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                                                                     Exhibit 4.8
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                     PEGASUS SATELLITE COMMUNICATIONS, INC.



               13 1/2% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2007





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                                    INDENTURE

                          Dated as of __________, 2001


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                            FIRST UNION NATIONAL BANK

                                   as Trustee


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                  INDENTURE dated as of __________, 2001 between Pegasus
Satellite Communications, Inc., a Delaware corporation (the "Company"), and
First Union National Bank, a national banking association, as Trustee (the
"Trustee").

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 13
1/2% Senior Subordinated Discount Notes due 2007 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.     DEFINITIONS.

                  "1997 Indenture" means the indenture, dated as of October 21,
1997, between the Company and First Union National Bank, as trustee, governing
the terms of the 1997 Notes.

                  "1997 Notes" means the Company's 9 5/8% Senior Notes due 2005.

                  "1997 Notes Subsidiary Guarantees" means the guarantees of the
Company's payment obligations under the 1997 Indenture and the 1997 Notes, if
and when executed by the Subsidiaries of the Company pursuant to the provisions
of the 1997 Indenture.

                  "1998 Indenture" means the indenture, dated as of November 30,
1998, between the Company and First Union National Bank, as trustee, governing
the terms of the 1998 Notes.

                  "1998 Notes" means the Company's 9 3/4% Senior Notes due 2006.

                  "1998 Notes Subsidiary Guarantees" means the guarantees of the
Company's payment obligations under the 1998 Indenture and the 1998 Notes, if
and when executed by the Subsidiaries of the Company pursuant to the provisions
of the 1998 Indenture.

                  "1999 Indenture" means the indenture, dated as of November 19,
1999, between the Company and First Union National Bank, as trustee, governing
the terms of the 1999 Notes.

                  "1999 Subordinated Notes" means the Company's 12 1/2% Senior
Notes due 2007.

                  "1999 Notes Subsidiary Guarantees" means the guarantees of the
Company's payment obligations under the 1999 Indenture and the 1999 Notes, if
and when executed by the Subsidiaries of the Company pursuant to provisions of
the 1999 Indenture.

                  "2001 Indenture" means the indenture, dated as of _____ __,
2001, between the Company and First Union National Bank, as trustee, governing
the terms of the 2001 Senior Notes.

                  "2001 Senior Notes" means the Company's 12 3/8% Senior Notes
due 2006.

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                  "2001 Senior Notes Subsidiary Guarantees" means the guarantees
of the Company's payment obligations under the 2001 Indenture and the 2001
Senior Notes, if and when executed by the Subsidiaries of the Company pursuant
to the provisions of the 2001 Indenture.

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

                           (i) if the Specified Date is one of the following
         dates (each a "Semi-Annual Accreted Date"), the amount set forth
         opposite such date below:

                                                           Accreted
                           Semi-Annual Accreted Date         Value
                           -------------------------       --------
                           March 1, 2001                    675.76
                           September 1, 2001                721.37
                           March 1, 2002                    770.07
                           September 1, 2002                822.05
                           March 1, 2003                    877.53
                           September 1, 2003                936.77
                           March 1, 2004                   1000.00

                           (ii) if the Specified Date occurs between two
         Semi-Annual Accreted Dates, the sum of (A) the Accreted Value for the
         Semi-Annual Accreted Date immediately preceding the Specified Date and
         (B) an amount equal to the product of (i) the Accreted Value for the
         immediately following Semi-Annual Accreted Date less the Accreted Value
         for the immediately preceding Semi-Annual Accreted Date and (ii) a
         fraction, the numerator of which is the number of days from the
         immediately preceding Semi-Annual Accreted Date to the Specified Date,
         using a 360-day year of twelve 30-day months, and the denominator of
         which is 180.

                  "Acquired Debt" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person and (ii) Indebtedness secured by a Lien
encumbering any assets acquired by such specified Person.

                  "Adjusted Operating Cash Flow" means, for the four most recent
fiscal quarters for which internal financial statements are available, Operating
Cash Flow of such Person and its Restricted Subsidiaries less DBS Cash Flow for
the most recent four-quarter period plus DBS Cash Flow for the most recent
quarterly period, multiplied by four.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"


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"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided, however, that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.

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

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

                  "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets (including, without limitation, by way of a sale and
leaseback) other than in the ordinary course of business consistent with past
practices (provided that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole will be governed by the provisions described in Section 4.15 hereof
and/or the provisions described in Section 5.01 hereof and not by the provisions
of Section 4.10 hereof and (ii) the issue or sale by the Company or any of its
Restricted Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, in the case of either clause (i) or (ii), whether in a single
transaction or a series of related transactions (a) that have a fair market
value in excess of $1.0 million or (b) for net proceeds in excess of $1.0
million. Notwithstanding the foregoing, the following transactions will not be
deemed to be Asset Sales: (i) a transfer of assets by the Company to a Wholly
Owned Restricted Subsidiary of the Company or by a Wholly Owned Restricted
Subsidiary of the Company to the Company or to another Wholly Owned Restricted
Subsidiary of the Company, (ii) an issuance of Equity Interests by a Wholly
Owned Restricted Subsidiary of the Company to the Company or to another Wholly
Owned Restricted Subsidiary of the Company and (iii) a Restricted Payment that
is permitted by the provisions of Section 4.07 hereof.

                  "Asset Swap" means an exchange of assets by the Company or a
Restricted Subsidiary of the Company for (i) one or more Permitted Businesses,
(ii) a controlling equity interest in any Person whose assets consist primarily
of one or more Permitted Businesses and/or (iii) long-term assets that are used
in a Permitted Business in a like-kind exchange pursuant to Section 1031 of the
Code or any similar or successor provision of the Code.

                  "Bank Facilities" means, with respect to the Company or any of
its Restricted Subsidiaries, one or more debt facilities or commercial paper
facilities with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

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


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                  "Board" or "Board of Directors" means the Board of Directors
of the Company or any authorized committee of the Board of Directors.

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

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the full faith
and credit of the United States government or any agency or instrumentality
thereof having maturities of not more than six months from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thompson Bank Watch Rating of "B" or
better, (iv) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above, (v) commercial paper having the highest rating obtainable
from either Moody's Investors Service, Inc. or Standard & Poor's Corporation
and, in each case, maturing within six months after the date of acquisition and
(vi) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i) through (v) of this
definition.

                  "Cedel" means Cedel Bank, SA.

                  "Certificate of Designation" means (i) the Certificate of
Designation, Preferences and Relative, Participating, Optional and Other Special
Rights of Preferred Stock and Qualifications, Limitations and Restrictions
Thereof of 12 3/4% Series A Cumulative Exchangeable Preferred Stock of the
Company, or (ii) the Certificate of Designation, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of 12 3/4% Series B
Cumulative Exchangeable Preferred Stock of the Company.

                  "Change of Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole to any "person" (as such term is used
in Section 13(d)(3) of the Exchange Act) other than the Principal or his Related
Parties, (ii) the adoption of a plan relating to the liquidation or dissolution


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of the Company, (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that (A) any
"person" (as defined above) becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time, upon the happening of an event or
otherwise), directly or indirectly, of more of the Voting Stock of the Company
(measured by voting power rather than number of shares) than is at the time
beneficially owned (as defined above) by the Principal and his Related Parties
in the aggregate, (B) the Principal and his Related Parties collectively cease
to beneficially own (as defined above) Voting Stock of the Company having at
least 30% of the combined voting power of all classes of Voting Stock of the
Company then outstanding or (C) the Principal and his Affiliates acquire, in the
aggregate, beneficial ownership (as defined above) of more than 66 2/3% of the
shares of Class A Common Stock at the time outstanding or (iv) the first day on
which a majority of the members of the Board of Directors of the Company are not
Continuing Directors.

                  "Class A Common Stock" means the Company's Class A Common
Stock, par value $.01 per share.

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

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

                  "Company" means Pegasus Satellite Communications, Inc., a
Delaware corporation and any and all successors thereto.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (i) the Net Income (but not loss) of any
Person that is not a Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Restricted
Subsidiary thereof, (ii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded, (iii) the cumulative effect of a change in accounting principles
shall be excluded and (iv) the Net Income of any Unrestricted Subsidiary shall
be excluded, whether or not distributed to the Company or one of its
Subsidiaries.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Closing Date or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 11.02 hereof or such other address
as to which the Trustee may give notice to the Company.


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                  "Cumulative Operating Cash Flow" means, as of any date of
determination, Operating Cash Flow for the Company and its Restricted
Subsidiaries for the period (taken as one accounting period) from the beginning
of the first full month commencing after November 30, 1998 to the end of the
most recently ended fiscal quarter for which internal financial statements are
available at such date of determination, plus all cash dividends received by the
Company or a Wholly Owned Restricted Subsidiary of the Company from any
Unrestricted Subsidiary of the Company or Wholly Owned Restricted Subsidiary of
the Company to the extent that such dividends are not included in the
calculation of permitted Restricted Payments under paragraph (C) of Section 4.07
(a) by virtue of clause (iii) of such paragraph.

                  "Cumulative Total Interest Expense" means, with respect to the
Company and its Restricted Subsidiaries, as of any date of determination, Total
Interest Expense for the period (taken as one accounting period) from the
beginning of the first full fiscal month commencing after November 30, 1998 to
the end of the most recently ended fiscal quarter for which internal financial
statements are available at such date of determination.

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

                  "DBS Cash Flow" means income from operations (before
depreciation, amortization and Non-Cash Incentive Compensation to the extent
deducted in arriving at income from operations) for the Satellite Segment
determined on a basis consistent with the segment data contained in the
Company's consolidated audited financial statements.

                  "Default" means any event that is or with the passage of time
or the giving of notice or both would be an Event of Default.

                  "Default Amount" means, (i) prior to March 1, 2004, the
Accreted Value of the Notes as of the payment date, and (ii) after March 1,
2004, the principal amount at maturity thereof, plus, in the case of clause
(ii), accrued and unpaid interest thereon, if any, to the payment date.

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

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

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the Holder thereof, in whole or in part, on or prior


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to the date that is 91 days after the date on which the Notes mature unless, in
any such case, the issuer's obligation to pay, purchase or redeem such Capital
Stock is expressly conditioned on its ability to do so in compliance with the
provisions in Section 4.07 hereof, except that the Series A and Series B
Preferred Stock shall not be deemed to be Disqualified Stock under this
Indenture.

                  "Eligible Indebtedness" means any Indebtedness other than (i)
Indebtedness in the form of, or represented by, bonds or other securities or any
guarantee thereof and (ii) Indebtedness which is, or may be, quoted, listed or
ordinarily purchased and sold on any stock exchange, automated trading system or
over-the-counter or other securities market (including, without prejudice to the
generality of the foregoing, the market for securities eligible for resale
pursuant to Rule 144A under the Securities Act).

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

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

                  "Existing Credit Facilities" means the Golden Sky Credit
Facility and the PM&C Credit Facility.

                  "Existing Indebtedness" means all Indebtedness of the Company
and its Subsidiaries (other than Indebtedness under the Existing Credit
Facilities) in existence on the Closing Date, until such amounts are repaid.

                  "fair market value" means, with respect to assets or aggregate
net proceeds having a fair market value (a) of less than $5.0 million, the fair
market value of such assets or proceeds determined in good faith by the Board of
Directors of the Company (including a majority of the Independent Directors
thereof) and evidenced by a board resolution and (b) equal to or in excess of
$5.0 million, the fair market value of such assets or proceeds as determined by
an investment banking firm of national standing; provided that the fair market
value of the assets purchased in an arm's-length transaction by an Affiliate of
the Company (other than a Subsidiary) from a third party that is not also an
Affiliate of the Company or such purchaser and contributed to the Company within
five Business Days of the consummation of the acquisition of such assets by such
Affiliate shall be deemed to be the aggregate consideration paid by such
Affiliate (which may include the fair market value of any non-cash consideration
to the extent that the valuation requirements of this definition are complied
with as to any such non-cash consideration).

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other


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statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Closing Date.

                  "Global Note" means a Global Note in the form of Exhibit A
attached hereto that bears the Global Note Legend and that has the "Schedule of
Exchanges of Interests in the Global Note" attached thereto, and that is
deposited with or on behalf of and registered in the name of the Depositary and
issued in accordance with Section 2.01 hereof.

                  "Global Note Legend" means the legend which is required to be
placed on all Global Notes issued under this Indenture.

                  "Golden Sky Credit Facility" means the Amended and Restated
Credit Agreement, dated as of July 7, 1997, and amended and restated as of May
8, 1998, by and among Golden Sky Holdings, Inc., Golden Sky Systems, Inc.,
various lenders, Banque Paribas, as syndication agent, Fleet National Bank, as
administrative agent, and General Electric Capital Corporation, as documentation
agent, as amended through the Closing Date.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, co-borrowing
arrangements, letters of credit and reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

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

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing any Capital Lease Obligations or the balance
deferred and unpaid of the purchase price of any property or representing any
Hedging Obligations, except any such balance that constitutes an accrued expense
or trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the guarantee by such Person of any indebtedness of any
other 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


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rise to the obligation, of any contingent obligations at such date; provided
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the full 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. The amount of any Indebtedness
outstanding as of any date shall be (i) the accreted value thereof, in the case
of any Indebtedness issued with original issue discount and (ii) the principal
amount thereof, together with any interest thereon that is more than 30 days
past due, in the case of any other Indebtedness.

                  "Indebtedness to Adjusted Operating Cash Flow Ratio" means, as
of any date of determination, the ratio of (a) the aggregate principal amount of
all outstanding Indebtedness of a Person and its Restricted Subsidiaries as of
such date on a consolidated basis, plus the aggregate liquidation preference of
all outstanding preferred stock of the Restricted Subsidiaries of such Person as
of such date (excluding Qualified Subsidiary Stock and any such preferred stock
held by such Person or a Wholly Owned Restricted Subsidiary of such Person),
plus the aggregate liquidation preference or redemption amount of all
Disqualified Stock of such Person (excluding any Disqualified Stock held by such
Person or a Wholly Owned Restricted Subsidiary of such Person) as of such date
to (b) Adjusted Operating Cash Flow of such Person and its Restricted
Subsidiaries for the most recent four-quarter period for which internal
financial statements are available determined on a pro forma basis after giving
effect to all acquisitions and dispositions of assets (notwithstanding clause
(iii) of the definition of "Consolidated Net Income") (including, without
limitation, Asset Swaps) made by such Person and its Restricted Subsidiaries
since the beginning of such four-quarter period through such date as if such
acquisitions and dispositions had occurred at the beginning of such four-quarter
period.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

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

                  "Independent Director" means a member of the Board of
Directors who is neither an officer nor an employee of the Company or any of its
Affiliates.

