or Usury Laws.........................      53

         SECTION 4.21          Additional Interest Notice......................................      53

         SECTION 4.22          Limitation on Capital Expenditures..............................      54

         SECTION 4.23          Excess Cash Flow Offer..........................................      54

         SECTION 4.24          Additional Amounts..............................................      54

         SECTION 4.25          Limitation on Transfer of Accounts Receivable...................      56

ARTICLE 5             SUCCESSOR COMPANY........................................................      56

         SECTION 5.1           Merger and Consolidation........................................      56

ARTICLE 6             DEFAULTS AND REMEDIES....................................................      58

         SECTION 6.1           Events of Default...............................................      58

         SECTION 6.2           Acceleration....................................................      60

         SECTION 6.3           Other Remedies..................................................      60

         SECTION 6.4           Waiver of Past Defaults.........................................      60

         SECTION 6.5           Control by Majority.............................................      61

         SECTION 6.6           Limitation on Suits.............................................      61
</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                    PAGE
<S>                                                                                                 <C>
         SECTION 6.7           Rights of Holders To Receive Payment............................      61

         SECTION 6.8           Collection Suit by Trustee......................................      61

         SECTION 6.9           Trustee May File Proofs of Claim................................      62

         SECTION 6.10          Priorities......................................................      62

         SECTION 6.11          Undertaking for Costs...........................................      62

ARTICLE 7             TRUSTEE..................................................................      62

         SECTION 7.1           Duties of the Trustee...........................................      62

         SECTION 7.2           Rights of Trustee...............................................      63

         SECTION 7.3           Individual Rights of Trustee....................................      65

         SECTION 7.4           Trustee's Disclaimer............................................      65

         SECTION 7.5           Notice of Defaults..............................................      65

         SECTION 7.6           Reports by Trustee to Holders...................................      66

         SECTION 7.7           Compensation and Indemnity......................................      66

         SECTION 7.8           Replacement of Trustee..........................................      67

         SECTION 7.9           Successor Trustee by Merger, Etc................................      68

         SECTION 7.10          Eligibility; Disqualification...................................      68

         SECTION 7.11          Preferential Collection of Claims Against Issuers...............      68

         SECTION 7.12          Trustee as Collateral Agent.....................................      69

         SECTION 7.13          Co-Trustees, co-Collateral Agent and Separate Trustees,
                               Collateral Agent................................................      69
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
ARTICLE 8             DISCHARGE OF INDENTURE; DEFEASANCE...............................................      70

         SECTION 8.1           Discharge of Liability on Notes; Defeasance.............................      70

         SECTION 8.2           Conditions to Defeasance................................................      71

         SECTION 8.3           Application of Trust Money..............................................      72

         SECTION 8.4           Repayment to Issuers....................................................      72

         SECTION 8.5           Indemnity for Government Obligations....................................      72

         SECTION 8.6           Reinstatement...........................................................      73

ARTICLE 9             AMENDMENTS.......................................................................      73

         SECTION 9.1           Without Consent of Holders..............................................      73

         SECTION 9.2           With Consent of Holders.................................................      74

         SECTION 9.3           Compliance with Trust Indenture Act.....................................      75

         SECTION 9.4           Revocation and Effect of Consents and Waivers...........................      75

         SECTION 9.5           Notation on or Exchange of Notes........................................      75

         SECTION 9.6           Trustee To Sign Amendments..............................................      75

ARTICLE 10            SECURITY.........................................................................      76

         SECTION 10.1          Grant of Security Interest..............................................      76

         SECTION 10.2          Intercreditor Agreement.................................................      76

         SECTION 10.3          Recording and Opinions..................................................      76

         SECTION 10.4          Release of Collateral...................................................      77

         SECTION 10.5          Specified Releases of Collateral........................................      78

         SECTION 10.6          Form and Sufficiency of Release.........................................      79

         SECTION 10.7          Purchaser Protected.....................................................      80

         SECTION 10.8          Authorization of Actions To Be Taken by the Trustee Under the
                               Collateral Agreements...................................................      80

         SECTION 10.9          Authorization of Receipt of Funds by the Trustee Under the
                               Collateral Agreements...................................................      80

         SECTION 10.10         Limitation on Duty of Trustee and Collateral Agent in Respect of
                               Collateral; Indemnification.............................................      80

ARTICLE 11            GUARANTEES.......................................................................      81

         SECTION 11.1          Guarantees..............................................................      81

         SECTION 11.2          Limitation on Liability.................................................      83

         SECTION 11.3          Successors and Assigns..................................................      83

         SECTION 11.4          No Waiver...............................................................      83
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
         SECTION 11.5          Modification............................................................      83

         SECTION 11.6          Release of Guarantor....................................................      83

         SECTION 11.7          Execution of Supplemental Indenture for Future Subsidiary Guarantors....      84

         SECTION 11.8          Waiver of Stay, Extension or Usury laws.................................      84

ARTICLE 12            MISCELLANEOUS....................................................................      84

         SECTION 12.1          Trust Indenture Act Controls............................................      84

         SECTION 12.2          Notices.................................................................      84

         SECTION 12.3          Communication by Holders with Other Holders.............................      85

         SECTION 12.4          Certificate and Opinion as to Conditions Precedent......................      85

         SECTION 12.5          Statements Required in Certificate or Opinion...........................      86

         SECTION 12.6          When Notes Disregarded..................................................      86

         SECTION 12.7          Rules by Trustee, Paying Agent and Registrar............................      86

         SECTION 12.8          Legal Holidays..........................................................      86

         SECTION 12.9          Governing Law; Appointment of Agent for Service of Process..............      86

         SECTION 12.10         No Recourse Against Others..............................................      87

         SECTION 12.11         Successors..............................................................      87

         SECTION 12.12         Multiple Originals......................................................      87

         SECTION 12.13         Table of Contents; Headings.............................................      87

         SECTION 12.14         Severability Clause.....................................................      87

         SECTION 12.15         Waiver of Jury Trial....................................................      87

         SECTION 12.16         Conversion of Currency..................................................      88

         SECTION 12.17         Consent to Jurisdiction.................................................      88
</TABLE>

                                      -v-

<PAGE>

<TABLE>
<S>                                                                                                        <C>
Exhibit A     -    Form of Unit........................................................................    A-1
Exhibit B     -    Form of Exchange Unit...............................................................    B-1
Exhibit C     -    Form of Certificate To Be Delivered in Connection with Transfers to
                      Non-QIB Accredited Investors.....................................................    C-1
Exhibit D     -    Form of Certificate To Be Delivered in Connection with Transfers
                      Pursuant To Regulation S.........................................................    D-1
Exhibit E     -    Form of Guarantee...................................................................    E-1
Exhibit F     -    Form of Supplemental Indenture......................................................    F-1
Exhibit G     -    Form of Incumbency Certificate......................................................    G-1
</TABLE>

NOTE:              This Table of Contents shall not, for any purpose, be deemed
                   to be part of the Indenture.

                                      -vi-

<PAGE>

                  INDENTURE dated as of August 1, 2003, among MSX INTERNATIONAL,
INC., a Delaware corporation (the "Company"), as an issuer and its Wholly Owned
Subsidiary, MSX INTERNATIONAL LIMITED, a company incorporated under the laws of
England and Wales ("MSXI Limited" and, together with the Company, the
"Issuers"), the Company, as a guarantor of the U.K. Notes, certain of the
Company's subsidiaries signatory hereto (each, a "Subsidiary Guarantor" and,
together with the Company, the "Guarantors") and BNY MIDWEST TRUST COMPANY, an
Illinois trust company, as trustee (in such capacity, the "Trustee") and
collateral agent (in such capacity, the "Collateral Agent").

                  WHEREAS, the Issuers and the Guarantors with respect to the
Note Guarantees have duly authorized the creation of the Senior Secured Note
Units due 2007 (each an "Initial Unit" and, collectively, the "Initial Units"),
the underlying 11% Senior Secured Notes due 2007 issued by the Company (the
"Initial U.S. Notes"), 11% Senior Secured Notes due 2007 issued by MSXI Limited
(the "Initial U.K. Notes", together with the Initial U.S. Notes, the "Initial
Notes"), the Senior Secured Exchange Note Units due 2007 (each an "Exchange
Unit" and, collectively, the "Exchange Units", the Exchange Units and the
Initial Units, together with any Additional Units, as herein defined, the
"Units"), and the underlying 11% Senior Secured Exchange Notes due 2007 issued
by the Company (the "Exchange U.S. Notes") and 11% Senior Secured Notes due 2007
issued by MSXI Limited (the "Exchange U.K. Notes" and, together with the
Exchange U.S. Notes, the "Exchange Notes"). The Exchange Notes, the Initial
Notes and any Additional Notes shall collectively be referred to herein as the
"Notes"; and

                  WHEREAS, all things necessary to make the Units and Notes,
when each is duly issued and executed by the Issuers, and authenticated and
delivered hereunder, the valid obligations of each of the Issuers and the
Guarantors, and to make this Indenture a valid and binding agreement of each of
the Issuers and the Guarantors, have been done,

                  NOW, THEREFORE, each party hereto agrees as follows for the
benefit of the other parties and for the equal and ratable benefit of the
Holders:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1       Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with or into
the Company or any of its Restricted Subsidiaries or assumed in connection with
the acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation. Acquired Indebtedness shall be deemed to be Incurred on the date
of the related acquisition of assets from a Person on the date the acquired
Person becomes a Restricted Subsidiary.

                  "Additional Assets" means (i) any property or assets (other
than Indebtedness and Capital Stock) in a Related Business, including
improvements to existing assets, used by the Company or a Restricted Subsidiary
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; provided, however, that any such
Restricted Subsidiary is primarily engaged in a Related Business; (iii) Capital
Stock constituting an additional equity interest in any Person that at such time
is a

<PAGE>

Restricted Subsidiary that is not a Wholly Owned Subsidiary; or (iv) the costs
of improving or developing any property owned by the Company or a Restricted
Subsidiary that is used in a Related Business.

                  "Administrative Agent" has the meaning set forth in the
definition of the term Senior Credit Facility.

                  "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. For
purposes of the provisions described under Section 4.4, Section 4.6 and Section
4.7 only, "Affiliate" shall also mean any beneficial owner of Capital Stock
representing 10% or more of the total voting power of the Voting Stock (on a
fully diluted basis) of the Company or of rights or warrants to purchase such
Capital Stock (whether or not currently exercisable) and any Person who would be
an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

                  "Applicable Indebtedness" means:

                  (1)      in respect of any asset that is the subject of an
         Asset Disposition at a time when such asset is included in the
         Collateral, Pari Passu Indebtedness or Indebtedness of a Subsidiary of
         the Company that, in each case, is secured at such time by Collateral
         under a Lien that is senior or prior to the Lien securing the Notes
         pursuant to the Collateral Agreements; or

                  (2)      in respect of any other asset, any Pari Passu
         Indebtedness or any unsubordinated Indebtedness of any Subsidiary
         Guarantor, and in the case of an Asset Disposition by a Subsidiary that
         is not a Subsidiary Guarantor, Indebtedness of such Subsidiary, or any
         other Obligations under the Senior Credit Facility.

                  "Applicable Pari Passu Indebtedness" means:

                  (1)      in respect of any asset that is the subject of an
         Asset Disposition at a time when such asset is included in the
         Collateral, Pari Passu Indebtedness that is secured at such time by all
         or any part of the Collateral; or

                  (2)      in respect of any other asset, any Pari Passu
         Indebtedness.

                  "Asset Disposition" means any sale, lease, transfer,
Sale/Leaseback Transaction 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, consolidation or similar
transaction (each referred to for the purposes of this definition as a
"disposition"), of

                  (1)      any shares of Capital Stock of a Restricted
         Subsidiary (other than directors' qualifying shares and shares owned by
         foreign shareholders to the extent required by applicable local laws in
         foreign countries),

                  (2)      all or substantially all the assets of any division,
         business segment or comparable line of business of the Company or any
         Restricted Subsidiary or

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

                                       2

<PAGE>

                  Notwithstanding the foregoing, the term "Asset Disposition"
shall not include: (x) a disposition by a Restricted Subsidiary to the Company
or by the Company or a Restricted Subsidiary to a Subsidiary Guarantor, (y) for
purposes of the covenant described under Section 4.6, a disposition that
constitutes a Permitted Investment or a Restricted Payment permitted by the
covenant described under Section 4.4, and (z) any single disposition or series
of related dispositions of assets having a fair market value of less than
$1,000,000.

                  "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.

                  "Board of Directors" means the Board of Directors of the
Company or MSXI Limited, as applicable or any committee thereof duly authorized
to act on behalf of such Board of Directors.

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

                  "Capital Expenditures" means for any period all direct or
indirect (by way of acquisition of securities of a Person or the expenditure of
cash or the transfer of property or the incurrence of Indebtedness) expenditures
in respect of the purchase or other acquisition of fixed or capital assets
determined in conformity with GAAP.

                  "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 Management Obligations" means, with respect to any
Person, all obligations, whether absolute or contingent, of such Person in
respect of overdrafts, returned items and other liabilities owed to any other
Person that arises from treasury, depository, foreign exchange (including
without limitation foreign currency hedging obligations) or cash management
services, including without limitation in connection with any automated clearing
house transfers of funds, wire transfer services, controlled disbursement
accounts or similar transactions, and all obligations in connection with any
commercial credit cards or stored value cards.

                                       3

<PAGE>

                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1)      prior to the first public offering of common stock of
         the Company or MSXI Limited, as applicable, the Permitted Holders cease
         to be entitled (by "beneficial ownership" (as defined in Rules 13d-3
         and 13d-5 under the Exchange Act) of Voting Stock, contract or
         otherwise) to elect or cause the election of directors having, a
         majority in the aggregate of the total voting power of the Board of
         Directors, whether as a result of issuance of securities of the Company
         or MSXI Limited, as applicable, any merger, consolidation, liquidation
         or dissolution of the Company or MSXI Limited, as applicable, any
         direct or indirect transfer of securities by the Permitted Holders or
         otherwise (for purposes of this clause (i) and clause (ii) below, the
         Permitted Holders shall be deemed to beneficially own any Voting Stock
         of any entity (the "specified entity") held by any other entity (the
         "parent entity") 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 such parent entity);

                  (2)      after the first public offering of common stock of
         the Company or MSXI Limited, as applicable, after the Issue Date, 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 (2) such person
         shall be deemed to have "beneficial ownership" of all shares that any
         such person has the right to acquire, whether such right is exercisable
         immediately or only after the passage of time), directly or indirectly,
         of more than 35% of the total voting power of the Voting Stock of the
         Company or MSXI Limited, as applicable, and one or more Permitted
         Holders beneficially own (as defined in clause (1) above), directly or
         indirectly, in the aggregate a lesser percentage of the total voting
         power of the Voting Stock of the Company or MSXI Limited, as
         applicable, than such other Person and do not have the right or ability
         by voting power, contract or otherwise to elect or designate for
         election a majority of the Board of Directors of the Company or MSXI
         Limited, as applicable;

                  (3)      during any two year period, individuals who on the
         Issue Date constituted the Board of Directors of the Company or MSXI
         Limited, as applicable, (together with any new directors whose election
         by such shareholders of the Company or MSXI Limited, as applicable, or
         whose nomination for election by the Board of Directors of the Company
         or MSXI Limited, as applicable, was approved by a vote of a majority of
         the directors of the Company or MSXI Limited, as applicable, then still
         in office who were either directors on the Issue Date or whose election
         or nomination for election was previously so approved) cease for any
         reason to constitute a majority of the Board of Directors of the
         Company or MSXI Limited, as applicable, then in office;

                  (4)      the approval by the holders of Capital Stock of the
         Company or MSXI Limited, as applicable, of a plan for the liquidation
         or dissolution of the Company or MSXI Limited, as applicable; or

                  (5)      the merger or consolidation of the Company or MSXI
         Limited, as applicable, with or into another Person or the merger of
         another Person with or into the Company or MSXI Limited, as applicable,
         or the sale of all or substantially all the assets of the Company or
         MSXI Limited, as applicable, (determined on a consolidated basis) to
         another Person (other than, in all such cases, a Person that is
         controlled by one or more of the Permitted Holders), other than a
         transaction following which (A) in the case of a merger or
         consolidation transaction, holders of securities that represented 100%
         of the Voting Stock of the Company or MSXI Limited, as applicable,
         immediately prior to such transaction (or other securities into which
         such securities

                                       4

<PAGE>

         are converted as part of such merger or consolidation transaction) own
         directly or indirectly at least a majority of the voting power of the
         Voting Stock of the surviving Person in such merger or consolidation
         transaction immediately after such transaction or have the right or
         ability by voting power, contract or otherwise to elect or designate
         for election a majority of the Board of Directors of the Company or
         MSXI Limited, as applicable, and (B) in the case of a sale of assets
         transaction, each transferee becomes an obligor in respect of the Notes
         and a Subsidiary of the transferor of such assets.

                  (6)      A Change of Control of MSXI Limited does not
         constitute a Change of Control of the Company.

                  "Charged Assets" shall have the meaning set forth in the U.K.
Deed.

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

                  "Collateral" shall mean collateral as such term is defined in
the Security Agreement, all property mortgaged under the Mortgages acquired
after the Issue Date, the "Charged Assets" as such term is defined in the U.K.
Deed and any other property, whether now owned or hereafter acquired, upon which
a Lien securing the Obligations is granted or purported to be granted under any
Collateral Agreement.

                  "Collateral Agent" means the collateral agent under the
Security Agreement and each Mortgage, which shall initially be the Trustee.

                  "Collateral Agreements" means, collectively, the Intercreditor
Agreement, the Security Agreement, the U.K. Deed and each Mortgage, in each
case, as the same may be in force from time to time.

                  "Company Guarantee" means the Guarantee of the Company of MSXI
Limited's obligations with the respect to the U.K. Notes.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of: (i) the aggregate amount of EBITDA for the period of the
most recent four consecutive fiscal quarters ending at least 45 days (or, if
less, the number of days after the end of such fiscal quarter as the
consolidated financial statements of the Company shall be available) prior to
the date of such determination to (ii) Consolidated Interest Expense for such
four fiscal quarters; provided, however, that:

                  (1)      if the Company or any Restricted Subsidiary has
         Incurred any Indebtedness since the beginning of such period that
         remains outstanding on such date of determination 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 (except
         that, in the case of Indebtedness used to finance working capital needs
         incurred under a revolving credit or similar arrangement, the amount
         thereof shall be deemed to be the average daily balance of such
         Indebtedness during such four-fiscal-quarter 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

                                       5

<PAGE>

         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,
         assumed by a third person (to the extent the Company and its Restricted
         Subsidiaries are no longer liable for such Indebtedness) 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
         shall have consummated a Public Equity Offering following which there
         is a Public Market, 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 Restricted Subsidiaries
         in connection with such Public Equity Offering for such period;

                  (4)      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, which acquisition
         constitutes all or substantially all of an operating unit of a
         business, including any such Investment or acquisition occurring in
         connection with a transaction requiring a calculation to be made
         hereunder, 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; and

                  (5)      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, any Investment or
         acquisition of assets that would have required an adjustment pursuant
         to clause (3) or (4) 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, whenever 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, the pro forma calculations
shall be determined in good faith by a responsible financial or accounting
Officer of the Company in accordance with Article 11 of Regulation S-X. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the 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, (i)
interest expense attributable to Capital Lease Obligations, (ii) amortization of
debt discount, (iii) capitalized

                                       6

<PAGE>

interest, (iv) non-cash interest expenses, (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), and (vii) interest actually paid on any Indebtedness of
any other Person that is Guaranteed by the Company or any Restricted Subsidiary.

                  "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:

                  (1)      any net income (or loss) of any Person if such Person
         is not a Restricted Subsidiary, except that subject to the exclusion
         contained in clause (4) 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 (3) below);

                  (2)      for purposes of subclause (a)(3)(A) of the covenant
         described under Section 4.4 only, any net income (or loss) of any
         Person acquired by the Company or a Subsidiary in a pooling of
         interests transaction for any period prior to the date of such
         acquisition;

                  (3)      any net income of any Restricted Subsidiary if such
         Restricted Subsidiary is subject to restrictions, directly or
         indirectly, on the payment of dividends or the making of distributions
         by such Restricted Subsidiary, directly or indirectly, to the Company,
         except that (A) subject to the exclusion contained in clause (4) 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 that could have been
         distributed by such Restricted Subsidiary consistent with such
         restriction 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;

                  (4)      any gain (or 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 (or loss) realized upon the sale or other
         disposition of any Capital Stock of any Person;

                  (5)      extraordinary gains or losses; and

                  (6)      the cumulative effect of a change in accounting
         principles.

                  Notwithstanding the foregoing, for the purposes of the
covenant described under Section 4.4 only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clause (a)(3)(D) thereof.

                  "Consolidated Net Worth" means the total of the amounts shown
on the balance sheet of the Company and its consolidated Subsidiaries,
determined on a consolidated basis in accordance with GAAP, as of the end of the
most recent fiscal quarter of the Company ending at least 45 days prior to the

                                       7

<PAGE>

taking of any action for the purpose of which the determination is being made,
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.

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

                  "CVC" means Citicorp Venture Capital, Ltd., a New York
corporation.

                  "CVC Investor" means (i) CVC or any direct or indirect
Subsidiary of CVC, (ii) Citigroup Inc. or any direct or indirect Subsidiary of
Citigroup Inc. or any other Person controlled by Citigroup Inc. and (iii) any
officer, employee or director of CVC so long as such person shall be an
employee, officer or director of CVC or any direct or indirect Wholly Owned
Subsidiary of CVC.

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

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

                  "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, at the option of
the Holder thereof, 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 eleven month anniversary of the Stated Maturity of the
Notes. Disqualified Stock shall not include any Capital Stock that is not
otherwise Disqualified Stock if by its terms the Holders have the right to
require the issuer to repurchase such stock (or such stock is mandatorily
redeemable) upon a Change of Control (or upon an event substantially similar to
a Change of Control).

                  "Domestic Restricted Subsidiary" means any Restricted
Subsidiary of the Company other than a Foreign Restricted Subsidiary.

                  "EBITDA" for any period means the sum of Consolidated Net
Income plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income: (i) Consolidated Interest Expense,
(ii) income tax expense (including Michigan Single Business Tax expense and the
Imposta Reginole Sulle Attivista Producttive expense in Italy), (iii)
depreciation expense, (iv) amortization expense and (v) all other non-cash items
reducing Consolidated Net Income (other than items that will require cash
payments and for which an accrual or reserve is, or is required by GAAP to be,
made, other than accruals for post-retirement benefits other than pensions),
less all non-cash items increasing Consolidated Net Income, 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.

                  "Excess Cash Flow" means, for any fiscal year, the Company's
Consolidated EBITDA for such year, adjusted as follows: (i) minus the cash
portion of the Company's consolidated interest expense (net of interest income)
and the cash portion of any related financing fees for such year; (ii) minus the
cash portion of all federal, state and foreign income taxes (including Michigan
Single Business

                                       8

<PAGE>

Tax expense and the Imposta Reginole Sulle Attivista Producttive expense in
Italy) and franchise taxes paid (without duplication) by the Company and its
Restricted Subsidiaries during such year; (iii) minus all Capital Expenditures
made during such year by the Company and its Restricted Subsidiaries; and (iv)
minus or plus, respectively, any net increase or decrease in Working Capital for
such year.

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

                  "Exchange Notes" has the meaning set forth in the preamble to
this Indenture.

                  "Exchange U.K. Notes" has the meaning set forth in the
preamble to this Indenture.

                  "Exchange Units" has the meaning set forth in the preamble to
this Indenture.

                  "Exchange U.S. Notes" has the meaning set forth in the
preamble to this Indenture.

                  "Existing Affiliate Agreements" means the Stockholders'
Agreement, the MSXI Registration Rights Agreement and any other existing
agreement with CVC or any Affiliates of CVC or the Company listed on Schedule I
to this Indenture.

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

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

                  "Fourth Lien Term Loan" means the fourth secured term loan,
from the Term Loan Lender to the Company and MSXI Limited under the amended and
restated fourth second term loan agreement, dated the Issue Date, and including
all related or ancillary documents executed at any time, including, without
limitation, any instruments, guarantee agreements and security documents.

                  "GAAP" means generally accepted accounting principles in the
United States of America as then in effect on the date of this Indenture,
including those set forth in (i) the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants, (ii) statements and pronouncements of the Financial Accounting
Standards Board and (iii) such other statements by such other entity as approved
by a significant segment of the accounting profession.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness or other
obligation 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 or other obligation of such Person
(whether arising by virtue of partnership arrangements, or by agreements to
keep-well, to purchase assets, goods, securities or services, to take-or-pay or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Indebtedness
or other obligation 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 (x) endorsements for collection or deposit in the
ordinary course of business or (y) guarantees among Restricted Subsidiaries or
guarantees by the Company of Restricted Subsidiaries; provided that the
Indebtedness being guaranteed is permitted to be Incurred. The term "Guarantee"
used as a verb has a corresponding meaning.

