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                                                              EXECUTION VERSION

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                               MERRILL CORPORATION


                     12 % SENIOR SUBORDINATED NOTES DUE 2009


                  Guaranteed to the extent set forth herein by
                           the Guarantors named herein


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


                                    INDENTURE


                          Dated as of November 23, 1999


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


                          NORWEST BANK MINNESOTA, N.A.


                                   as TRUSTEE
                           ---------------------------




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         INDENTURE dated as of November 23, 1999, between Merrill Corporation, a
Minnesota corporation (referred to herein as the "COMPANY"), the guarantors
(each, a "GUARANTOR" and together, the "GUARANTORS"), and Norwest Bank
Minnesota, N.A., as trustee (the "TRUSTEE").

         The Company, Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 12% Senior Subordinated Notes due 2009 (the "NOTES").

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01   DEFINITIONS.

         "144A GLOBAL NOTE" means a global Note in substantially the form of
Exhibit A-1 hereto bearing the Global Note Legend and having the "Schedule of
Exchanges of Interests in the Global Note" attached thereto and deposited with
or on behalf of and registered in the name of the Depositary or its nominee,
issued in accordance with Section 2.01(b).

         "ACCOUNTS RECEIVABLE SUBSIDIARY" means an Unrestricted Subsidiary of
the Company to which the Company or any of its Restricted Subsidiaries sells any
of its accounts receivable pursuant to a Receivables Facility.

         "ACQUIRED INDEBTEDNESS" means, with respect to any specified Person,
(a) 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 (b) Indebtedness secured by a Lien
encumbering an asset acquired by such specified Person at the time such asset is
acquired by such specified Person.

         "ADDITIONAL NOTES" means Notes (other than the Initial Notes) issued
under this Indenture in accordance with and subject to compliance with Sections
2.02 and 4.09 hereof that (i) are issued as part of the same class as the
Initial Notes and (ii) have the same terms in all respects as the Initial Notes
or the same terms in all respects except for the payment of interest in the
Initial Notes (a) scheduled and paid prior to the date of original issuance of
such additional Notes or (b) payable on the first Interest Payment Date
following such date of original issuance.

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

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


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         "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 Cedelbank that apply to such transfer or exchange.

         "ASSET SALE" means (a) the sale, lease, conveyance, disposition or
other transfer (a "disposition") of any properties, assets or rights (including,
without limitation, by way of a sale and leaseback) (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
Sections 4.14 and/or 5.01 and not by the provisions of Section 4.10), and (b)
the issuance, sale or transfer 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 (a) or (b) above, whether in a single
transaction or a series of related transactions (i) that have a fair market
value in excess of $5.0 million or (ii) for net proceeds in excess of $5.0
million. Notwithstanding the foregoing, the following items shall not be deemed
to be Asset Sales: (a) dispositions in the ordinary course of business; (b) a
disposition of assets by the Company to a Restricted Subsidiary or by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary; (c) a
disposition of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary; (d) the sale and leaseback of any assets within
90 days of the acquisition thereof; (e) foreclosures on assets; (f) any exchange
of like property pursuant to Section 1031 of the Internal Revenue Code of 1986,
as amended, for use in a Permitted Business; (g) any sale of Equity Interests
in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (h) a
Permitted Investment or a Restricted Payment that is permitted by Section 4.07
hereof; (i) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility; and (j) the licensing or sale of
intellectual property.

         "ATTRIBUTABLE INDEBTEDNESS" in respect of a sale and leaseback
transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
(including, without limitation, any period for which such lease has been
extended or may, at the option of the lessor, be extended).

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

         "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 EXPENDITURE INDEBTEDNESS" means Indebtedness or Disqualified
Stock incurred by any Person to finance the purchase or construction of any
property or assets acquired or constructed by such Person which have a useful
life of more than one year so long as (a) the purchase or construction price for
such property or assets is included in "addition to property, plant or
equipment" in accordance with GAAP, (b) the acquisition or construction of such
property or assets is not part of any acquisition of a Person or line of
business and (c) such Indebtedness or Disqualified Stock is incurred within 90
days of the acquisition or completion of construction of such property or
assets.


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         "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 (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) 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) Government Securities, (ii) any
certificate of deposit maturing not more than 365 days after the date of
acquisition issued by, or demand deposit or time deposit of, an Eligible
Institution or any lender under the New Credit Facility, (iii) commercial paper
maturing not more than 365 days after the date of acquisition of an issuer
(other than an Affiliate of the Company) with a rating, at the time as of which
any investment therein is made, of "A-3" (or higher) according to S&P or "P-2"
(or higher) according to Moody's or carrying an equivalent rating by a
nationally recognized rating agency if both of the two named rating agencies
cease publishing ratings of investments, (iv) any bankers acceptances or money
market deposit accounts issued by an Eligible Institution, (v) any fund
investing exclusively in investments of the types described in clauses (i)
through (iv) above and (vi) in the case of any Subsidiary organized or having
its principal place of business outside the United States, investments
denominated in the currency of the jurisdiction in which such Subsidiary is
organized or has its principal place of business which are similar to the items
specified in clauses (i) through (v) above (including, without limitation, any
deposit with a bank that is a lender to any Restricted Subsidiary).

         "CEDELBANK" means Cedelbank, societe anonyme.

         "CHANGE OF CONTROL" means the occurrence of any of the following: (a)
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 Subsidiaries, taken as a
whole, to any "person" or "group" (as such terms are used in Section 13(d) of
the Exchange Act), other than the Principals and their Related Parties; (b) the
adoption of a plan for the liquidation or dissolution of the Company; (c) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" or "group" (as such
terms are used in Section 13(d) of the Exchange Act), other than the Principals
and their Related Parties, becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly through one or more intermediaries, of 50% or more of the voting
power of the outstanding voting equity interests of the Company; or (d) the
first day on which a majority of the members of the Board of Directors are not
Continuing Members.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMPANY" means Merrill Corporation, a Minnesota corporation, until a
successor corporation shall have become such pursuant to Section 5.02 and
thereafter "Company" shall mean such successor corporation.


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         "CONSOLIDATED CASH FLOW" means, with respect to any Person for any
period, the Consolidated Net Income of such Person and its Restricted
Subsidiaries for such period plus, to the extent deducted in computing
Consolidated Net Income, (a) provision for taxes based on income or profits of
such Person and its Restricted Subsidiaries for such period, (b) Fixed Charges
of such Person for such period, (c) depreciation, amortization (including,
without limitation, amortization of goodwill and other intangibles) and all
other non-cash charges (excluding any such non-cash charge, to the extent that
it represents an accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such
Person and its Restricted Subsidiaries for such period, (d) net periodic
post-retirement benefits, (e) other income or expense net as set forth on the
face of such Person's statement of operations, (f) expenses and charges related
to the Merger and the Merger Financing (including, without limitation, the
Financial Advisory Fee and any payments made pursuant to the Merger Agreement),
the New Credit Facility (including, without limitation, commitment, syndication
and arrangement fees payable thereunder) and the Offering (including, without
limitation, underwriting discounts and commissions in connection therewith) and
the application of the proceeds thereof and (g) any non-capitalized transaction
costs incurred in connection with actual, proposed or abandoned financings,
acquisitions or divestitures (including, but not limited to, financing and
refinancing fees and costs incurred in connection with the Merger and Merger
Financing), in each case, on a consolidated basis and determined in accordance
with GAAP. Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, the Fixed Charges of, and the depreciation and
amortization and other non-cash charges of, a Restricted Subsidiary of a Person
shall be added to Consolidated Net Income to compute Consolidated Cash Flow only
to the extent (and in the same proportion) that Net Income of such Restricted
Subsidiary was included in calculating the Consolidated Net Income of such
Person.

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, the sum of, without duplication, (a) the interest expense of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP (including, without limitation, amortization
of original issue discount, non-cash interest payments, the interest component
of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Indebtedness, 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; PROVIDED
that in no event shall (i) any amortization of deferred financing costs (ii)
interest expense attributable to any defeased (covenant or legal) Indebtedness
and (iii) any non-cash interest expense on preferred stock or warrants (other
than non-cash interest expense on Disqualified Stock) be included in
Consolidated Interest Expense); and (b) the consolidated capitalized interest of
such Person and its Restricted Subsidiaries for such period, whether paid or
accrued; PROVIDED, HOWEVER, that Receivables Fees shall be deemed not to
constitute Consolidated Interest Expense. Notwithstanding the foregoing, the
Consolidated Interest Expense with respect to any Restricted Subsidiary that is
not a Wholly Owned Restricted Subsidiary shall be included only to the extent
(and in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income.

         "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 (a) the Net Income (or loss) of any Person that is not
a Restricted 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


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distributions paid in cash to the referent Person or a Restricted Subsidiary
thereof, (b) the Net Income (or loss) of any Restricted Subsidiary other than a
Subsidiary organized or having its principal place of business outside the
United States shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income (or loss) is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary, except for any such restriction existing under or by
reason of the New Credit Facility, (c) the Net Income (or loss) of any Person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded and (d) the cumulative effect of a change
in accounting principles shall be excluded.

         "CONTINUING MEMBERS" means, as of any date of determination, any member
of the Board of Directors who (a) was a member of such Board of Directors
immediately after consummation of the Merger and the Merger Financing or (b) was
nominated for election or elected to such Board of Directors with the approval
of, or whose election to the Board of Directors was ratified by, at least a
majority of the Continuing Members who were members of such Board of Directors
at the time of such nomination or election or was proposed by DLJ Merchant
Banking funds.

         "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

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

         "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.

         "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-1 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 DTC or any successor thereto.

         "DESIGNATED NONCASH CONSIDERATION" means the fair market value of
non-cash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, executed by the principal executive officer
and the principal financial officer of the Company, less the amount of cash or
Cash Equivalents received in connection with a sale of such Designated Noncash
Consideration.

         "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 (other than any event solely
within the control of the issuer thereof), matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, is exchangeable for


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Indebtedness (except to the extent exchangeable at the option of such Person
subject to the terms of any debt instrument to which such Person is a party) or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date on which the Notes mature; PROVIDED that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the
right to require the issuer to repurchase such Capital Stock upon the occurrence
of a Change of Control or an Asset Sale shall not constitute Disqualified Stock
if the terms of such Capital Stock provide that the issuer may not repurchase or
redeem any such Capital Stock pursuant to such provisions unless such repurchase
or redemption complies with Section 4.07 hereof; and PROVIDED FURTHER that, if
such Capital Stock is issued to any plan for the benefit of employees of the
Company or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations.