                   "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that an acquisition of assets, Equity Interests or other securities by
the Company for consideration consisting of common equity securities, or
preferred stock which is not Disqualified Stock, of the Company shall not be
deemed to be an Investment.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment


                                      -9-
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date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or
(b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries, and (ii) any extraordinary or nonrecurring gain
(but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting, investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness in connection with such Asset Sale and any reserve
for adjustment in respect of the sale price of such asset or assets established
in accordance with GAAP.

                  "Non-Cash Incentive Compensation" means incentive compensation
paid to any officer of the Company or any of its Subsidiaries in the form of
Class A Common Stock of the Company or options to purchase Class A Common Stock
of the Company pursuant to the Pegasus Restricted Stock Plan and the Pegasus
1996 Stock Option Plan.

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise) or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.


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                  "Notes" has the meaning assigned to it in the preamble to this
Indenture.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.

                  "Operating Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period, (A) plus
(i) extraordinary net losses and net losses on sales of assets outside the
ordinary course of business during such period, to the extent such losses were
deducted in computing such Consolidated Net Income, plus (ii) provision for
taxes based on income or profits, to the extent such provision for taxes was
included in computing such Consolidated Net Income, and any provision for taxes
utilized in computing the net losses under clause (i) hereof, plus (iii)
consolidated interest expense of such Person and its Subsidiaries for such
period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income, plus (iv) depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash charges (excluding any such non-cash charge to the extent that it
represents an accrual of or reserve for cash charges in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such
Person and its Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash charges were deducted in computing
such Consolidated Net Income, plus (v) Non-Cash Incentive Compensation to the
extent such compensation expense was deducted in computing such Consolidated Net
Income and to the extent not included in clause (iv) of this definition and (B)
less all non-cash income for such period (excluding any such non-cash income to
the extent it represents an accrual of cash income in any future period or
amortization of cash income received in a prior period).


                                      -11-
<PAGE>

                  "Opinion of Counsel" means an opinion from legal counsel who
is not unsatisfactory to the Trustee, that meets the requirements of Section
11.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

                  "Pari Passu Debt" means senior Indebtedness of the Company or
any Subsidiary Guarantor permitted by Section 4.09 hereof, which is pari passu
in right of payment with the Notes or any Subsidiary Guarantee.

                  "Participant" means, with respect to the Depositary, Euroclear
or Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

                  "Pegasus 1996 Stock Option Plan" means the Pegasus
Communications 1996 Stock Option Plan, approved by the Company's stockholders
and adopted by the Company in September 1996, and as amended from time to time.

                  "Pegasus Restricted Stock Plan" means the Pegasus Restricted
Stock Plan, approved by the Company's stockholders and adopted by the Company in
September 1996, and as amended from time to time.

                  "Permitted Businesses" means (i) any media or communications
business, including but not limited to, any broadcast television station, cable
franchise or other business in the television broadcasting, cable or
direct-to-home satellite television industries and (ii) any business reasonably
related or ancillary to any of the foregoing businesses.

                  "Permitted Investments" means (a) any Investments in the
Company or in a Wholly Owned Restricted Subsidiary of the Company; (b) any
Investments in Cash Equivalents; (c) Investments by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the
Company or (ii) such Person is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Wholly Owned Restricted Subsidiary of the Company; (d)
Investments made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;
and (e) other Investments made since the date of this Indenture (measured as of
the time made and without giving effect to subsequent changes in value) that do
not exceed an amount equal to $15.0 million plus, to the extent any such
Investments are sold for cash or are otherwise liquidated or repaid for cash,
any gains less any losses realized on the disposition of such Investments.

                  "Permitted Liens" means (i) Liens securing term loans,
revolving borrowings, letters of credit or other Obligations under any Bank
Facility; (ii) Liens securing Eligible Indebtedness of a Subsidiary that was
permitted to be incurred under this Indenture, (iii) Liens on property of a
Person existing at the time such Person is merged into or consolidated with the
Company or any Restricted Subsidiary of the Company; provided that such Liens
were not created in contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or consolidated


                                      -12-
<PAGE>

with the Company or any Restricted Subsidiary of the Company; (iv) Liens on
property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary of the Company; provided that such Liens were not created
in contemplation of such acquisition; (v) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (vi)
Liens existing on the Closing Date; (vii) Liens to secure Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations permitted by clause (vii) of Section 4.09(b) hereof, covering only
the assets acquired with such Indebtedness; (viii) Liens for taxes, assessments
or governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded; provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor; (ix)
Liens incurred in the ordinary course of business of the Company or any
Restricted Subsidiary of the Company with respect to obligations that do not
exceed $1.5 million at any one time outstanding; (x) Liens on deposits or Cash
Equivalents made pursuant to legally binding agreements or non-binding letters
of intent to acquire assets (or the Capital Stock of Persons owning such
assets), in an amount not to exceed 10% of the purchase price of such assets or
Capital Stock; provided that the assets to be acquired (or the Capital Stock of
Persons owning such assets) will be owned by the Company or a Restricted
Subsidiary of the Company upon consummation of the contemplated acquisition;
(xi) Liens encumbering deposits or Cash Equivalents made to secure obligations
of the Company to repurchase Capital Stock of the Company pledged to secure
obligations of employees of the Company in an aggregate amount not to exceed
$5.0 million at any time outstanding and (xii) Liens on assets of or Equity
Interests in Unrestricted Subsidiaries that secure Non-Recourse Debt of
Unrestricted Subsidiaries.

                  "Permitted Refinancing Debt" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that (i) the principal amount of (or accreted value, if applicable)
such Permitted Refinancing Debt does not exceed the principal amount of (or
accreted value, if applicable), plus accrued interest on, the Indebtedness so
extended, refinanced, renewed, replaced, defeased or refunded (plus (a) the
amount of reasonable expenses incurred in connection therewith and (b) the
amount of any premium required to be paid in connection with such refinancing
pursuant to the terms of such refinancing or deemed by the Company or such
Restricted Subsidiary necessary to be paid in order to effectuate such
refinancing); (ii) such Permitted Refinancing Debt has a final maturity date not
earlier than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Debt has a final maturity date later than the final
maturity date of the Notes, and is subordinated in right of payment to the Notes
on terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (iv) such Indebtedness is incurred either by the
Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and (v) if
such Permitted Refinancing Debt is incurred by a Restricted Subsidiary that is
not a Subsidiary Guarantor, such Permitted Refinancing Debt constitutes Eligible
Indebtedness.


                                      -13-
<PAGE>

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

                  "PM&C" means Pegasus Media & Communications, Inc., a Delaware
corporation and a direct Subsidiary of the Company.

                  "PM&C Credit Facility" means the Amended and Restated Credit
Agreement, dated as of January 14, 2000, by and among PM&C, the several lenders
from time to time party thereto, Bankers Trust Company, as administrative agent
for such lenders, and certain other agents, as amended through the Closing Date.

                  "Principal" means Marshall W. Pagon.

                  "Qualified Subsidiary Stock" means Capital Stock of a
Subsidiary of the Company which by its terms (a) does not mature, or is not
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, and
is not redeemable at the option of the Holder thereof, in whole or in part,
prior to March 1, 2008 (in each case, whether automatically or upon the
happening of any event) (unless, in any such case, the issuer's obligation to
pay, purchase or redeem such Capital Stock is expressly conditioned on its
ability to do so in compliance with Section 4.07 hereof), (b) is automatically
exchangeable into shares of Capital Stock of the Company that is not
Disqualified Stock upon the earlier to occur of (i) the occurrence of an Event
of Default and (ii) March 1, 2006, (c) has no voting or remedial rights and (d)
does not permit the payment of cash dividends prior to March 1, 2007 (unless, in
the case of this clause (d), the issuer's ability to pay cash dividends is
expressly conditioned on its ability to do so in compliance with Section 4.07
hereof).

                  "Related Party" with respect to the Principal means (A) any
immediate family member of the Principal or (B) any trust, corporation,
partnership or other entity, more than 50% of the voting equity interests of
which are owned directly or indirectly by, and which is controlled by, the
Principal and/or such other Persons referred to in the immediately preceding
clause (A). For purposes of this definition, (i) "immediate family member" means
spouse, parent, step-parent, child, sibling or step-sibling and (ii) "control"
has the meaning specified in the definition of "Affiliate" contained herein. In
addition, the Principal's estate shall be deemed to be a Related Party until
such time as such estate is distributed in accordance with the Principal's will
or applicable state law.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the Corporate Trust Administration department of the
Trustee (or any successor group of the Trustee) or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular


                                      -14-
<PAGE>

corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "Restricted Investment" means any Investment other than a
Permitted Investment.

                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

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

                  "Satellite Segment" means the business involved in the
marketing of video and audio programming and data information services through
transmission media consisting of space-based satellite broadcasting services,
the assets related to the conduct of such business held by the Company and its
Restricted Subsidiaries on the Closing Date, plus all other assets acquired by
the Company or any of its Restricted Subsidiaries that are directly related to
such business (excluding, without limitation, the terrestrial television
broadcasting business and the assets related thereto and the cable television
business and the assets related thereto); provided that any assets acquired by
the Company or any of its Restricted Subsidiaries after the Closing Date that
are not directly related to such business shall not be included for purposes of
this definition.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Senior Bank Debt" means the Indebtedness (including letters
of credit) outstanding under any Bank Facility.

                  "Senior Debt" means (i) Senior Bank Debt and (ii) any other
Indebtedness permitted to be incurred by the Company under the terms of this
Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is on parity with or subordinated in right of payment
to the Notes. Notwithstanding anything to the contrary in the foregoing, Senior
Debt will not include (w) any liability for federal, state, local or other taxes
owed or owing by the Company, (x) any Indebtedness of the Company to any of its
Subsidiaries or other Affiliates, (y) any trade payables or (z) any Indebtedness
that is incurred in violation of this Indenture.

                  "Series A Preferred Stock" means the Company's 12 3/4% Series
A Cumulative Exchangeable Preferred Stock.

                  "Series B Preferred Stock" means the Company's 12 3/4% Series
B Cumulative Exchangeable Preferred Stock.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.


                                      -15-
<PAGE>

                  "Split Dollar Agreement" means the Split Dollar Agreement
between the Company and Nicholas A. Pagon, Holly T. Pagon and Michael B. Jordan,
as trustees of an insurance trust established by Marshall W. Pagon, as in effect
on the Closing Date.

                  "Stated Maturity" means, with respect to any interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

                  "Subordinated Exchange Note Indenture" means, collectively,
the Indentures filed as exhibits to the Certificates of Designation which would
govern the Subordinated Exchange Notes, if issued, as the same may be amended,
but without giving effect to any amendment that materially alters the economic
terms thereof.

                  "Subordinated Exchange Notes" means the Company's 12 3/4%
Senior Subordinated Exchange Notes due 2007 issuable pursuant to the
Subordinated Exchange Note Indenture in exchange for the Company's Series A or
Series B Preferred Stock.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries (of such Person or a
combination thereof) and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such a Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof.)

                  "Subsidiary Guarantee" means the Subsidiary Guarantee by each
Subsidiary Guarantor of the Company's payment obligations under this Indenture
and the Notes, executed pursuant to the provisions of this Indenture.

                  "Subsidiary Guarantor" means any Restricted Subsidiary that
shall have guaranteed, pursuant to a supplemental indenture and the requirements
therefor set forth in this Indenture, the payment of all principal of, and
interest and premium, if any, on, the Notes and all other amounts payable under
the Notes or this Indenture.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb as amended) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "Total Interest Expense" means, with respect to any Person for
any period, the sum of (i) the consolidated interest expense of such Person and
its Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant


                                      -16-
<PAGE>

to Hedging Obligations) and (ii) the consolidated interest expense of such
Person and its Restricted Subsidiaries that was capitalized during such period,
to the extent such amounts are not included in clause (i) of this definition,
and (iii) any interest expense for such period on Indebtedness of another Person
that is guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets (other than Equity Interests in Unrestricted
Subsidiaries securing Indebtedness of Unrestricted Subsidiaries) of such Person
or one of its Restricted Subsidiaries (whether or not such guarantee or Lien is
called upon) and (iv) all cash dividend payments during such period on any
series of preferred stock of a Restricted Subsidiary of such Person.

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

                  "Unrestricted Subsidiary" means any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution; but only to the extent that such Subsidiary (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company; (c) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (d) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries; and (e) has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Any such designation made by the Board of
Directors at a time when any Notes are outstanding shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions and was permitted by
Section 4.07 hereof. 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 by a
Restricted Subsidiary of the Company as of such date (and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.09 hereof
(treating such Subsidiary as a Restricted Subsidiary for such purpose for the
period relevant to such covenant), the Company shall be in default of such
covenant); provided, however, that in the event an Unrestricted Subsidiary
ceases to meet the requirement set forth in clause (e) of this definition, such
Unrestricted Subsidiary shall have 60 days to meet such requirement before such
Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary. The Board
of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall be permitted only if (i) such Indebtedness is permitted under
Section 4.09 hereof (treating such Subsidiary as a Restricted Subsidiary for
such purpose for the period relevant to such covenant) and (ii) no Default or
Event of Default would be in existence following such designation.



                                      -17-
<PAGE>

                  "Voting Stock" means with respect to any specified Person,
Capital Stock with voting power, under ordinary circumstances and without regard
to the occurrence of any contingency, to elect the directors or other managers
or trustees of such Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

                  "Wholly Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock (other
than Qualified Subsidiary Stock) or other ownership interests of which (other
than directors' qualifying shares) shall at the time be owned by such Person
and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

SECTION 1.02.     OTHER DEFINITIONS.

                                                                     Defined in
Term                                                                   Section

"Affiliate Transaction"................................................4.11
"Asset Sale Offer".....................................................4.10
"Basket Period"........................................................4.07
"Change of Control Offer"..............................................4.15
"Change of Control Payment"............................................4.15
"Change of Control Payment Date".......................................4.15
"Covenant Defeasance"..................................................8.03
"custodian"............................................................6.01
"Designated Senior Debt"...............................................10.02
"distribution".........................................................10.02
"DTC"..................................................................2.03
"Event of Default".....................................................6.01
"Excess Proceeds"......................................................4.10
"incur"................................................................4.09
"Legal Defeasance".....................................................8.02
"Notice of Default"....................................................6.01
"Offer Amount".........................................................3.09
"Offer Period".........................................................3.09
"outstanding"..........................................................8.02
"Paying Agent".........................................................2.03
"Payment Blockage Notice"..............................................10.04
"Payment Default"......................................................6.01
"Purchase Date"........................................................3.09
"Registrar"............................................................2.03
"Representative".......................................................10.02
"Restricted Payments"..................................................4.07


                                      -18-
<PAGE>

SECTION 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

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

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

                  "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04.     RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

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

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

                  (6) references to sections of or rules under the Securities
Act shall be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.