                                       9

<PAGE>

                  "Guarantors" shall mean the Subsidiary Guarantors and, in
connection with the Guarantee of the U.K. Notes, the Company.

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

                  "Holder" or "Noteholder" means the Person in whose name a Unit
or, if a Separation Event has occurred, a Note, is registered on the Registrar's
books.

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; 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; provided, further, however, that in the case
of a discount security, neither the accrual of interest nor the accretion of
original issue discount shall be considered an Incurrence of Indebtedness, but
the entire face amount of such security shall be deemed Incurred upon the
issuance of such security. The term "Incurrence" when used as a noun shall have
a correlative meaning.

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

                  (1)      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;

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

                  (3)      all obligations of such Person issued or assumed as
         the deferred purchase price of property, all conditional sale
         obligations of such Person, all obligations of such Person under any
         title retention agreement, and any obligation to pay rent or other
         payment amounts of such Person with respect to any Sale/Leaseback
         Transaction (but excluding trade accounts payable arising in the
         ordinary course of business), which purchase price or obligation is due
         more than six months after the date of placing such property in service
         or taking delivery and title thereto or the completion of such services
         (provided that, in the case of obligations of an acquired Person
         assumed in connection with an acquisition of such Person, such
         obligations would constitute Indebtedness of such Person);

                  (4)      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 (1)
         through (3) 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);

                  (5)      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);

                  (6)      all obligations of the type referred to in clauses
         (1) through (5) of other Persons and all dividends of other Persons for
         the payment of which, in either case, such Person is

                                       10

<PAGE>

         responsible or liable, directly or indirectly, as obligor, guarantor or
         otherwise, including by means of any Guarantee;

                  (7)      all obligations of the type referred to in clauses
         (1) through (6) 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

                  (8)      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 as
described above at such date; provided, however, that the amount outstanding at
any time of any Indebtedness issued with original issue discount shall be deemed
to be the face amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP.

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

                  "Initial Notes" has the meaning set forth in the preamble to
this Indenture.

                  "Initial Purchaser" means Jefferies & Company, Inc.

                  "Initial U.K. Notes" has the meaning set forth in the preamble
to this Indenture.

                  "Initial Units" has the meaning set forth in the preamble to
this Indenture.

                  "Initial U.S. Notes" has the meaning set forth in the preamble
to this Indenture.

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

                  "Intercreditor Agreement" means the Intercreditor Agreement
among the Administrative Agent, the Trustee, the Collateral Agent, the New Third
Lien Lender, the Term Loan Lender, the Issuers and the Subsidiary Guarantors (as
applicable) dated as of the Issue Date, as the same may be amended, supplemented
or modified from time to time.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed 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 such
Person) 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 the covenant

                                       11

<PAGE>

described under Section 4.4, (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 Subsidiary of the Company at the time that
such Subsidiary is designated an Unrestricted Subsidiary; provided, however,
that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
Company shall be deemed to continue to have a permanent "Investment" in an
Unrestricted Subsidiary equal to 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 on which the Units and the Notes
are originally issued.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions are not required to be open in the State of New York or the
State of Illinois.

                  "Lenders" means the Lenders under the Senior Credit Facility.

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

                  "Management Investors" means each of the officers, employees
and directors of the Company who own Voting Stock of the Company on the Issue
Date, in each case so long as such person shall remain an officer, employee or
director of the Company.

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

                  "Mortgages" means the mortgages, deeds of trust, deeds to
secure Indebtedness or other similar documents creating Liens in favor of the
Collateral Agent upon the owned real property constituting Collateral of the
Company or any of its Domestic Restricted Subsidiaries from time to time.

                  "MSXI Registration Rights Agreement" means the amended and
restated registration rights agreement dated November 28, 2000 by and among the
Company, CVC and certain CVC Investors and executive officers and directors of
the Company, as amended from time to time.

                  "Net Available Cash" from an Asset Disposition means cash
payments received by the Company or any of its Subsidiaries 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 non-cash form) in each case net
of:

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

                  (2)      all payments made on any Indebtedness which is
         secured by any assets subject to such Asset Disposition, in accordance
         with the terms of any Lien upon or other security agreement of any kind
         with respect to such assets, or which must by its terms, or in order to

                                       12

<PAGE>

         obtain a necessary consent to such Asset Disposition, or by applicable
         law, be repaid out of the proceeds from such Asset Disposition;

                  (3)      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

                  (4)      the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the property or other assets disposed in such Asset
         Disposition and retained by the Company or any Restricted Subsidiary
         after such Asset Disposition, including without limitation liabilities
         under any indemnification obligations associated with such Asset
         Disposition.

                  "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 and expenses
actually incurred in connection with such issuance or sale and net of taxes paid
or payable as a result thereof.

                  "New Third Lien Lender" means Citicorp Mezzanine III, L.P. and
its assigns.

                  "New Third Lien Notes" means the notes issued by the Company
and MSXI Limited to the New Third Lien Lender on the Issue Date.

                  "Note Guarantees" means the Subsidiary Guarantees and the
Company Guarantee.

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

                  "Notes" has the meaning set forth in the preamble to this
Indenture.

                  "Obligations" means all present and future obligations for
principal, premium, interest (including, without limitation, any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law), penalties, fees,
indemnifications, reimbursements (including, without limitation, all
reimbursement and other obligation pursuant to any letters of credit, bankers
acceptances or similar instruments or documents), damages and other liabilities
payable under the documentation at any time governing any Indebtedness.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President of the Company or MSXI
Limited, as applicable, or any director in the case of MSXI Limited.

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

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

                  "Pari Passu Indebtedness" means any unsubordinated
Indebtedness of the Company (other than any Indebtedness owed to any Subsidiary
of the Company).

                                       13

<PAGE>

                  "Permitted Foreign Transaction" means a transaction in which
one or more Foreign Subsidiaries acquire Capital Stock or Indebtedness of a
Person in connection with any sale, lease, transfer, contribution or other
disposition, including any disposition by merger, consolidation or similar
transaction (each referred to for the purposes of this definition as a
"disposition"), of

                  (1)      any shares of Capital Stock of a Foreign Subsidiary
         or a group of Foreign Subsidiaries; or

                  (2)      all or substantially all of the assets of any
         division, business segment or comparable line of business of any
         Foreign Subsidiary or group of Foreign Subsidiaries,

provided that EBITDA for the period of the most recent four consecutive fiscal
quarters ending at least 45 days prior to the date of the disposition (treated
as a single accounting period), after giving pro forma effect thereto as if such
disposition occurred on the first day of such period, is greater than EBITDA for
the same period without giving pro forma effect to such disposition.

                  "Permitted Holders" means the CVC Investors, the Management
Investors and their respective Permitted Transferees and in addition, in the
case of MSXI Limited, the Company or any of its Subsidiaries; provided, however,
that any Management Investor and any CVC Investor and any Permitted Transferee
of a Management Investor or CVC Investor (other than CVC or Citigroup, Inc. or
any direct or indirect Subsidiary of CVC or Citigroup, Inc. or any other Person
controlled by CVC or Citigroup, Inc.) shall not be a "Permitted Holder" if such
Person is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of Voting Stock that represents at least
30% of the aggregate voting power of all classes of the Voting Stock of the
Company, voting together as a single class (without giving effect to the
attribution of beneficial ownership as a result of any stockholders' agreement
as in effect on the Issue Date, and any amendment to such agreement that does
not materially change the allocation of voting power provided in such
agreement).

                  "Permitted Investment" means an Investment in:

                  (1)      the Company or, to the extent used to make any
         redemption, repurchase or other retirement for value or payment on the
         U.K. Notes, MSXI Limited;

                  (2)      any Person that is or will become immediately after
         such Investment a Subsidiary Guarantor or that will merge or
         consolidate with or into the Company or a Subsidiary Guarantor, or
         transfers or conveys all or substantially all of its assets to the
         Company or a Subsidiary Guarantor; provided, however, that the primary
         business of such Person is a Related Business;

                  (3)      any Foreign Restricted Subsidiary of the Company by
         any other Foreign Restricted Subsidiary of the Company;

                  (4)      any Foreign Restricted Subsidiary of the Company by
         the Company or any Domestic Restricted Subsidiary of the Company in an
         aggregate amount not to exceed (x) $2.0 million in any fiscal year and
         (y) the aggregate amount of Investments permitted by this clause (4)
         and not used by the Company in the immediately preceding fiscal year
         (after giving effect to any amounts permitted pursuant to this clause
         (y) in the immediately preceding year);

                  (5)      Temporary Cash Investments;

                  (6)      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

                                       14

<PAGE>

         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;

                  (7)      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;

                  (8)      loans or advances to employees of the Company or a
         Restricted Subsidiary in an aggregate amount not to exceed $1.5
         million;

                  (9)      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;

                  (10)     Persons received in connection with a Permitted
         Foreign Transaction;

                  (11)     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 4.6; and

                  (12)     additional Investments not to exceed $5.0 million at
         any time outstanding.

                  "Permitted Lien" means:

                  (1)      Liens for taxes, assessments or governmental charges
         or claims either (a) not delinquent or (b) contested in good faith by
         appropriate proceedings and as to which the Company or its Restricted
         Subsidiaries shall have set aside on its books such reserves as may be
         required pursuant to GAAP;

                  (2)      statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law or pursuant to customary reservations or
         retentions of title incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if such
         reserve or other appropriate provision, if any, as shall be required by
         GAAP shall have been made in respect thereof;

                  (3)      Liens incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, including
         any Lien securing letters of credit issued in the ordinary course of
         business consistent with past practice in connection therewith, or to
         secure the performance of tenders, statutory obligations, surety and
         appeal bonds, bids, leases, government contracts, performance and
         return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money);

                  (4)      judgment Liens not giving rise to an Event of Default
         so long as such Lien is adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment shall not have been finally terminated or the period within
         which such proceedings may be initiated shall not have expired;

                  (5)      easements, rights-of-way, zoning restrictions and
         other similar charges or encumbrances in respect of real property not
         interfering in any material respect with the ordinary conduct of the
         business of the Company or any of its Restricted Subsidiaries;

                                       15

<PAGE>

                  (6)      any interest or title of a lessor under any
         Capitalized Lease Obligation permitted pursuant to clause (b)(8) of
         Section 4.3; provided that such Liens do not extend to any property or
         assets which is not leased property subject to such Capitalized Lease
         Obligation;

                  (7)      Liens securing Capitalized Lease Obligations and
         Purchase Money Indebtedness permitted pursuant to clause (b)(8) of
         Section 4.3; provided, however, that in the case of Purchase Money
         Indebtedness (a) the Indebtedness shall not exceed the cost of the real
         property acquired, together with the cost of the construction thereof
         and improvements thereto, and shall not be secured by any property or
         assets of the Company or any Restricted Subsidiary of the Company other
         than such property and improvements thereto so acquired or constructed
         and (b) the Lien securing such Indebtedness shall be created within 180
         days of such acquisition or construction or, in the case of a
         refinancing of any Purchase Money Indebtedness, within 180 days of such
         refinancing;

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

                  (9)      Liens securing Indebtedness permitted under clause
         (b)(9) of Section 4.3;

                  (10)     Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual, or warranty
         requirements of the Company or any of its Restricted Subsidiaries,
         including rights of offset and set-off;

                  (11)     Liens securing Hedging Obligations permitted pursuant
         to clause (b)(7) of Section 4.3;

                  (12)     Liens securing Acquired Indebtedness incurred in
         accordance with Section 4.3; provided that:

                           (A)      such Liens secured such Acquired
                  Indebtedness at the time of and prior to the incurrence of
                  such Acquired Indebtedness by the Company or a Restricted
                  Subsidiary of the Company and were not granted in connection
                  with, or in anticipation of, the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company; and

                           (B)      such Liens do not extend to or cover any
                  property or assets of the Company or of any of its Restricted
                  Subsidiaries other than the property or assets that secured
                  the Acquired Indebtedness prior to the time such Indebtedness
                  became Acquired Indebtedness of the Company or a Restricted
                  Subsidiary of the Company and are no more favorable to the
                  lienholders than those securing the Acquired Indebtedness
                  prior to the incurrence of such Acquired Indebtedness by the
                  Company or a Restricted Subsidiary of the Company;

                  (13)     Liens existing as of the Issue Date and securing
         Indebtedness permitted to be outstanding under clause (b)(3) of Section
         4.3 to the extent and in the manner such Liens are in effect on the
         Issue Date;

                  (14)     Liens securing the Notes, all monetary obligations
         under this Indenture and the Subsidiary Guarantees;

                                       16

<PAGE>

                  (15)     Liens securing Indebtedness under the Senior Credit
         Facility to the extent such Indebtedness is permitted under clause
         (b)(1) of Section 4.3;

                  (16)     Liens of the Company or a Wholly Owned Subsidiary of
         the Company on assets of any Restricted Subsidiary of the Company;

                  (17)     Liens securing Refinancing Indebtedness which is
         incurred to Refinance any Indebtedness which has been secured by a Lien
         permitted under this paragraph and which has been incurred in
         accordance with Section 4.3; provided, however, that such Liens: (i)
         are no less favorable to the Holders and are not more favorable to the
         lienholders with respect to such Liens than the Liens in respect of the
         Indebtedness being Refinanced; and (ii) 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;

                  (18)     Liens in favor of custom and revenue authorities;

                  (19)     Liens securing Cash Management Obligations;

                  (20)     Liens securing Indebtedness permitted under clause
         (b)(13) of Section 4.3; and

                  (21)     Liens securing Indebtedness of Foreign Restricted
         Subsidiaries to the extent such Indebtedness is permitted under clause
         (b)(12) of Section 4.3; provided, however, that no asset of the Company
         or any Domestic Restricted Subsidiary shall be subject to any such
         Lien).

                  "Permitted Transferee" means, (a) with respect to any CVC
Investor who is an employee, officer or director of CVC or any Wholly Owned
Subsidiary of CVC, any spouse or lineal descendant (including by adoption) of
such CVC Investor so long as such CVC Investor shall be an employee, officer or
director of CVC; and (b) with respect to any Management Investor, any spouse or
lineal descendant (including by adoption) of such Management Investor so long as
such Management Investor shall be an employee, officer or director of the
Company.

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

                  "Physical Note" means a Note issued in exchange for interests
in a Global Note pursuant to Section 2.14 in the form of a permanent
certificated Note in registered form in substantially the form set forth in
Exhibit A.

                  "Physical Unit" means a Unit issued in exchange for interests
in a Global Unit pursuant to Section 2.14 in the form of a permanent
certificated Unit in registered form in substantially the form set forth in
Exhibit A.

                  "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.

                                       17

<PAGE>

                  "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 (i) a Public Equity
Offering has been consummated and (ii) at least 10% 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.

                  "Purchase Money Indebtedness" mean Indebtedness (i) consisting
of the deferred purchase price of property, conditional sale obligations,
obligations under any title retention agreement, other purchase money
obligations and obligations in respect of industrial revenue bonds or similar
Indebtedness, in each case where the maturity of such Indebtedness does not
exceed the anticipated useful life of the asset being financed, and (ii)
Incurred to finance the acquisition by the Company or a Restricted Subsidiary of
such asset, including additions and improvements; provided, however, that any
Lien arising in connection with any such Indebtedness shall be limited to the
specified asset being financed or, in the case of real property or fixtures,
including additions and improvements, the real property on which such asset is
attached; and provided, further, however, that such Indebtedness is Incurred
within 180 days after such acquisition of such asset by the Company or
Restricted Subsidiary.

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

                  "Qualified Finance Subsidiary" means a Subsidiary of the
Company constituting a "finance subsidiary" within the meaning of Rule 3a-5
under the Investment Company Act of 1940, as amended (the "1940 Act"), or an
issuer of asset-backed securities within the meaning of Rule 3a-7 of the 1940
Act or any other vehicle under a similar exemption, formed for the purpose of
engaging in a Qualified TIPS Transaction and having no assets other than those
necessary to consummate the Qualified TIPS Transaction.

                  "Qualified TIPS Transaction" means an issuance by a Qualified
Finance Subsidiary of preferred trust securities or similar securities in
respect of which any dividends, liquidation preference or other obligations
under such securities are Guaranteed by the Company to the extent required by
the 1940 Act, as amended, or customary for transactions of such type.

                  "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; 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 Indebtedness of the
Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.

                                       18

<PAGE>

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Issue Date, between the Issuers, the Guarantors and
the Initial Purchaser, as the same may be amended or modified from time to time
in accordance with the terms thereof.

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

                  "Related Business" means any business related, ancillary or
complementary (as determined in good faith by the Board of Directors) to the
businesses of the Company and the Restricted Subsidiaries on the Issue Date.

                  "Responsible Officer" means, when used in respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be officers, respectively, or to whom any corporate trust matter
is referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Payment" means, with respect to any Person,

                  (1)      the declaration or payment of any dividends or any
         other distributions on or in respect of its Capital Stock (including
         any such payment in connection with any merger or consolidation
         involving such Person) or similar payment to the holders of its Capital
         Stock, except dividends or distributions payable solely in its Capital
         Stock (other than Disqualified Stock) and except dividends or
         distributions payable solely to the Company or a Restricted Subsidiary
         (and, if such Restricted Subsidiary is not wholly owned, to its other
         shareholders on a pro rata basis or on a basis that results in the
         receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis);

                  (2)      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);

                  (3)      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 a sinking fund obligation, principal installment or final
         maturity, in each case due within one year of the date of acquisition);

                  (4)      the purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value, prior to the original due
         date, scheduled maturity, scheduled repayment or scheduled sinking fund
         payment of any Obligations (other than interest, fees and expenses)
         under the Fourth Lien Term Loan or New Third Lien Note; or

                  (5)      the making of any Investment in any Person (other
         than a Permitted Investment).

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

                                       19

<PAGE>

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

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

                  "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 and such lease is reflected on such
Person's balance sheet as a Capital Lease Obligation.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Security Agreement" means the security agreement, dated as of
the Issue Date, made by the Company and the Subsidiary Guarantors in favor of
the Collateral Agent, as amended or supplemented from time to time in accordance
with its terms.

                  "Security Interests" means the Liens on the Collateral created
by this Indenture and the Collateral Agreements in favor of the Collateral Agent
for the benefit of the Collateral Agent and the Holders.

                  "Senior Credit Facility" means the Credit Agreement dated as
of August 1, 2003, in effect on the Issue Date, by and among the Company, as
borrower and guarantor, and certain subsidiaries, as borrowing subsidiaries, the
Lenders referred to therein and Bank One, N.A., as administrative agent (in such
capacity, together with its successors and assigns, the "Administrative Agent"),
as the same may be amended, extended, renewed, restated, supplemented or
otherwise modified (in each case, in whole or in part, and without limitation as
to amount, terms, conditions, covenants and other provisions) from time to time,
and any agreement governing Indebtedness Incurred to refund, replace or
refinance any borrowings and commitments then outstanding or permitted to be
outstanding under such Senior Credit Facility or any such prior agreement as the
same may be amended, extended, renewed, restated, supplemented or otherwise
modified (in each case, in whole or in part, and without limitation as to
amount, terms, conditions, covenants and other provisions). The term "Senior
Credit Facility" shall include all related or ancillary documents executed at
any time, including, without limitation, any instruments, guarantee agreements
and security documents. All Cash Management Obligations owing by the Company or
any of its Subsidiaries to the Administrative Agent, any Lender or their
respective Affiliates shall also be deemed Obligations under the Senior Credit
Facility.

                  "Separation Event" means (i) an Event of Default on the Notes
has occurred, (ii) a redemption of the U.K. Notes pursuant to Section 3.1(d) has
occurred or (iii) the occurrence of a Change of Control of MSXI Limited.

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

                  "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

                                       20

<PAGE>


repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

                  "Stockholders' Agreement" means the amended and restated
stockholders' agreement dated November 28, 2000 by and between the Company, CVC,
and certain CVC Investors and executive officers and directors of the Company,
as amended by Amendment No. 1 dated January 31, 2003 and as amended from time to
time.

                  "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. "Subordinated Obligation" of any Subsidiary Guarantor
has a correlative meaning.

                  "Subsidiary" means, in respect of any Person, any corporation,
association, partnership, business trust 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 or trust 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.

                  "Subsidiary Guarantee" means the Guarantee by a Subsidiary
Guarantor of the Issuers' obligations with respect to the Notes.

                  "Subsidiary Guarantor" means each Subsidiary designated as
such on the signature pages of this Indenture and any other Subsidiary that has
issued a Subsidiary Guarantee.

                  "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 $250,000,000 (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, any State thereof or the District of Columbia 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
Investors Service, Inc. or "A-1" (or higher) according to Standard and Poor's
Ratings Group, 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 Standard &
Poor's Ratings Group or "A" by Moody's Investors Service, Inc.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as in effect and amended on the date of this Indenture,
except as otherwise set forth in Section 9.3.

                                       21

<PAGE>

                  "Trustee" shall have the meaning set forth in the Recital.

                  "Term Loan Lender" means Court Square Capital Limited and its
assigns.

                  "Unit" has the meaning set forth in the preamble to this
Indenture.

                  "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 above under Section
4.10 and (ii) any Subsidiary of an Unrestricted Subsidiary.

                  "U.K. Deed" means the debenture, dated as of the Issue Date,
made by MSXI Limited in favor of the Collateral Agent, as amended or
supplemented from time to time in accordance with its terms.

                  "U.K. Notes" means the Initial U.K. Notes and the Exchange
U.K. Notes.

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

                  "U.S. Notes" means the Initial U.S. Notes and the Exchange
U.S. Notes.

                  "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) is owned by
the Company and/or one or more Wholly Owned Subsidiaries.

                  "Working Capital" means as of any date the difference between
(x) current assets, other than cash and Cash Equivalents of the Company and its
Restricted Subsidiaries for such date and (y) current liabilities of the Company
and its Restricted Subsidiaries for such date; provided, however, that the
amount of accounts receivable at any date should be the average of accounts
receivable on the last day of each of the three fiscal months immediately
preceding such date.

                  SECTION 1.2       Other Definitions.

<TABLE>
<CAPTION>
         Term                                   Defined in Section
         ----                                   ------------------
<S>                                             <C>
"Additional Amounts"                                  4.24
"Additional Interest Notice"                          4.21
"Additional Notes"                                    2.2
"Additional Units"                                    2.2
"Affiliate Transaction"                               4.7
"Authenticating Agent"                                2.2
"Bankruptcy Law"                                      6.1
"Comparable Treasury Issue"                           3.1
"Comparable Treasury Price"                           3.1
"covenant defeasance option"                          8.1(b)
</TABLE>

                                       22

<PAGE>

<TABLE>
<S>                                                   <C>
"Custodian"                                           6.1
"defeasance trust"                                    8.2
"Designee"                                            4.10
"Event of Default"                                    6.1
"Excess Cash Flow Offer Amount"                       4.23
"Excess Proceeds"                                     4.6(a)
"Excess Proceeds Offer"                               4.6(a)
"Excess Proceeds Payment"                             4.6(a)
"Global Notes"                                        2.1(b)
"Global Units"                                        2.1(b)
"Global U.K. Note"                                    2.1(b)
"Global U.S. Note"                                    2.1(b)
"Guaranteed Obligations"                              11.1
"legal defeasance option"                             8.1(b)
"Notice of Default"                                   6.1
"Participants"                                        2.6
"Paying Agent"                                        2.3
"Premises"                                            4.19
"Primary Treasury Dealer"                             3.1
"Private Placement Legend"                            2.13
"Purchase Date"                                       4.6(b)
"Reference Treasury Dealer"                           3.1
"Reference Treasury Dealer Quotation"                 3.1
"Registrar"                                           2.3
"Released Interests"                                  10.5(a)
"Register"                                            2.3
"Successor Company"                                   5.1
"Taxes"                                               4.24
"Treasury Rate"                                       3.1
"Valuation Date"                                      10.5(b)
</TABLE>

                  SECTION 1.3       Incorporation by Reference of Trust
Indenture Act.

                  This Indenture is subject to the mandatory provisions of the
TIA, which are incorporated by reference in and made a part of this Indenture.
The following TIA terms have the following meanings:

                  "Commission" means the SEC.

                  "indenture notes" means the Notes.

                  "obligor" on the Notes means the Company and any other obligor
on the indenture notes.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

                  SECTION 1.4       Rules of Construction.

                  Unless the context otherwise requires:

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

                                       23

<PAGE>

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) in the singular include the plural and words in the plural
         include the singular;

                  (6) the principal amount of any non-interest-bearing or other
         discount security at any date shall be the principal amount thereof
         that would be shown on a balance sheet of the Company dated such date
         prepared in accordance with GAAP;

                  (7) all references to $, US$, dollars or United States dollars
         shall refer to the lawful currency of the United States; and

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

                                   ARTICLE 2

                                 THE SECURITIES

                  SECTION 2.1       Form and Dating.