          "DLJ MERCHANT BANKING FUNDS" means DLJ Merchant Banking Partners II,
L.P. and its Affiliates.

         "DTC" means The Depository Trust Company.

         "DOMESTIC SUBSIDIARY" means a Subsidiary that is organized under the
laws of the United States or any State, district or territory thereof.

         "ELIGIBLE INSTITUTION" means a commercial banking institution that has
combined capital and surplus not less than $100.0 million or its equivalent in
foreign currency, whose short-term debt is rated "A-3" or higher according to
Standard & Poor's Ratings Group ("S&P") or "P-2" or higher according to Moody's
Investor Services, Inc. ("MOODY'S") or carrying an equivalent rating by a
nationally recognized rating agency if both of the two named rating agencies
cease publishing ratings of investments.

         "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.

         "EXCHANGE NOTES" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

         "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

          "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

         "EXISTING INDEBTEDNESS" means Indebtedness or Disqualified Stock of the
Company and its Restricted Subsidiaries (other than Indebtedness under the New
Credit Facility) in existence on the Original Issuance Date, until such amounts
are repaid.


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         "FAIR MARKET VALUE" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Unless the TIA
otherwise requires, fair market value shall be determined by the Board of
Directors acting reasonably and in good faith and shall be evidenced by a
resolution of the Board of Directors delivered to the Trustee.

         "FINANCIAL ADVISORY FEE" means the annual advisory fee of $300,000 to
be paid to Donaldson, Lufkin & Jenrette Securities Corporation, as described in
the Company's Offering Memorandum, dated November 18, 1999, relating to the
Offering.

         "FIXED CHARGES" means, with respect to any Person for any period, the
sum, without duplication, of (a) the Consolidated Interest Expense of such
Person for such period and (b) all dividend payments on any series of preferred
stock of such Person (other than dividends payable solely in Equity Interests
that are not Disqualified Stock) and any non-cash dividends on preferred stock
that is not Disqualified Stock, in each case, on a consolidated basis and in
accordance with GAAP.

         "FIXED CHARGE COVERAGE RATIO" means, with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
(exclusive of amounts attributable to discontinued operations, as determined in
accordance with GAAP, or operations and businesses disposed of prior to the
Calculation Date (as defined)) to the Fixed Charges of such Person for such
period (exclusive of amounts attributable to discontinued operations, as
determined in accordance with GAAP, or operations and businesses disposed of
prior to the Calculation Date). In the event that the referent Person or any of
its Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other
than revolving credit borrowings) or issues or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving PRO FORMA effect
to such incurrence, assumption, guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock and the use of the proceeds therefrom,
as if the same had occurred at the beginning of the applicable four-quarter
reference period. In addition, for purposes of making the computation referred
to above, the Merger, and acquisitions that have been made by the Company or any
of its Subsidiaries, including, without limitation, all mergers or
consolidations and any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated to include the Consolidated Cash Flow of the acquired
entities on a PRO forma basis after giving effect to cost savings reasonably
expected to be realized in connection with such acquisition, as determined in
good faith by an officer of the Company (regardless of whether such cost savings
could then be reflected in PRO FORMA financial statements under GAAP, Regulation
S-X promulgated by the Commission or any other regulation or policy of the
Commission) and without giving effect to clause (c) of the proviso set forth in
the definition of Consolidated Net Income.

         "FOREIGN CREDIT FACILITIES" means any Indebtedness of a Restricted
Subsidiary organized or having its principal place of business outside the
United States.


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

         "GLOBAL NOTES" means, individually and collectively, each of the 144A
Global Notes, the Regulation S Temporary Global Notes and the Unrestricted
Global Notes.

         "GLOBAL NOTE LEGEND" means the legend set forth in Section 2.06(h)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

         "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, letters of credit or
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

         "GUARANTORS" means (i) each Wholly Owned Restricted Subsidiary of the
Company on the date of this Indenture that is a Domestic Subsidiary as set forth
on Schedule A hereto and (ii) any other Subsidiary that executes a guarantee of
the Notes in accordance with provisions of this Indenture.

         "HEDGING OBLIGATIONS" means, with respect to any Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (b) forward foreign
exchange contracts or currency swap agreements, (c) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency values and (d) agreements designed to protect such Person
against fluctuations in raw material prices, including paper.

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

         "INDEBTEDNESS" means, with respect to any Person, any indebtedness of
such Person 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 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 or customer advances, 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;
PROVIDED that Indebtedness shall not include the pledge by the Company of the
Capital Stock of an Unrestricted Subsidiary of the Company to secure
Non-Recourse Debt of such Unrestricted Subsidiary. The amount of any


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Indebtedness outstanding as of any date shall be (a) the accreted value thereof,
in the case of any Indebtedness that does not require current payments of
interest, and (b) the principal amount thereof (together with any interest
thereon that is more than 30 days past due), in the case of any other
Indebtedness; PROVIDED that the principal amount of any Indebtedness that is
denominated in any currency other than United States dollars shall be the amount
thereof, as determined pursuant to the foregoing provision, converted into
United States dollars at the Spot Rate in effect on the date that such
Indebtedness was incurred (or, if such Indebtedness was incurred prior to the
Original Issuance Date, the Spot Rate in effect on the Original Issuance Date).

          "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.

         "INITIAL NOTES" means the first $140,000,000 aggregate principal amount
of Notes issued under this Indenture on the Original Issuance Date.

         "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and which is not also a QIB.

         "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, without limitation, guarantees by the referent Person
of, and Liens on any assets of the referent Person securing, Indebtedness or
other obligations of other Persons), advances or capital contributions
(excluding (a) commission, travel and similar advances to officers and employees
made in the ordinary course of business and (b) extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
PROVIDED that an investment by the Company for consideration consisting of
common equity securities of the Company shall not be deemed to be an Investment
(other than for purposes of clause (iii) of the definition of "Qualified
Proceeds"). If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 4.07 hereof.

         "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or the city in which the principal
corporate trust office of the Trustee is located, or at a place of payment, are
authorized by law, regulation or executive order to remain closed. If a payment
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.


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         "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "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, without limitation, 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).

         "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "MANAGEMENT LOANS" means one or more loans by the Company to employees,
independent contractors and/or directors of the Company and any of its
Restricted Subsidiaries to finance the purchase by such employees, independent
contractors and directors of common stock of the Company.

         "MERGER" means the merger of Viking, a Minnesota corporation, with and
into the Company pursuant to the terms of the Merger Agreement.

         "MERGER AGREEMENT" means that certain Agreement and Plan of Merger
dated as of July 14, 1999 between the Company and Viking, a company controlled
by DLJ Merchant Banking Partners II, L.P. and its affiliates, as amended.

         "MERGER FINANCING" means (i) the issuance and sale by Viking of its
common stock, warrants to purchase common stock and preferred stock for
consideration; (ii) the issuance and sale by the Company of the Units; and (iii)
the execution and delivery by the Company and certain of its subsidiaries of the
New Credit Facility and the borrowing of loans, if any, and issuance of letters
of credit thereunder; in each case to fund the Merger and related transactions,
including without limitation, the payment of fees and expenses and the
refinancing of outstanding indebtedness of the Company and its subsidiaries.

         "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, (a) any gain (or
loss), together with any related provision for taxes on such gain (or loss),
realized in connection with (i) any Asset Sale (including, without limitation,
dispositions pursuant to sale and leaseback transactions) or (ii) the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; and (b) any extraordinary or nonrecurring gain (or loss), together
with any related provision for taxes on such extraordinary or nonrecurring gain
(or 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,
without duplication, (a) the direct costs relating to such Asset Sale
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions,


                                       10
<PAGE>

recording fees, title transfer fees and appraiser fees and cost of preparation
of assets for sale and any relocation expenses incurred as a result thereof, (b)
taxes paid or payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements), (c)
amounts required to be applied to the repayment of Indebtedness (other than
revolving credit Indebtedness incurred pursuant to the New Credit Facility)
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and (d) any reserve established in accordance with GAAP or any amount
placed in escrow, in either case for adjustment in respect of the sale price of
such asset or assets until such time as such reserve is reversed or such escrow
arrangement is terminated, in which case Net Proceeds shall include only the
amount of the reserve so reversed or the amount returned to the Company or its
Restricted Subsidiaries from such escrow arrangement, as the case may be.

         "NEW CREDIT FACILITY" means that certain Credit Agreement, dated as of
November 23, 1999 among Merrill Communications LLC, as borrower, the Company as
guarantor, various financial institutions party thereto and DLJ Capital Funding,
Inc., as syndication agent, including, without limitation, any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and, in each case, as amended, modified, renewed,
refunded, replaced or refinanced from time to time, including, without
limitation, any agreement (i) extending or shortening the maturity of any
Indebtedness incurred thereunder or contemplated thereby, (ii) adding or
deleting lenders, borrowers or guarantors thereunder, (iii) increasing the
amount of Indebtedness incurred thereunder or available to be borrowed
thereunder (PROVIDED that on the date such Indebtedness is incurred it would not
be prohibited by Section 4.09 hereof) or (iv) otherwise altering the terms and
conditions thereof.

         "NON-RECOURSE DEBT" means Indebtedness (i) no default with respect to
which (including, without limitation, 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 (ii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock (other than the stock
of an Unrestricted Subsidiary pledged by the Company to secure debt of such
Unrestricted Subsidiary) or assets of the Company or any of its Restricted
Subsidiaries; PROVIDED that in no event shall Indebtedness of any Unrestricted
Subsidiary fail to be Non-Recourse Debt solely as a result of any default
provisions contained in a guarantee thereof by the Company or any of its
Restricted Subsidiaries if the Company or such Restricted Subsidiary was
otherwise permitted to incur such guarantee pursuant to this Indenture.

         "NON-U.S. PERSON" means a Person who is not a U.S. Person.

         "NOTE CUSTODIAN" means the Trustee, as custodian with respect to the
Global Notes, or any successor entity thereto.

         "NOTE GUARANTEES" means the guarantees by the Guarantors of the
Company's payment obligations under this Indenture and the Notes.

         "NOTES" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.


                                       11
<PAGE>

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

          "OFFERING" means the offering of the Units issued on the Original
Issuance Date by the Company.