                                      -19-
<PAGE>

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01.     FORM AND DATING.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

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

         (c) Euroclear and Cedel Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and "Customer Handbook" of Cedel Bank shall be applicable to transfers of
beneficial interests in Global Notes that are held by Participants through
Euroclear or Cedel Bank.

SECTION 2.02.     EXECUTION AND AUTHENTICATION.

                  An Officer shall sign the Notes for the Company by manual or
facsimile signature.

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


                                      -20-
<PAGE>

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

                  The Trustee shall, upon a written order of the Company signed
by an Officer (an "Authentication Order"), authenticate Notes for original issue
up to the aggregate principal amount at maturity not to exceed $193,100,000. The
aggregate principal amount at maturity of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07 hereof.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.03.     REGISTRAR AND PAYING AGENT.

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

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

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.

SECTION 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

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


                                      -21-
<PAGE>

benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

SECTION 2.05.     HOLDER LISTS.

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

SECTION 2.06.     TRANSFER AND EXCHANGE.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, by the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes will be exchanged by the
Company for Definitive Notes if (i) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (iii) there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names and denominations as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or
2.10 hereof, shall be authenticated and delivered in the form of, and shall be,
a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a); however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b) or (c).

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. In connection with all transfers and
exchanges of beneficial interests, the transferor of such beneficial interest
must deliver to the Registrar either (A) (1) a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be credited
a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (1) a written order


                                      -22-
<PAGE>

from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the
Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred
to in (1) above. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and
the Notes, the Trustee shall adjust the principal amount at maturity of the
relevant Global Note(s) pursuant to Section 2.06(f) hereof.

         (c) Transfer or Exchange of Beneficial Interests in Global Notes for
Definitive Notes. If any holder of a beneficial interest in a Global Note
proposes to exchange such beneficial interest for a Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon satisfaction of the conditions set forth
in Section 2.06(b) hereof, the Trustee shall cause the aggregate principal
amount at maturity of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(f) hereof, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount at maturity.
Any Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests
in Global Notes. A Holder of a Definitive Note may exchange such Note for a
beneficial interest in a Global Note or transfer such Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a
Global Note at any time. Upon receipt of a request for such an exchange or
transfer, the Trustee shall cancel the applicable Definitive Note and increase
or cause to be increased the aggregate principal amount at maturity of one of
the Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
beneficial interest is at a time when a Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more Global
Notes in an aggregate principal amount at maturity equal to the principal amount
at maturity of Definitive Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes. A
Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of a Definitive Note by presenting or surrendering
to the Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing. Upon receipt of such
a request, the Registrar shall register the Definitive Notes pursuant to the
instructions from the Holder thereof.


                                      -23-
<PAGE>

         (f) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount at maturity of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

         (g) General Provisions Relating to Transfers and Exchanges.

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

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
         and 9.05 hereof).

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.


                                      -24-
<PAGE>

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

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

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

SECTION 2.07.     REPLACEMENT NOTES.

                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Company may charge for its expenses in replacing a
Note.

                  Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

SECTION 2.08.     OUTSTANDING NOTES.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in


                                      -25-
<PAGE>

this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

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

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

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

SECTION 2.09.     TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount at maturity of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company,
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

SECTION 2.10.     TEMPORARY NOTES.

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

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

SECTION 2.11.     CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.


                                      -26-
<PAGE>

SECTION 2.12.     DEFAULTED INTEREST.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01.     NOTICES TO TRUSTEE.

                  If the Company is required to make an offer to purchase Notes
pursuant to the provisions of Section 3.09 hereof, it shall furnish to the
Trustee an Officers' Certificate setting forth (i) the Section of this Indenture
pursuant to which the purchase shall occur, (ii) the purchase date, (iii) the
principal amount at maturity of Notes to be purchased, (iv) the purchase price
and (v) a statement to the effect that a Change of Control has occurred and the
conditions set forth in Section 3.09 hereof have been satisfied, as applicable.

SECTION 3.02.     SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed among the Holders of the Notes
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, to be redeemed among the Holders of Notes on a pro rata basis, by lot or
by such method as the Trustee deems fair and appropriate; provided that no Notes
of $1,000 or less principal amount at maturity shall be redeemed in part. In the
event of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount at maturity thereof to be redeemed.
Notes and portions of Notes selected shall be in principal amounts at maturity
of $1,000 or whole multiples of $1,000; except that if all of the Notes of a


                                      -27-
<PAGE>

Holder are to be redeemed, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed. A new Note in
principal amount at maturity equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original Note.
Notes called for redemption shall become due on the redemption date. On and
after the redemption date, interest ceases to accrue on Notes or portions of
them called for redemption. Except as provided in this Section 3.02, provisions
of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption.

SECTION 3.03.     NOTICE OF REDEMPTION.

                  Subject to the provisions of Section 3.09 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

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

         (a) the redemption date;

         (b) the redemption price;

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

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

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

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

         (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 30 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.


                                      -28-
<PAGE>

SECTION 3.04.     EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05.     DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

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

                  If Notes called for redemption or tendered in a Change of
Control Offer are paid or if the Company has deposited with the Trustee or
Paying Agent money sufficient to pay the redemption or purchase price of, and
unpaid and accrued interest, if any, on all Notes to be redeemed or purchased,
on and after the applicable redemption or purchase date, interest, if any,
ceases to accrue on the Notes or the portions of Notes called for redemption or
tendered and not withdrawn in a Change of Control Offer (regardless of whether
certificates for such Notes are actually surrendered). If a Note is redeemed or
purchased on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest, if any, shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or subject to a
Change of Control Offer shall not be so paid upon surrender for redemption or
purchase because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case, at the rate provided
in the Notes and in Section 4.01 hereof.

SECTION 3.06.     NOTES REDEEMED OR PURCHASED IN PART.

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

SECTION 3.07.     OPTIONAL REDEMPTION.

         (a) The Notes shall not be redeemable at the Company's option prior to
March 1, 2004. The Notes may be redeemed, in whole or in part, at the option of
the Company on or after March 1, 2004, at the redemption prices specified below
(expressed as percentages of the principal amount at maturity), in each case,
together with accrued and unpaid interest, if any, thereon to the date of
redemption, upon not less than 30 nor more than 60 days notice, if redeemed
during the twelve-month period beginning on August 1 of the years indicated
below:


                                      -29-
<PAGE>
                                                  Redemption
                  Year                               Price
                  ----                            ----------
                  2004                              106.750%
                  2005                              103.375%
                  2006 and thereafter               100.000%



         (b) Notwithstanding the foregoing, between the date hereof and prior to
March 1, 2002, the Company may, at its option, on any one or more occasions, use
the net proceeds of one or more offerings of its Capital Stock to redeem up to
35% of the originally issued aggregate principal amount of the Notes at a
redemption price in cash of 113.5% of the Accreted Value at the date of
redemption; provided that, after any such redemption, the aggregate principal
amount at maturity of the Notes outstanding (excluding Notes held by the Company
and its subsidiaries) must equal at least 65% of the Notes originally issued
hereunder; and provided further, that any such redemption shall occur within 90
days of the date of closing of such offering of Capital Stock of the Company.

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

SECTION 3.08.     MANDATORY REDEMPTION.

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.

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

         (a) In the event that, pursuant to Section 4.10 hereof, the Company
shall be required to commence an Asset Sale Offer, it shall follow the
procedures specified below with respect to the Holders of Notes.

         (b) The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the amount of Notes required to be purchased


                                      -30-
<PAGE>

pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than the Offer
Amount has been tendered, all Notes tendered in response to the Asset Sale
Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

         (c) The Company shall comply with any tender offer rules under the
Exchange Act which may then be applicable, including Rule 14e-1, in connection
with any offer required to be made by the Company to repurchase the Notes as a
result of an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 3.09,
the Company shall comply with the applicable securities laws or regulations and
shall not be deemed to have breached its obligations hereunder by virtue
thereof.

         (d) If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

         (e) Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

                  (i) that the Asset Sale Offer is being made pursuant to this
         Section 3.09 and Section 4.10 hereof and the length of time the Asset
         Sale Offer shall remain open;

                  (ii) the Offer Amount, the purchase price and the Purchase
         Date and, if any Restricted Subsidiary is required to and does make an
         offer to holders of its Indebtedness pursuant to a requirement similar
         to that contained in Section 4.10 and this Section, the notice shall
         state that fact, that the Offer Amount will be reduced by the amount of
         Indebtedness required to be purchased pursuant to such other offer, and
         that the amount of such reduction will not be known until the
         expiration of such other offer, which shall not be later than the
         expiration of the Offer Period;

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

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

                  (v) that Holders electing to have a Note purchased pursuant to
         an Asset Sale Offer may only elect to have all of such Note purchased
         and may not elect to have only a portion of such Note purchased;

                  (vi) that Holders electing to have a Note purchased pursuant
         to any Asset Sale Offer shall be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, or transfer by book-entry transfer, to the


                                      -31-
<PAGE>

         Company, a depositary, if appointed by the Company, or a Paying Agent
         at the address specified in the notice at least three days before the
         Purchase Date;

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

                  (viii) that, if the aggregate Accreted Value or principal
         amount at maturity, as the case may be, of Notes surrendered by Holders
         exceeds the Offer Amount, the Company shall select the Notes to be
         purchased on a pro rata basis (with such adjustments as may be deemed
         appropriate by the Company so that only Notes in denominations of
         $1,000 principal amount at maturity, or integral multiples thereof,
         shall be purchased, other than in the case of Holders whose Notes were
         purchased in whole); and

                  (ix) that Holders whose Notes were purchased only in part
         shall be issued new Notes equal in principal amount at maturity to the
         unpurchased portion of the Notes surrendered (or transferred by
         book-entry transfer).

         (f) On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder of Notes
an amount equal to the purchase price of the Notes tendered by such Holder of
Notes and accepted by the Company for purchase, and the Company shall promptly
issue a new Note and the Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder of Notes in a
principal amount at maturity equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder of Notes thereof. The Company shall publicly announce
the results of the Asset Sale Offer on the Purchase Date.

         (g) Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof. No repurchase of Notes under this Section
3.09 shall be deemed to be a redemption of Notes.


                                      -32-
<PAGE>

                                   ARTICLE 4.
                                   COVENANTS

SECTION 4.01.     PAYMENT OF NOTES.

                  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.

SECTION 4.02.     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 of the Trustee or
an affiliate of the Trustee, Registrar or co-Registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                  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 shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.03.     REPORTS.

                  Whether or not required by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company shall furnish to the
Holders of Notes (i) all quarterly and annual financial information that would
be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
the Company were required to file such Forms, including "Management's Discussion


                                      -33-
<PAGE>

and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K if the Company were required to file such
reports, in each case within the time periods specified in the SEC's rules and
regulations. In addition, whether or not required by the rules and regulations
of the SEC, the Company shall file a copy of all such information and reports
with the SEC for public availability within the time periods set forth in the
SEC's rules and regulations (unless the SEC will not accept such a filing) and
make such information available to securities analysts and prospective investors
upon request. In addition to the financial information required by the Exchange
Act, each such quarterly and annual report shall be required to contain
"summarized financial information" (as defined in Rule 1-02(aa)(1) of Regulation
S-X under the Exchange Act) showing Adjusted Operating Cash Flow for the Company
and its Restricted Subsidiaries, on a consolidated basis, where Adjusted
Operating Cash Flow for the Company is calculated in a manner consistent with
the manner described under the definition of "Adjusted Operating Cash Flow"
contained herein. The summarized financial information required pursuant to the
preceding sentence may, at the election of the Company, be included in the
footnotes to audited consolidated financial statements or unaudited quarterly
financial statements of the Company and shall be as of the same dates and for
the same periods as the consolidated financial statements of the Company and its
Subsidiaries required pursuant to the Exchange Act.

SECTION 4.04.     COMPLIANCE CERTIFICATE.

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

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article Four or Article Five hereof or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being


                                      -34-
<PAGE>

understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer of the Company becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

SECTION 4.05.     TAXES.

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

SECTION 4.06.     STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07.     RESTRICTED PAYMENTS.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's Equity Interests
(including, without limitation, any payment in connection with any merger or
consolidation involving the Company) or on account of any Qualified Subsidiary
Stock or make any payment or distribution (other than compensation paid to, or
reimbursement of expenses of, employees in the ordinary course of business) to
or for the benefit of the direct or indirect holders of the Company's Equity
Interests or the direct or indirect holders of any Qualified Subsidiary Stock in
their capacities as such (other than dividends or distributions payable in
Equity Interests (other than Disqualified Stock) of the Company or additional
shares of such Qualified Subsidiary Stock); (ii) purchase, redeem or otherwise
acquire or retire for value any Equity Interests of the Company or any direct or
indirect parent of the Company (other than any such Equity Interests owned by
the Company or any of its Restricted Subsidiaries); (iii) make any payment on or
with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinated to the Notes, except payment of
interest or principal at Stated Maturity; (iv) forgive any loan or advance to or
other obligation of any Affiliate of the Company (other than a loan or advance
to or other obligations of a Wholly Owned Restricted Subsidiary of the Company)


                                      -35-
<PAGE>

which at the time it was made was not a Restricted Payment; or (v) make any
Restricted Investment (all such payments and other actions set forth in clauses
(i) through (v) above being collectively referred to as "Restricted Payments"),
unless, at the time of and immediately after giving effect to such Restricted
Payment:

                      (A) no Default or Event of Default shall have occurred and
                  be continuing or would occur as a consequence thereof; and

                      (B) the Company would be permitted to incur $1.00 of
                  additional Indebtedness pursuant to the Indebtedness to
                  Adjusted Operating Cash Flow Ratio described in Section
                  4.09(a) hereof; and

                      (C) such Restricted Payment, together with the aggregate
                  of all other Restricted Payments made by the Company and its
                  Restricted Subsidiaries after November 30, 1998 (excluding
                  Restricted Payments permitted by clauses (2) and (3) of
                  Section 4.07(b)), is less than the sum of, without
                  duplication, (i) an amount equal to the Cumulative Operating
                  Cash Flow for the period (taken as one accounting period) from
                  the beginning of the first full month commencing after
                  November 30, 1998 to the end of the Company's most recently
                  ended fiscal quarter for which internal financial statements
                  are available at the time of such Restricted Payment (the
                  "Basket Period") less 1.4 times the Company's Cumulative Total
                  Interest Expense for the Basket Period, plus (ii) 100% of the
                  aggregate net cash proceeds and, in the case of proceeds
                  consisting of assets constituting or used in a Permitted
                  Business 100% of the fair market value of the aggregate net
                  proceeds other than cash, received since November 30, 1998 (1)
                  by the Company as capital contributions to the Company (other
                  than from a Subsidiary) or (2) from the sale by the Company
                  (other than to a Subsidiary) of its Equity Interests (other
                  than Disqualified Stock), plus (iii) to the extent that any
                  Restricted Investment that was made after November 30, 1998 is
                  sold for cash or otherwise liquidated or repaid for cash, the
                  Net Proceeds received by the Company or a Wholly Owned
                  Restricted Subsidiary of the Company upon the sale,
                  liquidation or repayment of such Restricted Investment, plus
                  (iv) to the extent that any Unrestricted Subsidiary is
                  designated by the Company as a Restricted Subsidiary, an
                  amount equal to the fair market value of such Investment at
                  the time of such designation, plus (v) 100% of any cash
                  dividends and other cash distributions received by the Company
                  from an Unrestricted Subsidiary, plus (vi) $2.5 million.