                  The Initial Units, the Notes forming the Initial Units and the
Trustee's certificate of authentication relating thereto shall be substantially
in the form of Exhibit A, which is hereby incorporated in and expressly made a
part of this Indenture. The Exchange Units, the Notes forming the Exchange Units
and the Trustee's certificate of authentication relating thereto shall be
substantially in the form of Exhibit B hereto. The Units and Notes may have
notations, legends or endorsements required by law, stock exchange rules,
agreements to which the Issuers are subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Issuers).
Each Unit and Note shall be dated the date of its authentication. If required,
the Notes may bear the appropriate legend regarding any original issue discount
for Federal income tax purposes. Each U.S. Note shall have attached to it an
executed Subsidiary Guarantee substantially in the form of Exhibit E, from each
of the Subsidiary Guarantors. Each U.K. Note shall have attached to it an
executed Note Guarantee substantially in the form of Exhibit E, from the Company
and each of the Subsidiary Guarantors.

                  The Notes of each Issuer will not trade separately unless a
Separation Event has occurred.

                  The terms and provisions contained in the Units and the Notes,
annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly
made, a part of this Indenture and, to the extent applicable, the Issuers, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

                  Global Units. The Units offered and sold in reliance on Rule
144A, the Units offered and sold in reliance on Regulation S and the Units
offered and sold in reliance on Rule 501(a)(1), (2), (3) or (7) under the
Securities Act shall be issued initially in the form of one or more permanent
global units ("Global Units"), each Global Unit consisting of a global U.S. Note
("Global U.S. Note") and global U.K. Note ("Global U.K. Note" and, together with
the Global U.S. Notes, the "Global Notes") in definitive, fully registered form
without interest coupons, in substantially the form of Exhibit A, which shall be

                                       24
<PAGE>

deposited on behalf of the purchasers of the Units represented thereby with the
Trustee, at the Trustee's office in Chicago, Illinois, as custodian for the
Depository, and registered in the name of the Depository or a nominee of the
Depository, duly executed by the Issuers (and having executed Note Guarantees
endorsed thereon) and authenticated by the Trustee as hereinafter provided and
shall bear the legend set forth in Section 2.13. The aggregate principal amount
of the Global Notes underlying the Units may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee in the limited circumstances hereinafter provided.

                  All Global Units and Notes offered and sold in reliance on
Regulation S shall remain in the form of Global Units and Global Notes until the
consummation of the Exchange Offer pursuant to the Registration Rights
Agreement; provided, however, that all of the time periods specified in the
Registration Rights Agreement to be complied with by the Issuers have been so
complied with.

                  The definitive Units and Notes shall be typed, printed 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 Units and Notes, as
evidenced by their execution of such Units and Notes.

                  SECTION 2.2       Execution and Authentication; Aggregate
Principal Amount.

                  An Officer (who shall have been duly authorized by all
requisite corporate actions) shall sign the Units for the Issuers by manual or
facsimile signature.

                  An Officer (who shall have been duly authorized by all
requisite corporate actions) shall sign the U.S. Notes for the Issuers by manual
or facsimile signature.

                  An Officer (who shall have been duly authorized by all
requisite corporate actions) shall sign the U.K. Notes for the Issuers by manual
or facsimile signature.

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

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

                  The Trustee shall authenticate (i) 75,500 Initial Units, each
Unit consisting of (a) $860 principal amount of Initial U.S. Notes and (b) $140
principal amount of Initial U.K. Notes for original issue, (ii) Exchange Units,
each Exchange Unit consisting of (a) $860 principal amount of Exchange U.S.
Notes and (b) $140 principal amount of Exchange U.K. Notes, from time to time
after the Issue Date for issue only in exchange for a like principal amount of
Initial Notes and (iii) subject to compliance with Section 4.3, additional Units
("Additional Units"), each such Unit consisting of a U.S. Note and U.K. Note
("Additional Notes") for original issue after the Issue Date in an unlimited
amount in each case upon written orders of the Issuers in the form of an
Officers' Certificate, which Officers' Certificate shall, in the case of any
issuance of Additional Units, certify that such issuance is in compliance with
Section 4.3. In addition, each Officers' Certificate shall specify the amount of
Units and Notes to be authenticated and the date on which the Units and Notes
are to be authenticated, whether the Units are to be Initial Units, Exchange
Units or Additional Units, and shall further specify the amount of such Units to
be issued as Global Units. All Notes issued under this Indenture shall vote and
consent together on all

                                       25
<PAGE>

matters as one class and no Additional Notes will have the right to vote or
consent as a separate class on any matter.

                  The Trustee may appoint an authenticating agent (the
"Authenticating Agent") reasonably acceptable to the Issuers to authenticate
Units and Notes. Unless otherwise provided in the appointment, an Authenticating
Agent may authenticate Units and Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such Authenticating Agent. An Authenticating Agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demand.

                  The Units and Notes shall be issuable in fully registered form
only, without coupons, in denominations of (i) $860 for the U.S. Notes, (ii)
$140 for the U.K. Notes and (iii) $1,000 for the Units; or, in each case, any
integral multiple thereof.

                  In the event the Issuers shall issue and the Trustee shall
authenticate any Additional Units, the Issuers shall use their best efforts to
obtain the same "CUSIP" number for such Additional Units as is printed on the
Units outstanding at such time; provided, however, that if any such Additional
Units issued under this Indenture are determined to be a different class of Unit
than the Units outstanding for Federal income tax purposes, the Issuers may
obtain a "CUSIP" number for such Additional Units that is different from the
"CUSIP" number printed on the Units then outstanding. Notwithstanding the
foregoing, all Notes and Additional Notes issued under this Indenture shall vote
and consent together on all matters as one class and neither the Notes nor
Additional Notes will have the right to vote or consent as a separate class on
any matter.

                  SECTION 2.3       Registrar and Paying Agent.

                  The Issuers shall maintain an office or agency in New York
City where Units or, if a Separation Event has occurred, Notes may be presented
for registration of transfer or for exchange (the "Registrar") and an office or
agency where Units or Notes may be presented for payment (the "Paying Agent").
The Registrar, acting on behalf of and as agent for the Issuers, shall keep a
register (the "Register") of the Units and Notes and of their transfer and
exchange. The Issuers may have one or more co-registrars and one or more
additional paying agents.

                  The term "Paying Agent" includes any additional paying agent.
The Issuers shall enter into an appropriate agency agreement with any Registrar,
Paying Agent or co-registrar not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Issuers shall promptly notify
the Trustee in writing of the name and address of any such agent. If the Issuers
fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation and indemnification therefor
pursuant to Section 7.7. The Issuers may act as Paying Agent, Registrar,
co-Registrar or transfer agent.

                  The Issuers initially appoint the Trustee as Registrar and
Paying Agent in connection with the Units and Notes, until such time as the
Trustee has resigned or a successor has been appointed pursuant to Section 7.8.
Any of the Registrar, the Paying Agent or any other agent may resign upon 30
days' notice to the Issuers.

                  SECTION 2.4       Paying Agent To Hold Money in Trust.

                  On or prior to 10:00 a.m. New York City time on each due date
of the principal and interest on any Note, the Issuers shall deposit with the
Paying Agent a sum sufficient to pay such principal and interest when so
becoming due. The Issuers shall require each Paying Agent (other than the

                                       26
<PAGE>

Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all sums held by the Paying Agent for the
payment of principal of or interest on the Notes and shall notify the Trustee of
any default by the Issuers or any other obligor in making any such payment. If
the Issuers or a Subsidiary acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund. The Issuers at
any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by the Paying Agent. Upon complying with
this Section 2.4, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

                  SECTION 2.5       Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar, the Issuers shall furnish or cause the Registrar
to furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list as of such date and in such form as the Trustee may reasonably
request of the names and addresses of Holders; provided that as long as the
Trustee is the Registrar, no such list need be furnished.

                  SECTION 2.6       Transfer and Exchange.

                  The Units (including the underlying Notes) shall be issued in
registered form and shall be transferable only upon the surrender of a Unit (or,
if a Separation Event has occurred, Notes) for registration of transfer. When a
Unit (or, if a Separation Event has occurred, a Note) is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Registrar shall record in the
Register the transfer as requested if the requirements of Section 8-401(1) of
the Uniform Commercial Code are met, and thereupon one or more new Units
(including underlying Notes) or, if a Separation Event has occurred, new Notes
in the same aggregate principal amount shall be issued to the designated
assignee or transferee and the old Unit or Note will be returned to the Issuers.
When Units (or, if a Separation Event has occurred, a Note) are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Notes of other denominations, the Registrar shall make the
exchange as requested, in the same manner, if the same requirements are met. To
permit registration of transfers and exchanges, the Issuers shall execute and
the Trustee shall authenticate Units and Notes and each of the Guarantors shall
execute a Note Guarantee thereon at the Registrar's or co-registrar's request.
The Issuers may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or
exchange pursuant to this Section 2.6. The Issuers shall not be required to make
and the Registrar need not register transfers or exchanges of Notes selected for
redemption (except, in the case of Notes to be redeemed in part, the portion
thereof not to be redeemed) or any Notes during a period beginning at the
opening of business fifteen (15) days before the mailing of a notice of
redemption of Notes and ending at the close of business on the day of such
mailing or 15 days before an interest payment date.

                  Prior to the due presentation for registration of transfer of
any Unit (or, if a Separation Event occurs, Note), the Issuers, the Trustee, the
Paying Agent, the Registrar or any co-registrar may deem and treat the person in
whose name a Unit or Note is registered as the absolute owner of such Unit or
Note for the purpose of receiving payment of principal of and interest and for
all other purposes whatsoever, whether or not such Unit or Note is overdue, and
none of the Issuers, the Trustee, the Paying Agent, the Registrar or any
co-registrar shall be affected by notice to the contrary.

                                       27

<PAGE>

                  All Units and Notes issued upon any transfer or exchange
pursuant to the terms of this Indenture will evidence the same debt and will be
entitled to the same benefits under this Indenture as the Units or Notes
surrendered upon such transfer or exchange.

                  With respect to Global Units and Global Notes:

                  (1) Each Global Unit and Global Note authenticated under this
         Indenture shall (i) be registered in the name of the Depository
         designated for such Global Unit and in the name of the Trustee for the
         Global Note or a nominee thereof, (ii) be deposited with such
         Depository or a nominee thereof or custodian therefor, (iii) bear
         legends as set forth in Section 2.13 and (iv) constitute a single Unit
         or Note for all purposes of this Indenture.

                  Members of, or participants in, the Depository
         ("Participants") shall have no rights under this Indenture with respect
         to any Global Unit or Global Note held on their behalf by the
         Depository, or the Trustee as its custodian, or under the Global Unit
         or Global Notes, and the Depository may be treated by the Issuers, the
         Trustee and any Agent of the Issuers or the Trustee as the absolute
         owner of such Global Unit and underlying Global Notes for all purposes
         whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
         the Issuers, the Trustee or any Agent of the Issuers or the Trustee
         from giving effect to any written certification, proxy or other
         authorization furnished by the Depository or impair, as between the
         Depository and its Participants, the operation of customary practices
         governing the exercise of the rights of a Holder of any Unit or Note.
         Neither the Trustee nor any agent shall have any responsibility for any
         actions taken or not taken by the Depository.

                  (2) Transfers of a Global Unit or Global Note, as the case may
         be, shall be limited to transfers in whole, but not in part, to the
         Depository, its successors or their respective nominees. In addition, a
         Global Unit or Global Note is exchangeable for certificated Units or
         Notes, as applicable, if (i) the Depository notifies the Issuers that
         it is unwilling or unable to continue as a Depository for such Global
         Unit or Global Note or if at any time the Depository ceases to be a
         clearing agency registered under the Exchange Act and a successor
         Depository is not appointed by the Issuers within ninety (90) days of
         such notice, (ii) the Issuers execute and deliver to the Trustee a
         notice that such Global Unit or Global Note shall be so transferable,
         registrable, and exchangeable, and such transfers shall be registrable
         or (iii) there shall have occurred and be continuing an Event of
         Default or an event which, with the giving of notice or lapse of time
         or both, would constitute an Event of Default with respect to the Units
         or Notes represented by such Global Unit or Global Note, as applicable.
         Any Global Unit or Global Note that is exchangeable for certificated
         Units or Notes, as applicable, pursuant to the preceding sentence will
         be transferred to, and registered and exchanged for, certificated Units
         or Notes, as applicable, in authorized denominations, without legends
         applicable to a Global Unit or Global Note, and registered in such
         names as the Depository holding such Global Unit or Global Note may
         direct. Subject to the foregoing, a Global Unit or Global Note is not
         exchangeable, except for a Global Unit or Global Note of like
         denomination to be registered in the name of the Depository or its
         nominee. In the event that a Global Unit becomes exchangeable for
         certificated Units, (i) certificated Units will be issued only in fully
         registered form in denominations of (i) $860 for the U.S. Notes, (ii)
         $140 for the U.K. Notes and (iii) $1,000 for the Units; or, in each
         case, any integral multiple thereof, (ii) payment of principal, any
         repurchase price, and interest on the underlying certificated Notes
         will be payable, and the transfer of the certificated Notes will be
         registrable, at the office or agency of the Issuers maintained for such
         purposes, and (iii) no service charge will be made for any registration
         or transfer or exchange of the certificated Units, although the Issuers
         may require payment of a sum sufficient to cover any tax or
         governmental charge imposed in connection therewith. If a Separation
         Event has occurred and a Global Note becomes

                                       28

<PAGE>

         exchangeable for certificated Notes, (i) certificated Notes will be
         issued only in fully registered form in denominations of $860 for the
         U.S. Notes and $140 for the U.K. Notes, (ii) payment of principal, any
         repurchase price, and interest on the certificated Notes will be
         payable, and the transfer of the certificated Notes will be
         registrable, at the office or agency of the Issuers maintained for such
         purposes, and (iii) no service charge will be made for any registration
         or transfer or exchange of the certificated Notes, although the Issuers
         may require payment of a sum sufficient to cover any tax or
         governmental charge imposed in connection therewith.

                  (3) Units and Notes issued in exchange for a Global Unit or
         Global Note or any portion thereof shall have an aggregate principal
         amount equal to that of such Global Unit or Global Note or portion
         thereof to be so exchanged, shall be registered in such names and be in
         such authorized denominations as the Depository shall designate and
         shall bear the applicable legends provided for herein. Any Global Unit
         or Global Note to be exchanged in whole shall be surrendered by the
         Depository to the Trustee. With respect to any Global Unit or Global
         Note to be exchanged in part, either such Global Unit or Global Note
         shall be so surrendered for exchange or, if the Trustee is acting as
         custodian for the Depository or its nominee with respect to such Global
         Unit or Global Note, the principal amount thereof shall be reduced, by
         an amount equal to the portion thereof to be so exchanged, by means of
         an appropriate adjustment made on the records of the Trustee. Upon any
         such surrender or adjustment, the Trustee shall authenticate and
         deliver the Unit or Note issuable on such exchange to or upon the order
         of the Depository or an authorized representative thereof.

                  (4) Every Unit and Note authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Unit or Global Note or any portion thereof, whether pursuant to this
         Section 2.6, Section 2.7, 2.9, 2.14 or otherwise, shall be
         authenticated and delivered in the form of, and shall be, a Global Unit
         or Global Note, as applicable, unless such Unit is registered (i) in
         the name of a Person other than the Depository or a nominee thereof for
         such Global Unit or (ii) in the name of a Person other than the Trustee
         for such Global Note or a nominee thereof. Participants shall have no
         rights under this Indenture with respect to any Global Unit or Global
         Note held on their behalf by the Depository or by the Trustee as the
         custodian of the Depository or under such Global Unit or Global Note,
         and the Depository may be treated by the Issuers, the Trustee and any
         agent of the Issuers or the Trustee as the absolute owner of such
         Global Unit or Global Note for all purposes whatsoever. Notwithstanding
         the foregoing, nothing herein shall prevent the Issuers, the Trustee or
         any agent of the Issuers or the Trustee from giving effect to any
         written certification, proxy or other authorization furnished by the
         Depository or impair, as between the Depository and its Participants,
         the operation of customary practices of such Depository governing the
         exercise of the rights of a holder of a beneficial interest in any
         Global Unit or Global Note. Neither the Trustee nor any agent shall
         have any responsibility for any actions taken or not taken by the
         Depository.

                  SECTION 2.7       Replacement Units and Notes.

                  If a mutilated Unit or Note is surrendered to the Trustee or
Registrar or if the Holder of a Unit or Note claims that the Unit or Note has
been lost, destroyed or wrongfully taken, the Issuers shall issue and the
Trustee shall authenticate a replacement Unit or Note and Guarantors shall
execute a Note Guarantee thereon if the requirements of Section 8-405 of the
Uniform Commercial Code are met and the Holder satisfies any other reasonable
requirements of the Trustee and the Issuers. Except with respect to mutilated
Units and Notes, such Holder must provide an affidavit of lost certificate and
furnish an indemnity bond sufficient in the judgment of the Issuers, the
Guarantors and the Trustee to protect the Issuers, the Guarantors, the Trustee,
the Paying Agent, the Registrar and any co-registrar from any loss,

                                       29

<PAGE>

liability, cost or expense which any of them may suffer if a Unit or Note is
replaced. The Issuers and the Trustee may charge the Holder for their expenses
in replacing a Unit or Note.

                  In case any such mutilated, lost, destroyed or wrongfully
taken Unit or Note has become or is about to become due and payable, the Issuers
in their discretion may pay such Unit or Note instead of issuing a new Unit or
Note in replacement thereof.

                  Every replacement Unit or Note issued pursuant to the terms of
this Section 2.7 shall constitute an additional obligation of the Issuers and
the Guarantors under this Indenture.

                  The provisions of this Section 2.7 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 Units or
Notes.

                  SECTION 2.8       Outstanding Units and Notes.

                  Units or Notes outstanding at any time are all Units or Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation and those described in this Section 2.8 as not outstanding.
Subject to the provisions of Section 12.6, a Unit or Note does not cease to be
outstanding because the Issuers or an Affiliate of the Issuers holds such Unit
or Note.

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

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date or,
pursuant to Section 8.1(a), within 91 days prior thereto, money sufficient to
pay all principal and interest payable on that redemption or maturity date with
respect to the Notes (or portions thereof) to be redeemed or maturing, as the
case may be, then on and after such date such Notes (or portions thereof) cease
to be outstanding and on and after such redemption or maturity date interest on
them ceases to accrue.

                  SECTION 2.9       Temporary Units and Notes.

                  Until definitive Units or Notes are ready for delivery, the
Issuers may prepare and execute and the Trustee shall authenticate temporary
Units or Notes upon receipt of a written order of the Issuers in the form of an
Officers' Certificate. The Officers' Certificate shall specify the amount of
temporary Units or Notes to be authenticated and the date on which the temporary
Units or Notes are to be authenticated. Temporary Units and Notes shall be
substantially in the form of definitive Units and Notes but may have variations
that the Issuers considers appropriate for temporary Units and Notes. Without
unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate
definitive Units and Notes and deliver them in exchange for temporary
securities.

                  SECTION 2.10      Cancellation.

                  The Issuers at any time may deliver Units or Notes to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Units or Notes surrendered to them for registration of transfer,
exchange or payment. The Trustee, or at the discretion of the Trustee, the
Registrar or the Paying Agent, and no one else shall cancel all Units or Notes
surrendered for registration

                                       30

<PAGE>

of transfer, exchange, payment or cancellation and deliver such canceled Units
or Notes to the Issuers. The Trustee shall from time to time provide the Issuers
a list of all Units or Notes that have been canceled as requested by the
Issuers. Subject to Section 2.7, the Issuers may not issue new Notes to replace
Notes it has redeemed, paid or delivered to the Trustee for cancellation. The
Trustee shall dispose of all cancelled Units and Notes in accordance with
customary procedures, or, at the written request of the Issuers, shall return
the same to the Issuers.

                  SECTION 2.11      Defaulted Interest.

                  If the Issuers default in a payment of interest on the Notes,
the Issuers shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) in any lawful manner in accordance with Section
4.1. The Issuers may pay the defaulted interest to the persons who are Holders
on a subsequent special record date. The Issuers shall fix or cause to be fixed
any such special record date and payment date to the reasonable satisfaction of
the Trustee and shall promptly mail to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.

                  SECTION 2.12      CUSIP Numbers.

                  The Issuers in issuing the Units shall use "CUSIP" numbers. If
a Separation Event Occurs, the Company and MSXI Limited shall as soon as
practicable obtain "CUSIP" numbers for the U.S. Notes and U.K. Notes,
respectively. The Trustee shall use "CUSIP" numbers in notices of redemption,
purchase or exchange as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Units or Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Units or Notes, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Issuers will promptly
notify the Trustee in writing of any change in the CUSIP numbers.

                  SECTION 2.13      Restrictive Legends.

                  Each Global Unit, Global Note, Physical Unit and Physical Note
that constitutes a Restricted Security or is sold in compliance with Regulation
S shall bear the following legend (the "Private Placement Legend") on the face
thereof until after the second anniversary of the later of the Issue Date and
the last date on which the Issuers or any Affiliate of the Issuers was the owner
of such Unit or Note (or any predecessor security) (or such shorter period of
time as permitted by Rule 144(k) under the Securities Act or any successor
provision thereunder) (or such longer period of time as may be required under
the Securities Act or applicable state securities laws in the opinions of
counsel for the Issuers, unless otherwise agreed by the Issuers and the Holder
thereof):

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

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL

                                       31

<PAGE>

"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE UNITS ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1),
(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S, OR TRANSFER AGENT'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E), OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR TRANSFER AGENT.

                  Each Global Unit shall also bear the following legend on the
face thereof:

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

                  TRANSFERS OF THIS GLOBAL UNIT SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF

                                       32

<PAGE>

OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL UNIT SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.14 OF THE INDENTURE.

                  Each Global Note shall also bear the following legend on the
face thereof:

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

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.14 OF THE INDENTURE.

                  SECTION 2.14      Special Transfer Provisions.

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

                  (i)      the Registrar shall register the transfer of any
         Unit or Note constituting a Restricted Security whether or not such
         Unit or 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 Issuers nor any Affiliate of the Issuers have
         held any beneficial interest in such Unit or Note, or portion thereof,
         at any time on or prior to the second anniversary of the Issue Date) or
         (y) (1) in the case of a transfer to an Institutional Accredited
         Investor which is not a QIB (excluding Non-U.S. Persons), the proposed
         transferee has delivered to the Registrar a certificate substantially
         in the form of Exhibit C hereto and any legal opinions and
         certifications required thereby or (2) in the case of a transfer to a
         Non-U.S. Person, the proposed transferor has delivered to the Registrar
         a certificate substantially in the form of Exhibit D hereto; and

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

                                       33

<PAGE>

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Units
(including underlying Notes) or, if a Separation Event has occurred, Physical
Notes) a decrease in the principal amount of the Global Notes underlying such
Global Unit or, if a Separation Event has occurred, the principal amount of such
Global Note in an amount equal to the principal amount of the beneficial
interest in the Global Notes to be transferred, and (b) the Issuers shall
execute, the Guarantors shall execute the Note Guarantees on, and the Trustee
shall authenticate and deliver, one or more Physical Notes of like tenor and
principal amount.

                  (b)      Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Unit
(including the underlying Notes) or, if a Separation Event has occurred, a Note
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):

                  (i)      the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Unit or Note stating, or has otherwise
         advised the Issuers 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
         Unit or Note stating, or has otherwise advised the Issuers and the
         Registrar in writing, that it is purchasing the Unit or 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 Issuers as it has requested pursuant to
         Rule 144A or has determined not to request such information and that it
         is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A; and

                  (ii)     if the proposed transferee is a Participant, and the
         Units or Notes to be transferred consist of Physical Units or Physical
         Notes, as applicable, which after transfer are to be evidenced by an
         interest in a Global Unit (including an interest in the underlying
         Global Notes) or a Global Note, as applicable, upon receipt by the
         Registrar of written instructions given in accordance with the
         Depository's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the Global Notes underlying such Global Unit or, if
         a Separation Event has occurred, the principal amount of such Global
         Note in an amount equal to the principal amount of the Physical Notes
         to be transferred, and the Trustee shall cancel the Physical Notes so
         transferred.

                  (c)      Private Placement Legend. Upon the transfer,
exchange or replacement of Units and Notes not bearing the Private Placement
Legend, the Registrar shall deliver Units and Notes that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Units and Notes
bearing the Private Placement Legend, the Registrar shall deliver only Units and
Notes that bear the Private Placement Legend unless (i) the requested transfer
is after the second anniversary of the Issue Date (provided, however, that
neither the Issuers nor any Affiliate of the Issuers have held any beneficial
interest in such Unit or Note, or portion thereof, at any time prior to or on
the second anniversary of the Issue Date), or (ii) there is delivered to the
Registrar an Opinion of Counsel reasonably satisfactory to the Issuers 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. The Registrar shall not register a transfer of any Unit or Note
unless such transfer complies with the restrictions on transfer of such Unit or
Note set forth in this Indenture. In connection with any transfer of Units or
Notes, each Holder agrees by its acceptance of the Units or Notes to furnish the
Registrar or the Issuers such certifications, legal opinions or other
information as either the Registrar or the Issuers may reasonably require to
confirm that such transfer is being made pursuant to an exemption from, or a
transaction not

                                       34

<PAGE>

subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may conclusively rely on a
determination made by the Issuers and provided to the Trustee orally (promptly
confirmed in writing) or in writing with respect to) the sufficiency of any such
certifications, legal opinions or other information.