         "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 or any 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
Sections 12.04 and 12.05 hereof.

         "OPINION OF COUNSEL" means an opinion in form and substance reasonably
satisfactory to the Trustee and from legal counsel who is reasonably acceptable
to the Trustee, that meets the requirements of Sections 12.04 and 12.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

         "ORIGINAL ISSUANCE DATE" means November 23, 1999, the date on which
Notes are first issued and authenticated under this Indenture.

         "PARI PASSU INDEBTEDNESS" means Indebtedness of the Company that ranks
PARI PASSU in right of payment to the Notes.

         "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Cedelbank, a Person who has an account with the Depositary, Euroclear or
Cedelbank, respectively (and, with respect to the Depositary, shall include
Euroclear and Cedelbank).

          "PARTICIPATING BROKER-DEALER" has the meaning set forth in the
Registration Rights Agreement.

         "PERMITTED BUSINESS" means any Person engaged directly or indirectly in
the communications and document services business or any business reasonably
related, incidental or ancillary thereto.

         "PERMITTED INVESTMENTS" means (a) any Investment in the Company or in a
Restricted Subsidiary of the Company; (b) any Investment in cash or Cash
Equivalents; (c) any Investment 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 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) any Investment 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; (e) any Investment acquired solely
in exchange for Equity Interests (other than Disqualified Stock) of the


                                       12
<PAGE>

Company; (f) any Investment in a Person engaged in a Permitted Business (other
than an Investment in an Unrestricted Subsidiary) having an aggregate fair
market value, taken together with all other Investments made pursuant to this
clause (f) that are at that time outstanding, not to exceed 15% of Total Assets
at the time of such Investment (with the fair market value of each Investment
being measured at the time made and without giving effect to subsequent changes
in value); (g) Investments relating to any special purpose Wholly Owned
Subsidiary of the Company organized in connection with a Receivables Facility
that, in the good faith determination of the Board of Directors, are necessary
or advisable to effect such Receivables Facility; (h) the Management Loans or
Investment in the Company to fund Management Loans; (i) Hedging Obligations
permitted to be incurred under Section 4.09 hereof; and (j) any Investment
acquired in exchange for the license or sale of intellectual property.

         "PERMITTED LIENS" means: (i) Liens on property of a Person existing at
the time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary, PROVIDED that such Liens were not incurred in
contemplation of such merger or consolidation and do not secure any property or
assets of the Company or any Restricted Subsidiary other than the property or
assets subject to the Liens prior to such merger or consolidation; (ii) Liens
existing on the Original Issuance Date; (iii) Liens securing Indebtedness
consisting of Capitalized Lease Obligations, purchase money Indebtedness,
mortgage financings, industrial revenue bonds or other monetary obligations, in
each case incurred solely for the purpose of financing all or any part of the
purchase price or cost of construction or installation of assets used in the
business of the Company or its Restricted Subsidiaries, or repairs, additions or
improvements to such assets; PROVIDED that (A) such Liens secure Indebtedness in
an amount not in excess of the original purchase price or the original cost of
any such assets or repair, additional or improvement thereto (plus an amount
equal to the reasonable fees and expenses in connection with the incurrence of
such Indebtedness), (B) such Liens do not extend to any other assets of the
Company or its Restricted Subsidiaries (and, in the case of repair, addition or
improvements to any such assets, such Lien extends only to the assets (and
improvements thereto or thereon) repaired, added to or improved), (C) the
incurrence of such Indebtedness is permitted by Section 4.09 hereof and (D) such
Liens attach within 365 days of such purchase, construction, installation,
repair, addition or improvement; (iv) Liens to secure any refinancings,
renewals, extensions, modification or replacements (collectively, "refinancing")
(or successive refinancings), in whole or in part, of any Indebtedness secured
by Liens referred to in the clauses above so long as such Lien does not extend
to any other property (other than improvements thereto); (v) Liens securing
letters of credit entered into in the ordinary course of business and consistent
with past business practice; (vi) Liens on and pledges of the capital stock of
any Unrestricted Subsidiary securing Non-Recourse Debt of such Unrestricted
Subsidiary; (vii) Liens securing (A) Indebtedness (including, without
limitation, all Obligations) under the New Credit Facility or any Foreign Credit
Facility and (B) Hedging Obligations payable to a lender under the New Credit
Facility or an Affiliate thereof or to a person that was a lender or Affiliate
thereof at the time the contract was entered into to the extent such Hedging
Obligations are secured by Liens on assets also securing Indebtedness (including
without limitation, all Obligations) under the New Credit Facility; (viii) Liens
created by the defeasance (covenant or legal) of any Indebtedness; and (ix)
other Liens securing Indebtedness that is permitted by the terms of this
Indenture to be outstanding having an aggregate principal amount at any one time
outstanding not to exceed $50.0 million.

         "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness or
Disqualified Stock of the Company or any of its Restricted Subsidiaries issued
within 60 days after repayment of, in


                                       13
<PAGE>

exchange for, or the net proceeds of which are used to extend, refinance, renew,
replace, defease or refund other Indebtedness or Disqualified Stock of the
Company or any of its Restricted Subsidiaries; PROVIDED that (a) the principal
amount (or accreted value, if applicable) or, in the case of Disqualified Stock,
liquidation preference of such Permitted Refinancing Indebtedness does not
exceed the principal amount of (or accreted value, if applicable) or, in the
case of Disqualified Stock, liquidation preference, plus premium, if any, and
accrued interest on the Indebtedness or Disqualified Stock so extended,
refinanced, renewed, replaced, defeased or refunded (plus the amount of
reasonable expenses incurred in connection therewith), (b) such Permitted
Refinancing Indebtedness has a final maturity date no 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 or
Disqualified Stock being extended, refinanced, renewed, replaced, defeased or
refunded, and (c) in the case of Disqualified Stock or, in the case of
Indebtedness, if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Notes, such
Permitted Refinancing Indebtedness is subordinated in right of payment to, the
Notes on terms at least as favorable, taken as a whole, to the Holders of Notes
as those contained in the documentation governing the Disqualified Stock or
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

         "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including, without limitation, any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business).

          "PRINCIPALS" means DLJ Merchant Banking funds, John Castro and Rick
Atterbury.

         "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(h)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

         "PUBLIC EQUITY OFFERING" means any issuance of common stock or
preferred stock by the Company (other than Disqualified Stock) that is
registered pursuant to the Securities Act, other than issuances registered on
Form S-8 and issuances registered on Form S-4, excluding issuances of common
stock pursuant to employee benefit plans of the Company or otherwise as
compensation to employees of the Company.

         "QUALIFIED PROCEEDS" means any of the following or any combination of
the following: (i) cash; (ii) Cash Equivalents; (iii) assets (other than
Investments) that are used or useful in a Permitted Business; and (iv) the
Capital Stock of any Person engaged in a Permitted Business if, in connection
with the receipt by the Company or any Restricted Subsidiary of the Company of
such Capital Stock, (A) such Person becomes a Restricted Subsidiary of the
Company or any Restricted Subsidiary of the Company or (B) 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 any
Restricted Subsidiary of the Company.

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


                                       14
<PAGE>

         "RECEIVABLES FACILITY" means one or more receivables financing
facilities, as amended from time to time, pursuant to which the Company or any
of its Restricted Subsidiaries sells its accounts receivable to an Accounts
Receivable Subsidiary.

         "RECEIVABLES FEES" means distributions or payments made directly or by
means, of discounts with respect to any participation interests issued or sold
in connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Receivables Facility.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of November 23, 1999, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time, and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

         "REGULATION S PERMANENT GLOBAL NOTE" means an Unrestricted Global Note
issued in accordance with Section 2.01(d).

         "REGULATION S TEMPORARY GLOBAL NOTE" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Global Note Legend and the Private
Placement Legend and having the "Schedule of Exchanges of Interest in the Global
Note" attached thereto and deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in accordance with Section
2.01(d).

         "RELATED PARTY" means, with respect to any Principal, (i) any
controlling stockholder or partner of such Principal on the Original Issuance
Date, or (ii) any trust, corporation, partnership or other entity, the
beneficiaries, shareholders, partners, owners or Persons beneficially holding
(directly or through one or more Subsidiaries) a majority of the controlling
interest of which consist of the Principals and/or such other Persons referred
to in the immediately preceding clause (i) or this clause (ii).

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration 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 corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.

         "RESTRICTED GLOBAL NOTE" means the 144A Global Note or the Regulation S
Temporary Global Note, which Notes shall bear the Private Placement Legend.


                                       15
<PAGE>

          "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

         "RESTRICTED PERIOD" means the 40-day "distribution compliance period"
as defined in Rule 902(f) of Regulation S.

         "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.

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

         "RULE 903" means Rule 903 promulgated under the Securities Act.

         "RULE 904" means Rule 904 promulgated under the Securities Act.

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

         "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "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 hereof.

         "SPOT RATE" means, for any currency, the spot rate at which such
currency is offered for sale against United States dollars as determined by
reference to the New York foreign exchange selling rates, as published in The
Wall Street Journal on such date of determination for the immediately preceding
business day or, if such rate is not available, as determined in any publicly
available source of similar market data.

         "STATED MATURITY" means, with respect to any installment of 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.

         "SUBSIDIARY" means, with respect to any Person, (a) 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 that Person (or a combination
thereof) and (b) any partnership or limited liability company (i) the sole
general partner or the managing general partner or managing member of which is
such Person or a Subsidiary of such Person or (ii) the only general partners or
managing members of which are such Person or of one or more Subsidiaries of such
Person (or any combination thereof).

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


                                       16
<PAGE>

         "TOTAL ASSETS" means the total consolidated assets of the Company and
its Restricted Subsidiaries, as shown on the most recent balance sheet
(excluding the footnotes thereto) of the Company.

         "TRUSTEE" means, except solely for purposes of Section 8.05 as
otherwise specified therein, 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.

         "UNITS" means the units offered in the Offering, consisting of the
Notes and warrants to purchase common shares of Viking (which warrants will
become warrants to purchase class B common stock of the Company upon
consummation of the Merger).

         "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes not
bearing the Private Placement Legend.