         (b) The foregoing provisions shall not prohibit (1) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of this
Indenture; (2) the redemption, repurchase, retirement or other acquisition of
any Equity Interests or subordinated Indebtedness of the Company in exchange
for, or out of the net proceeds of, the substantially concurrent sale (other
than to a Subsidiary of the Company) of other Equity Interests of the Company
(other than any Disqualified Stock); provided that the amount of any such net
proceeds that are utilized for any such redemption, repurchase, retirement or


                                      -36-
<PAGE>

other acquisition shall be excluded from clause (C)(ii) of the preceding
paragraph; (3) the defeasance, redemption or repurchase of Indebtedness with the
proceeds of a substantially concurrent issuance of Permitted Refinancing Debt in
accordance with the provisions of Section 4.09 hereof; (4) the payment by the
Company of advances under the Split Dollar Agreement in an amount not to exceed
$250,000 in any four-quarter period; (5) the repurchase or redemption from
employees of the Company and its Subsidiaries (other than the Principal) of
Capital Stock of the Company in an amount not to exceed an aggregate of $5.0
million since the date of this Indenture; (6) the payment of dividends on the
Series A or Series B Preferred Stock in accordance with the terms thereof as in
effect on the Closing Date; provided, however, that cash dividends may not be
paid on the Series A or Series B Preferred Stock pursuant to this clause (6)
prior to July 1, 2002; (7) the issuance of Subordinated Exchange Notes in
exchange for shares of the Series A or Series B Preferred Stock; provided that
such issuance is permitted by Section 4.09 hereof; (8) in the event that the
Company elects to issue Subordinated Exchange Notes in exchange for Series A or
Series B Preferred Stock, cash payments made in lieu of the issuance of
Subordinated Exchange Notes having a face amount less than $1,000 and any cash
payments representing accrued and unpaid dividends in respect thereof, not to
exceed $100,000 in the aggregate in any fiscal year; and (9) cash payments made
in lieu of the issuance of additional Subordinated Exchange Notes having a face
amount less than $1,000 and any cash payments representing accrued and unpaid
interest in respect thereof, not to exceed $100,000 in the aggregate in any
fiscal year.

         (c) The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or the applicable
Restricted Subsidiary, as the case may be, net of any liabilities proposed to be
assumed by the transferee and novated pursuant to a written agreement releasing
the Company and its Subsidiaries. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this covenant were computed,
which calculations may be based upon the Company's latest available financial
statements.

         (d) The Board of Directors may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary if such designation would not cause a Default or
an Event of Default. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries in the Subsidiary so
designated shall be deemed to be Restricted Payments at the time of such
designation (valued as set forth below) and shall reduce the amount available
for Restricted Payments under Section 4.07(a) hereof. All such outstanding
Investments shall be deemed to constitute Investments in an amount equal to the
fair market value of such Investments at the time of such designation. Such
designation shall only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary would otherwise meet
the definition of an Unrestricted Subsidiary.

SECTION 4.08.     DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                  SUBSIDIARIES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the


                                      -37-
<PAGE>

ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (b) pay any Indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries or (iii) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (a) the terms of any
Indebtedness permitted by this Indenture to be incurred by any Subsidiary of the
Company; provided, that, any such Indebtedness permits the payment of cash
dividends to the Company in an amount sufficient to enable the Company to make
payments of (A) interest required to be paid in respect of the Notes, (B)
interest required to be paid in respect of the 1997 Notes, the 1998 Notes, the
1999 Notes and the 2001 Senior Notes and (C) after July 1, 2002, dividends
required to be paid in respect of the Series A and Series B Preferred Stock and
interest required to be paid in respect of the Notes, if issued, in each case,
in accordance with the terms thereof (except during the continuance of a default
or event of default under such other Indebtedness), (b) Existing Indebtedness or
the PM&C Credit Facility, each as in effect on the Closing Date, (c) this
Indenture, the Notes, the Subsidiary Guarantees, the 1997 Indenture, the 1997
Notes and the 1997 Notes Subsidiary Guarantees, the 1998 Indenture, the 1998
Notes and the 1998 Notes Subsidiary Guarantees, the 1999 Indenture, the 1999
Notes and the 1999 Notes Subsidiary Guarantees, and the 2001 Indenture, the 2001
Senior Notes and the 2001 Senior Notes Subsidiary Guarantees, (d) applicable
law, (e) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person and its Subsidiaries, or the
property or assets of the Person and its Subsidiaries, so acquired, (f) by
reason of customary non-assignment provisions in leases and other contracts
entered into in the ordinary course of business and consistent with past
practices or (g) any agreement for the sale of any Subsidiary or its assets that
restricts distributions by that Subsidiary pending its sale.

SECTION 4.09.     INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

         (a) The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and shall
not, and shall not permit any Subsidiary Guarantor to, issue any Disqualified
Stock and shall not permit any of its Restricted Subsidiaries that are not
Subsidiary Guarantors to issue any shares of preferred stock (other than
Qualified Subsidiary Stock); provided, however, that the Company or any
Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue
shares of preferred stock (including Disqualified Stock) if, in each case, (1)
the Company's Indebtedness to Adjusted Operating Cash Flow Ratio as of the date
on which such Indebtedness is incurred or such preferred stock or Disqualified
Stock is issued would have been 7.0 to 1 or less, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the Disqualified Stock or
preferred stock had been issued, as the case may be, as of the date of such
calculation and (2) no Default or Event of Default would occur as a consequence
thereof.

                                      -38-
<PAGE>

                  The Company shall not, and shall not permit any Subsidiary
Guarantor to, incur any Indebtedness that is contractually subordinated to any
other Indebtedness of the Company or of such Subsidiary Guarantor, as the case
may be, unless such Indebtedness is also contractually subordinated to the Notes
or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, on
substantially identical terms; provided, however, that no Indebtedness shall be
deemed to be contractually subordinated to any other Indebtedness solely by
virtue of being unsecured.

         (b) The foregoing provisions shall not apply to (collectively,
"Permitted Debt"):

                  (i) the incurrence by the Company's Unrestricted Subsidiaries
         of Non-Recourse Debt or the issuance by such Unrestricted Subsidiaries
         of preferred stock; provided, however, that if any such Indebtedness
         ceases to be Non-Recourse Debt of an Unrestricted Subsidiary or any
         such preferred stock becomes preferred stock (other than Qualified
         Subsidiary Stock) of a Restricted Subsidiary, as the case may be, such
         event shall be deemed to constitute an incurrence of Indebtedness by,
         or an issuance of preferred stock (other than Qualified Subsidiary
         Stock) of, as the case may be, a Restricted Subsidiary of the Company;

                  (ii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness pursuant to one or more Bank Facilities if
         the aggregate principal amount at any time outstanding incurred
         pursuant to this clause (ii) does not exceed $50.0 million;

                  (iii) the incurrence by the Company and its Restricted
         Subsidiaries of the Existing Indebtedness;

                  (iv) the incurrence by the Company of Indebtedness under the
         Subordinated Exchange Notes to pay interest on outstanding Subordinated
         Exchange Notes;

                  (v) Indebtedness under the Notes and the Subsidiary
         Guarantees;

                  (vi) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of its Wholly Owned Restricted Subsidiaries; provided, however,
         that (1) if the Company or a Subsidiary Guarantor is the obligor on
         such Indebtedness, such Indebtedness is expressly subordinated to the
         prior payment in full in cash of all obligations with respect to the
         Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the
         case may be, and (2)(A) any subsequent issuance or transfer of Equity
         Interests that result in any such Indebtedness being held by a Person
         other than the Company or a Wholly Owned Restricted Subsidiary of the
         Company and (B) any sale or other transfer of such Indebtedness to a
         Person that is not either the Company or a Wholly Owned Restricted
         Subsidiary of the Company shall be deemed, in each case, to constitute
         an incurrence of such Indebtedness by the Company or such Restricted
         Subsidiary, as the case may be;


                                      -39-
<PAGE>

                  (vii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by Capital Lease Obligations,
         mortgage financings or purchase money obligations, in each case
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction or improvement of property used in the
         business of the Company or such Restricted Subsidiary, in an aggregate
         principal amount not to exceed $7.5 million at any time outstanding,
         including all Permitted Refinancing Debt incurred pursuant to clause
         (viii) below to refund, replace or refinance any Indebtedness incurred
         pursuant to this clause (vii);

                  (viii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Permitted Refinancing Debt in exchange for, or the net
         proceeds of which are used to extend, refinance, renew, replace,
         defease or refund, Indebtedness (other than intercompany Indebtedness)
         that was permitted by this Indenture to be incurred;

                  (ix) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness (in addition to Indebtedness permitted by
         any other clause of this paragraph) in an aggregate principal amount at
         any time outstanding, including all Permitted Refinancing Debt incurred
         pursuant to clause (viii) above to refund, replace or refinance any
         Indebtedness incurred pursuant to this clause (ix), not to exceed $7.5
         million; and

                  (x) the guarantee by the Company or any Restricted Subsidiary
         of the Company of Indebtedness of the Company or a Subsidiary of the
         Company that was permitted to be incurred by another provision of this
         Section 4.09.

                  For purposes of determining compliance with this Section 4.09,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in clauses (i) through (x) above or
is permitted to be incurred pursuant to Section 4.09(a) hereof and also meets
the criteria of one or more of the categories of Permitted Debt described in
clauses (i) through (x) above, the Company shall, in its sole discretion,
classify such item of Indebtedness in any manner that complies with this Section
4.09 and may from time to time reclassify such item of Indebtedness in any
manner in which such item could be incurred at the time of such
reclassification. For purposes of this paragraph, "Indebtedness" includes
Disqualified Stock and preferred stock of Subsidiaries. Accrual of interest and
the accretion of accreted value will not be deemed to be an incurrence of
Indebtedness for purposes of this Section 4.09.

SECTION 4.10.     ASSET SALES.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair value (evidenced by a resolution of
the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee) of the assets or Equity Interests issued or sold or otherwise disposed
of and (ii) at least 85% of the consideration therefor received by the Company
or such Restricted Subsidiary is in the form of cash; provided that the amount
of (x) any liabilities (as shown on the Company's or such Restricted


                                      -40-
<PAGE>

Subsidiary's most recent balance sheet or in notes thereto), of the Company or
any Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes or any guarantee thereof) that are assumed by the
transferee of any such assets and (y) any securities, notes or other obligations
received by the Company or any such Restricted Subsidiary from such transferee
that are contemporaneously (subject to ordinary settlement periods) converted by
the Company or such Restricted Subsidiary into cash (to the extent of the cash
received), shall be deemed to be cash for purposes of this provision.

         (b) Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may engage in Asset Swaps (which shall not be deemed to be Asset
Sales for purposes of this Section 4.10); provided that, immediately after
giving effect to such Asset Swap, the Company would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Indebtedness to Adjusted
Operating Cash Flow Ratio set forth in Section 4.09(a) hereof.

         (c) Within 180 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or the applicable Restricted Subsidiary may, at its option,
apply such Net Proceeds (i) to permanently reduce Senior Debt of the Company,
(ii) to permanently reduce Indebtedness of any of the Company's Restricted
Subsidiaries or (iii) to the acquisition by the Company or any of its Restricted
Subsidiaries of another business, the making of a capital expenditure or the
acquisition of other long-term assets, in each case, in a Permitted Business;
provided, however, that if the Company or any Restricted Subsidiary enters into
a legally binding agreement with an entity that is not an Affiliate of the
Company to reinvest such Net Proceeds in accordance with this clause (iii)
within 180 days after the receipt thereof, the provisions of this Section 4.10
will be satisfied so long as such binding agreement is consummated within one
year after the receipt of such Net Proceeds. If any such legally binding
agreement to reinvest such Net Proceeds is terminated, then the Company may,
within 360 days of such Asset Sale, apply such Net Proceeds as provided in
clauses (i), (ii) or (iii) above (without regard to the proviso contained in
clause (iii) above). Pending the final application of any such Net Proceeds, the
Company or the applicable Restricted Subsidiary may temporarily reduce
Indebtedness pursuant to any Bank Facility or otherwise invest such Net Proceeds
in any manner that is not prohibited by this Indenture. A reduction of
Indebtedness pursuant to any Bank Facility is not "permanent" for purposes of
clause (i) of this Section 4.10(c) if an amount equal to the amount of such
reduction is reborrowed and used to make an acquisition described in clause
(iii) of this Section 4.10(c) within the time period specified in this Section
4.10. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this Section 4.10(c) will be deemed to
constitute "Excess Proceeds."

         (d) Within five days of each date on which the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company will be required to make an
offer to all Holders of Notes and the Holders of Pari Passu Debt, to the extent
required by the terms thereof (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes and Pari Passu Debt that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
Accreted Value thereof, unless the Purchase Date is on or after March 1, 2004,
in which case such offer price shall be equal to 100% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase, in
accordance with the procedures set forth in Section 3.09 or the agreements
governing Pari Passu Debt, as applicable; provided, however, that the Company


                                      -41-
<PAGE>

may only purchase Pari Passu Debt in an Asset Sale Offer that was issued
pursuant to an indenture having a provision substantially similar to this
Section 4.10.