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

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.6 or this Section
2.14. The Issuers shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time during
the Registrar's normal business hours upon the giving of reasonable written
notice to the Registrar.

                  Each Holder agrees to indemnify the Issuers and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder's Unit or Note in violation of any provision of this Indenture
and/or applicable United States Federal or state securities law.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Unit or Note (including any transfers between or among
Participants or beneficial owners of interests in any Global Unit or Global
Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

                  (e)      Transfers of Notes Held by Affiliates.
Any certificate (i) evidencing a Unit or Note that has been transferred to an
Affiliate of the Issuers within two years after the Issue Date, as evidenced by
a notation on the Assignment Form for such transfer or in the representation
letter delivered in respect thereof or (ii) evidencing a Unit or Note that has
been acquired from an Affiliate (other than by an Affiliate) in a transaction or
a chain of transactions not involving any public offering, shall, until two
years after the last date on which either the Issuers or any Affiliate of the
Issuers was an owner of such Unit or Note, in each case, bear a legend in
substantially the form set forth in Section 2.13 hereof, unless otherwise agreed
by the Issuers (with written notice thereof to the Trustee).

                                    ARTICLE 3

                                   REDEMPTION

                  SECTION 3.1       Redemption.

                  (a)      Optional Redemption Prior to August 1, 2005.
At any time prior to August 1, 2005, the Issuers may, at their option, on one or
more occasions redeem all or part of their Notes at a redemption price equal to
the greater of (1) 100% of the principal amount of the Notes being redeemed and
(2) the sum of the present values of 105.5% of the principal amount of the Notes
being redeemed and scheduled payments of interest on such Notes to and including
August 1, 2005 discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points, together in either case with accrued and unpaid
interest, if any, to the date of redemption. The foregoing optional redemption
of the Notes prior to August 1, 2005 shall include

                                       35

<PAGE>

both U.S. Notes and U.K. Notes on a pro rata basis based on the aggregate
principal amount of the Notes outstanding at the time of redemption, unless a
Change of Control of MSXI Limited has occurred.

                  (i)      "Treasury Rate" " means, with respect to
         any redemption date, the rate per annum equal to the semi-annual
         equivalent yield to maturity of the Comparable Treasury Issue, assuming
         a price for the Comparable Treasury Issue (expressed as a percentage of
         its principal amount) equal to the Comparable Treasury Price for such
         redemption period.

                  (ii)     "Comparable Treasury Issue" " means the United
         States Treasury security selected by a Reference Treasury Dealer
         appointed by the Company as having a maturity comparable to the
         remaining term of the Notes (as if the final maturity of the Notes was
         August 1, 2005) that would be utilized at the time of selection and in
         accordance with customary financial practice in pricing new issues of
         corporate debt securities of comparable maturity to the remaining term
         of the Notes (as if the final maturity of the Notes was August 1,
         2005).

                  (iii)    "Comparable Treasury Price" means, with respect
         to any redemption date, (1) the average of the bid and asked prices for
         the Comparable Treasury Issue (expressed in each case as a percentage
         of its principal amount) on the third business day preceding such
         redemption date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities" or (2) if such release (or any successor release) is not
         published or does not contain such prices on such business day, (A) the
         average of the Reference Treasury Dealer Quotations (as defined below)
         for such redemption date, after excluding the highest and lowest such
         Reference Treasury Dealer Quotation or (B) if the Company obtains fewer
         than three such Reference Treasury Dealer Quotations, the average of
         all such Reference Treasury Dealer Quotations.

                  (iv)     "Reference Treasury Dealer Quotation" means,
         with respect to each Reference Treasury Dealer and any redemption date,
         the average, as determined by the Company, of the bid and asked prices
         for the Comparable Treasury Issue (expressed in each case as a
         percentage of its principal amount) quoted in writing to the Company by
         such Reference Treasury Dealer at 5:00 p.m. on the third business date
         preceding such redemption date.

                  (v)      "Reference Treasury Dealer" means any primary U.S.
         government securities dealer in the City of New York (a "Primary
         Treasury Dealer") selected by the Company.

                  (b)      Optional Redemption on or After August 1, 2005.
On or after August 1, 2005, the Notes will be redeemable, at the Issuers'
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), plus accrued and unpaid interest and
Additional Amounts, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date receive interest due on the
relevant interest payment date), if redeemed during the period commencing on the
date set forth below:

<TABLE>
<CAPTION>
                                            REDEMPTION
DATE                                           PRICE
----                                        ----------
<S>                                         <C>
August 1, 2005..........................     105.500%
February 1, 2006........................     102.750%
August 1, 2006 and
thereafter..............................     100.000%
</TABLE>

                                       36

<PAGE>

                  The foregoing optional redemption of the Notes on or after
August 1, 2005 shall include both U.S. Notes and U.K. Notes on a pro rata basis
based on the aggregate principal amount of the Notes outstanding at the time of
redemption, unless a Change of Control of MSXI Limited has occurred.

                  (c)      Redemption Upon Equity Offering. In addition,
at any time and from time to time prior to August 1, 2005, the Issuers may
redeem at their option in the aggregate up to 35% of the original principal
amount of the Notes with the proceeds of one or more Public Equity Offerings
following which there is a Public Market, at a redemption price (expressed as a
percentage of principal amount) of 111.0% plus accrued and unpaid interest and
Additional Amounts, if any, 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); provided, however, that at least 65% of the
original aggregate principal amount of the Notes must remain outstanding after
each such redemption.

                  The foregoing optional redemption of the Notes shall include
both U.S. Notes and U.K. Notes on a pro rata basis based on the aggregate
principal amount of the Notes outstanding at the time of redemption, unless a
Change of Control of MSXI Limited has occurred.

                  (d)      Tax Redemption. U.K. Notes may be redeemed,
at the option of MSXI Limited, as a whole, but not in part (limited to U.K.
Notes with respect to which an Additional Amount (as described below) is or may
be required), at any time, upon giving notice to Holders not less than 30 days
nor more than 60 days prior to the date fixed for redemption (which notice shall
be irrevocable), at a redemption price equal to the principal amount thereof,
together with interest accrued to the date fixed for redemption and any
Additional Amounts payable with respect thereto, if MSXI Limited determines and
certifies to the Trustee immediately prior to the giving of such notice that (i)
they have or will become obligated to pay Additional Amounts in respect of such
U.K. Notes as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United Kingdom or any
relevant jurisdiction or any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in the official position regarding
the application or interpretation of such laws, regulations or rulings
(including a holding by a court of competent jurisdiction) which change or
amendment becomes effective on or after the date of issuance of such U.K. Notes
and (ii) such obligation cannot be avoided by MSXI Limited taking reasonable
measures available to it, provided, that no such notice of redemption shall be
given earlier than 60 days prior to the earliest date on which MSXI Limited
would be obligated to pay such Additional Amounts if a payment in respect of
such U.K. Notes was then due. Prior to the giving of any notice of redemption
described in this Section 3.1(d), MSXI Limited shall deliver to the Trustee (a)
a certificate signed by two directors of MSXI Limited stating that the
obligation to pay Additional Amounts cannot be avoided by MSXI Limited taking
reasonable measures available to them and (b) an Opinion of Counsel to the
effect that MSXI Limited has become obligated to pay Additional Amounts as a
result of such a change or amendment described above and that MSXI Limited
cannot avoid payment of such Additional Amounts by taking reasonable measures
available to them.

                  SECTION 3.2       Notices to Trustee.

                  If the Issuers elect to redeem Notes pursuant to Section 3.1,
they shall notify the Trustee in writing of the redemption date, the principal
amount of Notes to be redeemed and the paragraph of the Notes pursuant to which
the redemption will occur. The Issuers shall give each notice to the Trustee
provided for in this Section 3.2 at least 45 days before the redemption date
unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate from the Issuers to the effect that such
redemption will comply with the provisions herein.

                                       37

<PAGE>

                  SECTION 3.3       Selection of Notes To Be Redeemed.

                  If fewer than all the Notes are to be redeemed, the Trustee
shall select the Notes to be redeemed pro rata or by lot or by such other method
that complies with applicable legal and securities exchange requirements, if
any, and that the Trustee in its sole discretion shall deem to be fair and
appropriate and in accordance with customary practice. The Trustee shall make
the selection from outstanding Notes not previously called for redemption. The
Trustee may select for redemption portions of the principal of Notes that have
denominations larger than $1,000. Notes and portions of them that the Trustee
selects shall be in amounts of $1,000 or a whole multiple of $1,000. No Note of
$1,000 in original principal amount or less will 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.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption. The Trustee shall notify the
Issuers promptly of the Notes or portions of Notes to be redeemed. In the event
the Issuers are required to make an offer to repurchase Notes pursuant to
Sections 4.7, 4.12 or 4.23 and the amount available for such offer is not evenly
divisible by $1,000, the Trustee shall promptly refund to the Issuers any
remaining funds, which in no event will exceed $1,000.

                  SECTION 3.4       Notice of Redemption.

                  At least 30 days but not more than 60 days before a date for
redemption of Notes, the Issuers shall mail or cause to be mailed a notice of
redemption by first-class mail to the registered address appearing in the Note
Register of each Holder of Notes to be redeemed. The notice shall identify the
Notes to be redeemed and shall state:

                  (1) the redemption date;

                  (2) the redemption price and the amount of accrued interest,
         if any, to be paid;

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

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

                  (5) if fewer than all the outstanding Notes are to be
         redeemed, the identification and principal amounts of the particular
         Notes to be redeemed;

                  (6) that, unless the Issuers default in making such redemption
         payment, interest on Notes (or portion thereof) called for redemption
         ceases to accrue on and after the redemption date;

                  (7) the paragraph of the Notes pursuant to which the Notes
         called for redemption are being redeemed;

                  (8) the CUSIP number, if any, printed on the Notes being
         redeemed; and

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

                  At the Issuers' written request, the Trustee shall give the
notice of redemption in the Issuers' name and at the Issuers' sole expense;
provided that such request by the Issuers to the Trustee is

                                       38
<PAGE>
received by the Trustee at least seven (7) Business Days prior to the date the
Trustee is requested to give notice to the Holders whose Notes are to be
redeemed. In such event, the Issuers shall provide the Trustee with the
information required by this Section 3.4.

                  SECTION 3.5       Effect of Notice of Redemption.

                  Once notice of redemption is mailed in accordance with Section
3.4, Notes called for redemption become due and payable on the redemption date
and at the redemption price stated in the notice. Upon surrender to the Paying
Agent, such Notes shall be paid at the redemption price stated in the notice,
plus accrued interest to the redemption date. Such notice if mailed in the
manner herein provided shall be conclusively presumed to have been given,
whether or not the Holder receives such notice. Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder.

                  SECTION 3.6       Deposit of Redemption Price.

                  Prior to 10:00 a.m. (New York City time) on the redemption
date, the Issuers shall deposit with the Trustee or Paying Agent (or, if the
Issuers or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued interest (if any) on
all Notes or portions thereof to be redeemed on that date other than Notes or
portions of Notes called for redemption which have been delivered by the Issuers
to the Trustee for cancellation.

                  The Trustee or Paying Agent shall promptly return to the
Issuers any money so deposited which is not required for that purpose. Unless
the Issuers default in the payment of such Redemption Price plus accrued
interest, if any, interest on the Notes to be redeemed will cease to accrue on
and after the applicable redemption date, whether or not such Notes are
presented for payment.

                  SECTION 3.7       Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part (with, if
the Issuers or the Trustee so require, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuers and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), the
Issuers shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered, except that if a Global Note is so surrendered, the
Issuers shall execute, and the Trustee shall authenticate and deliver to the
Depository for such Global Note, without service charge, a new Global Note in
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Note so surrendered.

                                    ARTICLE 4

                                    COVENANTS

                  SECTION 4.1       Payment of Notes.

                  The Company shall promptly pay the principal of and interest
on the Notes on the dates and in the manner provided in the Notes and in this
Indenture. Principal and interest shall be considered paid on the date due if on
such date the Trustee or the Paying Agent holds in accordance with this
Indenture money sufficient to pay all principal and interest then due. The
Company shall pay interest on

                                       39

<PAGE>

overdue principal at 1% per annum in excess of the rate per annum set forth in
the Notes, and it shall pay interest on overdue installments of interest at the
same rate to the extent lawful.

                  Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of
America from principal or interest payments hereunder.

                  SECTION 4.2       SEC Reports.

                  Until such time as the Company shall become subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
shall provide the Trustee, the Initial Purchaser, the Holders and prospective
Holders (upon request) with 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 provided at the times specified for the
filing of such information, documents and reports under such Sections.
Thereafter, notwithstanding that the Company may not be 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 the Trustee and Holders and
prospective Holders (upon request) such annual reports and such information,
documents and other reports as are specified in such Sections 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; provided,
however, that the Company shall not be required to file any report, document or
other information with the SEC if the SEC does not permit such filing.

                  SECTION 4.3       Limitation on Incurrence of Indebtedness.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiaries to, Incur, directly or indirectly, any Indebtedness;
provided, however, that the Company and the Subsidiary Guarantors may Incur
Indebtedness if, immediately after giving effect to such Incurrence, the
Consolidated Coverage Ratio exceeds 2.25 to 1.

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

                  (1)      Indebtedness Incurred pursuant to the Senior Credit
         Facility and Guarantees of Indebtedness Incurred pursuant to the Senior
         Credit Facility; provided, however, that, after giving effect to any
         such Incurrence, the aggregate principal amount of such Indebtedness
         then outstanding does not exceed the sum of (i) the greater of (x)
         $40.0 million less the amount of Net Available Cash from Asset
         Dispositions used to permanently reduce Indebtedness under the Senior
         Credit Facility and (y) 20% of the net book value of the accounts
         receivable of the Company and its Restricted Subsidiaries, determined
         in accordance with GAAP and 20% of the net book value of the inventory
         of the Company and its Restricted Subsidiaries, determined in
         accordance with GAAP, (ii) Cash Management Obligations owing to the
         Administrative Agent, the Lenders or their respective Affiliates, and
         (iii) the amount by which the U.S. dollar equivalent of the principal
         amount of the loans and letters of credit under the Senior Credit
         Facility exceeds the amount allowed under the foregoing clauses (i) and
         (ii) as a result of currency fluctuations;

                  (2)      Indebtedness represented by (i) the Notes issued in
         the Offering (and the Exchange Notes), and (ii) Indebtedness
         represented by the Note Guarantees;

                                       40

<PAGE>

                  (3)      Indebtedness pursuant to agreements as in effect on
         the Issue Date (other than Indebtedness described in clause (1) of this
         Section 4.3(b)), including without limitation the New Third Lien Notes
         and the Fourth Lien Term Loan;

                  (4)      Indebtedness of the Company owed to and held by a
         Wholly Owned Subsidiary or Indebtedness of a Wholly Owned Subsidiary
         owed to and held by the Company or a Wholly Owned Subsidiary; provided,
         however, that (i) any such Indebtedness of the Company or any
         Subsidiary Guarantor shall be unsecured and subordinated to the Notes
         and (ii) 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 the Company or a Wholly Owned Subsidiary) shall be deemed, in
         each case, to constitute the Incurrence of such Indebtedness by the
         issuer thereof;

                  (5)      Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to paragraph (a) or pursuant to clause (2), (3) or
         this clause (5) of this Section 4.3(b);

                  (6)      Indebtedness in respect of performance bonds,
         bankers' acceptances, letters of credit and surety or appeal bonds
         entered into by the Company or a Restricted Subsidiary in the ordinary
         course of business (in each case other than an obligation for borrowed
         money);

                  (7)      Hedging Obligations consisting of Interest Rate
         Agreements and Currency Agreements entered into in the ordinary course
         of business and not for the purpose of speculation; provided, however,
         that, in the case of Currency Agreements and Interest Rate Agreements,
         such Currency Agreements and Interest Rate Agreements do not increase
         the Indebtedness of the Company outstanding at any time other than as a
         result of fluctuations in foreign currency exchange rates or interest
         rates or by reason of fees, indemnities and compensation payable
         thereunder;

                  (8)      Purchase Money Indebtedness and Capital Lease
         Obligations Incurred to finance the acquisition or improvement by the
         Company or a Restricted Subsidiary of any assets in the ordinary course
         of business and which do not exceed $3.0 million in the aggregate at
         any time outstanding;

                  (9)      Indebtedness Incurred in respect of letters of credit
         in an aggregate principal amount not to exceed $5 million, plus the
         amount by which the U.S. dollar equivalent of the principal amount of
         such letters of credit exceeds $5 million as a result of currency
         fluctuations;

                  (10)     Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business, provided that
         such Indebtedness is extinguished within five business days of
         Incurrence;

                  (11)     Indebtedness Incurred after the Issue Date
         representing interest paid-in-kind;

                  (12)     Indebtedness of Foreign Restricted Subsidiaries of
         the Company, in an aggregate principal amount not to exceed $5.0
         million at any time outstanding; or

                  (13)     Indebtedness in an aggregate principal amount which,
         together with all other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the date of such Incurrence (other than
         Indebtedness permitted by clauses (1) through (12) above or Section
         4.3(a)), does not exceed $10.0 million.

                                       41

<PAGE>

                  (c)      For purposes of determining compliance with this
Section 4.3, (i) in the event that an item of Indebtedness meets the criteria of
more than one of the types of Indebtedness described in Section 4.3(b), 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 Section
4.3(b) and (ii) an item of Indebtedness may be divided and classified in more
than one of the types of Indebtedness described in Section 4.3(b).

                  SECTION 4.4       Limitation on Restricted Payments.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if
at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

                  (1)      a Default or an Event of Default shall have occurred
         and be continuing (or would result therefrom);

                  (2)      the Company is not able to Incur an additional $1.00
         of Indebtedness pursuant to Section 4.3(a); or

                  (3)      the aggregate amount of such Restricted Payment
         together with all other Restricted Payments (the amount of any payments
         made in property other than cash to be valued at the fair market value
         of such property, as determined in good faith by the Board of
         Directors) declared or made 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
                  Issue Date to the end of the most recent fiscal quarter prior
                  to the date of such Restricted Payment for which financial
                  statements of the Company are available (or, in case such
                  Consolidated Net Income accrued during such period (treated as
                  one accounting period) shall be a deficit, minus 100% of such
                  deficit);

                           (B)      the aggregate Net Cash Proceeds received
                  subsequent to the Issue Date by the Company from the issuance
                  or sale of (i) its Capital Stock (other than Disqualified
                  Stock or the issuance or sale of Capital Stock to a Subsidiary
                  of the Company) or (ii) the Capital Stock of a Restricted
                  Subsidiary pursuant to a Qualified TIPS Transaction (other
                  than any issuance or sale to a Subsidiary of the Company);

                           (C)      the amount by which Indebtedness of the
                  Company or its Restricted Subsidiaries 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 or its Restricted
                  Subsidiaries convertible or exchangeable for Capital Stock
                  (other than Disqualified Stock) of the Company (less the
                  amount of any cash, or the fair market value of any other
                  property, distributed by the Company or any Restricted
                  Subsidiary upon such conversion or exchange); and

                           (D)      an amount equal to the sum of the net
                  reduction in Investments resulting from repayments of loans or
                  advances or other transfers of assets subsequent to the Issue
                  Date, in each case to the Company or any Restricted
                  Subsidiary; provided, however, that the foregoing amount shall
                  not exceed the amount of Investments previously made (and
                  treated as a Restricted Payment) by the Company or any
                  Restricted Subsidiary in such Person.

                                       42

<PAGE>

                  (b)      The provisions of Section 4.4(a) shall not prohibit:

                  (i)      any purchase or redemption of Capital Stock,
         Subordinated Obligations, the Third Term Lien Note or the New Third
         Lien Note of the Company or any Restricted Subsidiary made in exchange
         for, or out of the proceeds of the substantially concurrent sale of,
         Capital Stock of the Company (other than Disqualified Stock and other
         than Capital Stock issued or sold to a Subsidiary of the Company);
         provided, however, that

                           (A)      such purchase or redemption shall be
                  excluded from the calculation of the amount of Restricted
                  Payments; and

                           (B)      the Net Cash Proceeds from such sale shall
                  be excluded from the calculation of amounts under clause
                  (3)(B) of paragraph (a) above;

                  (ii)     any purchase or redemption of (A) Subordinated
         Obligations of the Company made in exchange for, or out of the proceeds
         of the substantially concurrent sale of, Subordinated Obligations of
         the Company which is permitted to be Incurred pursuant to Section
         4.3(b) and (c) or (B) Subordinated Obligations of a Restricted
         Subsidiary made in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Subordinated Obligations of such
         Restricted Subsidiary or the Company which is permitted to be Incurred
         pursuant to Section 4.3(b) and (c); provided, however, that such
         purchase or redemption shall be excluded from the calculation of the
         amount of Restricted Payments;

                  (iii)    any purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value of the New Third Lien Note or
         Fourth Lien Term Loan made in exchange for, or out of the proceeds of
         the substantially concurrent sale of Indebtedness constituting
         Refinancing Indebtedness which is permitted to be Incurred pursuant to
         Section 4.3(b)(5); provided, however, that such purchase, repurchase,
         redemption, defeasance or other acquisition or retirement for value
         shall be excluded from the calculation of the amount of Restricted
         Payments;

                  (iv)     dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this Section 4.4; provided, however, that at the
         time of payment of such dividend, no other Default shall have occurred
         and be continuing (or would result therefrom); provided, further,
         however, that such dividend shall be included in the calculation of the
         amount of Restricted Payments;

                  (v)      any purchase or redemption or other retirement for
         value of Capital Stock of the Company required pursuant to any
         shareholders agreement, management agreement or employee stock option
         agreement in accordance with the provisions of any such arrangement in
         an amount not to exceed $1.5 million in the aggregate; provided,
         however, that at the time of such purchase or redemption, no other
         Default shall have occurred and be continuing (or would result
         therefrom); provided, further, however, that such purchase or
         redemption shall be included in the amount of Restricted Payments;

                  (vi)     Guarantees by the Company or any Restricted
         Subsidiary of Indebtedness Incurred by the Company or a Restricted
         Subsidiary, provided, however, that at the time such Guarantee is
         Incurred it would be permitted under Section 4.3 hereof; provided,
         further, however, that such Guarantee shall be excluded from the amount
         of Restricted Payments;

                                       43

<PAGE>

                  (vii)    any purchase or redemption of the Company's 11 3/8%
         Senior Subordinated Notes due 2008; provided, however, that the
         aggregate purchase price of all such purchases and redemptions shall
         not exceed $10.0 million; or

                  (viii)   if no Default or Event of Default will have occurred
         and be continuing, Restricted Payments (in addition to those permitted
         by clauses (i) through (vii) above) in an aggregate amount not to
         exceed $5.0 million subsequent to the Issue Date.

                  SECTION 4.5       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 consensual restriction on the ability of any
Restricted Subsidiary: (a) to pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) to make any loans or advances to the
Company or (c) 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 which was entered
         into on or prior to the date on which such Restricted Subsidiary was
         acquired by the Company (other than 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 4.5 (or
         effecting a Refinancing of such Refinancing Indebtedness pursuant to
         this clause (iii)) or contained in any amendment to an agreement
         referred to in clause (i) or (ii) of this Section 4.5 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 more restrictive in any material respect
         than the 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 governing leasehold
         interests to the extent such provisions restrict the transfer of the
         lease or the property leased thereunder;

                  (v)      in the case of clause (c) 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)     any restriction with respect to (x) 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 or (y) an asset of a Restricted
         Subsidiary pursuant to an agreement entered into for the sale or
         disposition of such asset, in each case pending the closing of such
         sale or disposition;

                                       44

<PAGE>

                  (vii)    any restriction imposed by applicable law; and

                  (viii)   any encumbrance or restriction with respect to a
         Foreign Restricted Subsidiary which is contained in agreements
         evidencing Indebtedness permitted under Section 4.3 hereof and which
         encumbrance or restriction is customary in agreements of such type.

                  SECTION 4.6       Limitation on Sales of Assets and Subsidiary
Stock.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, 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 as to 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

                  (ii)     at least 75% of the consideration therefor received
         by the Company or such Restricted Subsidiary is in the form of cash or
         cash equivalents, provided, however, that this clause (ii) shall not
         apply if the Company or a Restricted Subsidiary is disposing of assets
         in exchange for Additional Assets.

For the purposes of this Section 4.6, the 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 is deemed to be cash.