         "UNRESTRICTED GLOBAL NOTE" means a permanent global Note in
substantially the form of Exhibit A-1 hereto bearing the Global Note Legend (but
not the Private Placement Legend) and having the "Schedule of Exchanges of
Interests in the Global Note" attached thereto and deposited with or on behalf
of and registered in the name of the Depositary or its nominee, issued in
accordance with Section 2.01(d), 2.06(b)(v), 2.06(d)(iv) or 2.06(f), as
applicable.

         "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 (i) to subscribe for additional Equity Interests (other than
Investments described in clause (g) of the definition of Permitted Investments)
or (ii) to maintain or preserve such Person's financial condition or to cause
such Person to achieve any specified levels, of operating results; and (d) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries other than
guarantees that are being released upon designation. Any such designation by the
Board of Directors 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, the Company shall be in
default of such covenant). The Board of Directors 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 only be permitted if (i) such Indebtedness
is


                                       17
<PAGE>

permitted under Section 4.09 hereof and (ii) no Default or Event of Default
would be in existence following such designation.

          "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

         "VIKING" means Viking Merger Sub, Inc.

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

         "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a Restricted
Subsidiary of such Person all the outstanding Equity Interests or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

         "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of such
Person all of the outstanding Equity Interests or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02   OTHER DEFINITIONS.

<TABLE>
<CAPTION>

Term                                                                                 Defined in Section
-----                                                                                ------------------
<S>                                                                                  <C>
"ASSET SALE OFFER".................................................................          4.10
"AFFILIATE TRANSACTION"............................................................          4.11
"AUTHENTICATION ORDER".............................................................          2.02
"BANKRUPTCY LAW"...................................................................          4.01
"CHANGE OF CONTROL OFFER"..........................................................          4.14
"CHANGE OF CONTROL PAYMENT"........................................................          4.14
"CHANGE OF CONTROL PAYMENT DATE"...................................................          4.14
"COVENANT DEFEASANCE"..............................................................          8.03
"DESIGNATED SENIOR INDEBTEDNESS"...................................................         10.02
"DISTRIBUTION".....................................................................         10.02
"EVENT OF DEFAULT".................................................................          6.01
"EXCESS PROCEEDS"..................................................................          4.10
"INCUR"............................................................................          4.09
"LEGAL DEFEASANCE".................................................................          8.02
"OFFER AMOUNT".....................................................................          3.09
"OFFER PERIOD".....................................................................          3.09
"PAYING AGENT".....................................................................          2.03
"PAYMENT"..........................................................................         10.02


                                       18
<PAGE>

Term                                                                                 Defined in Section
-----                                                                                ------------------

"PAYMENT BLOCKAGE NOTICE"..........................................................         10.04
"PAYMENT DEFAULT"..................................................................          6.01
"PERMITTED INDEBTEDNESS"...........................................................          4.09
"PERMITTED JUNIOR SECURITIES"......................................................         10.02
"PURCHASE DATE"....................................................................          3.09
"REGISTRAR"........................................................................          2.03
"REPRESENTATIVE"...................................................................         10.02
"RESTRICTED PAYMENTS"..............................................................          4.07
"SENIOR INDEBTEDNESS"..............................................................         10.02
"SUBORDINATED NOTE OBLIGATIONS" ...................................................         10.02
</TABLE>

SECTION 1.03   INCORPORATION OF TIA PROVISIONS.

         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;

         "INDENTURE SECURITY HOLDER" means, a Holder of a Note;

         "INDENTURE TO BE QUALIFIED" means, this Indenture;

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means, the Trustee; and

         "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 Commission 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


                                       19
<PAGE>

                  (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 Commission from time to
         time.

                                    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, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. 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)      144A GLOBAL NOTES. Notes initially offered and sold to QIBs in
reliance on Rule 144A shall be issued initially in global form substantially in
the form of Exhibit A-1 attached hereto (including, without limitation, the
Global Note Legend thereon and the "Schedule of Exchanges of Interests in the
Global Note" attached thereto), which shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for credit to the accounts of DTC's Participants, duly executed
by the Company and authenticated by the Trustee as hereinafter provided.

         (c)      GLOBAL NOTES. 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 of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as the case may be, as herein provided. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Note Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06 hereof
or as specified in Section 2.01(d).

         (d)      TEMPORARY GLOBAL NOTES. Notes initially offered and sold in
reliance on Regulation S shall be issued initially in global form substantially
in the form of Exhibit A-2 attached hereto (including, without limitation, the
Global Note Legend and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto), which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the Trustee as custodian for the Depositary,
and registered in the name of the Depositary or the nominee of the Depositary
for the


                                       20
<PAGE>

accounts of designated agents holding on behalf of Euroclear or
Cedelbank, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.

         Within a reasonable time period after the expiration of the Restricted
Period, upon the receipt by the Trustee of:

                  (i)      a written certificate from the Depositary, together
         with copies of certificates from Euroclear and Cedelbank certifying
         that they have received certification of non-United States beneficial
         ownership of 100% of the aggregate principal amount of the Regulation S
         Temporary Global Note (except to the extent of any beneficial owners
         thereof who acquired an interest therein during the Restricted Period
         pursuant to another exemption from registration under the Securities
         Act and who will take delivery of a beneficial ownership interest in a
         144A Global Note, all as contemplated by Section 2.06(b)(iii)(A)
         hereof), and

                  (ii)     an Officers' Certificate from the Company,

(x) if at such time an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02, the Trustee shall authenticate one or more Unrestricted
Global Notes in global form in substantially the form of Exhibit A-1 attached
hereto (including, without limitation, the Global Note Legend (but not the
Private Placement Legend) and the "Schedule of Exchanges of Interests in the
Global Note" attached thereto), which shall be deposited with the Trustee as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary, and (y) the Trustee shall increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note by an
amount equal to the aggregate principal amount of the Regulation S Temporary
Global Note, all pursuant to the Applicable Procedures. Simultaneously with the
authentication of the Unrestricted Global Note and the increase of the principal
amount of the Unrestricted Global Note in the amount of the aggregate principal
amount of the Regulation S Temporary Global Note, the Trustee shall cancel the
Regulation S Temporary Global Note.

         Until the later of the termination of the Restricted Period and the
provision of the certifications required as specified in the preceding
paragraph, beneficial interests in any Regulation S Temporary Global Note may be
held only through Participants acting for and on behalf of Euroclear and
Cedelbank.

         (e)      EUROCLEAR AND CEDELBANK 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 Cedelbank"
and "Customer Handbook" of Cedelbank shall be applicable to transfers of
beneficial interests in the Regulation S Temporary Global Note and the
Unrestricted Global Notes that are held by Participants through Euroclear or
Cedelbank.

         (f)      DEFINITIVE NOTES. Notes issued in definitive form shall be
issued substantially in the form of Exhibit A-1 attached hereto (but without the
Global Note Legend thereon and without the Schedule of Exchanges of Interests in
the Global Note" attached thereto), duly executed by the Company and
authenticated by Trustee as hereinafter provided.


                                       21
<PAGE>

SECTION 2.02   EXECUTION AND AUTHENTICATION.

         One 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.

         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 one
Officer (an "AUTHENTICATION ORDER"), authenticate Notes for original issue up to
$140,000,000 in aggregate principal amount plus the aggregate principal amount
of any Additional Notes issued pursuant to this Section 2.02 and in compliance
with Section 4.09 hereof. The aggregate principal amount 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 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 Note 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, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any




                                       22
<PAGE>

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 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 Section 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 Section 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 or 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 as Depositary for the Notes 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 90 days after the
date of such notice from the Depositary, (ii) the Company, at its option, elects
to cause the Global Notes (in whole but not in part) to 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.
In addition, beneficial interests in a Global Note may be exchanged for
Definitive Notes upon request but only upon at least 20 days' prior written
notice given to the Trustee by or on behalf of DTC in accordance with customary
procedures and subject to compliance with Section 2.06(b)(ii) and Section
2.06(c). Notwithstanding the two preceding sentences, in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B)
under the Securities Act. Upon the occurrence of any of the preceding events
upon which Definitive Notes are to be issued in exchange for any Global Note or
beneficial interests therein as specified above, Definitive Notes shall be
issued in such names and approved denominations as the Depositary shall instruct
the Trustee and, if such Global Note is a Restricted Global Note, shall bear the
Private Placement Legend. 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
except as provided in this Section 2.06(a). A Global Note may not be exchanged
for another Note other


                                       23
<PAGE>

than as provided in this Section 2.06(a) and Sections 2.07 and 2.10; PROVIDED,
HOWEVER, that, beneficial interests in a Global Note may be transferred and
exchanged for beneficial interests in another Global Note as provided in Section
2.06(b) hereof.

         (b)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES
FOR BENEFICIAL INTERESTS IN GLOBAL NOTES OR FOR DEFINITIVE 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. Beneficial interests in the Restricted Global Notes
shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act. Transfers or exchanges of
beneficial interests in Global Notes for Definitive Notes shall also require
compliance with Section 2.06(a), Section 2.06(b)(ii) below and Section 2.06(c),
and transfers or exchanges of beneficial interests in Global Notes for
beneficial interests in Global Notes also shall require compliance with one or
more of the other following subparagraphs, as applicable:

                  (i)      TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL
         NOTE. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; PROVIDED, HOWEVER, that, prior to the expiration of the
         Restricted Period, a beneficial interest in the Regulation S Temporary
         Global Note may be transferred to a person who takes delivery in the
         form of an interest in the 144A Global Note only upon receipt by the
         Registrar of the certificate specified in Section 2.06(b)(iii)(A).
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                  (ii)     ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL
         INTERESTS IN GLOBAL NOTES. In connection with all transfers and
         exchanges of beneficial interests in a Global Note that are not subject
         to Section 2.06(b)(i) above (other than an exchange of beneficial
         interests in a Regulation S Temporary Global Note for beneficial
         interests in an Unrestricted Global Note in accordance with Section
         2.01(d)), the owner 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 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 clause (B)(1) above; PROVIDED, HOWEVER, that in
         no event shall Definitive Notes be issued upon the transfer or exchange
         of beneficial interests in the Regulation S Temporary Global Note prior
         to (x) the expiration of the Restricted Period and (y) the receipt by
         the Registrar of any certificates


                                       24
<PAGE>

         required pursuant to Rule 903 under the Securities Act. Upon
         consummation of an Exchange Offer by the Company in accordance with
         Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
         shall be deemed to have been satisfied upon receipt by the Registrar of
         the instructions contained in the Letter of Transmittal delivered by
         the Holder of such beneficial interests in the Restricted Global Notes.
         Upon satisfaction of all of the requirements for transfer or exchange
         of beneficial interests in Global Notes contained in this Indenture and
         the Notes or otherwise applicable under the Securities Act, the Trustee
         shall adjust the principal amount of the relevant Global Note(s)
         pursuant to Section 2.06(i) hereof.