         (e) To the extent that the aggregate amount of Notes and Pari Passu
Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
the Company may use any remaining Excess Proceeds for general corporate
purposes.

         (f) If the aggregate Accreted Value or principal amount at maturity, as
the case may be, of Notes and Pari Passu Debt surrendered exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be
purchased on a pro rata basis, based upon the principal amount thereof
surrendered in such Asset Sale Offer.

         (g) Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero.

SECTION 4.11.     TRANSACTIONS WITH AFFILIATES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make any contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to
the Holders (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $1.0
million, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and a majority of the
Independent Directors and (b) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $5.0 million, an opinion as to the fairness to the Company or such
Restricted Subsidiary of such Affiliate Transaction from a financial point of
view issued by an investment banking firm of national standing; provided that
the Company shall not, and shall not permit any of its Restricted Subsidiaries
to, engage in any Affiliate Transaction involving aggregate consideration in
excess of $1.0 million at any time that there is not at least one Independent
Director on the Company's Board of Directors; and provided further that (w) any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary, (x) transactions between
or among the Company and/or its Restricted Subsidiaries, (y) the payment of any
dividend on, or the issuance of additional Subordinated Exchange Notes in
exchange for, the Series A or Series B Preferred Stock, provided that such
dividends are paid on a pro rata basis and the additional Subordinated Exchange
Notes are issued in accordance with the Certificate of Designation, and (z)
transactions permitted by Section 4.07 hereof, in each case, shall not be deemed
Affiliate Transactions.


                                      -42-
<PAGE>

SECTION 4.12.     LIENS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly create, incur, assume or
suffer to exist any Lien on any asset now owned or hereafter acquired, or any
income or profits therefrom or assign or convey any right to receive income
therefrom, except Permitted Liens.

SECTION 4.13.     LIMITATION OF CERTAIN SUBSIDIARY INDEBTEDNESS AND PREFERRED
                  STOCK.

                  Notwithstanding any other provision of this Indenture to the
contrary, the Company will not permit any of its Restricted Subsidiaries to
incur any Indebtedness (other than Eligible Indebtedness) or to issue any
Disqualified Stock; provided that any Restricted Subsidiary that is a Subsidiary
Guarantor may incur Indebtedness (whether or not such Indebtedness is Eligible
Indebtedness) or issue Disqualified Stock if such incurrence or issuance is
permitted under Section 4.09 hereof, provided further that notwithstanding the
immediately preceding proviso, in no event shall the Company permit any of its
Restricted Subsidiaries to incur any Indebtedness represented by senior secured
bonds or other senior secured securities, unless such Subsidiary is a Subsidiary
Guarantor and its Subsidiary Guarantee is secured on an equal and ratable basis
with other such other senior secured bonds or other senior secured securities.

SECTION 4.14.     CONTINUED EXISTENCE.

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

SECTION 4.15.     OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

         (a) Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (but
not, in the case of any Holder requiring the Company to purchase less than all
of the Notes held by such Holder, any Note in principal amount at maturity less
than $1,000) of such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101% of the


                                      -43-
<PAGE>

Accreted Value of the Notes on the Change of Control Payment Date (as defined
below) (the "Change of Control Payment"), unless the Change in Control Payment
Date is on or after March 1, 2004, in which case such Change of Control Payment
shall be equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, thereon to the Change of Control Payment Date.

         (b) Within ten days following any Change of Control, the Company shall
mail a notice to each Holder, with a copy to the Trustee, stating: (1) a
description of the transaction or transactions that constitute the Change of
Control; (2) that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes tendered shall be accepted for payment; (3) the
purchase price and the purchase date, which shall be no later than 30 Business
Days from the date such notice is mailed (the "Change of Control Payment Date");
(4) that any Note not tendered shall continue to accrue interest; (5) that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after the Change of Control Payment Date; (6) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer shall
be required to surrender the Notes, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (7) that Holders
shall be entitled to withdraw their election if the Paying Agent receives, not
later than the close of business on the second Business Day preceding the Change
of Control Payment Date, a telegram, telex, facsimile, transmission or letter
setting forth the name of the Holder, the principal amount at maturity of Notes
delivered for purchase, and a statement that such Holder is withdrawing his
election to have the Notes purchased; and (8) that Holders whose Notes are being
purchased only in part shall be issued new Notes equal in principal amount at
maturity to the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $1,000 in principal amount at maturity or an integral
multiple thereof. The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.

         (c) On or prior to 10:00 a.m. Eastern Time on the Change of Control
Payment Date, the Company shall, to the extent lawful, (1) accept for payment
all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (2) deposit with the Paying Agent an amount equal to the Change
of Control Payment in respect of all Notes or portions thereof so tendered and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount at
maturity of Notes or portions thereof being purchased by the Company. The Paying
Agent will promptly mail to each Holder of Notes so tendered the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount at maturity to any unpurchased portion of the Notes
surrendered, if any. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

         (d) The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.15 and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer.


                                      -44-
<PAGE>

SECTION 4.16.     LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY
                  OWNED RESTRICTED SUBSIDIARIES.

                  The Company (i) shall not, and shall not permit any Wholly
Owned Restricted Subsidiary of the Company to, transfer, convey, sell or
otherwise dispose of any Capital Stock of any Wholly Owned Restricted Subsidiary
of the Company to any Person (other than the Company or a Wholly Owned
Restricted Subsidiary of the Company), unless (a) such transfer, conveyance,
sale, lease or other disposition is of all the Capital Stock of such Wholly
Owned Restricted Subsidiary and (b) the cash Net Proceeds from such transfer,
conveyance, sale, lease or other disposition are applied in accordance with
Section 4.10 hereof and (ii) shall not permit any Wholly Owned Restricted
Subsidiary of the Company to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to the Company or a Wholly Owned Restricted
Subsidiary of the Company.

SECTION 4.17.     LIMITATION ON ISSUANCE OF SUBSIDIARY GUARANTEES.

         (a) The Company shall not permit any Restricted Subsidiary to guarantee
the payment of any Indebtedness of the Company or any Indebtedness of any
Subsidiary Guarantor (in each case, the "Guaranteed Debt;" the Company or the
Subsidiary Guarantor that is primarily liable on the Guaranteed Debt being the
"Obligor") unless (i) if such Restricted Subsidiary is not a Subsidiary
Guarantor, such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture in form attached hereto as Exhibit B
providing for a guarantee (a "Subsidiary Guarantee") of payment of the Notes by
such Restricted Subsidiary, (ii) the Subsidiary Guarantee shall be subordinated
in right of payment to any guarantee or other obligation of such Subsidiary
Guarantor in respect of Senior Debt of the Company on substantially the same
terms as are provided in Article 10, (iii) if the Guaranteed Debt is by its
express terms subordinated in right of payment to the Notes or the Subsidiary
Guarantee of such Obligor, any such guarantee of such Subsidiary Guarantor with
respect to the Guaranteed Debt shall be subordinated in right of payment to such
Subsidiary Guarantor's Subsidiary Guarantee with respect to the Notes
substantially to the same extent as the Guaranteed Debt is subordinated to the
Notes or the Subsidiary Guarantee of such Obligor, (iv) such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement indemnity or subrogation or
any other rights against the Company or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Subsidiary
Guarantee and (v) such Restricted Subsidiary shall deliver to the Trustee an
opinion of counsel to the effect that (A) such Subsidiary Guarantee of the Notes
has been duly executed and authorized and (B) such Subsidiary Guarantee of the
Notes constitutes a valid, binding and enforceable obligation of such Restricted
Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy,
insolvency or similar laws (including, without limitation, all laws relating to
fraudulent transfers) and except insofar as enforcement thereof is subject to
general principles of equity.

         (b) No Subsidiary Guarantor may consolidate with or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person), another
corporation, Person or entity whether or not affiliated with such Subsidiary
Guarantor unless (i) subject to the provisions of Section 4.17(c) hereof, the


                                      -45-
<PAGE>

Person formed by or surviving any such consolidation or merger (if other than
such Subsidiary Guarantor) assumes all the obligations of such Subsidiary
Guarantor pursuant to a supplemental indenture in the form attached hereto as
Exhibit B, under the Notes and the Indenture; (ii) immediately after giving
effect to such transaction no Default or Event of Default exists; and (iii) the
Company would be permitted to incur $1.00 of additional Indebtedness pursuant to
the Indebtedness to Adjusted Operating Cash Flow Ratio described in Section
4.09(a) hereof.

         (c) In the event of a sale or other disposition of all of the assets of
any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the capital stock of any Subsidiary
Guarantor, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of such a merger, consolidation or otherwise, of all the
capital stock of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all of the assets of
such Subsidiary Guarantor) will be released and relieved of any obligation under
its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other
disposition shall be applied in accordance with Section 4.10 hereof.

         (d) Any Subsidiary Guarantor that is designated as an Unrestricted
Subsidiary in accordance with the terms of this Indenture will be released and
relieved of its obligations under its Subsidiary Guarantee for so long as such
Subsidiary is so designated.


<PAGE>

SECTION 4.18.     NO SENIOR SUBORDINATED DEBT.

                  Notwithstanding the provisions of Section 4.09 hereof, (i) the
Company shall not incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment to
any Senior Debt and senior in any respect in right of payment to the Notes, and
(ii) no Subsidiary Guarantor shall incur, create, issue, assume, guarantee
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to its (as defined in its Subsidiary Guarantee) Senior Debt and
senior in any respect in right of payment to the Subsidiary Guarantee.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01.     MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another
corporation, Person or entity unless (i) the Company is the surviving
corporation or the entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia; (ii) the entity or Person formed
by or surviving any such consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made assumes all the Obligations of the


                                      -46-
<PAGE>

Company under the Notes and this Indenture pursuant to a supplemental indenture
in a form reasonably satisfactory to the Trustee; (iii) immediately after such
transaction no Default or Event of Default exists; (iv) the Company or the
entity or Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made will, at the time of such
transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Indebtedness to
Adjusted Operating Cash Flow Ratio set forth in Section 4.09(a) hereof and (v)
each Subsidiary Guarantor, if any, unless it is the other party to the
transactions described above, shall have by supplemental indenture confirmed
that its Subsidiary Guarantee shall apply to such Person's obligations under the
Indenture and the Notes.

SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.01 hereof.

                                      -47-
<PAGE>

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

         An "Event of Default" occurs if:

         (a) the Company Defaults in the payment when due of interest on the
Notes and such Default continues for a period of 30 days;

         (b) the Company defaults in the payment when due of (i) if prior to
March 1, 2004, the Accreted Value of, and (ii) if on or after March 1, 2004, the
principal amount at maturity of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption or otherwise;

         (c) the Company fails to comply with any of the provisions of section
4.07, 4.09, 4.10, 4.15 or 5.01 hereof;

         (d) the Company or any Subsidiary fails to observe or perform any other
covenant, representation, warranty or other agreement in this Indenture, the
Notes for 60 days after notice to comply;

         (e) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (on the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default (i) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a "Payment Default") or (ii) results in the acceleration
of such Indebtedness prior to its express maturity and, in each case, the
principal amount of such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $5.0 million or more;

         (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any Restricted Subsidiary that would be a Significant Subsidiary and such
judgment or judgments remain unpaid, undischarged, or unstayed for a period of
60 days, provided that the aggregate of all such undischarged judgments exceeds
$5.0 million;

         (g) the Company or any of its Restricted Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                  (i) commences a voluntary case,

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


                                      -48-
<PAGE>

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

                  (iv) makes a general assignment for the benefit of its
         creditors, or

                  (v) generally is not paying its debts as they become due; or

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

                  (i) is for relief against the Company or any of its Restricted
         Subsidiaries or any group of Restricted Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary in an involuntary
         case;

                  (ii) appoints a custodian of the Company or any of its
         Restricted Subsidiaries or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary or for all
         or substantially all of the property of the Company or any of its
         Restricted Subsidiaries or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary; or

                  (iii) orders the liquidation of the Company or any of its
         Restricted Subsidiaries or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

         (i) the termination of any Subsidiary Guarantee for any reason not
permitted by this Indenture, or the denial by any Subsidiary Guarantor or any
Person acting on behalf of any Subsidiary Guarantor of such Subsidiary
Guarantor's obligations under its respective Subsidiary Guarantee.

                  The term "custodian" as used in this Article VI means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

                  An Event of Default shall not be deemed to have occurred under
clause (c), (e) or (f) until the Trustee shall have received at the Corporate
Trust Office of the Trustee written notice from the Company or any of the
Holders or unless a Responsible Officer shall have actual knowledge of such
Event of Default. A Default under clause (e) is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in aggregate
principal amount at maturity of the then outstanding Notes notify the Company
and the Trustee, of the Default and the Company does not cure the Default within
60 days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

                  In the case of any Event of Default pursuant to the provisions
of this Section 6.01 occurring by reason of any action (or inaction) willfully
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the


                                      -49-
<PAGE>

Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an
equivalent premium shall also become and be immediately due and payable to the
extent permitted by law upon the acceleration of the Notes, anything in this
Indenture or in the Notes to the contrary notwithstanding; provided that the
Trustee shall not be under any duty to collect such premium on behalf of the
Holders until such time as Holders of at least 10% in principal amount of the
then outstanding Notes so notify the Trustee. If an Event of Default occurs
prior to March 1, 2004 by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes prior to March 1, 2004, then the premium
payable for purposes of this paragraph for the twelve month period beginning
March 1 of the years set forth below shall be as set forth in the following
table expressed as a percentage of the amount that would otherwise be due but
for the provisions of this sentence:

              Year                                  Percentage
              ----                                  ----------
              2001....................................111.62%
              2002....................................109.97%
              2003....................................108.35%


                                      -50-
<PAGE>

SECTION 6.02.     ACCELERATION.

                  If any Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof) occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount at
maturity of the then outstanding Notes may declare the Default Amount of all the
outstanding Notes to be due and payable immediately and, upon any such
declaration, such Default Amount will become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (g) or
(h) of Section 6.01 hereof occurs with respect to the Company, any of its
Restricted Subsidiaries that would constitute a Significant Subsidiary, or any
group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, the Default Amount of all outstanding Notes shall be due
and payable immediately without further action or notice. Holders of the Notes
may not enforce this Indenture or the Notes except as provided in this
Indenture. Subject to certain limitations, Holders of a majority in principal
amount at maturity of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.