         With respect to any Asset Disposition occurring on or after the Issue
Date from which the Company or any Restricted Subsidiary receives Net Available
Cash, the Company or such Restricted Subsidiary shall:

                  (i)      within 365 days after the date such Net Available
         Cash is received and to the extent the Company or such Restricted
         Subsidiary elects to

                           (A)      apply an amount equal to such Net Available
                  Cash to prepay, repay, purchase or legally defease Applicable
                  Indebtedness of the Company or such Restricted Subsidiary, in
                  each case owing to a Person other than the Company or any
                  Affiliate of the Company, or

                           (B)      invest an equal amount, or the amount not so
                  applied pursuant to clause (A), in Additional Assets
                  (including by means of an Investment in Additional Assets by a
                  Subsidiary Guarantor with Net Available Cash received by the
                  Company or another Subsidiary Guarantor); and

                  (ii)     apply such excess Net Available Cash (to the extent
         not applied pursuant to clause (i)) as provided in the following
         paragraphs of this Section 4.6; provided, however, that in connection
         with any prepayment, repayment or purchase of Applicable Indebtedness
         pursuant to clause (A) above (other than the repayment of Applicable
         Indebtedness Incurred under the Senior Credit Facility to fund the
         purchase of an asset which is sold by the Company within 180 days of
         its purchase pursuant to a Sale/Leaseback Transaction), the Company or
         such Restricted Subsidiary shall retire such Applicable Indebtedness
         and shall cause the related loan commitment (if any) to be permanently
         reduced in an amount equal to the principal amount so prepaid, repaid
         or purchased.

                                       45

<PAGE>

The amount of Net Available Cash required to be applied pursuant to clause (ii)
above and not theretofore so applied shall constitute "Excess Proceeds." Pending
application of Net Available Cash pursuant to this provision, such Net Available
Cash shall be invested in Temporary Cash Investments. Notwithstanding the
foregoing, the Company may use Excess Proceeds to acquire Notes through open
market or privately negotiated purchases, and Excess Proceeds at any time will
be reduced by the principal amount of Notes acquired (and surrendered to the
Trustee for cancellation) by the Company and its Restricted Subsidiaries through
open market or privately negotiated purchases on or after the date of the
applicable Asset Disposition.

                  If at any time the aggregate amount of Excess Proceeds not
theretofore subject to an Excess Proceeds Offer (as defined below) totals at
least $3 million, the Company shall, not later than 30 days after the end of the
period during which the Company is required to apply such Excess Proceeds
pursuant to clause (i) of the immediately preceding paragraph of this Section
4.6(a) (or, if the Company so elects, at any time within such period), make an
offer (an "Excess Proceeds Offer") to purchase from the Holders of Notes and
Applicable Pari Passu Indebtedness (determined on a pro rata basis according to
the accreted value or aggregate principal amount, as the case may be, of the
Notes and the Applicable Pari Passu Indebtedness) in an amount equal to the
Excess Proceeds (rounded down to the nearest multiple of $1,000) on such date,
at a purchase price equal to 100% of the principal amount of such Notes, plus,
in each case, accrued and unpaid interest and Additional Amounts, if any, to the
date of purchase (the "Excess Proceeds Payment"). Upon completion of an Excess
Proceeds Offer the amount of Excess Proceeds remaining after application
pursuant to such Excess Proceeds Offer, (including payment of the purchase price
for Notes duly tendered) may be used by the Company for any corporate purpose
(to the extent not otherwise prohibited by this Indenture).

                  Any repurchase of Notes pursuant to an Excess Proceeds Offer
shall include both U.S. Notes and U.K. Notes on a pro rata basis based upon the
aggregate principal amount of the Notes outstanding at the time of such
repurchase, unless a Change of Control of MSXI Limited has occurred.

                  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 thereunder in the event that such Excess Proceeds are received by
the Company under this Section 4.6 and the Company is required to repurchase
Notes as described above. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.6, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.6 by
virtue thereof.

                  SECTION 4.7       Limitation on Affiliate Transactions.

                  (a)      The Company shall not, and shall not permit any
         Restricted Subsidiary to, enter into or permit to exist any transaction
         or series of related transactions (including the purchase, sale, lease
         or exchange of any property, employee compensation arrangements 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 arm's-length dealings with a Person who is not such
         an Affiliate;

                  (2)      If such Affiliate Transaction (or series of related
         Affiliate Transactions) involves aggregate payments in an amount in
         excess of $1.0 million (i) are set forth in writing and (ii) comply
         with clause (1) of this Section 4.7(a);

                                       46

<PAGE>

                  (3)      if such Affiliate Transaction (or series of related
         Affiliate Transactions) involves aggregate payments in an amount in
         excess of $2.5 million in any one year, (i) are set forth in writing,
         (ii) comply with clause (2) of this Section 4.7(a) and (iii) have been
         approved by a majority of the disinterested members of the Board of
         Directors; and

                  (4)      if such Affiliate Transaction (or series of related
         Affiliate Transactions) involves aggregate payments in an amount in
         excess of $10.0 million in any one year, (i) comply with clause (3) of
         this Section 4.7(a) and (ii) have been determined by a nationally
         recognized investment banking firm to be fair, from a financial
         standpoint, to the Company and its Restricted Subsidiaries.

                  (b)      The provisions of the foregoing paragraph (a) shall
not prohibit:

                  (i)      any Restricted Payment permitted to be paid pursuant
         to Section 4.4;

                  (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 in
         the ordinary course of business and approved by the Board of Directors;

                  (iii)    the grant of stock options or similar rights to
         employees and directors of the Company in the ordinary course of
         business and pursuant to plans approved by the Board of Directors;

                  (iv)     loans or advances to employees of the Company or its
         Subsidiaries, provided, however, the aggregate amount of such loans or
         advances made after the Issue Date and outstanding at any one time
         shall not exceed $1.5 million;

                  (v)      fees, compensation or employee benefit arrangements
         paid to and indemnity provided for the benefit of directors, officers
         or employees of the Company or any Subsidiary in the ordinary course of
         business;

                  (vi)     any Affiliate Transaction between the Company and a
         Restricted Subsidiary or between Restricted Subsidiaries in the
         ordinary course of business (so long as the other stockholders of any
         participating Restricted Subsidiaries which are not Wholly Owned
         Subsidiaries are not themselves Affiliates of the Company); or

                  (vii)    Existing Affiliate Agreements, including amendments
         thereto or replacements thereof entered into after the Issue Date,
         provided, however, that the terms of any such amendment or replacement
         are at least as favorable to the Company as those that could be
         obtained at the time of such amendment or replacement in arm's-length
         dealings with a Person which is not an Affiliate.

If the Company or any Restricted Subsidiary has complied with all of the
provisions in paragraph (a) of this Section 4.7 other than clause (4)(ii)
thereof, such paragraph shall not prohibit the Company or any Restricted
Subsidiary from entering into Affiliate Transactions pursuant to which the
Company or any Restricted Subsidiary renders services in the ordinary course of
business to CVC or to Affiliates of CVC.

                  SECTION 4.8       Limitation on Issuance or Sale of Capital
Stock of Restricted Subsidiaries.

                  The Company shall not (i) sell, pledge, hypothecate or
otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary
(other than pledges of Capital Stock securing the Senior Credit Facility, the
New Third Lien Notes or the Fourth Lien Term Loan) or (ii) permit any Restricted

                                       47

<PAGE>

Subsidiary, directly or indirectly, to issue or sell or otherwise dispose of any
shares of its Capital Stock other than (A) to the Company or a Restricted
Subsidiary, (B) directors' qualifying shares and shares owned by foreign
shareholders, to the extent required by applicable local laws in foreign
countries, (C) pursuant to a Qualified TIPS Transaction, (D) the disposition of
shares of a Foreign Restricted Subsidiary that is the subject of a Permitted
Foreign Transaction or (E) if, immediately after giving effect to such issuance
or sale, such Restricted Subsidiary would no longer constitute a Subsidiary. The
proceeds of any sale of such Capital Stock permitted hereby (other than any
Capital Stock received by the Company and its Restricted Subsidiaries in
connection with a Permitted Foreign Transaction) will be treated as Net
Available Cash from an Asset Disposition and must be applied in accordance with
Section 4.6.

                  SECTION 4.9       Limitation on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (other
than Permitted Liens) of any nature whatsoever on any property of the Company or
any Restricted Subsidiary (including Capital Stock of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired.

                  SECTION 4.10      Designation of Restricted and Unrestricted
Subsidiaries.

                  The Board of Directors may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary if:

                  (a)      the Subsidiary to be so designated (the "Designee")
does not own any Capital Stock or Indebtedness of, or own or hold any Lien on
any property of, the Company or any other Subsidiary (other than a direct or
indirect Subsidiary of the Designee, provided, however, that any such direct or
indirect Subsidiary of the Designee shall otherwise comply with clauses (a)
through (f) of this Section 4.10);

                  (b)      the Subsidiary to be so designated is not obligated
under any Indebtedness, Lien or other obligation that, if in default, would
result (with the passage of time or notice or otherwise) in a default on any
Indebtedness of the Company or of any Subsidiary (other than the Designee or a
Subsidiary of the Designee that is an Unrestricted Subsidiary);

                  (c)      the Company certifies that such designation complies
with Section 4.4;

                  (d)      such Subsidiary, either alone or in the aggregate
with all other Unrestricted Subsidiaries, does not operate, directly or
indirectly all or substantially all of the business of the Company and its
Subsidiaries;

                  (e)      such Subsidiary does not directly or indirectly, own
any Indebtedness of or Capital Stock in, and has no Investments in, the Company
or any Restricted Subsidiary; and

                  (f)      such Subsidiary is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (i) to subscribe for additional Capital Stock or (ii) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results.

If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be Incurred as of such date. For purposes of
making any such designation, all outstanding Investments by the Company and its
Restricted

                                       48

<PAGE>

Subsidiaries (except to the extent repaid in cash) in the Subsidiary will be
deemed to be Restricted Payments at the time of such designation and will reduce
the amount available for Restricted Payments under clause (a)(3) of Section 4.4.
Such designation shall only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.

                  Any such designation or redesignation pursuant to this Section
4.10 by the Board of Directors will be evidenced to the Trustee by filing with
the Trustee a Board Resolution giving effect to such designation or
redesignation and an Officers' Certificate (a) certifying that such designation
or redesignation complies with the foregoing provisions and (b) giving the
effective date of such designation or redesignation, such filing with the
Trustee to occur within 45 days after the end of the fiscal quarter of the
Company in which such designation or redesignation is made (or, in the case of a
designation or redesignation made during the last fiscal quarter of the
Company's fiscal year, within 90 days after the end of such fiscal year). Unless
designated as an Unrestricted Subsidiary as provided in this Section 4.10, each
Subsidiary of the Company shall be a Restricted Subsidiary. Except as provided
in this Section 4.10, no Restricted Subsidiary shall be redesignated as an
Unrestricted Subsidiary.

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary, if immediately after giving pro forma
effect to such designation (a) the Company could Incur $1.00 of additional
Indebtedness under Section 4.3(a) and (b) no Default shall have occurred and be
continuing or would result therefrom.

                  SECTION 4.11      Change of Control.

                  (a)      Upon the occurrence of a Change of Control of the
Company, each Holder shall have the right to require that the Issuers repurchase
all or a portion of such Holder's Notes at a purchase price in cash equal to
101% of the principal amount thereof plus accrued and unpaid interest and
Additional Amounts, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with the provisions of this
Section 4.11. Any such repurchase of the Notes shall include both U.S. Notes and
U.K. Notes on a pro rata basis based upon the aggregate principal amount of the
Notes outstanding at the time of such repurchase, unless a Change of Control of
MSXI Limited has occurred.

                  (b)      Upon the occurrence of the Change of Control of MSXI
Limited, MSXI Limited may, at its option at any time, redeem the U.K Notes in
whole, and not in part, at the optional redemption prices specified in (i)
Section 3.1(a) for redemptions prior to August 1, 2005 and (ii) the first
paragraph of Section 3.1(b) for redemptions on or after August 1, 2005. If MSXI
Limited has not delivered a notice of redemption within 30 days following a
Change of Control of MSXI Limited, each Holder of a U.K. Note shall have the
right to require that MSXI Limited repurchase all or a portion of such Holder's
U.K. Notes at a purchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest and Additional Amounts, if any, to the
date of repurchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), in
accordance with the next paragraph; provided that at any time prior to the
consummation of the offer to purchase required by MSXI Limited in accordance
with the next paragraph, MSXI Limited may deliver an optional redemption notice
to redeem all of the U.K. Notes in lieu of completing such offer to purchase.

                  Within 30 days following any Change of Control of the Company,
the Company shall, and within 30 days following any Change of Control of MSXI
Limited, MSXI Limited shall, mail a notice to each Holder with a copy to the
Trustee stating: (1) that a Change of Control has occurred and that such Holder
has the right to require the Issuers or MSXI Limited, as applicable, to purchase
such Holder's Notes at a purchase price in cash equal to 101% of the principal
amount outstanding at the repurchase date plus accrued and unpaid interest and
Additional Amounts, if any, to the date of

                                       49

<PAGE>

repurchase (subject to the right of Holders of record on the relevant record
date to receive interest on the relevant interest payment date); (2) the
circumstances and relevant facts and relevant financial information regarding
such Change of Control; (3) the repurchase date (which shall be no earlier than
30 days nor later than 60 days from the date such notice is mailed); and (4) the
instructions determined by the Issuers, consistent with this Section 4.11, that
a Holder must follow in order to have its Notes repurchased.

                  Holders electing to have a Note purchased will be required to
surrender the Note, together with all necessary endorsements and other
appropriate materials duly completed, to the Company at the address specified in
the notice at least three Business Days prior to the purchase date. Holders will
be entitled to withdraw their election if the Trustee receives not later than
one Business Day prior to the purchase date, a facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note which was
delivered for purchase by the Holder as to which such notice of withdrawal is
being submitted and a statement that such Holder is withdrawing his election to
have such Note purchased.

                  On the purchase date, all Notes purchased by the Company under
this Section 4.11 shall be delivered to the Trustee for cancellation, and the
Company shall pay the purchase price plus accrued and unpaid interest, if any,
to the Holders entitled thereto.

                  The Issuers 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 Section
4.11. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of Section 4.11, the Issuers shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.11 by virtue thereof.

                  SECTION 4.12      Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company a certificate signed by the principal
executive, financial or accounting officer of the Company, stating that to the
best of such Officer's actual knowledge, no breach of covenant or other
obligations or any Default occurred during such year, if the signers know of any
breach of covenant or other obligation or any Default that occurred during such
period, and if the Company shall not be in compliance with all conditions and
covenants under this Indenture, specifying such noncompliance and the nature and
status thereof.

                  SECTION 4.13      Further Instruments and Acts.

                  Upon request of the Trustee, the Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

                  SECTION 4.14      Payment of Taxes and Other Claims.

                  The Company shall, and shall cause each of its Subsidiaries
to, pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all material taxes, assessments and governmental charges
levied or imposed upon its or its Subsidiaries' income, profits or property;
provided, however, that neither the Company nor any of its Subsidiaries shall be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount,

                                       50

<PAGE>

applicability or validity is being contested in good faith by appropriate
negotiations or proceedings and for which disputed amounts adequate reserves
have been made in accordance with GAAP.

                  SECTION 4.15      Additional Subsidiary Guarantees.

                  If the Company or any of its Restricted Subsidiaries transfers
or causes to be transferred, in one transaction or a series of related
transactions, any property to any Domestic Subsidiary that is not a Subsidiary
Guarantor but becomes a Domestic Restricted Subsidiary as a result of such
transaction, or if the Company or any of its Restricted Subsidiaries shall
organize, acquire or otherwise invest in another Domestic Subsidiary that is not
a Subsidiary Guarantor but becomes a Domestic Restricted Subsidiary as a result
of such transaction, then such transferee or acquired or other Subsidiary shall:

                  (1)      execute and deliver to the Trustee a supplemental
         indenture in form reasonably satisfactory to the Trustee pursuant to
         which such Domestic Restricted Subsidiary shall unconditionally
         guarantee on a senior secured basis all of the Company's obligations
         under the Notes and this Indenture on the terms set forth in this
         Indenture;

                  (2)      (a) execute and deliver to the Collateral Agent such
         amendments to the Collateral Agreements as the Collateral Agent
         reasonably determines to be necessary or advisable in order to grant to
         the Collateral Agent, for the benefit of the Holders, a perfected first
         priority security interest (subject to Liens securing the Senior Credit
         Facility) in the Capital Stock of such new Domestic Restricted
         Subsidiary and any debt securities of such new Domestic Restricted
         Subsidiary, subject to Permitted Liens, which are owned by the Company
         or such new Domestic Restricted Subsidiary and required to be pledged
         pursuant to the Security Agreement, and (b) subject to the terms of the
         Intercreditor Agreement, deliver to the Collateral Agent any
         certificates representing such Capital Stock and debt securities,
         together with (i) in the case of such Capital Stock, undated stock
         powers or instruments of transfer, as applicable, endorsed in blank,
         and (ii) in the case of such debt securities, endorsed in blank, in
         each case executed and delivered by an Officer of the Company or such
         Subsidiary, as the case may be;

                  (3)      cause such new Domestic Restricted Subsidiary to take
         such other actions necessary to grant to the Collateral Agent for the
         benefit of the Holders a perfected first priority security interest in
         the personal property of such new Domestic Restricted Subsidiary to the
         extent required pursuant to the terms of the Collateral Agreements and
         the Intercreditor Agreement, subject to the Permitted Liens, including
         the filing of Uniform Commercial Code financing statements in such
         jurisdictions as may be required by the Security Agreement or by law;

                  (4)      take such further action and execute and deliver such
         other documents specified in this Indenture to effectuate the
         foregoing; and

                  (5)      deliver to the Trustee an Opinion of Counsel that
         such supplemental indenture and any other documents required to be
         delivered have been duly authorized, executed and delivered by such
         Domestic Restricted Subsidiary and constitutes a legal, valid, binding
         and enforceable obligation of such Domestic Restricted Subsidiary and
         such other opinions regarding the perfection of such Liens in the
         Collateral of or consisting of the Capital Stock of such Domestic
         Restricted Subsidiary as provided for in this Indenture.

Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor
for all purposes of this Indenture.

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<PAGE>

                  SECTION 4.16      Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office or agency of the
Trustee, Registrar or co-Registrar) as required pursuant to Section 2.3, where
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee's office in New York City as
set forth in Section 12.2.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
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
Borough of Manhattan, the City of New York, for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby initially designates the Trustee's office
in New York City as set forth in Section 12.2 as an agency of the Company in
accordance with Section 2.3.

                  SECTION 4.17      Corporate Existence.

                  Subject to Article 5 and Section 4.6, the Company shall do or
cause to be done, at its own cost and expense, all things necessary to, and will
cause each of its Restricted Subsidiaries to, preserve and keep in full force
and effect the corporate or partnership existence and rights (charter and
statutory), licenses and/or franchises of the Company and each of its Restricted
Subsidiaries; provided, however, that the Company or any of its Restricted
Subsidiaries shall not be required to preserve any such rights, licenses or
franchises if the Board of Directors shall reasonably determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and the Subsidiaries, taken as a whole.

                  SECTION 4.18      Impairment of Security Interest.

                  Subject to the Intercreditor Agreement, neither the Company
nor any of its Subsidiary Guarantors will take or omit to take any action which
would adversely affect or impair the Liens in favor of the Collateral Agent, on
behalf of itself, the Trustee and the Holders of the Notes, with respect to the
Collateral. Neither the Company nor any of its Restricted Subsidiaries shall
grant to any Person, or permit any Person to retain (other than the Collateral
Agent or a sub-Collateral Agent), any interest whatsoever in the Collateral
other than Permitted Liens. Neither the Company nor any of its Restricted
Subsidiaries will enter into any agreement that requires the proceeds received
from any sale of Collateral to be applied to repay, redeem, defease or otherwise
acquire or retire any Indebtedness of any Person, other than as permitted by
this Indenture, the Notes, the Intercreditor Agreement and the Collateral
Agreements (including, without limitation, the Intercreditor Agreement). The
Company shall, and shall cause each Subsidiary Guarantor to, at their sole cost
and expense, execute and deliver all such agreements and instruments to more
fully or accurately describe the property intended to be Collateral or the
obligations intended to be secured by the Collateral Agreements. The Company
shall, and shall cause each Restricted Subsidiary to, at their sole cost and
expense, file any such notice filings or other agreements or instruments as may
be reasonably necessary or desirable under applicable law to perfect the Liens
created by the Collateral Agreements at such times and at such places as
necessary.

                                       52

<PAGE>

                  SECTION 4.19      Real Estate Mortgages and Filings.

                  With respect to any real property other than a leasehold
(individually and collectively, the "Premises") acquired by the Company or any
Domestic Restricted Subsidiary after the Issue Date with a Fair Market Value of
greater than $1.0 million on the date of acquisition:

                  (1)      the Company shall deliver to the Collateral Agent, as
         mortgagee, fully executed counterparts of Mortgages, each dated as of
         the date of acquisition of such property, duly executed by the Company
         or the applicable Subsidiary, together with evidence of the completion
         (or satisfactory arrangements for the completion), of all recordings
         and filings of such Mortgage as may be necessary to create a valid,
         perfected Lien, subject to Permitted Liens, against the properties
         purported to be covered thereby;

                  (2)      the Collateral Agent shall have received mortgagee's
         title insurance policies in favor of the Collateral Agent, as mortgagee
         for the ratable benefit of the Collateral Agent, the Trustee and the
         Holders in amounts and in form and substance and issued by insurers
         reasonably acceptable to the Collateral Agent, with respect to the
         property purported to be covered by such Mortgage, insuring that title
         to such property is marketable and that the interests created by the
         Mortgage constitute valid Liens thereon free and clear of all Liens,
         defects and encumbrances other than Permitted Liens, and such policies
         shall also include, to the extent available, a revolving credit
         endorsement and such other endorsements as necessary and shall be
         accompanied by evidence of the payment in full of all premiums thereon;
         and

                  (3)      the Company shall deliver to the Collateral Agent,
         with respect to each of the covered Premises, filings, surveys, local
         counsel opinions and fixture filings, along with such other documents,
         instruments, certificates and agreements as the Collateral Agent and
         its counsel shall reasonably request.

                  SECTION 4.20      Waiver of Stay, Extension or Usury Laws.

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

                  SECTION 4.21      Additional Interest Notice.

                  In the event that the Issuers are required to pay Additional
Interest to Holders pursuant to the Registration Rights Agreement, the Issuers
will provide written notice ("Additional Interest Notice") to the Trustee of its
obligation to pay Additional Interest no later than fifteen days prior to the
proposed payment date for the Additional Interest, and the Additional Interest
Notice shall set forth the amount of Additional Interest to be paid by the
Issuers on such payment date. The Trustee shall not at any time be under any
duty or responsibility to any Holder to determine the Additional Interest, or
with respect to the nature, extent, or calculation of the amount of Additional
Interest owed, or with respect to the method employed in such calculation of the
Additional Interest.

                                       53

<PAGE>

                  SECTION 4.22      Limitation on Capital Expenditures.

                  The aggregate amount of Capital Expenditures made by the
Company and its Restricted Subsidiaries in any fiscal year shall not exceed (x)
$15.0 million and (y) up to $5 million of amounts available for Capital
Expenditures not used by the Company and its Restricted Subsidiaries in the
immediately preceding fiscal year.

                  SECTION 4.23      Excess Cash Flow Offer.

                  Within 90 days after the end of each fiscal year (beginning
with the fiscal year ending January 2, 2005), the Issuers will make an offer to
all Holders to purchase the maximum principal amount of Notes that may be
purchased with 50% of Excess Cash Flow for such fiscal year (the "Excess Cash
Flow Offer Amount"), at a purchase price in cash equal to 101% of the principal
amount of the Notes to be purchased, plus accrued and unpaid interest and
Additional Interest, if any, to the date of such purchase; provided, however,
the Excess Cash Flow Offer Amount shall be reduced by the aggregate principal
amount of Notes purchased by the Issuers in the open market completed prior to
the date of such Excess Cash Flow offer. Each Excess Cash Flow offer shall
remain open for a period of 20 Business Days, unless a longer period is required
by law. If the aggregate amount of Notes tendered pursuant to any Excess Cash
Flow offer is less than the Excess Cash Flow Offer Amount, the Issuers may,
subject to the other provisions of this Indenture, use any such Excess Cash Flow
for general corporate purposes. Upon receiving notice of the Excess Cash Flow
offer, Holders may elect to tender their Notes, in whole or in part, in integral
multiples of $1,000 principal amount in exchange for cash. Any such repurchase
of the Notes shall include both U.S. Notes and U.K. Notes on a pro rata basis
based upon the aggregate principal amount of the Notes outstanding at the time
of such repurchase, unless a Change of Control of MSXI Limited has occurred.

                  Within 20 Business Days prior to the required purchase date,
the Issuers shall mail an offer to each Holder, with a copy to the Trustee,
which offer will govern the terms of the Excess Cash Flow offer and will state,
(1) the purchase price; (2) the purchase date, (3) that the Issuers are making
an Excess Cash Flow offer; (4) that Holders whose Notes are purchased only in
part will be issued new Notes in a principal amount equal to the unpurchased
portion of the Notes surrendered; provided that each Note purchased and each new
Note issued shall be in an original principal amount of $1,000 or integral
multiples thereof.