                  (iii)    TRANSFER OF BENEFICIAL INTERESTS IN A RESTRICTED
         GLOBAL NOTE TO BENEFICIAL INTERESTS IN ANOTHER RESTRICTED GLOBAL NOTE.
         Subject to Section 2.01(d), a beneficial interest in any Restricted
         Global Note may be transferred to a Person who takes delivery thereof
         in the form of a beneficial interest in another Restricted Global Note
         if the transfer complies with the requirements of Section 2.06(b)(ii)
         above and the Registrar receives the following:

                           (A)      if the transferee will take delivery in the
                  form of a beneficial interest in the 144A Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including, without limitation, the
                  certifications in item (1) thereof; and

                           (B)      if the transferee will take delivery in the
                  form of a beneficial interest in the Regulation S Temporary
                  Global Note, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including, without limitation,
                  the certifications in item (2) thereof.

                  (iv)     TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
         RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED
         GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer (x) is an exchange of beneficial
         interests in a Regulation S Temporary Global Note for beneficial
         interests in an Unrestricted Global Note in accordance with Section
         2.01(d) or (y) both (1) complies with the requirements of Section
         2.06(b)(ii) above and (2):

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (1) a broker-dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;


                                       25
<PAGE>

                           (C)      such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)       the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including, without limitation, the
                           certifications in item (1)(a) thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including, without limitation, the
                           certifications in item (4) thereof,

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (v)      ISSUANCE OF UNRESTRICTED GLOBAL NOTE. If any such
         transfer is effected pursuant to Section 2.06(b)(iv) (B) or (D) above
         at a time when the Unrestricted 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 Unrestricted Global Notes in an aggregate principal amount
         equal to the aggregate principal amount of beneficial interests
         transferred pursuant to subparagraph (B) or (D) above.

         (c)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES
FOR DEFINITIVE NOTES.

                  (i)      BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
         RESTRICTED DEFINITIVE NOTES. Subject to Section 2.06(a), if any holder
         of a beneficial interest in a Restricted Global Note proposes to
         exchange such beneficial interest for a Restricted Definitive Note or
         to transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Restricted Definitive Note, then, upon receipt
         by the Registrar of the following documentation:

                           (A)      if the holder of such beneficial interest in
                  a Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including,
                  without limitation, the certifications in item (2)(a) thereof;


                                        26
<PAGE>

                           (B)      if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including, without limitation, the
                  certifications in item (1) thereof;

                           (C)      if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including, without limitation, the certifications in item (2)
                  thereof;

                           (D)      if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including, without limitation, the
                  certifications in item (3)(a) thereof;

                           (E)      if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including, without limitation, the
                  certifications, certificates and Opinion of Counsel required
                  by item (3)(d) thereof, if applicable;

                           (F)      if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including, without limitation, the certifications in item
                  (3)(b) thereof; or

                           (G)      if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including, without limitation, the
                  certifications in item (3)(c) thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(i) 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. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c)(i) 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. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

                  (ii)     BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
         UNRESTRICTED DEFINITIVE NOTES. Subject to Section 2.06(a), a holder of
         a beneficial interest in a Restricted Global


                                       27
<PAGE>

         Note may exchange such beneficial interest for an Unrestricted
         Definitive Note or may transfer such beneficial interest to a Person
         who takes delivery thereof in the form of an Unrestricted Definitive
         Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for an Unrestricted
                           Definitive Note, a certificate from such holder in
                           the form of Exhibit C hereto, including, without
                           limitation, the certifications in item (1)(b)
                           thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of an
                           Unrestricted Definitive Note, a certificate from such
                           holder in the form of Exhibit B hereto, including,
                           without limitation, the certifications in item (4)
                           thereof,

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iii)    BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
         UNRESTRICTED DEFINITIVE NOTES. Subject to Section 2.06(a), if any
         holder of a beneficial interest in an Unrestricted 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)(ii) hereof, the Trustee
         shall cause the aggregate principal amount of the applicable Global
         Note to be reduced accordingly pursuant to Section 2.06(i) 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. Any


                                       28
<PAGE>

         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iii) 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. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iii) shall not bear the Private Placement Legend.

                  (iv)     REGULATION S TEMPORARY GLOBAL NOTE RESTRICTION.
         Notwithstanding Sections 2.06(c)(i) and (ii) hereof, a beneficial
         interest in the Regulation S Temporary Global Note may not be exchanged
         for a Definitive Note or transferred to a Person who takes delivery
         thereof in the form of a Definitive Note prior to (x) the expiration of
         the Restricted Period and (y) the receipt by the Registrar of any
         certificates required pursuant to Rule 903(c)(3)(ii)(B) under the
         Securities Act.

         (d)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS IN GLOBAL NOTES.

                  (i)      RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
         IN RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive
         Note proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Note
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A)      if the Holder of such Restricted Definitive
                  Note proposes to exchange such Note for a beneficial interest
                  in a Restricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including, without limitation,
                  the certifications in item (2)(b) thereof;

                           (B)      if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including, without limitation, the
                  certifications in item (1) thereof;

                           (C)      if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including, without limitation, the certifications in item (2)
                  thereof;

                           (D)      if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including, without limitation, the
                  certifications in item (3)(a) thereof;


                                       29
<PAGE>

                           (E)      if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including, without limitation, the
                  certifications, certificates and Opinion of Counsel required
                  by item (3)(d) thereof, if applicable;

                           (F)      if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including, without limitation, the certifications in item
                  (3)(b) thereof; or

                           (G)      if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including, without limitation, the
                  certifications in item (3)(c) thereof,

         the Trustee shall cancel the Restricted Definitive Note and increase or
         cause to be increased the aggregate principal amount of the 144A Global
         Note.

                  (ii)     RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
         IN UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Restricted Definitive Note to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Definitive
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including, without limitation, the
                           certifications in item (1)(c) thereof; or

                                    (2)      if the Holder of such Definitive
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the


                                       30
<PAGE>

                           form of a beneficial interest in the Unrestricted
                           Global Note, a certificate from such Holder in the
                           form of Exhibit B hereto, including, without
                           limitation, the certifications in item (4) thereof,

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (iii)    UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS
         IN UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive
         Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Definitive Note to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  (iv)     ISSUANCE OF UNRESTRICTED GLOBAL NOTE. If any such
         exchange or transfer from a Definitive Note to a beneficial interest is
         effected pursuant to Section 2.06(c)(ii)(B), (ii)(D) or (iii) above at
         a time when an Unrestricted 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 Unrestricted Global Notes in an aggregate principal amount
         equal to the principal amount of Definitive Notes so transferred.

         (e)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE
NOTES. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender 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. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (i)      RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE
         NOTES. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:


                                       31
<PAGE>

                           (A)      if the transfer will be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including, without limitation, the certifications in item (1)
                  thereof;

                           (B)      if the transfer will be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including,
                  without limitation, the certifications in item (2) thereof;
                  and

                           (C)      if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including, without
                  limitation, the certifications, certificates and Opinion of
                  Counsel required by item (3) thereof, if applicable.

                  (ii)     RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
         DEFINITIVE NOTES. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      any such transfer is effected pursuant to
                  the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      any such transfer is effected by a
                  Participating Broker-Dealer pursuant to the Exchange Offer
                  Registration Statement in accordance with the Registration
                  Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including, without limitation, the certifications in
                           item (1)(d) thereof; or

                                    (2)      if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including, without limitation, the certifications in
                           item (4) thereof,

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company


                                       32
<PAGE>

                  to the effect that such exchange or transfer is in compliance
                  with the Securities Act and that the restrictions on transfer
                  contained herein and in the Private Placement Legend are no
                  longer required in order to maintain compliance with the
                  Securities Act.

                  (iii)    UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
         DEFINITIVE NOTES. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f)      EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, (i) if the Exchange Offer is
consummated at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes, (ii) the Trustee shall increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note by an
amount equal to the aggregate principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the Exchange Notes and (z) they
are not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (iii) the Company shall issue and, upon
receipt of a Authentication Order in accordance with Section 2.02, the Trustee
shall authenticate Definitive Notes in an aggregate principal amount equal to
the principal amount of the Restricted Definitive Notes accepted for exchange in
the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Notes to be reduced accordingly, and the Company shall execute and the Trustee
shall authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Definitive Notes in the appropriate principal
amount.

         Concurrently with the issuance of Exchange Notes in the Exchange Offer,
the Company shall delivery an Opinion of Counsel to the Trustee to the effect
that the Exchange Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
in exchange for Restricted Securities in accordance with the Indenture and the
Exchange Offer, will be entitled to the benefits of the Indenture and will be
valid and binding obligations of the Company, enforceable in accordance with
their terms except as (x) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(y) rights of acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability.

         (g)      TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN AN
UNRESTRICTED GLOBAL NOTE OR UNRESTRICTED DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTE OR RESTRICTIVE DEFINITIVE NOTES. Beneficial
interests in an Unrestricted Global Note or Unrestricted Definitive Notes cannot
be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Note or Restricted
Definitive Notes.


                                       33
<PAGE>

         (h)      LEGENDS. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i)      PRIVATE PLACEMENT LEGEND.

                           (A)      Except as specified in Section 2.06(h)(i)
                  (B) below, each Global Note and each Definitive Note (and all
                  Notes issued in exchange therefor or upon registration of
                  transfers or replacement thereof) shall bear the legend in
                  substantially the following form:

         "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
         ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
         WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
         PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION
         HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS
         ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7)
         OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI")),

         (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
         EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
         WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S OF THE SECURITIES ACT,
         (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
         SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES
         THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
         AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN
         BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
         AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF
         COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
         WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
         OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
         THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
         OTHER APPLICABLE JURISDICTION AND


                                       34
<PAGE>

         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
         INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
         THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND
         "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
         REGULATION S UNDER THE SECURITIES ACT.

         THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
         REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

                           (B)      Notwithstanding the foregoing, any Global
                  Note or Definitive Note issued (i) upon registration of
                  transfer or replacement of, or in exchange for, any
                  Unrestricted Global Note or Unrestricted Definitive Note or
                  (ii) pursuant to Section 2.06(b)(iv), (c)(ii), (d)(ii),
                  (e)(ii) or (f), and the Global Note issued in exchange for a
                  Regulation S Temporary Global Note pursuant to clause (x) of
                  the second paragraph of Section 2.01(d), shall not bear the
                  Private Placement Legend.

                  (ii)     GLOBAL NOTE LEGEND. Each Global Note shall bear a
         legend (comprising two paragraphs) in substantially the following form:

         "Unless and until it is exchanged in whole or in part for Notes in
         definitive form, this Note may not be transferred except as a whole by
         the Depositary to a nominee of the Depositary or by a nominee of the
         Depositary to the Depositary or another nominee of the Depositary or by
         the Depositary or any such nominee to a successor Depositary or a
         nominee of such successor Depositary. Unless this certificate is
         presented by an authorized representative of The Depository Trust
         Company (55 Water Street, New York, New York) ("DTC"), to the issuer or
         its agent for registration of transfer, exchange or payment, and any
         certificate issued is registered in the name of Cede & Co. or such
         other name as may be requested by an authorized representative of DTC
         (and any payment is made to Cede & Co. or such other entity as may be
         requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
         OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
         WRONGFUL in as much as the registered owner hereof, Cede & Co., has an
         interest herein.

         "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 2.07 OF
         THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED 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 MERRILL
         CORPORATION"


                                       35
<PAGE>

                  (iii)    REGULATION S TEMPORARY GLOBAL NOTE LEGEND. The
         Regulation S Temporary Global Note shall bear a legend in substantially
         the following form:

         "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
         THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
         NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
         THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
         GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

                  (i)      CANCELLATION 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 cancelled in whole and not in part, each such
         Global Note shall be returned to or retained and cancelled 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 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.

         (j)      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 3.06, 3.09, 4.10 and 4.14
         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.


                                       36
<PAGE>

                  (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.

                  (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 and Liquidated Damages, if any, 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.

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

SECTION 2.07   REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee and the Company receive evidence to their 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 cancelled 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 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; PROVIDED, 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 hereof.


                                       37
<PAGE>

         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 of
Notes have concurred in any direction, waiver or consent, including, without
limitation, for purposes of Section 9.02, 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, as soon as practicable upon receipt of an Authentication Order,
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
cancelled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Company. The Trustee shall provide the Company evidence of all Notes that
have been cancelled from time to time as requested by 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.


                                       38
<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.

SECTION 2.13   CUSIP NUMBERS

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

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION 3.01   NOTICES TO TRUSTEE.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02   SELECTION OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes for redemption will be made by the Trustee 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, on a pro rata basis, by
lot or by such method as the Trustee shall deem fair and appropriate; PROVIDED
that no Notes of $1,000 or less shall be redeemed in part.

         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 thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a 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


                                       39
<PAGE>

redeemed. Except as provided in the preceding sentence, 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, notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address. If any Note is to be redeemed in part only, the notice of redemption
that relates to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to
accrue on Notes or portions of them called for redemption.

         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 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 equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

         (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 45 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.


                                       40
<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 PRICE.

         Prior to 11:00 a.m. Eastern Time on the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Notes or the portion thereof
to be redeemed 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 price
of, and accrued interest on, all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest 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 shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest and Liquidated
Damages, if any, 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 IN PART.

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

SECTION 3.07          OPTIONAL REDEMPTION.

         Except as provided below, the Notes will not be redeemable at the
Company's option prior to November 1, 2004. Thereafter, the Notes will be
subject to redemption at any time at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days' notice, in cash at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable redemption date, if redeemed during the twelve-month period
beginning on November 1 of the years indicated below:

<TABLE>
<CAPTION>

      Year                                                 Percentage
      ----                                                 ----------
      <S>                                                  <C>
      2004...............................................        106.000%
      2005...............................................        104.000%
      2006...............................................        102.000%


                                       41
<PAGE>

      Year                                                     Percentage
      ----                                                     ----------
      2007 and thereafter................................        100.000%
</TABLE>

         Notwithstanding the foregoing, on or prior to November 1, 2002, the
Company may redeem up to 35% of the aggregate principal amount of Notes from
time to time originally issued under this Indenture in cash at a redemption
price of 112.000% of the principal amount thereof, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings; PROVIDED that at
least 65% of the aggregate principal amount of Notes from time to time
originally issued under this Indenture remains outstanding immediately after the
occurrence of any such redemption; and PROVIDED FURTHER that such redemption
shall occur within 90 days of the date of the closing of any such Public Equity
Offering.

         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.

         Except as provided in Sections 4.10 and 4.14, the Company is not
required to make mandatory redemption of, or sinking fund payments with respect
to, the Notes.

SECTION 3.09   OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

         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.

         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 principal amount of Notes required to be
purchased 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.

         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.

         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:


                                       42
<PAGE>

         (a)      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;

         (b)      the Offer Amount, the purchase price and the Purchase Date;

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

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

         (e)      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;

         (f)      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 Company, an exchange agent or
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;

         (g)      that Holders shall be entitled to withdraw their election if
the Company, the exchange agent or 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 of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note
purchased;

         (h)      that, if the aggregate principal amount 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, or
integral multiples thereof, shall be purchased); and

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

         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 an amount
equal to the purchase price of the Notes tendered by such Holder 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, in a principal amount equal to any
unpurchased portion of


                                       43
<PAGE>

the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.

         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.

                                    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,
(i) holds as of 12:00 noon 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 and (ii) is not prohibited
from paying such money to the Holders pursuant to the terms of this Indenture or
the Notes. The Company shall pay all Liquidated Damages, if any, in the same
manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

         The Company shall pay interest (including, without limitation,
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate equal to
1% per annum in excess of the rate then in effect on the Notes to the extent
lawful and shall pay interest (including, without limitation, post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period)
from time to time on demand 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


                                       44
<PAGE>

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
hereof.

SECTION 4.03   REPORTS.

         Whether or not required by the rules and regulations of the Commission,
so long as any Notes are outstanding, the Company will furnish to the Holders of
Notes (a) all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K if the
Company were required to file such Forms, including, without limitation, a
"Management's Discussion 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 (b) all current reports
that would be required to be filed with the Commission on Form 8-K if the
Company were required to file such reports, in each case, within the time
periods specified in the Commission's rules and regulations. In addition,
following the consummation of the exchange offer contemplated by the
Registration Rights Agreement, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports referred to in clauses (a) and (b) above with the
Commission for public availability within the time periods specified in the
Commission's rules and regulations (unless the Commission will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request. In addition, each of the Company and the
Guarantors have agreed that, for so long as any Notes remain outstanding, it
will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act during any period in which the
Company or the Guarantors, respectively, are not subject to Section 13 or 15(d)
of the Exchange Act.

SECTION 4.04   COMPLIANCE CERTIFICATE.

         (a)      The Company and the Guarantors (to the extent the Guarantors
are so required under the TIA) 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 have been made under the supervision of the signing
Officers with a view to determining whether the Company and the Guarantors (if
applicable) have kept, observed, performed and fulfilled their 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 and the
Guarantors (if applicable) have 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 and the Guarantors (if applicable) are taking or propose
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 or Liquidated Damages, if any, on the
Notes is prohibited or if such event has occurred, a description of the event
and what action the Company and the Guarantors (if applicable) are taking or
proposes to take with respect thereto.


                                       45
<PAGE>

         (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(a) above shall be accompanied by a
written statement of the Company's independent public accountants (which 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 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
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 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.

         Each of the Company and the Guarantors covenants 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 each of the Company and the Guarantors hereby
expressly waive 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.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company or
dividends or distributions payable to the Company or any Wholly Owned Restricted
Subsidiary of the Company); (b) purchase, redeem or otherwise acquire or retire
for value any Equity Interests of the Company (other than any such Equity
Interests owned by the Company or any Restricted Subsidiary of the Company); (c)
make any principal payment on or with respect to, or purchase, redeem, defease
or otherwise acquire or retire for value, any Indebtedness of the Company that
is subordinated in right of payment to the Notes, except in accordance with the
mandatory redemption or repayment provisions set forth in the original
documentation governing such Indebtedness (but not pursuant to any mandatory
offer to repurchase upon the occurrence of any event); or (d) make any
Restricted Investment (all such payments and other actions set forth


                                       46
<PAGE>

in clauses (a) through (d) above being collectively referred to as "RESTRICTED
PAYMENTS"), unless, at the time of and after giving effect to such Restricted
Payment:

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

                  (ii)     the Company would, immediately after giving PRO FORMA
         effect thereto as if such Restricted Payment had been made at the
         beginning of the applicable four-quarter period, have been permitted to
         incur at least $1.00 of additional Indebtedness pursuant to the Fixed
         Charge Coverage Ratio test set forth in the first paragraph of Section
         4.09 hereof; and

                  (iii)    such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the Original Issuance Date (excluding
         Restricted Payments permitted by clauses (a) (to the extent that the
         declaration of any dividend referred to therein reduces amounts
         available for Restricted Payments pursuant to this clause (iii)), (b)
         through (g), (i), (j), (l), (m), (n) and (p) of the next succeeding
         paragraph), is less than the sum, without duplication, of (A) 50% of
         the Consolidated Net Income of the Company for the period (taken as one
         accounting period) commencing August 1, 1999 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 (or, if such Consolidated Net Income for such period is a
         deficit, less 100% of such deficit), plus (B) 100% of the Qualified
         Proceeds received by the Company after the Original Issuance Date from
         contributions to the Company's capital or from the issue or sale after
         the Original Issuance Date of Equity Interests of the Company or of
         Disqualified Stock or convertible debt securities of the Company to the
         extent that they have been converted into such Equity Interests (other
         than Equity Interests, Disqualified Stock or convertible debt
         securities sold to a Subsidiary of the Company and other than
         Disqualified Stock or convertible debt securities that have been
         converted into Disqualified Stock), plus (C) the amount equal to the
         net reduction in Investments in Persons after the Original Issuance
         Date who are not Restricted Subsidiaries (other than Permitted
         Investments) resulting from (x) Qualified Proceeds received as a
         dividend, repayment of a loan or advance or other transfer of assets
         (valued at the fair market value thereof) to the Company or any
         Restricted Subsidiary from such Persons, (y) Qualified Proceeds
         received upon the sale or liquidation of such Investment and (z) the
         redesignation of Unrestricted Subsidiaries (excluding any increase in
         the amount available for Restricted Payments pursuant to clause (h) or
         (l) below arising from the redesignation of such Unrestricted
         Subsidiary) whose assets are used or useful in, or which is engaged in,
         one or more Permitted Business as Restricted Subsidiaries (valued
         (proportionate to the Company's equity interest in such Subsidiary) at
         the fair market value of the net assets of such Subsidiary at the time
         of such redesignation).