SECTION 6.03.     OTHER REMEDIES.

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

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

SECTION 6.04.     WAIVER OF PAST DEFAULTS.

                  Holders of not less than a majority in aggregate principal
amount at maturity of the then outstanding Notes by notice to the Trustee may on
behalf of the Holders of all of the Notes waive an existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or interest on, the
Notes (including in connection with an offer to purchase) (provided, however,
that the Holders of a majority in aggregate principal amount at maturity of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


                                      -51-
<PAGE>

SECTION 6.05.     CONTROL BY MAJORITY.

                  Holders of a majority in principal amount at maturity of the
then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

SECTION 6.06.     LIMITATION ON SUITS.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

         (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

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

         (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

         (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

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

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

SECTION 6.07.     RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as Trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of


                                      -52-
<PAGE>

collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

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

SECTION 6.10.     PRIORITIES.

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

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

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

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

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.


                                      -53-
<PAGE>

SECTION 6.11.     UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in 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, 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 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount at maturity of the then outstanding Notes.

                                   ARTICLE 7.
                                   TRUSTEE

SECTION 7.01.     DUTIES OF TRUSTEE.

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

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

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

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

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

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

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

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.


                                      -54-
<PAGE>

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

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

SECTION 7.02.     RIGHTS OF TRUSTEE.

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

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

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

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

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

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

SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for


                                      -55-
<PAGE>

permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.     TRUSTEE'S DISCLAIMER.

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

SECTION 7.05.     NOTICE OF DEFAULTS.

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

SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA ss. 313(a) (but if no
event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c). A copy of each report at the time of its
mailing to the Holders of Notes shall be mailed to the Company and filed with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA ss. 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange.

SECTION 7.07.     COMPENSATION AND INDEMNITY.

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


                                      -56-
<PAGE>

                  The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture.

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

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

                  The Trustee shall comply with the provisions of TIA ss.
313(b)(2) to the extent applicable.

SECTION 7.08.     REPLACEMENT OF TRUSTEE.

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

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

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

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

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

         (d) the Trustee becomes incapable of acting.


                                      -57-
<PAGE>

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount at maturity of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Company.

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

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $100 million as set forth in its most recent published annual report of
condition.

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


                                      -58-
<PAGE>

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

SECTION 8.02.     LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its other
Obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Article
2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder, and the Company's obligations in connection therewith
and (d) this Article 8. Subject to compliance with this Article 8, the Company
may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof.

SECTION 8.03.     COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 3.09, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,


                                      -59-
<PAGE>

waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the "outstanding"
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(d) through 6.01(f) hereof shall not constitute Events of Default.

SECTION 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

         (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Notes, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, interest and premium,
if any, on the outstanding Notes on the stated maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;

         (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal 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 Legal Defeasance had not occurred;

         (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;


                                      -60-
<PAGE>

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar
as Sections 6.01(g) or (h) hereof are concerned, at any time in the period
ending on the 91st day after the date of deposit (or greater period of time in
which any such deposit of trust funds may remain subject to bankruptcy or
insolvency laws insofar as those apply to the deposit by the Company);

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that, as of the date of such opinion, (i) the trust funds
will not be subject to the rights of holders of Indebtedness other than the
Notes and (ii) assuming no intervening bankruptcy of the Company between the
date of deposit and the 91st day (or greater period of time in which any such
deposit of trust funds may remain subject to bankruptcy or insolvency laws
insofar as those apply to the deposit by the Company) following the deposit and
assuming no Holder of Notes is an insider of the Company, after the 91st day (or
later date until which any such deposit of trust funds may remain subject to
bankruptcy or insolvency laws insofar as those apply to the deposit by the
Company) following the deposit, the trust funds will not be subject to the
effects of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally under any applicable United States or
state law;

         (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Notes over the other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

         (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


                                      -61-
<PAGE>

SECTION 8.05.     DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                  OTHER MISCELLANEOUS PROVISIONS.

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

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

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

SECTION 8.06.     REPAYMENT TO COMPANY.

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


                                      -62-
<PAGE>

SECTION 8.07.     REINSTATEMENT.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS OF NOTES.

                  Notwithstanding Section 9.02 of this Indenture, the Company, a
Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to
which it is a party) and the Trustee may amend or supplement this Indenture, the
Notes or the Subsidiary Guarantees without the consent of any Holder of a Note:

         (a) to cure any ambiguity, defect or inconsistency;

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

         (c) to provide for the assumption of the Company's or any Subsidiary
Guarantor's obligations to Holders of Notes in the case of a merger or
consolidation pursuant to Article 5 hereof, as applicable;

         (d) to make any change that would provide any additional rights or
benefits to the Holders of Notes or that does not adversely affect the legal
rights hereunder of any such Holder; or

         (e) to comply with the requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA or to allow any
Subsidiary Guarantor to guarantee the Notes.

                  Upon the request of the Company accompanied by a resolution of
the Board of Directors of the Company or a Subsidiary Guarantor, as applicable,
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee shall join with the Company or such Subsidiary Guarantor in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture or Subsidiary


                                      -63-
<PAGE>

Guarantee that affects its own rights, duties or immunities under this Indenture
or otherwise.

SECTION 9.02.     WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 9.02, the Company, a
Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to
which it is a party) and the Trustee may amend or supplement this Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount at maturity of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes),
and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium or interest on the Notes) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in principal amount at maturity of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for the Notes). Any amendment to the
provisions of Article 10 hereof including the related definitions will require
the consent of the Holders of at least 75% in aggregate principal amount at
maturity of the Notes then outstanding if such amendment would adversely affect
the rights of Holders of Notes.

                  Upon the request of the Company accompanied by a resolution of
the Board of Directors of the Company or a Subsidiary Guarantor, as applicable,
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee shall join with the
Company or such Subsidiary Guarantor in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental Indenture.

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

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount at maturity of the Notes
then outstanding may waive compliance in a particular instance by the Company
with any provision of this Indenture or the Notes. However, without the consent
of each Holder affected, an amendment or waiver may not (with respect to any
Notes held by a non-consenting Holder):


                                      -64-
<PAGE>

         (a) reduce the principal amount at maturity of Notes whose Holders must
consent to an amendment, supplement or waiver;

         (b) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (other than
provisions relating to Sections 3.09, 4.10 and 4.15 hereof);

         (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

         (d) waive a Default or Event of Default in the payment of principal of
or interest or premium, if any, on the Notes (except a rescission of
acceleration of the Notes by the Holders of a majority in aggregate principal
amount at maturity of the Notes and a waiver of the payment default that
resulted from such acceleration);

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

         (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest or premium, if any, on the Notes;

         (g) waive a redemption payment with respect to any Note (other than a
payment required by the provisions of Section 3.09, 4.10 or 4.15 hereof);

         (h) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or

         (i) except as provided in Article 8 hereof or otherwise in accordance
with the terms of this Indenture or any Subsidiary Guarantee, release a
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or make
any change in a Subsidiary Guarantee that would adversely affect the Holders of
the Notes.

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

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


                                      -65-
<PAGE>

SECTION 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amendment or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until its Board
of Directors approves it. If it does, the Trustee may, but need not, sign it. In
signing or refusing to sign such amendment or supplemental Indenture, the
Trustee shall be entitled to receive and, subject to Section 7.01 hereof, shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that such amendment or supplemental Indenture is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company in accordance with its
terms.

                                  ARTICLE 10.
                                SUBORDINATION

SECTION 10.01.    AGREEMENT TO SUBORDINATE.

         (a) The Company agrees, and each Holder by accepting a Note agrees,
that the Indebtedness evidenced by the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article, to the prior
payment in full of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt. The Subordinated Exchange
Notes, if issued, shall not be Senior Debt, and the Notes shall rank on a parity
with the Subordinated Exchange Notes.

         (b) If any holder of Senior Debt is required by any court or otherwise
to return to the Company, or any custodian, trustee, or similar official acting
in relation to the Company, any amount paid by the Company to such holder of
Senior Debt, the provisions of this Article 10, to the extent theretofore
discharged, shall be reinstated in full force and effect; provided, however,
that any amounts paid pursuant to this Indenture to Holders of Notes shall not
be subject to disgorgement pursuant to the provisions of this paragraph (b).


                                      -66-
<PAGE>

SECTION 10.02.    CERTAIN DEFINITIONS.

                  "Designated Senior Debt" means (i) the Senior Bank Debt and
(ii) any other Senior Debt permitted under this Indenture the principal amount
of which is $10.0 million or more and that has been designated by the Company as
"Designated Senior Debt."

                  "Representative" means the indenture trustee or other trustee,
agent or representative for any Senior Debt.

                  A "distribution" may consist of cash, securities or other
property, by set-off or otherwise.

SECTION 10.03.    LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  Upon any distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, an assignment for the benefit of creditors or any marshalling of the
Company's assets and liabilities:

                      (1) holders of Senior Debt shall be entitled to receive
                          payment in full of all Obligations due in respect of
                          such Senior Debt (including interest after the
                          commencement of any such proceeding at the rate
                          specified in the applicable Senior Debt) before the
                          Holders of Notes shall be entitled to receive any
                          payment with respect to the Notes (except that Holders
                          may receive (i) securities that are subordinated to at
                          least the same extent as the Notes to (a) Senior Debt
                          and (b) any securities issued in exchange for Senior
                          Debt and (ii) payments and other distributions made
                          from any defeasance trust created pursuant to Section
                          8.01 hereof); and

                      (2) until all Obligations with respect to Senior Debt (as
                          provided in subsection (1) above) are paid in full,
                          any distribution to which the Holders of Notes would
                          be entitled but for this Article shall be made to
                          holders of Senior Debt (except that Holders may
                          receive (i) securities that are subordinated to at
                          least the same extent as the Notes to (a) Senior Debt
                          and (b) any securities issued in exchange for Senior
                          Debt and (ii) payments and other distributions made
                          from any defeasance trust created pursuant to Section
                          8.01 hereof), as their interests may appear.


                                      -67-
<PAGE>

SECTION 10.04.    DEFAULT ON DESIGNATED SENIOR DEBT.

         (a) The Company may not make any payment or distribution to the Trustee
or any Holder in respect of the Notes and may not acquire from the Trustee or
any Holder any Notes for cash or property (other than (1) securities that are
subordinated to at least the same extent as the Notes to (A) Senior Debt and (B)
any securities issued in exchange for Senior Debt and (2) payments and other
distributions made from any defeasance trust created pursuant to Section 8.01
hereof) until all principal and other Obligations with respect to the Senior
Debt have been paid in full if:

                  (i) a default in the payment of the principal of, premium, if
         any, or interest on Designated Senior Debt occurs and is continuing
         beyond any applicable grace period in the agreement, indenture or other
         document governing such Designated Senior Debt; or

                  (ii) a default, other than a default specified in Section
         10.04(a)(i), on Designated Senior Debt occurs and is continuing with
         respect to Designated Senior Debt that then permits holders of the
         Designated Senior Debt as to which such default relates to accelerate
         its maturity and the Trustee receives a notice of the default (a
         "Payment Blockage Notice") from a Person who may give it pursuant to
         Section 10.12 hereof. If the Trustee receives any such Payment Blockage
         Notice, no subsequent Payment Blockage Notice shall be effective for
         purposes of this Section unless and until (1) at least 360 days shall
         have elapsed since the effectiveness of the immediately prior Payment
         Blockage Notice and (2) all scheduled payments of principal, premium
         and interest on the Notes that have come due (other than by reason of
         acceleration) have been paid in full in cash. No default described in
         this paragraph (ii) that existed or was continuing on the date of
         delivery of any Payment Blockage Notice to the Trustee shall be, or be
         made, the basis for a subsequent Payment Blockage Notice.

         (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them:

                  (i) in the case of a default described in Section 10.04(a)(i),
         upon the date on which the default is cured or waived, and

                  (ii) in the case of a default referred to in Section
         10.04(a)(ii) hereof, the earlier of the date on which such default is
         cured or waived or 179 days after the date on which the applicable
         Payment Blockage Notice is received, unless the maturity of any
         Designated Senior Debt has been accelerated,

if this Article otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

SECTION 10.05.    WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Trustee or any Holder receives any
payment of any Obligations with respect to the Notes at a time when the Trustee
or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 10.04 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and


                                      -68-
<PAGE>

delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article 10, except if such
payment is made as a result of the willful misconduct or gross negligence of the
Trustee.

SECTION 10.06.    NOTICE BY COMPANY.

                  The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
Obligations with respect to the Notes to violate this Article, but failure to
give such notice shall not affect the subordination of the Notes to the Senior
Debt as provided in this Article.

SECTION 10.07.    SUBROGATION.

                  After all Senior Debt is paid in full and until the Notes are
paid in full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Senior Debt. A distribution made under this Article to holders of Senior Debt
that otherwise would have been made to Holders is not, as between the Company
and Holders, a payment by the Company on the Senior Debt.

SECTION 10.08.    RELATIVE RIGHTS.

                  This Article defines the relative rights of Holders and
holders of Senior Debt. Nothing in this Indenture shall:

                      (i) impair, as between the Company and Holders, the
                          obligation of the Company, which is absolute and
                          unconditional, to pay principal of and interest on the
                          Notes in accordance with their terms;

                     (ii) affect the relative rights of Holders and creditors of
                          the Company other than their rights in relation to
                          holders of Senior Debt; or


                                      -69-
<PAGE>

                    (iii) prevent the Trustee or any Holder from exercising its
                          available remedies upon a Default or Event of Default,
                          subject to the rights of holders and owners of Senior
                          Debt to receive distributions and payments otherwise
                          payable to Holders.

                  If the Company fails because of this Article to pay principal
of or interest on a Note on the due date, the failure is still a Default or
Event of Default.

SECTION 10.09.    SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

                  No right of any holder of Senior Debt to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

SECTION 10.10.    DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to
their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11.    RIGHTS OF TRUSTEE AND PAYING AGENT.

                  Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.


                                      -70-
<PAGE>

SECTION 10.12.    AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of a Note by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article 10, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, the agent under the Credit Facility (or in the absence
of such agent, the lender) is hereby authorized to file an appropriate claim for
and on behalf of the Holders of the Notes.

SECTION 10.13.    AMENDMENTS.

                  The provisions of this Article 10 shall not be amended or
modified without the written consent of the holders of all Senior Debt.