                  The Issuers 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 the Notes pursuant to this
Section 4.23. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section 4.23, the Issuers shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.23 by virtue
thereof.

                  Notwithstanding anything in this Section 4.23, the repurchase
of the Notes by the Issuers under this Section 4.23 shall not be required if it
would breach any covenant under the Credit Agreement and shall be limited to
amounts as provided under the Credit Agreement.

                  SECTION 4.24      Additional Amounts.

                  All payments by MSXI Limited and any Guarantor in respect of
the U.K. Notes shall be made without withholding or deduction for or on account
of any present or future taxes, duties, assessments or other governmental
charges of whatsoever nature, including penalties, interest and any other
liabilities related thereto ("Taxes"), imposed or levied by or on behalf of the
United Kingdom or any

                                       54

<PAGE>

relevant jurisdiction or any political subdivision or authority thereof or
therein having power to tax, unless MSXI Limited is compelled by law to deduct
or withhold such taxes, duties, assessments or other governmental charges. In
such event, MSXI Limited or such Guarantor shall pay such additional amounts
("Additional Amounts") as may be necessary to ensure that the net amounts
received by the Holders of the U.K. Notes after such withholding or deduction
shall equal the amounts of such payments that would have been receivable in
respect of the U.K. Notes in the absence of such withholding or deduction,
except that no such Additional Amounts shall be payable in respect of any U.K.
Note (i) presented for payment of principal more than 60 days after the later of
(x) the date on which such payment first became due and (y) if the full amount
payable has not been received in New York City by the Trustee on or prior to
such due date, the date on which, the full amount having been so received,
notice to that effect shall have been given to the Holders by the Trustee,
except to the extent that the Holders would have been entitled to such
Additional Amounts on presenting such U.K. Note for payment on the last day of
the applicable 60 day period, (ii) if any tax, assessment or other governmental
charge is imposed or withheld by reason of the failure to comply by the Holder
or, if different, the beneficial owner of the interest payable on the U.K. Note
with a timely request of MSXI Limited addressed to such Holder or beneficial
owner to complete and return an official document concerning the nationality,
residence, identity or connection with the United Kingdom or any relevant
jurisdiction of such Holder or beneficial owner which is required or imposed by
a statute, treaty, regulation or administrative practice of the United Kingdom
or any relevant jurisdiction as a precondition to exemption from all or part of
such tax, assessment or governmental charge and provided that the request to so
comply is made in writing and delivered to such Holder or beneficial owner, as
applicable, not later than 60 days prior to the date by which the delivery of
such official document is required, (iii) held by or on behalf of a Holder who
is liable for Taxes giving rise to such Additional Amounts in respect of such
U.K. Note by reason of having some connection with the United Kingdom or any
relevant jurisdiction (or any political subdivision or authority thereof) other
than the mere purchase, holding or disposition of any U.K. Note, or the receipt
of principal or interest in respect thereof, including, without limitation, such
Holder being or having been a citizen or resident thereof or being or having
been present or engaged in a trade or business therein or having had a permanent
establishment therein, (iv) where such withholding or deduction is imposed on a
payment to an individual who is resident for tax purposes in a jurisdiction
which is a member state of the European Union (whether such payment is made
through a paying agent or otherwise) and is required to be made pursuant to
European Union Directive 2003/48/EC of 3 June 2003 on the taxation of savings or
any law implementing or complying with, or introduced in order to conform to
such Directive. and any combination of (i), (ii), (iii), or (iv) nor shall
Additional Amounts be paid with respect to any payment of the principal of, or
any interest on, any U.K. Note to any Holder who is a fiduciary or partnership
or other than the sole beneficial owner of such payment to the extent that a
beneficiary or settlor or beneficial owner would not have been entitled to any
Additional Amounts had such beneficiary or settlor or beneficial owner been the
Holder. MSXI Limited or such Guarantor will also (a) make such withholding or
deduction compelled by applicable law and (b) remit the full amount deducted or
withheld to the relevant authority in accordance with applicable law. MSXI
Limited or such Guarantor will furnish copies of such receipts evidencing the
payment of any Taxes so deducted or withheld in such form as provided in the
normal course by the taxing authority imposing such Taxes and as is reasonably
available to MSXI Limited or such Guarantor to the Trustee within 60 days after
the date of receipt of such evidence. The Trustee will make such evidence
available to the Holders of U.K. Notes upon request.

                  All references herein and in this Indenture or the U.K. Notes
to the principal of or interest on a U.K. Note shall be deemed to include,
without duplication, any Additional Amounts payable in connection therewith.

                  MSXI Limited will pay any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise in any jurisdiction from the execution,

                                       55

<PAGE>

delivery or registration of the U.K. Notes or any other document or instrument
referred to in this Indenture or U.K. Notes.

                  SECTION 4.25      Limitation on Transfer of Accounts
Receivable.

                  MSXI Limited shall not be permitted to transfer its Charged
Assets to any Subsidiaries that are not Subsidiary Guarantors.

                                    ARTICLE 5

                                SUCCESSOR COMPANY

                  SECTION 5.1       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 related
transactions, all or substantially all its assets to, any Person, unless:

                  (i)      the resulting, surviving or transferee Person (the
         "Successor Company") shall be a corporation 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, (a) by an indenture supplemental hereto,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, all the obligations of the Company under the Notes and this
         Indenture and (b) by amendment, supplement or other instrument (in form
         and substance satisfactory to the Trustee and the Collateral Agent),
         executed and delivered to the Trustee, all obligations of the Company
         under the Collateral Agreements, and shall cause such amendments,
         supplements or other instruments to be filed and recorded in such
         jurisdictions and take such other actions as may be required by
         applicable law to preserve and protect the Lien on the Collateral owned
         by or transferred to the surviving entity, together with such financing
         statements as may be required to perfect any security interest in such
         Collateral which may be perfected by the filing of a financing
         statement under the Uniform Commercial Code of the relevant states;

                  (ii)     immediately after giving effect to such transaction
         on a pro forma basis (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)    except in the case of a merger the sole purpose of
         which is to change the Company's jurisdiction of incorporation,
         immediately after giving effect to such transaction on a pro forma
         basis, the Successor Company would be able to Incur an additional $1.00
         of Indebtedness pursuant to Section 4.3(a);

                  (iv)     immediately after giving effect to such transaction
         on a pro forma basis, the Successor Company shall have Consolidated Net
         Worth in an amount that is not less than the Consolidated Net Worth of
         the Company immediately prior to such transaction; and

                  (v)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplemental indenture (if
         any) comply with this Indenture.

                                       56

<PAGE>

Notwithstanding the foregoing clauses (ii), (iii) and (iv) of this Section 5.1,
any Restricted Subsidiary may consolidate with, merge into or transfer all or
part of its properties and assets to the Company or another Restricted
Subsidiary.

                  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 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.

                  The Company shall not permit any Subsidiary Guarantor to
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all its assets to,
any Person (other than the Company or a Wholly Owned Subsidiary), unless:

                  (i)      the resulting, surviving or transferee Person (if not
         such Subsidiary) shall be a corporation 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 such Subsidiary)
         shall expressly assume (a) by supplemental indenture (in form and
         substance satisfactory to the Trustee), executed and delivered to the
         Trustee, all of the obligations of the Subsidiary Guarantor under the
         Guarantee and (b) by amendment, supplement or other instrument (in form
         and substance satisfactory to the Trustee and the Collateral Agent)
         executed and delivered to the Trustee and the Collateral Agent, all
         obligations of the Subsidiary Guarantor under the Collateral
         Agreements, and in connection therewith shall cause such instruments to
         be filed and recorded in such jurisdictions and take such other actions
         as may be required by applicable law to perfect or continue the
         perfection of the Lien created thereunder on the Collateral owned by or
         transferred to the surviving entity;

                  (ii)     immediately after giving effect to such transaction
         on a pro forma basis (and treating any Indebtedness which becomes an
         obligation of the resulting, surviving or transferee Person as a result
         of such transaction as having been Incurred by such Person at the time
         of such transaction), no Default shall have occurred and be continuing;
         and

                  (iii)    the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such Guarantee agreement comply
         with this Indenture.

The provisions of clauses (i) and (iii) above shall not apply to any
transactions which constitute an Asset Disposition if the Company has complied
with the applicable provisions of Section 4.6.

                  The Company shall not permit MSXI Limited to consolidate with
or merge with or into, or convey, transfer or lease, in one transaction or a
series of transactions, all or substantially all its assets to, any Person
(other than the Company or a Wholly Owned Subsidiary), unless:

                  (i)      the resulting, surviving or transferee Person (if not
         such Subsidiary) shall be a company incorporated under the laws of
         England and Wales and the Successor Company (if not such Subsidiary)
         shall expressly assume (a) by supplemental indenture (in form and
         substance satisfactory to the Trustee), executed and delivered to the
         Trustee, all of the obligations of MSXI Limited under the U.K. Notes
         and this Indenture and (b) by amendment, supplement or other instrument
         (in form and substance satisfactory to the Trustee and the Collateral
         Agent) executed and delivered to the Trustee and the Collateral Agent,
         all obligations of MSXI Limited under the Collateral Agreements, and in
         connection therewith shall cause such instruments to be filed and
         recorded in such jurisdictions and take such other actions as may be
         required by applicable law to

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         perfect or continue the perfection of the Lien created thereunder on
         the Collateral owned by or transferred to the surviving entity;

                  (ii)     immediately after giving effect to such transaction
         on a pro forma basis (and treating any Indebtedness which becomes an
         obligation of the resulting, surviving or transferee Person as a result
         of such transaction as having been Incurred by such Person at the time
         of such transaction), no Default shall have occurred and be continuing;
         and

                  (iii)    the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such supplementary indenture (if
         any) comply with this Indenture.

The provisions of clauses (i) and (iii) above shall not apply to any
transactions which constitute an Asset Disposition if the Company has complied
with the applicable provisions of Section 4.6.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                  SECTION 6.1       Events of Default.

                  An "Event of Default" occurs if:

                  (i)      the Issuers default in the payment of interest on any
         Note when the same becomes due and payable, and such default continues
         for a period of 30 days;

                  (ii)     the Issuers default in the payment of the principal
         of any Note when the same becomes due and payable at its Stated
         Maturity, upon optional redemption, upon required repurchase, upon
         declaration or otherwise;

                  (iii)    the Issuers fail to comply for 60 days after notice
         with any of their obligations under Section 4.3, 4.4, 4.6 or 5.1
         hereof;

                  (iv)     the Issuers fail to comply with any of their other
         agreements contained in this Indenture or in the Collateral Agreements
         and such failure continues for 60 days after the notice specified
         below;

                  (v)      any Collateral Agreement at any time for any reason
         ceases to be in full force and effect (except as provided by the terms
         of the Collateral Agreements and Indenture), or shall cease to be
         effective in all material respects to give the Collateral Agent the
         Liens with the priority purported to be created thereby subject to no
         other Liens except as expressly permitted by the applicable Collateral
         Agreement;

                  (vi)     the Company or any of its Subsidiaries, directly or
         indirectly, contests in any manner the effectiveness, validity, binding
         nature, or enforceability of any Collateral Agreement;

                  (vii)    the Company or any Restricted Subsidiary of the
         Company fails to pay any Indebtedness within any applicable grace
         period after final maturity or acceleration of any such Indebtedness by
         the holders thereof because of a default and the total amount of such
         Indebtedness unpaid or accelerated exceeds $5.0 million;

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                  (viii)   the Company, MSXI Limited or any Significant
         Subsidiary of the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A)      commences a voluntary case;

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

                           (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; or

                           (E)      takes any comparable action under any
                  foreign laws relating to insolvency;

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

                           (A)      is for relief against the Company, MSXI
                  Limited or any Significant Subsidiary of the Company in an
                  involuntary case;

                           (B)      appoints a Custodian of the Company, MSXI
                  Limited or any Significant Subsidiary of the Company or for
                  any substantial part of the property of the Company or
                  Significant Subsidiary; or

                           (C)      orders the winding up or liquidation of the
                  Company, MSXI Limited or any Significant Subsidiary of the
                  Company;

                  (or any similar relief is granted under any foreign laws) and
         the order or decree remains unstayed and in effect for 60 days;

                  (x)      the rendering of any judgment or decree for the
         payment of money in excess of $5.0 million against the Company or any
         Restricted Subsidiary if such judgment or decree remains unpaid and
         outstanding for a period of 60 days following such judgment and is not
         discharged, waived or stayed within 60 days after such judgment or
         decree thereof; or

                  (xi)     a Note Guarantee ceases to be in full force and
         effect (other than in accordance with the terms of such Note Guarantee)
         or a Guarantor denies or disaffirms its obligations under its Note
         Guarantee and such default continues for 10 days.

         The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
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.

                  The term "Bankruptcy Law" means Title 11, United States Code,
as amended, or any similar Federal or state law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

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                  A Default under clause (iii) or (iv) of this Section 6.1 is
not an Event of Default until the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Notes notify the Issuers of the
Default and the Issuers do not cure such Default within the time specified after
receipt of such notice. Such notice must specify the Default, demand that it be
remedied and state that such notice is a "Notice of Default".

                  The Issuers shall deliver to the Trustee, within 15 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (vii) of this Section 6.1 and any event
which with the giving of notice or the lapse of time would become an Event of
Default under clause (iii), (iv) or (x) of this Section 6.1, its status and what
action the Issuers are taking or propose to take with respect thereto.

                  SECTION 6.2       Acceleration.

                  If an Event of Default occurs and is continuing, the Trustee
by notice to the Issuers, or the Holders of at least 25% in aggregate principal
amount of the outstanding Notes by notice to the Issuers and the Trustee, may
declare the principal 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 specified in Section
6.1(viii) or (ix) with respect to the Company occurs and is continuing, the
principal of and 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. The Holders of a majority in aggregate principal
amount of the outstanding Notes by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration. No such rescission shall affect any subsequent Default
or impair any right consequent thereto.

                  SECTION 6.3       Other Remedies.

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

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are, to the extent
permitted by law, cumulative.

                  SECTION 6.4       Waiver of Past Defaults.

                  The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may waive any past or existing
Default and its consequences except (i) a Default in the payment of the
principal of or interest on a Note or (ii) a Default in respect of a provision
that under Section 9.2 cannot be amended without the consent of each Holder
affected. When a Default is waived, it is deemed cured, and any Event of Default
arising therefrom shall be deemed to have been cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right.

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                  SECTION 6.5       Control by Majority.

                  The Holders of a majority in aggregate principal amount of the
Notes then outstanding may 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. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.1,
that the Trustee determines is unduly prejudicial to the rights of other Holders
or would involve the Trustee in personal liability (it being understood that the
Trustee does not have an affirmative duty to ascertain whether or not such
actions or forebearances are unduly prejudicial to such Holders); provided,
however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification from the Holders
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

                  SECTION 6.6       Limitation on Suits.

                  Subject to Section 6.7 hereof, a Holder may not pursue any
remedy with respect to this Indenture or the Notes unless:

                  (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default is continuing;

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

                  (3)      such Holder offer to the Trustee security or
         indemnity reasonably satisfactory to the Trustee against any loss,
         liability or expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of security or
         indemnity reasonably satisfactory to the Trustee; and

                  (5)      the Holders of a majority in aggregate principal
         amount of the Notes then outstanding do not give the Trustee a
         direction inconsistent with the request during such 60-day period.

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

                  SECTION 6.7       Rights of Holders To Receive Payment.

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

                  SECTION 6.8       Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.1(i) or (ii)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Issuers or any other obligor upon the
Notes for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.7.

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                  SECTION 6.9       Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Holders allowed in any judicial proceedings relative to the
Issuers, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the compensation and reasonable expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.7.

                  SECTION 6.10      Priorities.

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

                  FIRST: to the Trustee for amounts due under Section 7.7;

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

                  THIRD: to the Issuers.

                  The Trustee may, upon prior written notice to the Issuers, fix
a record date and payment date for any payment to Holders pursuant to this
Section 6.10. At least 15 days before such record date, the Company shall mail
to each Holder and the Trustee a notice that states the record date, the payment
date and amount to be paid.

                  SECTION 6.11      Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court may in its discretion require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10%
in aggregate principal amount of the outstanding Notes.

                                    ARTICLE 7

                                     TRUSTEE

                  SECTION 7.1       Duties of the Trustee.

                  The duties and responsibilities of the Trustee shall be as
         provided by the TIA and as set forth herein.

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

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

                  (1)      the Trustee need perform only those duties as are
         specifically set forth in this Indenture, and no covenants or
         obligations shall be implied in 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 any 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 (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

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

                  (1)      this paragraph does not limit the effect of paragraph
         (b) of this Section 7.1;

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

                  (3)      the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.2, 6.4 or 6.5 of this
         Indenture.

                  (d)      No provision of this Indenture or the Collateral
         Agreements 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.

                  (e)      Every provision of this Indenture that in any way
         relates to the Trustee is subject to paragraphs (a), (b), (c) and (d)
         of this Section 7.1 and Section 7.2 of this Indenture.

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

                  SECTION 7.2       Rights of Trustee.

                  Subject to Section 7.1:

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<PAGE>

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

                  (b)      Before the Trustee acts or refrains from acting, it
         may consult with counsel of its selection and may require an Officers'
         Certificate or an Opinion of Counsel, or both, which shall conform to
         Sections 12.4 and 12.5 of this Indenture. The Trustee may conclusively
         rely upon and shall not be liable for any action it takes or omits to
         take in good faith in reliance on such Officers' Certificate or Opinion
         of Counsel;

                  (c)      The Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent appointed with due care unless it shall be proved that the
         Trustee was negligent in ascertaining the pertinent facts;

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

                  (e)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, notice, request,
         direction, consent, order, bond, debenture, or other paper or document,
         but the Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled, upon reasonable notice to the Issuers, to examine
         the books, records, and premises of the Issuers, personally or by agent
         or attorney and to consult with the officers and representatives of the
         Issuers, including the Issuers' accountants and attorneys at the sole
         cost of the Issuers and shall incur no liability or additional
         liability of any kind by reason of such inquiry or investigation;

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

                  (g)      The Trustee shall not be required to give any bond or
         surety in respect of the performance of its powers and duties
         hereunder;

                  (h)      Any permissive right or power available to the
         Trustee under this Indenture shall not be construed to be a mandatory
         duty or obligation;

                  (i)      Except with respect to Section 4.1 hereof, the
         Trustee shall have no duty to inquire as to the performance of the
         Issuers' covenants in Article 4 hereof;

                  (j)      Delivery of reports, information and documents to the
         Trustee under Section 4.2 is for informational purposes only and the
         Trustee's receipt of the foregoing shall not constitute constructive
         notice of any information contained therein or determinable from
         information contained therein, including the Company's compliance with
         any of the covenants hereunder (as to which the Trustee is entitled to
         rely exclusively on Officers' Certificates);

                  (k)      Any request or direction of the Company or MSXI
         Limited mentioned herein shall be sufficiently evidenced by a written
         request of the Company or MSXI Limited in the form of an

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         Officers' Certificate and any resolution of the Board of Directors may
         be sufficiently evidenced by a Board Resolution;

                  (l)      The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (m)      In no event shall the Trustee be responsible or
         liable for special, indirect, or consequential loss or damage of any
         kind whatsoever (including, but not limited to, loss of profit)
         irrespective of whether the Trustee has been advised of the likelihood
         of such loss or damage and regardless of the form of action;

                  (n)      The Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;

                  (o)      The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other Person employed to act hereunder; and

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

                  SECTION 7.3       Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuers, any
Subsidiary of the Company, or their respective Affiliates, with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11 of this
Indenture, and the Trustee is subject to TIA Sections 310(b) and 311.

                  SECTION 7.4       Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Collateral Agreements, the Units or the Notes,
and it shall not be accountable for the Issuers' use of the proceeds from the
Units, and it shall not be responsible for any statement of the Issuers in this
Indenture, the Units or the Notes other than the Trustee's certificate of
authentication or any document used in connection with the offer or sale of the
Units.

                  SECTION 7.5       Notice of Defaults.

                  If a Default or an Event of Default occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to the Issuers and
each Holder in the manner and to the extent provided in TIA Section 313(c)
notice of the Default or Event of Default within 90 days after such Default or
Event of Default occurs, unless such Default or Event of Default has been cured.
Except in the case of a Default

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<PAGE>

or an Event of Default in payment of principal of, or interest on, any Note,
including an accelerated payment and the failure to make payment on the Change
of Control Payment Date pursuant to a Change of Control Offer, the Trustee may
withhold the notice of a Default or an Event of Default if and so long as its
Board of Directors, the executive committee or trust committee of directors
and/or Responsible Officers in good faith determines that withholding the notice
is in the interest of the Holders.

                  SECTION 7.6       Reports by Trustee to Holders.

                  Within 60 days after each August 1, beginning with August 1,
2004, the Trustee shall, to the extent that any of the events described in
Section 313(a) of the TIA occurred within the previous twelve months, but not
otherwise, mail to each Holder a brief report dated as of such date that
complies with Section 313(a) of the TIA. The Trustee also shall comply with
Sections 313(b) and (c) of the TIA.

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

                  The Issuers shall promptly notify the Trustee in writing if
the Units or Notes become listed or quoted on any stock exchange or market and
the Trustee shall comply with Section 313(d) of the TIA and any delisting
thereof.

                  SECTION 7.7       Compensation and Indemnity.

                  The Issuers and the Subsidiary Guarantors shall pay to the
Trustee from time to time such compensation for its services in its role as
Trustee and Collateral Agent as may be agreed upon in writing for all services
rendered by it hereunder. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuers and the
Subsidiary Guarantors shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made
by it in connection with the performance of its duties under this Indenture,
except any such expense as may arise from its negligence, bad faith or willful
misconduct in its role as Trustee and gross negligence or willful misconduct in
its role as Collateral Agent. Such expenses shall include but not be limited to
the reasonable fees and expenses of the Trustee's agents and counsel. The
obligations under this Section 7.7 are joint and several obligations of the
Issuers and the Subsidiary Guarantors.

                  The Issuers and the Subsidiary Guarantors shall indemnify each
of the Trustee (or any predecessor Trustee), and its agents, employees,
stockholders and directors and officers for, and hold them harmless against, any
loss, liability, damage, claim or expense (including reasonable fees and
expenses of counsel), including taxes (other than taxes based on the income of
the Trustee) incurred by them, except for such actions to the extent caused by
any negligence, bad faith or willful misconduct in its role as Trustee and gross
negligence or willful misconduct in its role as Collateral Agent, arising out of
or in connection with the administration of this trust including the reasonable
costs and expenses of enforcing this Indenture against the Issuers and the
Subsidiary Guarantors (including this Section 7.7) and defending themselves
against any claim (whether asserted by any Holder, the Issuers or any Subsidiary
Guarantor or any other Person) or liability in connection with the exercise or
performance of any of their rights, powers or duties hereunder. The Trustee
shall notify the Issuers and the Subsidiary Guarantors promptly of any claim
asserted against the Trustee for which it may seek indemnity. Failure by the
Trustee to so notify the Issuers shall not relieve the Issuers of their
obligations hereunder. At the Trustee's sole discretion, the Issuers shall
defend the claim and the Trustee shall cooperate and may participate in the
defense; provided that any settlement of a claim shall be approved in writing by
the Trustee. Alternatively, the Trustee may at its option have separate counsel
of its own choosing and the Issuers shall pay the reasonable fees and expenses
of such counsel; provided that the Issuers will not be

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required to pay such fees and expenses if it assumes the Trustee's defense and
there is no conflict of interest between the Issuers and the Trustee in
connection with such defense as reasonably determined by the Trustee. The
Issuers need not pay for any settlement made without its written consent, which
consent shall not be unreasonably withheld, delayed or conditioned. The Issuers
need not reimburse any expense (other than attorney fees and expenses for which
the Collateral Agent may have liability to the Administrative Agent under
Section 11 of the Intercreditor Agreement) or indemnify against any loss or
liability to the extent incurred by the Trustee in its role as Trustee through
its negligence, bad faith or willful misconduct and to the extent incurred by
the Trustee in its role as Collateral Agent through its gross negligence or
willful misconduct.

                  To secure the Company's and the Subsidiary Guarantors' payment
obligations in this Section 7.7, the Trustee shall have a lien prior to the
Notes on all assets or money held or collected by the Trustee, in its capacity
as Trustee, for any amount owing it or any predecessor Trustee except assets or
money held in trust to pay principal of or interest on particular Notes.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(viii) of this Indenture occurs, such
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The obligations of the Company and the Subsidiary Guarantors
under this Section 7.7 shall survive the satisfaction and discharge of this
Indenture.

                  SECTION 7.8       Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment, as provided in this Section 7.8.