         The foregoing provisions will not prohibit:

         (a)      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;


                                       47
<PAGE>

         (b)      the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
in exchange for, or out of the net cash 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 cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause
(iii)(B) of the preceding paragraph;

         (c)      the defeasance, redemption, repurchase, retirement or other
acquisition of subordinated Indebtedness of the Company with the net cash
proceeds from an incurrence of, or in exchange for, Permitted Refinancing
Indebtedness;

         (d)      the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of the Company or held by any employee or
independent contractor of the Company (or any of its Restricted Subsidiaries)
pursuant to any equity subscription agreement or stock option agreement;
PROVIDED that (i) the aggregate price paid for all such repurchased, redeemed,
acquired or retired Equity Interests shall not exceed (x) $7.5 million in any
calendar year, with unused amounts in any calendar year being carried over to
succeeding calendar years subject to a maximum (without giving effect to the
following clause (y)) of $15.0 million in any calendar year, plus (y) the
aggregate net cash proceeds received by the Company during such calendar year
from any reissuance of Equity Interests by the Company to members of management
of the Company and its Restricted Subsidiaries (provided that the amount of any
such net cash proceeds that are used to permit an acquisition or retirement for
value pursuant to this clause (d) shall be excluded from clause (iii)(B) of the
preceding paragraph) and (ii) no Default or Event of Default shall have occurred
and be continuing immediately after such transaction;

         (e)      payments and transactions in connection with the Merger
(including, without limitation, the Financial Advisory Fee and any payments made
pursuant to the Merger Agreement), the Merger Financing, the New Credit Facility
(including, without limitation, commitment, syndication and arrangement fees
payable thereunder), and the Offering and the application of the proceeds
thereof, and the payment of the fees and expenses with respect thereto;

         (f)      the payment of dividends by a Restricted Subsidiary on any
class of common stock of such Restricted Subsidiary if (i) such dividend is paid
pro rata to all holders of such class of common stock and (ii) at least a
majority of such class of common stock is held by the Company or one or more of
its Restricted Subsidiaries;

         (g)      the repurchase of any class of common stock of a Restricted
Subsidiary if (i) such repurchase is made pro rata with respect to such class of
common stock and (ii) at least a majority of such class of common stock is held
by the Company or one or more of its Restricted Subsidiaries;

         (h)      any other Restricted Investment made in a Permitted Business
which, together with all other Restricted Investments made pursuant to this
clause (h) since the Original Issuance Date, does not exceed $25.0 million (in
each case, after giving effect to all subsequent reductions in the amount of any
Restricted Investment made pursuant to this clause (h), either as a result of


                                       48
<PAGE>

(i) the repayment or disposition thereof for cash or (ii) the redesignation of
an Unrestricted Subsidiary as a Restricted Subsidiary valued (proportionate to
the Company's equity interest in such Subsidiary at the time of such
redesignation) at the fair market value of the net assets of such Subsidiary at
the time of such redesignation), in the case of clause (i) and (ii), not to
exceed the amount of such Restricted Investment previously made pursuant to this
clause (h); PROVIDED that no Default or Event of Default shall have occurred and
be continuing immediately after making such Restricted Investment;

         (i)      the declaration and payment of dividends to holders of any
class or series of Disqualified Stock of the Company or any Restricted
Subsidiary issued on or after the Original Issuance Date in accordance with
Section 4.09 hereof; PROVIDED that no Default or Event of Default shall have
occurred and be continuing immediately after making such Restricted Payment;

         (j)      repurchases of Equity Interests deemed to occur upon exercise
of stock options if such Equity Interests represent a portion of the exercise
price of such options;

         (k)      the payment of dividends or distributions on the Company's
common stock, following the first public offering of the Company's common stock
after the Original Issuance Date (other than a public offering of the Company's
common stock registered on Form S-8), of up to 6.0% per year of the net proceeds
received by the Company from such public offering of its common stock; PROVIDED
that no Default or Event of Default shall have occurred and be continuing
immediately after any such payment of dividends or distributions;

         (l)      any other Restricted Payment which, together with all other
Restricted Payments made pursuant to this clause (l) since the Original Issuance
Date, does not exceed $25.0 million (in each case, after giving effect to all
subsequent reductions in the amount of any Restricted Investment made pursuant
to this clause (l) either as a result of (i) the repayment or disposition
thereof for cash or (ii) the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary valued (proportionate to the Company's equity interest in
such Subsidiary at the time of such redesignation) at the fair market value of
the net assets of such Subsidiary at the time of such redesignation), in the
case of clause (i) and (ii), not to exceed the amount of such Restricted
Investment previously made pursuant to this clause (l); PROVIDED that no Default
or Event of Default shall have occurred and be continuing immediately after
making such Restricted Payment;

         (m)      the pledge by the Company of the Capital Stock of an
Unrestricted Subsidiary of the Company to secure Non-Recourse Debt of such
Unrestricted Subsidiary;

         (n)      the purchase, redemption or other acquisition or retirement
for value of any Equity Interests of any Restricted Subsidiary issued after the
Original Issuance Date; PROVIDED that the aggregate price paid for any such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed the
sum of (x) the amount of cash and Cash Equivalents received by such Restricted
Subsidiary from the issue or sale thereof and (y) any accrued dividends thereon
the payment of which would be permitted pursuant to clause (i) above;

         (o)      any Investment in an Unrestricted Subsidiary that is funded by
Qualified Proceeds received by the Company after the Original Issuance Date from
contributions to the


                                       49
<PAGE>

Company's capital or from the issue and sale after the Original Issuance Date of
Equity Interests of the Company or of Disqualified Stock or convertible debt
securities to the extent they have been converted into such Equity Interests
(other than Equity Interests, Disqualified Stock or convertible debt securities
sold to a Subsidiary of the Company and other than Disqualified Stock or
convertible debt securities that have been converted into Disqualified Stock) in
an amount (measured at the time such Investment is made and without giving
effect to subsequent changes in value) that does not exceed the amount of such
Qualified Proceeds (excluding any such Qualified Proceeds to the extent utilized
to permit a prior "Restricted Payment" pursuant to clause (iii)(B) of the
preceding paragraph); and

         (p)      distributions or payments of Receivables Fees.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such designation, all outstanding Investments by the Company
and its Restricted Subsidiaries (except to the extent repaid in cash) in the
Subsidiary so designated will be deemed to be Restricted Payments at the time of
such designation and will reduce the amount available for Restricted Payments
under the first paragraph of this Section 4.07. All such outstanding Investments
will be deemed to constitute Restricted Investments in an amount equal to the
greater of (i) the net book value of such Investments at the time of such
designation and (ii) the fair market value of such Investments at the time of
such designation. Such designation will only be permitted if such Restricted
Investment would be permitted at such time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

         The amount of (i) 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 such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment
and (ii) Qualified Proceeds (other than cash) shall be the fair market value on
the date of receipt thereof by the Company of such Qualified Proceeds. The fair
market value of any non-cash Restricted Payment shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee. 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 Section 4.07 were computed.

SECTION 4.08   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

         The Company will not, and will 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 ability of any
Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or
(B) with respect to any other interest or participation in, or measured by, its
profits, or (ii) pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries. However, the foregoing
restrictions will not apply to encumbrances or restrictions existing under or by
reason of (a) Existing Indebtedness as in effect on the Original Issuance Date,
(b) the New Credit Facility as in


                                       50
<PAGE>

effect as of the Original Issuance Date, and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof, (c) this Indenture and the Notes, (d) applicable law and
any applicable rule, regulation or order, (e) any agreement or instrument 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 created 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, or the property or assets of the Person, so acquired; PROVIDED that,
in the case of Indebtedness, such Indebtedness was permitted by the terms of
this Indenture to be incurred, (f) customary non-assignment or subletting
provisions in leases or licenses entered into in the ordinary course of business
and consistent with past practices, (g) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (e) above on the property so acquired, (h) contracts
for the sale of assets, including, without limitation, customary restrictions
with respect to a Subsidiary pursuant to an agreement that has been entered into
for the sale or disposition of all or substantially all of the Capital Stock or
assets of such Subsidiary, (i) Permitted Refinancing Indebtedness; PROVIDED that
the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are, in the good faith judgment of the Board of
Directors, not materially less favorable, taken as a whole, to the Holders of
the Notes than those contained in the agreements governing the Indebtedness
being refinanced, (j) secured Indebtedness otherwise permitted to be incurred
pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to
dispose of the assets securing such Indebtedness, (k) restrictions on cash or
other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business, (l) other Indebtedness or Disqualified Stock of
Restricted Subsidiaries permitted to be incurred subsequent to the Original
Issuance Date pursuant to the provisions of Section 4.09 hereof, (m) customary
provisions in joint venture agreements and other similar agreements entered into
in the ordinary course of business, and (n) restrictions created in connection
with any Receivables Facility that, in the good faith determination of the Board
of Directors, are necessary or advisable to effect such Receivables Facility.

SECTION 4.09   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

         The Company will not, and will not permit any of its Restricted
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, without
limitation, Acquired Indebtedness), the Company will not, and will not permit
any of its Restricted Subsidiaries to, issue any shares of Disqualified Stock
and the Company will not permit any of its Restricted Subsidiaries to issue any
shares of preferred stock; PROVIDED that the Company or any Restricted
Subsidiary may incur Indebtedness (including, without limitation, Acquired
Indebtedness) or issue shares of Disqualified Stock if the Fixed Charge Coverage
Ratio for the Company's most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such Disqualified Stock is
issued would have been at least 2.0 to 1, determined on a consolidated PRO FORMA
basis (including, without limitation, a PRO FORMA application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period.