                                  ARTICLE 11.
                                MISCELLANEOUS

SECTION 11.01.    TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA ss.318(c), the imposed duties shall
control.

SECTION 11.02.    NOTICES.

                  Any notice or communication by the Company or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                  If to the Company:

                           Pegasus Satellite Communications, Inc.
                           c/o Pegasus Communications Management Company
                           225 City Line Avenue, Suite 200
                           Bala Cynwyd, PA 19004
                           Telecopier No.: (610) 934-7121
                           Attention:  Marshall W. Pagon

                  With a copy to:

                           Drinker Biddle & Reath LLP
                           One Logan Square
                           Eighteenth & Cherry Streets
                           Philadelphia, PA 19103
                           Telecopier No.: (215) 988-2757
                           Attention: Michael B. Jordan, Esq.


                                      -71-
<PAGE>

                  If to the Trustee:

                           First Union National Bank
                           123 South Broad Street
                           PA 1249
                           Philadelphia, PA 19109
                           Telecopier No.: (215) 670-6340
                           Attention: Corporate Trust Administration

                  The Company or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.
                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA ss. 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 11.03.    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).


                                      -72-
<PAGE>

SECTION 11.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 11.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

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

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

         (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

         (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

SECTION 11.06.    RULES BY TRUSTEE AND AGENTS.

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

SECTION 11.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  STOCKHOLDERS.

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.


                                      -73-
<PAGE>

SECTION 11.08.    GOVERNING LAW.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE AND THE NOTES.

SECTION 11.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 11.10.    SUCCESSORS.

                  All agreements of the Company in this Indenture and the Notes
shall bind its respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.

SECTION 11.11.    SEVERABILITY.

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

SECTION 11.12.    COUNTERPART ORIGINALS.

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

SECTION 11.13.    TABLE OF CONTENTS, HEADINGS, ETC.

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


                                      -74-
<PAGE>

                                   SIGNATURES



                  IN WITNESS WHEREOF, the parties have executed this Indenture
as of the date first written above.





                                          PEGASUS SATELLITE COMMUNICATIONS, INC.


                                          By:___________________________________
                                             Name:
                                             Title:

FIRST UNION NATIONAL BANK


By:_______________________________________
   Name:
   Title:


                                      -75-
<PAGE>

                                    EXHIBIT A

                                 (Face of Note)



                   13 1/2% Senior Subordinated Notes due 2007



                  This Note is issued with original issue discount for purposes
                  of section 1271 et seq. of the Internal Revenue Code. For each
                  $1,000 of principal amount at maturity the issue price is
                  $________ and the amount of original issue discount is
                  $________. The issue date of this Note is ______________, and
                  the yield to maturity is 13 1/2%.


[Insert the Global Legend, if applicable pursuant to the provisions of the
Indenture.]





CUSIP:

No:                                                              $______________



                     Pegasus Satellite Communications, Inc.



promises to pay to ______________ or registered assigns, the principal sum of
______________


Dollars on March 1, 2007

Interest Payment Dates: March 1 and September 1, commencing September 1, 2004.

Record Dates: February 15 and August 15.





                                                          Dated: _____ ___, ____


<PAGE>

                                          PEGASUS SATELLITE COMMUNICATIONS, INC.




                                          By:___________________________________
                                             Name:
                                             Title:



This is one of the

Notes referred to in the

within-mentioned Indenture:



FIRST UNION NATIONAL BANK,

as Trustee



By:_______________________________________

Authorized Officer


                                       2
<PAGE>

                                 (Back of Note)


                   13 1/2% Senior Subordinated Notes due 2007

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

         1.  INTEREST. Pegasus Satellite Communications, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 13 1/2% per annum accruing from March 1, 2004 until maturity. The
Company will pay interest semi-annually on March 1 and September 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from March 1, 2004, or, if later, the date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be September 1, 2004. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

         2.  METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the February 15 or August 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of, premium, if any, and interest on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

         3.  PAYING AGENT AND REGISTRAR. Initially, First Union National Bank,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company may act in any such capacity.


<PAGE>

         4.  INDENTURE. The Company issued the Notes under an Indenture dated as
of _____ __, 2001 (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code ss.ss. 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
such terms. The Notes are general obligations of the Company limited to
$193,100,000 in aggregate principal amount at maturity.

         5.  OPTIONAL REDEMPTION.

             (a) The Notes will not be redeemable at the Company's option prior
         to March 1, 2004. The Notes may be redeemed, in whole or in part, at
         the option of the Company on or after March 1, 2004, at the redemption
         prices specified below (expressed as percentages of the principal
         amount thereof), in each case, together with accrued and unpaid
         interest, if any, thereon to the date of redemption, upon not less than
         30 nor more than 60 days' notice, if redeemed during the twelve-month
         period beginning on March 1 of the years indicated below:


                                                          Redemption
             Year                                            Price
             ----                                         -----------
             2004                                           106.750%
             2005                                           103.375%
             2006 and thereafter                            100.000%


             (b) Notwithstanding the foregoing, prior to March 1, 2002, the
         Company may, on any one or more occasions, use the net proceeds of one
         or more offerings of its Capital Stock to redeem up to 35% of the
         aggregate principal amount at maturity of the Notes at a redemption
         price of 113.5% the Accreted Value thereof; provided that, after any
         such redemption, the aggregate principal amount at maturity of the
         Notes outstanding (excluding Notes held by the Company and its
         Subsidiaries) must equal at least 65% of the Notes issued under the
         Indenture; and provided further, that any such redemption shall occur
         within 90 days of the date of closing of such offering of Capital Stock
         of the Company.

         6.  MANDATORY REDEMPTION. The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

         7.  REPURCHASE AT OPTION OF HOLDER.

             (a) Upon the occurrence of a Change of Control the Company shall be
         obligated to make an offer (a "Change in Control Offer") to each Holder
         of Notes to repurchase all or any part (equal to $1,000 principal
         amount at maturity or an integral multiple thereof) of such Holder's


                                       2
<PAGE>

         Notes at an offer price in cash equal to 101% of the Accreted Value
         thereof on the Change of Control Payment Date, unless the Change of
         Control Payment Date occurs on or after March 1, 2004, in which case
         such offer price shall be equal to 101% of the aggregate principal
         amount thereof, plus accrued and unpaid interest, if any, thereon to
         the date of purchase (the "Change of Control Payment"). Within ten days
         following any Change of Control, the Company shall mail a notice to
         each Holder describing the transaction or transactions that constitute
         the Change of Control and offering to repurchase Notes pursuant to the
         procedures required by the Indenture and described in such notice.

             (b) If the Company or a Restricted Subsidiary consummates any Asset
         Sale, within five days of each date on which the aggregate amount of
         Excess Proceeds exceeds $10.0 million, the Company shall commence an
         offer to all Holders of Notes and the holders of Pari Passu Debt, to
         the extent required by the terms thereof (an "Asset Sale Offer") to
         purchase the maximum principal amount of Notes and Pari Passu Debt that
         may be purchased out of the Excess Proceeds, at an offer price in cash
         in an amount equal to 100% of the Accreted Value thereof, unless the
         Purchase Date occurs on or after March 1, 2004, in which case such
         offer price shall be equal to 100% of the principal amount thereof plus
         accrued and unpaid interest, if any, to the date of purchase, in
         accordance with the procedures set forth in the Indenture or the
         agreements governing Pari Passu Debt, as applicable; provided, however,
         that the Company may only purchase Pari Passu Debt in an Asset Sale
         Offer that was issued pursuant to an indenture having a provision
         substantially similar to the Asset Sale Offer provision contained in
         the Indenture. If the aggregate Accreted Value or principal amount at
         maturity, as the case may be, of Notes and Pari Passu Debt surrendered
         exceeds the amount of Excess Proceeds, the Trustee shall select the
         Notes and Pari Passu Debt to be purchased on a pro rata basis, based
         upon the principal amount thereof surrendered in such Asset Sale Offer.
         Holders of Notes that are the subject of an offer to purchase will
         receive an Asset Sale Offer from the Company prior to any related
         purchase date and may elect to have such Notes purchased by completing
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Notes.

         8.  NOTICE OF REDEMPTION. Notice of Redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 principal amount at maturity may be redeemed in part but only
in whole multiples of $1,000 principal amount at maturity, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.

         9.  DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in all appropriate denominations. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not transfer or exchange any Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, it
need not transfer or exchange any Note for a period of 15 Business Days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.


                                       3
<PAGE>

         10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Notes or the Subsidiary Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Indenture, the Notes or the Subsidiary Guarantees may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes. Without the consent of any Holder of a Note, the
Indenture, the Notes or the Subsidiary Guarantees may be amended or supplemented
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company's or any Subsidiary Guarantor's obligations to Holders
of the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA or to allow any
Subsidiary Guarantor to guarantee the Notes.

         12. DEFAULTS AND REMEDIES. Each of the following constitutes an Event
of Default: (i) default by the Company in the payment of interest on the Notes
when the same becomes due and payable and the Default continues for a period of
30 days; (ii) default by the Company in the payment of the principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption or otherwise; (3) failure by the Company or any Subsidiary to
comply with Sections 4.07, 4.09, 4.10, 4.15, or 5.01 of the Indenture; (4)
failure by the Company or any Subsidiary for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (5) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists, or shall be created hereafter, which
default (a) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment Default")
or (b) results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated,
aggregates $5.0 million or more; (6) a final judgment or final judgments for the
payment of money are entered by a court or courts of competent jurisdiction
against the Company or any Restricted Subsidiary that would be a Significant
Subsidiary and such judgment or judgments remain unpaid, undischarged or
unstayed for a period of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $5.0 million; (7) certain events of bankruptcy or
insolvency with respect to the Company, any Restricted Subsidiary that would
constitute a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary and (8) the
termination of any Subsidiary Guarantee for any reason not permitted by the
Indenture, or the denial by any Subsidiary Guarantor or any Person acting on


                                       4
<PAGE>

behalf of any Subsidiary Guarantor of such Subsidiary Guarantor's obligations
under its respective Subsidiary Guarantee. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount at
maturity of the then outstanding Notes may declare the Default Amount of all the
Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Company, any Restricted Subsidiary that would
constitute a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, the Default
Amount of all outstanding Notes will become due and payable without further
action or notice. Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount at maturity of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount at maturity of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of principal, interest or premium on the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

         13. SUBORDINATION. Each Holder by accepting a Note agrees that the
payment of principal of, premium, if any, and interest on each Note is
subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full of all Senior Debt (whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed), and that the subordination is for the benefit of the
holders of Senior Debt.

         14. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         15. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Company or any Subsidiary Guarantor as such,
shall have any liability for any obligations of the Company or the Subsidiary
Guarantors under the Notes, the Subsidiary Guarantees or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         16. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of



                                       5
<PAGE>

survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

         18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:


                           Pegasus Satellite Communications, Inc.
                           c/o Pegasus Communications Management Company
                           225 City Line Avenue
                           Suite 200
                           Bala Cynwyd, PA 19004
                           Attention:  Chief Financial Officer


                                       6
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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


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


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


--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code) and irrevocably appoint
_________________________________________________________ to transfer this Note
on the books of the Company. The agent may substitute another to act for him.

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

Date:________________
                                            Your Signature:_____________________
                                            (Sign exactly as your name appears
                                            on the face of this Note)

Signature Guarantee.

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:
[ ] Section 4.10 [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
principal amount at maturity you elect to have purchased: $___________

Date:___________________         Your Signature:________________________________
                                 (Sign exactly as your name appears on the Note)


                                 Tax Identification No.:________________________



                                 Signature Guarantee:___________________________


                                       2
<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                           Principal Amount at
                                                  Amount of increase in        Maturity of
                           Amount of decrease           Principal           this Global Note         Signature of
                           in Principal Amount           Amount              following such       authorized officer
                           at Maturity of this       at Maturity of           decrease (or          of Trustee or
    Date of Exchange           Global Note          this Global Note            increase)           Note Custodian
    ----------------       -------------------    ---------------------    -------------------    ------------------
<S>                               <C>                      <C>                      <C>                  <C>

</TABLE>





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

<PAGE>

                                    EXHIBIT B

                      FORM OF SUPPLEMENTAL INDENTURE TO BE
                       DELIVERED BY SUBSIDIARY GUARANTORS


                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of ____________________, between _____________________ (the "Subsidiary
Guarantor"), a subsidiary of Pegasus Satellite Communications, Inc. (or its
successor), a company incorporated under the laws of the State of Delaware (the
"Company"), and First Union National Bank, as trustee under the indenture
referred to below (the "Trustee").

                                W I T N E S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of _____ __, 2001,
providing for the issuance of an aggregate principal amount of $193,100,000 of
13 1/2% Senior Subordinated Discount Notes due 2007 (the "Notes");

                  WHEREAS, Section 4.17 of the Indenture provides that, under
certain circumstances, the Company is required to cause the Subsidiary Guarantor
to execute and deliver to the Trustee a Subsidiary Guarantee on the terms and
conditions set forth herein; and

                  WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Subsidiary Guarantor and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:

                  1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. INDENTURE PROVISION PURSUANT TO WHICH GUARANTEE IS GIVEN.
This Supplemental Indenture is being executed and delivered pursuant to Section
4.17 of the Indenture.

                  3. AGREEMENTS TO GUARANTEE. The Subsidiary Guarantor hereby
agrees as follows:

                     (a) The Subsidiary Guarantor, jointly and severally with
all other Subsidiary Guarantors, if any, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, regardless of the validity and enforceability of
the Indenture, the Notes and the obligations of the Company under the Indenture
and the Notes, that:

<PAGE>

                         (i) the principal of, premium, if any, and interest on
the Notes shall be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of,
premium, if any, and interest on the Notes, to the extent lawful, and all other
obligations of the Company to the Holders or the Trustee thereunder shall be
promptly paid in full, all in accordance with the terms thereof; and

                         (ii) in case of any extension of time for payment or
renewal of any Notes or any of such other obligations, that the same shall be
promptly paid in full when due in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  Notwithstanding the foregoing, in the event that this
Subsidiary Guarantee would constitute or result in a violation of any applicable
fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of the Subsidiary Guarantor under this Supplemental Indenture and its Subsidiary
Guarantee shall be limited to such amount as will not, after giving effect
thereto, and to all other liabilities of the Subsidiary Guarantor, result in
such amount constituting a fraudulent transfer or conveyance.