                  The Trustee may resign by so notifying the Issuers in writing
at least 30 days prior to the date of the proposed resignation. The Holders of a
majority in principal amount of the outstanding Notes may remove the Trustee by
so notifying the Issuers and the Trustee and may appoint a successor Trustee.
The Issuers may remove the Trustee if:

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

                  (b)      the Trustee is adjudged bankrupt or insolvent;

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

                  (d)      the Trustee becomes incapable of acting.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.7, the resignation
or removal

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of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
Issuers and the successor Trustee shall mail notice of the successor Trustee's
succession to each Holder.

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

                  If the Trustee is no longer eligible under or otherwise fails
to comply with Section 7.10, any Holder who satisfies the requirements of TIA
Section 310(b) may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  The Issuers shall give notice of any resignation and any
removal of the Trustee and each appointment of a successor Trustee to all
Holders. Each notice shall include the name of the successor Trustee and the
address of its corporate trust office.

                  Notwithstanding any resignation or replacement of the Trustee
pursuant to this Section 7.8, the Company's and the Subsidiary Guarantors'
obligations under Section 7.7 of this Indenture shall continue for the benefit
of the retiring Trustee.

                  SECTION 7.9       Successor Trustee by Merger, Etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
Person the resulting, surviving or transferee Person without any further act
shall, if such resulting, surviving or transferee Person is otherwise eligible
hereunder, be the successor Trustee; provided, however, that such Person shall
be otherwise qualified and eligible under this Article 7.

                  SECTION 7.10      Eligibility; Disqualification.

                  (a)      This Indenture shall always have a Trustee who
satisfies the requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee
(or, in the case of a corporation included in a bank holding company system, the
related bank holding company) shall have combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition. In addition, if the Trustee is a corporation included in a bank
holding company system, the Trustee, independently of such bank holding company,
shall meet the capital requirements of TIA Section 310(a)(2). The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities, or certificates of interest or participation in other
securities, of the Issuers are outstanding, if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met. The provisions of TIA
Section 310 shall apply to the Guarantors, as obligor of the Notes.

                  (b)      If the Trustee has or acquires a conflicting interest
within the meaning of the TIA, the Trustee will either eliminate such interest
or resign, to the extent and in the manner provided by, and subject to the
provisions of, the TIA and this Indenture.

                  SECTION 7.11      Preferential Collection of Claims Against
Issuers.

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

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Section 311(a) to the extent indicated therein. The provisions of TIA Section
311(a) shall apply to the Guarantors, as obligor on the Notes.

                  SECTION 7.12      Trustee as Collateral Agent.

                  References to the Trustee in Sections 7.1(f), 7.2, 7.3, 7.4,
7.7 and 7.8 shall include the Trustee in its role as Collateral Agent.

                  SECTION 7.13      Co-Trustees, co-Collateral Agent and
Separate Trustees, Collateral Agent.

                  At any time or times, for the purpose of meeting the legal
requirements of any jurisdiction in which any of the Collateral may at the time
be located, the Issuers and the Trustee shall have power to appoint, and, upon
the written request of the Trustee or of the Holders of at least 25% in
principal amount of the Notes outstanding, the Issuers shall for such purpose
join with the Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Trustee either to act as co-trustee, jointly with the Trustee,
of all or any part of the Collateral, to act as co-Collateral Agent, jointly
with the Collateral Agent, or to act as separate trustees or Collateral Agent of
any such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 7.13. If the Issuers does not
join in such appointment within 15 days after the receipt by it of a request so
to do, or in case an Event of Default has occurred and is continuing, the
Trustee alone shall have power to make such appointment.

                  Should any written instrument from the Issuers be required by
any co-trustee, co-Collateral Agent or separate trustee or separate Collateral
Agent so appointed for more fully confirming to such co-trustee or separate
trustee such property, title, right or power, any and all such instruments
shall, on request, be executed, acknowledged and delivered by the Issuers.

                  Every co-trustee, co-collateral agent or separate trustee or
separate collateral agent shall, to the extent permitted by law, but to such
extent only, be appointed subject to the following terms, namely:

                  (a)      The Units and Notes shall be authenticated and
         delivered, and all rights, powers, duties and obligations hereunder in
         respect of the custody of securities, cash and other personal property
         held by, or required to be deposited or pledged with, the Trustee
         hereunder, shall be exercised solely, by the Trustee.

                  (b)      The rights, powers, duties and obligations hereby
         conferred or imposed upon the Trustee in respect of any property
         covered by such appointment shall be conferred or imposed upon and
         exercised or performed by the Trustee or by the Trustee and such
         co-trustee or separate trustee jointly, or by the Collateral Agent and
         such co-Collateral Agent or separate Collateral Agent, jointly as shall
         be provided in the instrument appointing such co-trustee or separate
         trustee, except to the extent that under any law of any jurisdiction in
         which any particular act is to be performed, the Trustee shall be
         incompetent or unqualified to perform such act, in which event such
         rights, powers, duties and obligations (including the holding of title
         to the collateral or any portion thereof in any such jurisdiction)
         shall be exercised and performed singly by such co-trustee or separate
         trustee, but solely at the discretion of the Trustee or Collateral
         Agent, as applicable.

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                  (c)      The Trustee at any time, by an instrument in writing
         executed by it, with the concurrence of the Issuers evidenced by a
         Board Resolution, may accept the resignation of or remove any
         co-trustee or separate trustee appointed under this Section 7.13, and,
         in case an Event of Default has occurred and is continuing, the Trustee
         shall have power to accept the resignation of, or remove, any such
         co-trustee, co-collateral agent or separate trustee, separate
         collateral agent without the concurrence of the Issuers. Upon the
         written request of the Trustee, the Issuers shall join with the Trustee
         in the execution, delivery and performance of all instruments and
         agreements necessary or proper to effectuate such resignation or
         removal. A successor to any co-trustee, co-collateral agent or separate
         trustee, separate collateral agent so resigned or removed may be
         appointed in the manner provided in this Section 7.13.

                  (d)      No co-trustee, co-collateral agent, separate trustee
         or separate collateral agent hereunder shall be personally liable by
         reason of any act or omission of the Trustee, the Collateral Agent or
         any other such trustee or collateral agent hereunder.

                  Any act of Holders delivered to the Trustee or Collateral
Agent shall be deemed to have been delivered to each such co-trustee,
co-collateral agent, separate trustee and separate collateral agent.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article 7. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection or rights
(including the rights to compensation, reimbursement and indemnification
hereunder) to, the Trustee. Every such instrument shall be filed with the
Trustee.

                                    ARTICLE 8

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  SECTION 8.1       Discharge of Liability on Notes; Defeasance.

                  (a)      When (i) the Issuers deliver to the Trustee all
outstanding Notes (other than Notes replaced pursuant to Section 2.7) for
cancellation or (ii) all outstanding Notes have become due and payable, whether
at maturity or as a result of the mailing of a notice of redemption pursuant to
Article 3 hereof, and, in each case of this clause (ii), the Issuers irrevocably
deposit or cause to be deposited with the Trustee United States dollars or U.S.
Government Obligations sufficient to pay and discharge the entire Indebtedness
on the Notes not heretofore delivered to the Trustee for cancellation, for the
principal of, premium, if any, and interest to the date of deposit (other than
Notes replaced pursuant to Section 2.7), and if in either case the Issuers pay
all other sums payable hereunder by the Issuers, then this Indenture shall,
subject to Section 8.1(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Issuers accompanied by an Officers' Certificate from the Issuers that all
conditions precedent provided for herein relating to satisfaction and discharge
of this Indenture have been complied with and at the cost and expense of the
Issuers.

                  (b)      Subject to Sections 8.1(c) and 8.2, the Issuers at
any time may terminate (i) all of their obligations under the Notes and this
Indenture ("legal defeasance option") or (ii) their obligations under Article 4
and the operation of Sections 6.1(iii), 6.1(iv), 6.1(vii), 6.1(viii) and 6.1(ix)
(but only with respect to a Significant Subsidiary), 6.1(x) and 5.1(iii) and
5.1(iv) ("covenant defeasance option"). The

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Issuers may exercise their legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

                  If the Issuers exercise their legal defeasance option, payment
of the Notes may not be accelerated because of an Event of Default with respect
thereto. If the Issuers exercises their covenant defeasance option, payment of
the Notes may not be accelerated due to a failure to comply with Article 5 or
the operation of Sections 6.1(iii), 6.1(iv), 6.1(vii), 6.1(viii) and 6.1(ix)
(but only with respect to a Significant Subsidiary), or 6.1(x) or because of the
failure of the Issuers to comply with 5.1(iii) and 5.1(iv). If the Issuers
exercise their legal defeasance option or its covenant defeasance option, each
Guarantor will be released from all of its obligations under Article 11.

                  Upon satisfaction of the conditions set forth herein and upon
request of the Issuers, the Trustee shall acknowledge in writing the discharge
of those obligations that the Issuers terminate.

                  (c)      Notwithstanding clauses (a) and (b) above, the
Issuers' obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.2, 7.7, 7.8, 8.3,
8.4, 8.5 and 8.6 shall survive until the Notes have been paid in full.
Thereafter, the Issuers' obligations in Sections 7.7, 8.4 and 8.5 shall survive.

                  SECTION 8.2       Conditions to Defeasance.

                  The Issuers may exercise their legal defeasance option or
their covenant defeasance option only if:

                  (1)      the Issuers irrevocably deposit or cause to be
         deposited in trust (the "defeasance trust") with the Trustee money or
         U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide cash at such times and in such amounts as will be
         sufficient to pay principal and interest when due on all outstanding
         Notes (except Notes replaced pursuant to Section 2.7) to maturity or
         redemption, as the case may be;

                  (2)      the Issuers deliver to the Trustee a certificate from
         a nationally recognized firm of independent accountants expressing
         their opinion that the payments of principal and interest when due and
         without reinvestment on the deposited U.S. Government Obligations plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and interest
         when due on all outstanding Notes (except Notes replaced pursuant to
         Section 2.7) to maturity or redemption, as the case may be;

                  (3)      91 days pass after the deposit is made and during the
         91-day period no Default specified in Section 6.1(viii) or (ix) with
         respect to the Issuers occurs which is continuing at the end of the
         period;

                  (4)      the deposit does not result in a breach of, or
         otherwise constitute a default under any other agreement or investment
         with respect to any Senior Indebtedness and no default exists under any
         Indebtedness;

                  (5)      the Issuers shall have delivered to the Trustee
         Opinions of Counsel stating that the Holders will not recognize income,
         gain or loss for Federal income tax purposes as a result of such
         deposit and defeasance and will be subject to Federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such deposit and defeasance had not occurred (and, in
         the case of legal defeasance only, such Opinion of Counsel

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         must be based on a ruling of the Internal Revenue Service or other
         change in applicable Federal income tax law);

                  (6)      in the case of the covenant defeasance option, the
         Issuers shall have delivered to the Trustee Opinions of Counsel to the
         effect that the Holders will not recognize income, gain or loss for
         Federal income tax purposes as a result of such covenant defeasance and
         will be subject to Federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         deposit and covenant defeasance had not occurred; and

                  (7)      the Issuers deliver to the Trustee Officers'
         Certificates and Opinions of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Notes as contemplated
         by this Article 8 have been complied with.

                  Opinions of Counsel required to be delivered under this
Section 8.2 may have qualifications customary for opinions of the type required
and counsel delivering such Opinions of Counsel may rely on certificates of the
Issuers or government or other officials customary for opinions of the type
required, including certificates certifying as to matters of fact.

                  Before or after a deposit, the Issuers may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.

                  SECTION 8.3       Application of Trust Money.

                  The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article 8. It shall apply the
deposited money and the money from U.S. Government Obligations either directly
or through the Paying Agent (including the Issuers acting as their own Paying
Agent as the Trustee may determine) and in accordance with this Indenture to the
payment of principal of and interest on the Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
Company's written request any money or U.S. Government Obligations held by it as
provided in Section 8.2 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would be
required to be deposited to effect an equivalent legal defeasance option or
covenant defeasance option.

                  SECTION 8.4       Repayment to Issuers.

                  The Trustee and the Paying Agent shall notify the Issuers of
any excess money or Notes held by them at any time and shall promptly turn over
to the Issuers upon request any excess money or securities held by them at any
time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Issuers upon written request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, and, thereafter, Holders entitled to the money must look to the
Issuers for payment as general creditors.

                  SECTION 8.5       Indemnity for Government Obligations.

                  The Issuers shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest

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received on such U.S. Government Obligations other than any such tax, fee or
other charge which by law is for the account of the Holders of the defeased
Notes; provided that the Trustee shall be entitled to charge any such tax, fee
or other charge to such Holder's account.

                  SECTION 8.6       Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with this Article 8 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuers' obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article 8 until such time as the Trustee or Paying Agent is permitted to apply
all such money or U.S. Government Obligations in accordance with this Article 8;
provided, however, that, (a) if the Issuers have made any payment of interest on
or principal of any Notes following the reinstatement of their obligations, the
Issuers shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent and (b) unless otherwise required by any legal
proceeding or any order or judgment of any court or governmental authority, the
Trustee or Paying Agent shall return all such money and U.S. Government
Obligations to the Issuers promptly after receiving a written request therefor
at any time, if such reinstatement of the Issuers' obligations has occurred and
continues to be in effect.

                                    ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.1       Without Consent of Holders.

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

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

                  (2)      to provide for the assumption of the Issuers'
         obligations to Holders in the case of a merger, consolidation or
         similar transaction and otherwise to comply with Article Five;

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

                  (4)      to add Guarantees with respect to the Notes;

                  (5)      to release Guarantors when permitted by this
         Indenture;

                  (6)      to secure the Notes;

                  (7)      to add to the covenants of the Issuers for the
         benefit of the Holders or to surrender any right or power herein
         conferred upon the Issuers;

                  (8)      to make any change that does not adversely affect the
         rights of any Holder; or

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                  (9)      to comply with any requirements of the SEC in
         connection with qualifying this Indenture under the TIA.

                  After an amendment under this Section 9.1 becomes effective,
the Issuers shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.1. No
amendment may be made to this Section 9.1 that adversely affects the rights of
any Holders.

                  SECTION 9.2       With Consent of Holders.

                  The Issuers and the Trustee may amend this Indenture or the
Notes without notice to any Holder but with the written consent of the Holders
of at least a majority in principal amount of the Notes then outstanding.
However, without the consent of each Holder affected, an amendment may not:

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

                  (2)      reduce the rate of or change the time for payment of
         interest on any Note;

                  (3)      reduce the principal of or change the Stated Maturity
         of any Note or alter the provisions with respect to repurchases or
         redemptions of the Notes upon a change in control;

                  (4)      reduce the premium payable upon the redemption of any
         Note or change the time at which any Note may be redeemed in accordance
         with Article 3;

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

                  (6)      impair the right of any Holder to institute suit for
         the enforcement of any payment on or with respect to such Holder's
         Notes or any Note Guarantee;

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

                  (8)      after the Issuers' obligation to purchase Notes
         arises hereunder, amend, change or modify in any material respect the
         obligation of the Company to make and consummate a Change of Control
         offer or make and consummate an offer with respect to any Asset
         Disposition that has been consummated or, after such Change of Control
         has occurred or such Asset Disposition has been consummated, modify any
         of the provisions or definitions with respect thereto;

                  (9)      modify or change any provision of this Indenture or
         the related definitions affecting the ranking of the Notes or any Note
         Guarantee in a manner which adversely affects the Holders; or

                  (10)     except as permitted by this Indenture, release all or
         substantially all of the Collateral.

                  It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

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                  After an amendment under this Section 9.2 becomes effective,
the Issuers shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.2.

                  SECTION 9.3       Compliance with Trust Indenture Act.

                  Every amendment to this Indenture or the Notes shall comply
with the TIA as then in effect.

                  SECTION 9.4       Revocation and Effect of Consents and
Waivers.

                  A consent to an amendment or a waiver by a Holder of a Note
shall bind the Holder and every subsequent Holder of that Note or portion of the
Note that evidences the same debt as the consenting Holder's Note, even if
notation of the consent or waiver is not made on the Note. An amendment or
waiver becomes effective once the requisite number of consents are received by
the Issuers or the Trustee. After an amendment or waiver becomes effective, it
shall bind every Holder.

                  The Issuers may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder unless it makes a change described in any of clauses (1)
through (9) of Section 9.2, in which case, the amendment, supplement or waiver
shall bind only each Holder who has consented to it and every subsequent Holder
that evidences the same debt as the consenting Holder's Note; provided that any
such waiver shall not impair or affect the right of any holder to receive
payment of principal and interest on a Note, on or after the respective due
dates expressed in such Note, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

                  SECTION 9.5       Notation on or Exchange of Notes.

                  If an amendment changes the terms of a Note, the Trustee may
require the Holder of the Note to deliver it to the Trustee. The Trustee may,
and at the written direction of the Issuers shall, place an appropriate notation
on the Note regarding the changed terms and return it to the Holder.

                  Alternatively, if the Issuers or the Trustee so determine, the
Issuers in exchange for the Note shall issue and the Trustee shall authenticate
a new Note that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Note shall not affect the validity of such amendment.

                  SECTION 9.6       Trustee To Sign Amendments.

                  The Trustee shall sign any amendment authorized pursuant to
this Article 9 if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and shall receive, and (subject to
Section 7.1) shall be fully

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protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment complies with the provisions of this Article 9.

                                   ARTICLE 10

                                    SECURITY

                  SECTION 10.1      Grant of Security Interest.

                  To secure the due and punctual payment of the principal of,
premium, if any, and interest on the Notes when and as the same shall be due and
payable, whether on an Interest Payment Date, at maturity, by acceleration,
purchase, repurchase, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest (to the extent permitted by law), if
any, on the Notes and the performance of all other Obligations of the Company to
the Holders or the Trustee under this Indenture and the Notes, the Company
hereby covenants to cause the Collateral Agreements to be executed and delivered
concurrently with this Indenture. Subject to the Intercreditor Agreement, the
Collateral Agreements shall grant to the Collateral Agent Security Interests in
the Collateral and shall be deemed hereby incorporated by reference herein to
the same extent and as fully as if set forth in their entirety at this place,
and reference is made hereby to each Collateral Agreement for a more complete
description of the terms and provisions thereof.

                  Each Holder, by its acceptance of a Note, consents and agrees
to the terms of each Collateral Agreement and the Intercreditor Agreement, as
the same may be in effect or may be amended from time to time in accordance with
its terms, and authorizes and directs the Trustee and the Collateral Agent to
enter into the Collateral Agreements and to perform its obligations and exercise
its rights thereunder in accordance therewith. The Company shall, and shall
cause each of its Subsidiaries to, do or cause to be done all such actions and
things as may be necessary or proper, or as may be required by the provisions of
the Collateral Agreements, to assure and confirm to the Trustee and the
Collateral Agent the Security Interests in the Collateral contemplated hereby
and by the Collateral Agreements, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of
the Notes secured hereby, according to the intent and purpose herein and therein
expressed. The Company shall, and shall cause each of its Subsidiaries to take
any and all actions required to cause the Collateral Agreements to create and
maintain, as security for the Obligations contained in this Indenture and the
Notes, valid and enforceable, perfected (except as expressly provided herein,
therein or in the Intercreditor Agreement) Security Interests in and on all the
Collateral, in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons, and subject to no other Liens, in each case, except
as expressly provided herein, therein, or in the Intercreditor Agreement.

                  SECTION 10.2      Intercreditor Agreement.

                  This Indenture is subject to the terms, limitations and
conditions set forth in the Intercreditor Agreement. Each Holder of a Note, by
its acceptance thereof, is deemed to have authorized and instructed the Trustee
to enter into the Intercreditor Agreement on its behalf and acknowledges BNY
Midwest Trust Company will act as the Collateral Agent for the Holders under the
Intercreditor Agreement.

                  SECTION 10.3      Recording and Opinions.

                  (a)      The Company shall take or cause to be taken all
action required to perfect, maintain, preserve and protect the Security
Interests in the Collateral granted by the Collateral Agreements to the extent
set forth in such Collateral Agreement, subject to the Intercreditor Agreement.

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The Company shall from time to time promptly pay all financing and continuation
statement recording and/or filing fees, charges and taxes relating to this
Indenture, the Collateral Agreements, the Intercreditor Agreement and any
amendments hereto or thereto and any other instruments of further assurance
required pursuant hereto or thereto.

                  (b)      The Company shall furnish to the Trustee and the
Collateral Agent (if other than the Trustee), on the Closing Date, at such time
as required by TIA Section 314(b), and promptly after the execution and delivery
of any other instrument of further assurance or amendment granting, perfecting,
protecting, preserving or making effective a security interest pursuant to any
Collateral Agreement, an Opinion of Counsel either (i) stating that, in the
opinion of such counsel, this Indenture and the Collateral Agreements, financing
statements and fixture filings then executed and delivered, as applicable, and
all other instruments of further assurance or amendment then executed and
delivered have been properly recorded, registered and filed, and all
certificates evidencing Pledged Securities pledged to the Trustee and the
Holders under the Security Agreement have been, subject to the terms of the
Intercreditor Agreement and the Security Agreement delivered and duly endorsed
in blank, to the extent necessary to perfect the Security Interests created by
this Indenture and the Collateral Agreements and reciting the details of such
action or referring to prior Opinions of Counsel in which such details are
given, and stating that as to such Collateral Agreements and such other
instruments, such recording, registering, filing and delivery are the only
recordings, registerings, filings and deliveries necessary to perfect such
security interest and that no re-recordings, re-registerings, re-filings or
re-deliveries are necessary to maintain such perfection, and further stating
that all financing statements and continuation statements have been executed and
filed, and all such certificates have been delivered, that are necessary fully
to preserve and protect the rights of and perfect such security interests of the
Holders, the Trustee and the Collateral Agent hereunder and under the Collateral
Agreements or (ii) stating that, in the Opinion of such Counsel, no such action
is necessary to perfect any Security Interest created under this Indenture, the
Notes or any of the Collateral Agreements as intended by this Indenture, the
Notes and such Collateral Agreements.

                  (c)      Annually, within 30 days after August 1 and beginning
with the year 2004, the Company shall furnish to the Trustee and the Collateral
Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date,
either (i) stating that: (A) in the opinion of such counsel, action has been
taken with respect to the registering, recording, filing, re-recording,
re-registering and refiling of financing statements, continuation statements and
other documents, and delivery of all certificates, as are then necessary to
perfect or continue the perfection of the Security Interests created by the
Collateral Agreements, subject to the terms of the Intercreditor Agreement and
the Security Agreement and reciting the details of such action or referring to
prior Opinions of Counsel in which such details are given; and (B) based on
relevant laws as in effect on the date of such Opinion of Counsel, all financing
statements, continuation statements and other documents have been executed (if
necessary) and filed that are necessary as of such date and during the
succeeding 24 months fully to maintain, perfect or continue the perfection of
such Security Interests under the Collateral Agreements with respect to the
Collateral and to maintain, preserve, and protect the rights of the Holders and
the Trustee hereunder and under the Collateral Agreements or (ii) stating that,
in the opinion of such counsel, no such action is then necessary to perfect or
continue the perfection of such Security Interests.

                  SECTION 10.4      Release of Collateral.

                  (a)      Subject to the Intercreditor Agreement, neither the
Collateral Agent nor the Trustee, in its capacity as Collateral Agent under the
Collateral Agreements, shall at any time release Collateral from the Security
Interests created by this Indenture and the Collateral Agreements unless such
release is in accordance with the provisions of this Indenture, the
Intercreditor Agreement and the applicable Collateral Agreements.

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                  (b)      Subject to the Intercreditor Agreements, at any time
when a Default or an Event of Default shall have occurred and be continuing, no
release of Collateral pursuant to the provisions of this Indenture and the
Collateral Agreements shall be effective as against the Holders.

                  (c)      The release of any Collateral from the terms of the
Collateral Agreements shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to this Indenture and the Collateral Agreements
or pursuant to the Intercreditor Agreement. To the extent applicable, the
Company shall cause TIA Section 314(d) relating to the release of property from
the Security Interests created by this Indenture and the Collateral Agreements
to be complied with. Any certificate or opinion required by TIA 314(d) may be
made by an Officer of the Company, except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee in the exercise of reasonable care. A Person
is "independent" if such Person (a) is in fact independent, (b) does not have
any direct financial interest or any material indirect financial interest in the
Company or in any Affiliate of the Company and (c) is not an officer, employee,
promoter, underwriter, trustee, partner or director or person performing similar
functions to any of the foregoing for the Company. The Trustee shall be entitled
to receive and conclusively rely upon a certificate provided by any such Person
confirming that such Person is independent within the foregoing definition.