                  4. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

                     (a) To evidence its Subsidiary Guarantee set forth in this
Supplemental Indenture, the Subsidiary Guarantor hereby agrees that a notation
of such Subsidiary Guarantee substantially in the form of Annex A hereto shall
be endorsed by an officer of such Subsidiary Guarantor on each Note
authenticated and delivered by the Trustee after the date hereof.

                     (b) Notwithstanding the foregoing, the Subsidiary Guarantor
hereby agrees that its Subsidiary Guarantee set forth herein shall remain in
full force and effect notwithstanding any failure to endorse on each Note a
notation of such Subsidiary Guarantee.

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

                     (d) The delivery of the Note by the Trustee, after the
authentication thereof under the Indenture, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the
Subsidiary Guarantor.

                     (e) The Subsidiary Guarantor hereby agrees that its
obligations hereof shall be unconditional, regardless of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.


                                       2
<PAGE>

                     (f) The Subsidiary Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that its Subsidiary Guarantee made pursuant to this Supplemental Indenture will
not be discharged except by complete performance of the obligations contained in
the Notes and the Indenture or pursuant to Section 5(b) of this Supplemental
Indenture.

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

                     (h) The Subsidiary Guarantor hereby waives and will not in
any manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Subsidiary Guarantor as a result of any payment by such Subsidiary
Guarantor under its Subsidiary Guarantee. The Subsidiary Guarantor further
agrees that, as between the Subsidiary Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand:

                         (i) the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Six of the Indenture for the purposes
of the Subsidiary Guarantee made pursuant to this Supplemental Indenture,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby; and

                         (ii) in the event of any declaration of acceleration of
such obligations as provided in Article Six, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Subsidiary
Guarantor for the purpose of the Subsidiary Guarantee made pursuant to this
Supplemental Indenture.

                     (i) The Subsidiary Guarantor shall have the right to seek
contribution from any other non-paying Subsidiary Guarantor, if any, so long as
the exercise of such right does not impair the rights of the Holders under the
Subsidiary Guarantee made pursuant to this Supplemental Indenture.

                     (j) The Subsidiary Guarantor covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of the Indenture or this
Subsidiary Guarantee; and the Subsidiary Guarantor (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any


                                       3
<PAGE>

power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                  5. SUBSIDIARY GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN
TERMS.

                     (a) Except as set forth in Articles Four and Five of the
Indenture, nothing contained in the Indenture, this Supplemental Indenture or in
the Notes shall prevent any consolidation or merger of the Subsidiary Guarantor
with or into the Company or any other Subsidiary Guarantor or shall prevent any
transfer, sale or conveyance of the property of the Subsidiary Guarantor as an
entirety or substantially as an entirety, to the Company or any other Subsidiary
Guarantor.

                     (b) Except as set forth in Article Four and Five of the
Indenture, upon the sale or disposition of all of the assets of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Subsidiary Guarantor, then such
Subsidiary Guarantor (in the even of a sale or other disposition, by way of such
a merger, consolidation or otherwise, of all the capital stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event of
a sale or other disposition of all of the assets of such Subsidiary Guarantor)
will be released and relieved of any obligation under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with Section 4.10 of the Indenture. Except with respect to
transactions set forth in the preceding sentence, the Company and the Subsidiary
Guarantor covenant and agree that upon any such merger, consolidation or sale of
assets, the performance of all covenants and conditions of this Supplemental
Indenture to be performed by such Subsidiary Guarantor shall be expressly
assumed by supplemental indenture satisfactory in form to the Trustee, by the
corporation formed by such consolidation, or into which the Subsidiary Guarantor
shall have merged, or by the corporation which shall have acquired such
property. Upon receipt of an Officers' Certificate of the Company or the
Subsidiary Guarantor, as the case may be, to the effect that the Company or such
Subsidiary Guarantor has complied with the first sentence of this Section 5(b),
the Trustee shall execute any documents reasonably requested by the Company or
the Subsidiary Guarantor, at the cost of the Company or such Subsidiary
Guarantor, as the case may be, in order to evidence the release of such
Subsidiary Guarantor from its obligations under its Guarantee endorsed on the
Notes and under the Indenture and this Supplemental Indenture.

                  6. RELEASES UPON RELEASE OF GUARANTEE OF GUARANTEED
INDEBTEDNESS. Concurrently with the release or discharge of the Subsidiary
Guarantor's guarantee of the payment of [describe indebtedness the guarantee of
which gave rise to the delivery of this Supplemental Indenture] ("Guaranteed
Debt") (other than a release or discharge by or as a result of payment under
such guarantee of Guaranteed Indebtedness), the Subsidiary Guarantor shall be
automatically and unconditionally released and relieved of its obligations under
this Supplemental Indenture and its Subsidiary Guarantee made pursuant to
Section 4 of this Supplemental Indenture. Upon delivery by the Company to the


                                       4
<PAGE>

Trustee of an Officer's Certificate to the effect that such release or discharge
has occurred, the Trustee shall execute any documents reasonably required in
order to evidence the release of the Subsidiary Guarantor from its obligations
under this Supplemental Indenture and its Subsidiary Guarantee made pursuant
hereto; provided such documents shall not affect or impair the rights of the
Trustee and Paying Agent under Section 7.07 of the Indenture.

                  7. NEW YORK LAW TO GOVERN. The internal law of the State of
New York shall govern and be used to construe this Supplemental Indenture.

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

                  9. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not effect the construction hereof.

   [ADD SUBORDINATION PROVISIONS IF REQUIRED BY SECTION 4.17 OF THE INDENTURE]

                         [Signatures on following page]


                                       5
<PAGE>


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



Dated:_____________________, _______________         [Subsidiary Guarantor]



                                                     By:________________________
                                                        Name:
                                                        Title:

Dated:_____________________, _______________

                                                     as Trustee

                                                     By:________________________
                                                        Name:
                                                        Title:

                                       6
<PAGE>


                        ANNEX A TO SUPPLEMENTAL INDENTURE

                FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE

                  Each Subsidiary Guarantor (as defined in the Indenture) has
jointly and severally unconditionally guaranteed (a) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes, whether
at stated maturity or an Interest Payment Date, by acceleration, call for
redemption or otherwise, (b) the due and punctual payment of interest on the
overdue principal and premium of, and interest, to the extent lawful, on the
Notes and (c) that in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due in accordance with the terms of the extension of renewal, whether at
stated maturity, by acceleration or otherwise.

                  Notwithstanding the foregoing, in the event that the
Subsidiary Guarantee would constitute or result in a violation of any applicable
fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of the Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to
such amount as will not, after giving effect thereto, and to all other
liabilities of the Subsidiary Guarantor, result in such amount constituting a
fraudulent transfer or conveyance.

                  [Add references to subordination provisions if required by
Section 4.17 of the Indenture.]

                  The Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which the
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual or facsimile signature of one of its authorized
officers.

Dated:__________________________            [Subsidiary Guarantor]


                                            By:________________________________
                                               Name:
                                               Title:

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                                TABLE OF CONTENTS

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ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE.........................1

    SECTION 1.01.  Definitions.................................................1

    SECTION 1.02.  Other Definitions..........................................18

    SECTION 1.03.  Incorporation by Reference of Trust Indenture Act..........19

    SECTION 1.04.  Rules of Construction......................................19

ARTICLE 2.  THE NOTES.........................................................20

    SECTION 2.01.  Form and Dating............................................20

    SECTION 2.02.  Execution and Authentication...............................20

    SECTION 2.03.  Registrar and Paying Agent.................................21

    SECTION 2.04.  Paying Agent to Hold Money in Trust........................21

    SECTION 2.05.  Holder Lists...............................................22

    SECTION 2.06.  Transfer and Exchange......................................22

    SECTION 2.07.  Replacement Notes..........................................25

    SECTION 2.08.  Outstanding Notes..........................................25

    SECTION 2.09.  Treasury Notes.............................................26

    SECTION 2.10.  Temporary Notes............................................26

    SECTION 2.11.  Cancellation...............................................26

    SECTION 2.12.  Defaulted Interest.........................................27

ARTICLE 3.  REDEMPTION AND PREPAYMENT.........................................27

    SECTION 3.01.  Notices to Trustee.........................................27

    SECTION 3.02.  Selection of Notes to Be Redeemed..........................27

    SECTION 3.03.  Notice of Redemption.......................................28

    SECTION 3.04.  Effect of Notice of Redemption.............................29

    SECTION 3.05.  Deposit of Redemption or Purchase Price....................29

    SECTION 3.06.  Notes Redeemed or Purchased in Part........................29

    SECTION 3.07.  Optional Redemption........................................29

    SECTION 3.08.  Mandatory Redemption.......................................30

    SECTION 3.09.  Offer to Purchase by Application of Excess Proceeds........30


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ARTICLE 4.  COVENANTS.........................................................33

    SECTION 4.01.  Payment of Notes...........................................33

    SECTION 4.02.  Maintenance of Office or Agency............................33

    SECTION 4.03.  Reports....................................................33

    SECTION 4.04.  Compliance Certificate.....................................34

    SECTION 4.05.  Taxes......................................................35

    SECTION 4.06.  Stay, Extension and Usury Laws.............................35

    SECTION 4.07.  Restricted Payments........................................35

    SECTION 4.08.  Dividend and Other Payment Restrictions Affecting
                     Subsidiaries.............................................37

    SECTION 4.09.  Incurrence of Indebtedness and Issuance of Preferred
                     Stock....................................................38

    SECTION 4.10.  Asset Sales................................................40

    SECTION 4.11.  Transactions with Affiliates...............................42

    SECTION 4.12.  Liens......................................................43

    SECTION 4.13.  Limitation of Certain Subsidiary Indebtedness
                     and Preferred Stock......................................43

    SECTION 4.14.  Continued Existence........................................43

    SECTION 4.15.  Offer to Repurchase Upon Change of Control.................43

    SECTION 4.16.  Limitation on Issuances and Sales of Capital Stock of
                     Wholly Owned Restricted Subsidiaries.....................45

    SECTION 4.17.  Limitation on Issuance of Subsidiary Guarantees............45

    SECTION 4.18.  No Senior Subordinated Debt................................46

ARTICLE 5.  SUCCESSORS........................................................46

    SECTION 5.01.  Merger, Consolidation, or Sale of Assets...................46

    SECTION 5.02.  Successor Corporation Substituted..........................47

ARTICLE 6.  DEFAULTS AND REMEDIES.............................................48

    SECTION 6.01.  Events of Default..........................................48

    SECTION 6.02.  Acceleration...............................................51



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    SECTION 6.03.  Other Remedies.............................................51

    SECTION 6.04.  Waiver of Past Defaults....................................51

    SECTION 6.05.  Control by Majority........................................52

    SECTION 6.06.  Limitation on Suits........................................52

    SECTION 6.07.  Rights of Holders of Notes to Receive Payment..............52

    SECTION 6.08.  Collection Suit by Trustee.................................52

    SECTION 6.09.  Trustee May File Proofs of Claim...........................53

    SECTION 6.10.  Priorities.................................................53

    SECTION 6.11.  Undertaking for Costs......................................54

ARTICLE 7.  TRUSTEE...........................................................54

    SECTION 7.01.  Duties of Trustee..........................................54

    SECTION 7.02.  Rights of Trustee..........................................55

    SECTION 7.03.  Individual Rights of Trustee...............................55

    SECTION 7.04.  Trustee's Disclaimer.......................................56

    SECTION 7.05.  Notice of Defaults.........................................56

    SECTION 7.06.  Reports by Trustee to Holders of the Notes.................56

    SECTION 7.07.  Compensation and Indemnity.................................56

    SECTION 7.08.  Replacement of Trustee.....................................57

    SECTION 7.09.  Successor Trustee by Merger, Etc...........................58

    SECTION 7.10.  Eligibility; Disqualification..............................58

    SECTION 7.11.  Preferential Collection of Claims Against Company..........59

ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE..........................59

    SECTION 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance...59

    SECTION 8.02.  Legal Defeasance and Discharge.............................59

    SECTION 8.03.  Covenant Defeasance........................................59

    SECTION 8.04.  Conditions to Legal or Covenant Defeasance.................60

    SECTION 8.05.  Deposited Money and Government Securities to be Held
                     in Trust; Other Miscellaneous Provisions.................62



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    SECTION 8.06.  Repayment to Company.......................................62

    SECTION 8.07.  Reinstatement..............................................63

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER..................................63

    SECTION 9.01.  Without Consent of Holders of Notes........................63

    SECTION 9.02.  With Consent of Holders of Notes...........................64

    SECTION 9.03.  Compliance with Trust Indenture Act........................65

    SECTION 9.04.  Revocation and Effect of Consents..........................65

    SECTION 9.05.  Notation on or Exchange of Notes...........................66

    SECTION 9.06.  Trustee to Sign Amendments, Etc............................66

ARTICLE 10. SUBORDINATION.....................................................66

    SECTION 10.01. Agreement To Subordinate...................................66

    SECTION 10.02. Certain Definitions........................................67

    SECTION 10.03. Liquidation; Dissolution; Bankruptcy.......................67

    SECTION 10.04. Default on Designated Senior Debt..........................68

    SECTION 10.05. When Distribution Must be Paid Over........................68

    SECTION 10.06. Notice by Company..........................................69

    SECTION 10.07. Subrogation................................................69

    SECTION 10.08. Relative Rights............................................69

    SECTION 10.09. Subordination May Not be Impaired by Company...............70

    SECTION 10.10. Distribution or Notice to Representative...................70

    SECTION 10.11. Rights of Trustee and Paying Agent.........................70

    SECTION 10.12. Authorization to Effect Subordination......................71

    SECTION 10.13. Amendments.................................................71

ARTICLE 11. MISCELLANEOUS.....................................................71

    SECTION 11.01. Trust Indenture Act Controls...............................71

    SECTION 11.02. Notices....................................................71

    SECTION 11.03. Communication by Holders of Notes with Other
                     Holders of Notes.........................................72

    SECTION 11.04. Certificate and Opinion as to Conditions Precedent.........73

    SECTION 11.05. Statements Required in Certificate or Opinion..............73

    SECTION 11.06. Rules by Trustee and Agents................................73

    SECTION 11.07. No Personal Liability of Directors, Officers,
                     Employees and Stockholders...............................73

    SECTION 11.08. Governing Law..............................................74

    SECTION 11.09. No Adverse Interpretation of Other Agreements..............74

    SECTION 11.10. Successors.................................................74

    SECTION 11.11. Severability...............................................74

    SECTION 11.12. Counterpart Originals......................................74

    SECTION 11.13. Table of Contents, Headings, Etc...........................74


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