                  (d)      Notwithstanding anything contained in this Indenture
to the contrary, (i) the provisions of Section 10.4(c) of this Indenture will
not be applicable to any release or withdrawal of inventory, receivables and
cash from the Company's deposit accounts in the ordinary course of the Company's
business pursuant to the terms of the Collateral Agreements and (ii) the fair
value of inventory, receivables and cash from the Company's deposit accounts
released pursuant to this Section 10.4(d) need not be considered in determining
whether the aggregate fair value of inventory, receivables and cash from the
Company's deposit accounts released in any calendar year exceeds the 10%
threshold specified in Section 314(d)(1) of the TIA; provided, that the
Company's right to rely on this Section 10.4(d) will be conditioned upon the
Company delivering to the Trustee, within 30 calendar days following the end of
each six-month period beginning on August 1 and February 1 of any year, an
Officers' Certificate to the effect that all such releases and withdrawals of
inventory, receivables and cash from the Company's deposit accounts during such
six-month period in respect of which the provisions of Section 10.4(c) were not
complied with were to make payments or investment in the ordinary course of the
company's business, which were not prohibited by this Indenture.

                  SECTION 10.5      Specified Releases of Collateral.

                  (a)      The Company shall be entitled to obtain a full
release of items of Collateral (the "Released Interests") from the Security
Interests created by this Indenture and the Collateral Agreements upon
compliance with the conditions precedent set forth in Sections 4.6, 8.1 or 8.2
of this Indenture, the applicable Collateral Agreements and to the extent
applicable, the Intercreditor Agreement. So long as no Default or Event of
Default exists, upon the request of the Company and the furnishing of each of
the items required by Section 10.5(b), the Collateral Agent upon the direction
of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith
take all necessary action (at the request of and the expense of the Company,
without recourse or warranty and without any representation of any kind),
including the delivery of appropriate UCC-3 termination statements (and
authorization to file such termination statements) or any other filing required
to be made, to release and reconvey to the Company all of the Released
Interests, and shall deliver such Released Interests in its possession to the
Company and the applicable Guarantors.

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                  (b)      So long as no Default or Event of Default exists, the
Company shall be entitled to obtain a release of, and the Collateral Agent and
the Trustee shall release, the Released Interests upon compliance with the
condition precedent that the Company shall have satisfied all applicable
conditions precedent to any such release set forth in this Indenture, the
applicable Collateral Agreements and to the extent applicable, the Intercreditor
Agreement and shall have delivered to the Trustee and the Collateral Agent the
following, as applicable:

                  (i)      in connection with release of Collateral resulting
         from an Asset Sale under Section 4.6, written notice from the Company
         requesting the release of Released Interests: (A) describing the
         proposed Released Interests; (B) specifying the value of such Released
         Interests on a date within 60 days of such notice (the "Valuation
         Date"); (C) stating that the purchase price received is at least equal
         to the Fair Market Value of the Released Interests; (D) stating that
         the release of such Released Interests will not be expected to
         interfere with the Collateral Agent's ability to realize the value of
         the remaining Collateral and will not impair the maintenance and
         operation of the remaining Collateral; and (E) certifying that such
         Asset Sale complies with the terms and conditions of this Indenture and
         the applicable Collateral Agreements with respect thereto;

                  (ii)     in connection with release of Collateral resulting
         from an Asset Sale under Section 4.6, an Officers' Certificate of the
         Company stating that (A) such Asset Sale covers only the Released
         Interests and complies with the terms and conditions of this Indenture
         with respect to Asset Sales; (B) all Net Cash Proceeds from the sale of
         any of the Released Interests will be applied pursuant to the
         provisions of this Indenture in respect of Asset Sales; (C) there is no
         Default or Event of Default in effect or continuing on the date
         thereof, the Valuation Date or the date of such Asset Sale; (D) the
         release of the Collateral will not result in a Default or Event of
         Default under this Indenture; and (E) all conditions precedent in this
         Indenture relating to the release in question have been or will be
         complied with;

                  (iii)    in connection with release of Collateral resulting
         from an Asset Sale under Section 4.6, the Net Cash Proceeds and other
         non-cash consideration from the Asset Sale to the extent required to be
         delivered to the Collateral Agent pursuant to this Indenture;

                  (iv)     an Officers' Certificate of the Company and an
         Opinion of Counsel certifying that all conditions precedent to the
         release of the Released Interests have been met and that such release
         complies with the terms and conditions of this Indenture, the
         applicable Collateral Agreements and to the extent applicable, the
         Intercreditor Agreement; and

                  (v)      all applicable certificates, opinions and other
         documentation required by the TIA or this Indenture, if any.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Trustee shall cause to be released and reconveyed, without
recourse and without representation or warranty of any kind, to the Company, the
Released Interests.

                  SECTION 10.6      Form and Sufficiency of Release.

                  In the event that the Company has sold, exchanged, or
otherwise disposed of or proposes to sell, exchange or otherwise dispose of any
portion of the Collateral that may be sold, exchanged or otherwise disposed of
by the Company, and the Company requests in writing that the Trustee or the
Collateral Agent furnish a written disclaimer, release or quit-claim of any
interest in such property under this Indenture and the Collateral Agreements,
the Collateral Agent and the Trustee, in its capacity as

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Collateral Agent under the Collateral Agreements, shall execute, acknowledge and
deliver to the Company (in proper form) such an instrument promptly after
satisfaction of the conditions set forth herein for delivery of any such
release. Notwithstanding the preceding sentence, all purchasers and grantees of
any property or rights purporting to be released herefrom shall be entitled to
rely upon any release executed by the Trustee hereunder as sufficient for the
purpose of this Indenture and as constituting a good and valid release of the
property therein described from the Lien of this Indenture or of the Collateral
Agreements.

                  SECTION 10.7      Purchaser Protected.

                  No purchaser or grantee of any property or rights purporting
to be released herefrom shall be bound to ascertain the authority of the Trustee
or the Collateral Agent to execute the release or to inquire as to the existence
of any conditions herein prescribed for the exercise of such authority; nor
shall any purchaser or grantee of any property or rights permitted by this
Indenture to be sold or otherwise disposed of by the Company be under any
obligation to ascertain or inquire into the authority of the Company to make
such sale or other disposition.

                  SECTION 10.8      Authorization of Actions To Be Taken by the
Trustee Under the Collateral Agreements.

                  Subject to the provisions of the applicable Collateral
Agreements and the Intercreditor Agreement, (a) the Trustee and the Collateral
Agent may, in their sole discretion and without the consent of the Holders, take
all actions they deem necessary or appropriate in order to (i) enforce any of
the terms of the Collateral Agreements and (ii) collect and receive any and all
amounts payable in respect of the Obligations of the Company hereunder, and (b)
the Trustee and the Collateral Agent shall have power to institute and to
maintain such suits and proceedings as they may deem expedient to prevent any
impairment of the Collateral by any act that may be unlawful or in violation of
the Collateral Agreements or this Indenture, and suits and proceedings as the
Trustee and the Collateral Agent may deem expedient to preserve or protect their
interests and the interests of the Holders in the Collateral (including the
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the security
interest thereunder or be prejudicial to the interests of the Holders, the
Trustee or the Collateral Agent). Notwithstanding the foregoing, the Trustee
may, at the expense of the Company, request the direction of the Holders with
respect to any such actions and upon receipt of the written consent of the
Holders of at least a majority in aggregate principal amount of the outstanding
Notes, shall take such actions; provided that all actions so taken shall, at all
times, be in conformity with the requirements of the Intercreditor Agreement.

                  SECTION 10.9      Authorization of Receipt of Funds by the
Trustee Under the Collateral Agreements.

                  The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Collateral Agreements, and to make further
distributions of such funds to the Holders in accordance with the provisions of
Section 6.10 and the other provisions of this Indenture.

                  SECTION 10.10     Limitation on Duty of Trustee and Collateral
Agent in Respect of Collateral; Indemnification.

                  (a)      Beyond the exercise of reasonable care in the custody
thereof, the Trustee and the Collateral Agent shall have no duty as to any
Collateral in their possession or

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control or in the possession or control of any agent or bailee or any income
thereon or as to preservation of rights against prior parties or any other
rights pertaining thereto and the Trustee and the Collateral Agent shall not be
responsible for filing any financing or continuation statements or recording any
documents or instruments in any public office at any time or times or otherwise
perfecting or maintaining the perfection of any security interest in the
Collateral. The Trustee and the Collateral Agent shall be deemed to have
exercised reasonable care in the custody of the Collateral in its possession if
the Collateral is accorded treatment substantially equal to that which it
accords its own property and shall not be liable or responsible for any loss or
diminution in the value of any of the Collateral, by reason of the act or
omission of any carrier, forwarding agency or other agent or bailee selected by
the Trustee and the Collateral Agent in good faith.

                  (b)      The Trustee and the Collateral Agent shall not be
responsible for the existence, genuineness or value of any of the Collateral or
for the validity, perfection, priority or enforceability of the Liens in any of
the Collateral, whether impaired by operation of law or by reason of any action
or omission to act on its part hereunder, except to the extent such action or
omission constitutes gross negligence or willful misconduct on the part of the
Trustee and the Collateral Agent, for the validity or sufficiency of the
Collateral or any agreement or assignment contained therein, for the validity of
the title of the Company to the Collateral, for insuring the Collateral or for
the payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise as to the maintenance of the Collateral. The Trustee and the
Collateral Agent shall have no duty to ascertain or inquire as to the
performance or observance of any of the terms of this Indenture, the Security
Agreement, the U.K. Deed or the Intercreditor Agreement.

                                   ARTICLE 11

                                   GUARANTEES

                  SECTION 11.1      Guarantees.

                  Each Subsidiary Guarantor hereby irrevocably and
unconditionally guarantees, jointly and severally, to each Holder and to the
Trustee and the Collateral Agent and their respective successors and assigns the
full and punctual payment of principal of, premium, if any, and interest on the
U.S. Notes when due, whether at Stated Maturity, by acceleration or otherwise,
and all other obligations of the Company under this Indenture and the U.S. Notes
and the Company and each Subsidiary Guarantor hereby irrevocably and
unconditionally guarantees, jointly and severally, to each Holder and to the
Trustee and the Collateral Agent and their respective successors and assigns the
full and punctual payment of principal of, premium, if any, and interest on the
U.K. Notes when due, whether at Stated Maturity, by acceleration or otherwise,
and all other obligations of MXSI Limited under this Indenture and the U.K.
Notes (all the foregoing being hereinafter collectively called the "Guaranteed
Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may
be extended or renewed, in whole or in part, without notice or further assent
from such Guarantor and that such Guarantor will remain bound under this Article
11 notwithstanding any extension or renewal of any Guaranteed Obligation.

                  Each Guarantor waives presentation to, demand of, payment from
and protest to the Company and MSXI Limited of any of the Guaranteed Obligations
and also waives notice of protest for nonpayment. Each Guarantor waives notice
of any default under the Notes or the Guaranteed Obligations. The obligations of
each Guarantor hereunder shall not be affected by (a) the failure of any Holder
or the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Notes or any
other agreement or otherwise; (b) any extension or renewal of any thereof; (c)
any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Notes or any other agreement; (d) the release
of any security held by any Holder or the Trustee for the Guaranteed Obligations
or any of them; (e) the failure

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of any Holder or the Trustee to exercise any right or remedy against any other
guarantor of the Guaranteed Obligations; or (f) any change in the ownership of
such Guarantor.

                  Each Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.

                  Except as expressly set forth in Sections 8.2, 11.2 and 11.6,
the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Notes or any other agreement, by any waiver or modification of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of the
Guaranteed Obligations, or by any other act or thing or omission or delay to do
any other act or thing which may or might in any manner or to any extent vary
the risk of such Guarantor or would otherwise operate as a discharge of such
Guarantor as a matter of law or equity.

                  Each Guarantor further agrees that its Note Guarantee herein
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of, premium, if any, or interest
on any Guaranteed Obligation is rescinded or must otherwise be restored by any
Holder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of, premium, if any, or interest on any Obligation when and as the same shall
become due, whether at maturity, by acceleration, by redemption or otherwise, or
to perform or comply with any other Guaranteed Obligation, each Guarantor hereby
promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued
and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary Guaranteed Obligations of the
Company to the Holders and the Trustee.

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in respect of any Guaranteed Obligations guaranteed hereby
until payment in full of all Guaranteed Obligations. Each Guarantor further
agrees that, as between it, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the Guaranteed Obligations hereby may be
accelerated as provided in Article 6 for the purposes of such Guarantor's Note
Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Obligations guaranteed hereby,
and (y) in the event of any declaration of acceleration of such Obligations as
provided in Article 6, such Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 11.1.

                  Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section 11.1.

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                  SECTION 11.2      Limitation on Liability.

                  Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the obligations guaranteed
hereunder by any Guarantor shall not exceed the maximum amount that can be
hereby guaranteed without rendering this Indenture, as it relates to such
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.
To effectuate the foregoing intention, the obligations of each Guarantor shall
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Note Guarantee or
pursuant to its contribution obligations hereunder, result in the obligations of
such Guarantor under its Note Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under Federal, state or foreign law. Each Guarantor that
makes a payment or distribution under a Note Guarantee shall be entitled to a
contribution from each other Guarantor in an amount based on the consolidated
net worth of each Guarantor.

                  SECTION 11.3      Successors and Assigns.

                  This Article 11 shall be binding upon each Guarantor and its
successors and assigns and shall enure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture.

                  SECTION 11.4      No Waiver.

                  Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this
Article 11 shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 11 at law, in
equity, by statute or otherwise.

                  SECTION 11.5      Modification.

                  No modification, amendment or waiver of any provision of this
Article 11, nor the consent to any departure by any Guarantor therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on any
Guarantor in any case shall entitle such Guarantor to any other or further
notice or demand in the same, similar or other circumstances.

                  SECTION 11.6      Release of Guarantor.

                  A Guarantor may, by execution and delivery to the Trustee of a
supplemental indenture satisfactory to the Trustee, be released from its
Guarantee upon the sale of all of its Capital Stock, or all or substantially all
of the assets of the applicable Guarantor, to any Person that is not a
Subsidiary of the Company, if such sale is made in compliance with this
Indenture.

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                  SECTION 11.7      Execution of Supplemental Indenture for
Future Subsidiary Guarantors.

                  Each Subsidiary which is required to become a Subsidiary
Guarantor pursuant to Section 4.15 shall, and the Issuers shall cause each such
Subsidiary to, promptly execute and deliver to the Trustee a supplemental
indenture in the form of Exhibit F hereto pursuant to which such Subsidiary
shall become a Subsidiary Guarantor under this Article 11 and shall guarantee
the Obligations. Concurrently with the execution and delivery of such
supplemental indenture, the Issuers shall deliver to the Trustee Opinions of
Counsel to the effect that such supplemental indenture has been duly authorized,
executed and delivered by such Subsidiary and that, subject to the application
of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and
other similar laws relating to creditors' rights generally and to the principles
of equity, whether considered in a proceeding at law or in equity, the
Subsidiary Guarantee of such Subsidiary Guarantor is a legal, valid and binding
obligation of such Subsidiary Guarantor, enforceable against such Subsidiary
Guarantor in accordance with its terms.

                  SECTION 11.8      Waiver of Stay, Extension or Usury laws.

                  Each Guarantor covenants to the extent permitted by law that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or other law that would prohibit or forgive such Guarantor from performing its
Guarantee as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of its Note
Guarantee; and each Guarantor hereby expressly waives to the extent permitted by
law all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law had been enacted.

                                   ARTICLE 12

                                  MISCELLANEOUS

                  SECTION 12.1      Trust Indenture Act Controls.

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

                  SECTION 12.2      Notices.

                  Any notice or communication shall be in writing and delivered
in person, by overnight courier or facsimile (if to the Issuers, with receipt
confirmed by an Officer) or mailed by first-class mail addressed as follows:

                  If to the Issuers or any Subsidiary Guarantor:

                  MSX International Inc.
                  22355 West Eleven Mile Road
                  Southfield, MI 48304-4375
                  Attention: Corporate Legal Department

                  If to the Trustee:
                  BNY Midwest Trust Company

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                  2 North LaSalle Street, Suite 1020
                  Chicago, Il 60602
                  Attention: Corporate Trust Department
                  Facsimile: 312-827-8542
                  Telephone: 312-827-8500

                  The Issuers or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) will be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

                  Any notice or communication mailed first class, postage
pre-paid to a Holder, including any notice delivered in connection with TIA
Section 310(b), 313(c), 314(a) and 315(b), shall be sent to the Holder at the
Holder's address as it appears on the registration books of the Registrar and
shall be sufficiently given if so sent within the time prescribed. To the extent
required by the TIA, any notice or communication shall also be mailed to any
Person described in TIA Section 313(c).

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

                  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.

                  SECTION 12.3      Communication by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Issuers, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c). With respect to the disclosure of any
information as to the names and addresses of the Holders, the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).

                  SECTION 12.4      Certificate and Opinion as to Conditions
Precedent.

                  Except with respect to the issuance of the Initial Units and
the Initial Notes on the Issue Date, upon any request or application by the
Issuers to the Trustee to take or refrain from taking any action under this
Indenture, the Issuers shall furnish to the Trustee to the extent required by
the TIA or this Indenture:

                  (1)      an Officers' Certificate (which in connection with
         the original issuance of the Notes need only be executed by one Officer
         for the Issuers) in form and substance reasonably satisfactory to the
         Trustee stating that all conditions precedent, if any, provided for in
         this Indenture relating to the proposed action have been complied with;
         and

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

                  SECTION 12.5      Statements Required in Certificate or
Opinion.

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

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

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

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

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

                  SECTION 12.6      When Notes Disregarded.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuers or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuers shall be
disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which a Responsible Officer the Trustee
actually knows are so owned shall be so disregarded. Also, subject to the
foregoing, only Notes outstanding at the time shall be considered in any such
determination.

                  SECTION 12.7      Rules by Trustee, Paying Agent and
Registrar.

                  The Trustee may make reasonable rules for action by or a
meeting of Holders. The Trustee shall provide the Issuers reasonable notice of
such rules. The Registrar and the Paying Agent may make reasonable rules for
their functions.

                  SECTION 12.8      Legal Holidays.

                  If a payment date is a Legal Holiday, payment shall be made on
the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.

                  SECTION 12.9      Governing Law; Appointment of Agent for
Service of Process.

                  THIS INDENTURE , THE UNITS AND THE NOTES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
MSXI LIMITED HAS IRREVOCABLY APPOINTED THE COMPANY AS

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<PAGE>

ITS AUTHORIZED AGENT UPON WHICH PROCESS MAY BE SERVED IN ANY SUCH SUIT OR
PROCEEDING, AND AGREES THAT SERVICE OF PROCESS UPON SUCH AGENT, AND WRITTEN
NOTICE OF SAID SERVICE TO MSXI LIMITED, BY THE PERSON SERVING THE SAME TO MSX
INTERNATIONAL, INC., 22355 WEST ELEVEN MILE ROAD SOUTHFIELD, MI 48304-4375,
SHALL BE DEEMED IN EVERY RESPECT TO EFFECT SERVICE OF PROCESS UPON MSXI LIMITED
IN ANY SUCH SUIT OR PROCEEDING.

                  SECTION 12.10     No Recourse Against Others.

                  No recourse for the payment of the principal of, premium, if
any, or interest on any of the Notes or for any claim based thereon or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Issuers in this Indenture, or in any of the Notes or because of
the creation of any Indebtedness represented hereby and thereby, shall be had
against any past, present or future incorporator, stockholder, officer,
director, employee or controlling person of the Issuers or any Successor Person
thereof. Each Holder, by accepting a Note, waives and releases all such
liability. The waiver and release shall be part of the consideration for the
issuance of the Notes.

                  SECTION 12.11     Successors.

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

                  SECTION 12.12     Multiple 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. One signed copy is enough to prove this Indenture.

                  SECTION 12.13     Table of Contents; Headings.

                  The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.

                  SECTION 12.14     Severability Clause.

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

                  SECTION 12.15     Waiver of Jury Trial.

                  EACH OF THE PARTIES HERETO AND THE HOLDERS (BY THEIR
ACCEPTANCE OF A NOTE) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR IN CONNECTION WITH THIS INDENTURE, THE NOTES, THE GUARANTEES, THE
COLLATERAL AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE.

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<PAGE>

                  SECTION 12.16     Conversion of Currency.

                  The Issuers and the Subsidiary Guarantors covenant and agree
that the following provisions shall apply to conversion of currency in the case
of the Units, Notes, and this Indenture:

(a)      If for the purpose of obtaining judgment in, or enforcing the judgment
         of, any court in any country, it becomes necessary to convert into any
         other currency (the "judgment currency") an amount due in U.S. dollars,
         then the conversion shall be caused by the Issuers and the Subsidiary
         Guarantors to be made at the rate of exchange prevailing on the
         Business Day before the day on which the judgment is given or the order
         of enforcement is made, as the case may be (unless a court shall
         otherwise determine).

(b)      The term "rate(s) of exchange" shall mean the rate at which the Issuers
         or their agent bank located in the City of New York, as the case may
         be, are able or would have been able on the relevant date to purchase
         U.S. dollars with the judgment currency other than U.S. dollars
         referred to in subsections (a) above and includes any costs of exchange
         payable to such bank in connection with such exchange.

(c)      This is an international financing transaction in which the
         specification of U.S. dollars and payment in New York, New York, is of
         the essence, and U.S. dollars shall be the currency of account in all
         events. The obligation of the Issuers and Subsidiary Guarantors in
         respect of any sum due from them to any Holder hereunder or under a
         Note held by such Holder shall, notwithstanding any judgment in a
         currency other than U.S. dollars, be discharged only to the extent that
         on the Business Day following receipt by such Holder of any sum
         adjudged to be so due in such other currency such Holder purchases U.S.
         dollars with such other currency; if the U.S. dollars so purchased are
         less than the sum originally due to such Holder in U.S. dollars, the
         Company and Subsidiary Guarantors with respect to the U.S. Notes, and
         MSXI Limited and the Guarantors with respect to the U.K. Notes, agree,
         as a separate obligation and notwithstanding any such judgment, to
         indemnify such Holder against such loss, and if the U.S. dollars so
         purchased exceed the sum originally due to any Holder in U.S. dollars,
         such Holder agrees to remit to the Issuers such excess.

                  SECTION 12.17     Consent to Jurisdiction.

                  Each of the parties hereto and (by their acceptance of the
Units and the Notes) the Holders irrevocably consents to the jurisdiction of any
court of the State of New York or any United States federal court sitting in the
Borough of Manhattan, New York City, New York, United States, and any appellate
court from any thereof and each of the parties hereto submits to the
jurisdiction of their respective corporate domiciles only in respect of any
actions or proceedings brought against them hereunder, and waives any immunity
from the jurisdiction of such courts over any suit, action or proceeding that
may be brought in connection with this Indenture, the Units or the Notes. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, any objection to any suit, action, or proceeding that may be brought in
connection with this Indenture, the Units or the Notes in such courts whether on
the grounds of venue, residence or domicile or on the ground that any such suit,
action or proceeding has been brought in an inconvenient forum. Additionally,
each of the parties hereby waives the right to trial by jury and to assert
counterclaim in any such proceedings. Each of the parties hereto hereby agrees
that final judgment in any such suit, action or proceeding brought in such court
shall be conclusive and binding upon such party and may be enforced in any court
of the jurisdiction to which the Issuers or such judgment Guarantor, as the case
may be, is subject by a suit upon such judgment; provided that service of
process is effected upon such party in the manner provided by this Indenture.

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<PAGE>

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

                            MSX INTERNATIONAL, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MSX INTERNATIONAL LIMITED

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Director

                            BNY MIDWEST TRUST COMPANY,
                             as Trustee

                            By: /s/ Roxane Ellwanger
                                ------------------------------------------------
                                Name:  Roxane Ellwanger
                                Title: Assistant Vice President

                            BNY MIDWEST TRUST COMPANY,
                              as Collateral Agent

                            By: /s/ Roxane Ellwanger
                                ------------------------------------------------
                                Name:  Roxane Ellwanger
                                Title: Assistant Vice President

                            MSX INTERNATIONAL (HOLDINGS), INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                                      G-1

<PAGE>

                            MSX INTERNATIONAL SERVICES (HOLDINGS), INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MSX INTERNATIONAL EUROPEAN (HOLDINGS), L.L.C.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MSX INTERNATIONAL DEALERNET SERVICES, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MSX INTERNATIONAL BUSINESS SERVICES, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            CREATIVE TECHNOLOGY SERVICES, L.L.C.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                                      G-2

<PAGE>

                            MSX INTERNATIONAL TECHNOLOGY SERVICES, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MSX INTERNATIONAL ENGINEERING SERVICES, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            INTRANATIONAL COMPUTER CONSULTANTS, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            PROGRAMMING MANAGEMENT & SYSTEMS, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            CHELSEA COMPUTER CONSULTANTS, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                                      G-3

<PAGE>

                            MILLENNIUM COMPUTER SYSTEMS, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MANAGEMENT RESOURCES INTERNATIONAL, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            PILOT COMPUTER SERVICES, INCORPORATED

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MSX INTERNATIONAL PLATFORM SERVICES, LLC

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                            MEGATECH ENGINEERING, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                                      G-4

<PAGE>

                            MSX INTERNATIONAL STRATEGIC TECHNOLOGY, INC.

                            By: /s/ Frederick K. Minturn
                                ------------------------------------------------
                                Name:  Frederick K. Minturn
                                Title: Vice President

                                      G-5