                                       51
<PAGE>

         The provisions of the first paragraph of this Section 4.09 will not
apply to the incurrence of any of the following items of Indebtedness
(collectively, "PERMITTED INDEBTEDNESS"):

                  (i)      the incurrence by the Company and its Restricted
         Subsidiaries of Indebtedness under the New Credit Facility and the
         Foreign Credit Facilities; PROVIDED that the aggregate principal amount
         of all Indebtedness (with letters of credit being deemed to have a
         principal amount equal to the maximum potential liability of the
         Company and such Restricted Subsidiaries thereunder) outstanding under
         the New Credit Facility and the Foreign Credit Facilities does not
         exceed an amount equal to $325.0 million;

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

                  (iii)    the incurrence by the Company of Indebtedness
         represented by the Notes and this Indenture and guarantees thereof by
         its Restricted Subsidiaries;

                  (iv)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness or Disqualified Stock
         represented by Capital Expenditure Indebtedness, Capital Lease
         Obligations or other obligations, in each case, the proceeds of which
         are used solely for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property,
         plant or equipment (including, without limitation, acquisitions of
         Capital Stock of a Person that becomes a Restricted Subsidiary to the
         extent of the fair market value of the property, plant or equipment so
         acquired) used in the business of the Company or such Restricted
         Subsidiary, in an aggregate principal amount (or accreted value, as
         applicable) or, in the case of Disqualified Stock, liquidation
         preference after giving effect to that incurrence, including all
         Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness or Disqualified Stock incurred pursuant to
         this clause (iv), not to exceed $30.0 million outstanding after giving
         effect to such incurrence;

                  (v)      Indebtedness arising from agreements of the Company
         or any Restricted Subsidiary providing for indemnification, adjustment
         of purchase price or similar obligations, in each case, incurred or
         assumed in connection with the disposition of any business, assets or a
         Subsidiary, other than guarantees of Indebtedness incurred by any
         Person acquiring all or any portion of such business, assets or
         Restricted Subsidiary for the purpose of financing such acquisition;
         PROVIDED that (A) such Indebtedness is not reflected on the balance
         sheet of the Company or any Restricted Subsidiary (contingent
         obligations referred to in a footnote or footnotes to financial
         statements and not otherwise reflected on the balance sheet will not be
         deemed to be reflected on such balance sheet for purposes of this
         clause (A)) and (B) the maximum assumable liability in respect of such
         Indebtedness shall at no time exceed the gross proceeds including,
         without limitation, non-cash proceeds (the fair market value of such
         non-cash proceeds being measured at the time received and without
         giving effect to any subsequent changes in value) actually received by
         the Company and/or such Restricted Subsidiary in connection with such
         disposition;


                                       52
<PAGE>

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

                  (vii)    the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness or Disqualified
         Stock between or among the Company and/or any of its Restricted
         Subsidiaries; PROVIDED that (i) if the Company is the obligor on such
         Indebtedness or Disqualified Stock, such Indebtedness or Disqualified
         Stock is expressly subordinated to the prior payment in full in cash of
         all Obligations with respect to the Notes and (ii)(A) any subsequent
         issuance or transfer of Equity Interests that results in any such
         Indebtedness or Disqualified Stock being held by a Person other than
         the Company or a Restricted Subsidiary thereof and (B) any sale or
         other transfer of any such Indebtedness or Disqualified Stock to a
         Person that is not either the Company or a Restricted Subsidiary
         thereof shall be deemed, in each case, to constitute an incurrence of
         such Indebtedness or Disqualified Stock by the Company or such
         Restricted Subsidiary, as the case may be, that was not permitted by
         this clause (vii);

                  (viii)   the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations that are incurred for
         the purpose of fixing or hedging (A) interest rate risk with respect to
         any floating rate Indebtedness that is permitted by the terms of this
         Indenture to be outstanding; (B) exchange rate risk with respect to
         agreements or Indebtedness of such Person payable denominated in a
         currency other than U.S. dollars; and (C) risk with respect to
         fluctuations in the cost of raw materials, including paper; PROVIDED
         that such agreements do not increase the Indebtedness of the obligor
         outstanding at any time other than as a result of fluctuations in
         foreign currency exchange rates or interest rates or the cost of raw
         materials or by reason of fees, indemnities and compensation payable
         thereunder;

                  (ix)     the guarantee by the Company or any of its Restricted
         Subsidiaries of Indebtedness or Disqualified Stock of the Company or a
         Restricted Subsidiary of the Company that was permitted to be incurred
         by another provision of this Section 4.09;

                  (x)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness or Disqualified Stock in
         connection with an acquisition in an aggregate principal amount (or
         accreted value, as applicable) or, in the case of Disqualified Stock,
         liquidation preference after giving effect to that incurrence,
         including all Permitted Refinancing Indebtedness incurred to refund,
         refinance or replace any Indebtedness or Disqualified Stock incurred
         pursuant to this clause (x), not to exceed $30.0 million outstanding
         after giving effect to such incurrence;

                  (xi)     obligations in respect of performance and surety
         bonds and completion guarantees (including, without limitation, related
         letters of credit) provided by the Company or any Restricted Subsidiary
         in the ordinary course of business; and

                  (xii)    the incurrence by the Company or any of its
         Restricted Subsidiaries of additional Indebtedness or Disqualified
         Stock in an aggregate principal amount (or accreted value, as
         applicable) outstanding or, in the case of Disqualified Stock,


                                       53
<PAGE>

         liquidation preference after giving effect to such incurrence,
         including, without limitation, all Permitted Refinancing Indebtedness
         incurred to refund, refinance or replace any Indebtedness or
         Disqualified Stock incurred pursuant to this clause (xii), not to
         exceed $30.0 million.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness or Disqualified Stock meets the criteria of
more than one of the categories of Permitted Indebtedness described in clauses
(i) through (xii) above or is entitled to be incurred pursuant to the first
paragraph of this Section 4.09, the Company shall, in its sole discretion,
classify such item of Indebtedness or Disqualified Stock in any manner that
complies with this Section 4.09 and such item of Indebtedness or Disqualified
Stock will be treated as having been incurred pursuant to only one of such
clauses or pursuant to the first paragraph of this Section 4.09. Accrual of
interest or dividends, accretion or amortization of original issue discount will
not be deemed to be an incurrence of Indebtedness or Disqualified Stock for
purposes of this Section 4.09.

SECTION 4.10   ASSET SALES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (a) the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the fair market value (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 (b) at least 75% of the consideration therefor
received by the Company or such Restricted Subsidiary is in the form of (i) cash
or Cash Equivalents or (ii) property or assets that are used or useful in a
Permitted Business, or the Capital Stock of any Person engaged in a Permitted
Business if, as a result of the acquisition by the Company or any Restricted
Subsidiary thereof, such Person becomes a Restricted Subsidiary. For purposes of
this Section 4.10 each of the following shall be deemed cash: (x) any
liabilities (as shown on the Company's or such Restricted Subsidiary's most
recent balance sheet), of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any guarantee thereof) that are assumed by the transferee of any
such assets pursuant to a customary novation agreement that releases the Company
or such Restricted Subsidiary from further liability, (y) any securities, notes
or other obligations received by the Company or any such Restricted Subsidiary
from such transferee that are converted by the Company or such Restricted
Subsidiary into cash or Cash Equivalents within 180 days of their receipt by the
Company or such Restricted Subsidiary, but only to the extent of the cash or
Cash Equivalents received, and (z) any Designated Noncash Consideration received
by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Noncash
Consideration received pursuant to this clause (z) that is at that time
outstanding, not to exceed 15% of Total Assets at the time of the receipt of
such Designated Noncash Consideration (with the fair market value of each item
of Designated Noncash Consideration being measured at the time received and
without giving effect to subsequent changes in value); PROVIDED that the 75%
limitation referred to in clause (b) above will not apply to any Asset Sale in
which the cash or Cash Equivalents portion of the consideration received
therefrom, determined in accordance with subclauses (x), (y) and (z) above, is
equal to or greater than what the after-tax proceeds would have been had such
Asset Sale complied with the aforementioned 75% limitation.


                                       54
<PAGE>

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or such Restricted Subsidiary, as the case may be, shall apply
such Net Proceeds, at its option (or to the extent the Company or Merrill
Communications LLC is required to apply such Net Proceeds pursuant to the terms
of the New Credit Facility), to (a) repay or purchase Senior Indebtedness or
Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted
Subsidiary, as the case may be; PROVIDED that if the Company shall so repay or
purchase Pari Passu Indebtedness of the Company, it will equally and ratably
reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the
Notes may not then be redeemed, the Company shall make an offer (in accordance
with the procedures set forth below for an Asset Sale Offer) to all Holders of
Notes to purchase at a purchase price equal to 100% of the principal amount of
the Notes, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of purchase, the Notes that would otherwise be redeemed, or
(b) an investment in property, the making of a capital expenditure or the
acquisition of assets that are used or useful in a Permitted Business, or the
acquisition of Capital Stock of any Person primarily engaged in a Permitted
Business if (i) as a result of the acquisition by the Company or any Restricted
Subsidiary thereof, such Person becomes a Restricted Subsidiary or (ii) the
Investment in such Capital Stock is permitted by clause (f) of the definition of
Permitted Investments. Pending the final application of any such Net Proceeds,
the Company may temporarily reduce Indebtedness or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS".
When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
will be required to make an offer to all Holders of Notes (an "ASSET SALE
OFFER") to purchase the maximum principal amount of Notes that may be purchased
out of the Excess Proceeds, at an offer price in cash in an amount equal to 100%
of the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase, in accordance with the
procedures set forth in this Indenture. To the extent that any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes surrendered by Holders thereof in
connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased as set forth under Sections 3.02
and 3.03 hereof. Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Indenture relating to such Asset Sale Offer, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations described in this Indenture by virtue thereof.

SECTION 4.11   TRANSACTIONS WITH AFFILIATES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each of the foregoing, an "AFFILIATE
TRANSACTION"), unless (a) such Affiliate


                                       55
<PAGE>

Transaction is on terms that are no less favorable to the Company or such
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 (b) the Company delivers to the Trustee, with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $7.5 million, either (i) a resolution of
the Board of Directors set forth in an Officers' Certificate certifying that
such Affiliate Transaction complies with clause (a) above and that such
Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors or (ii) an opinion as to the fairness to the
Holders of such Affiliate Transaction from a financial point of view issued by
an accounting, appraisal or investment banking firm of national standing.

         Notwithstanding the foregoing, the following items shall not be deemed
to be Affiliate Transactions: (a) customary directors' fees, indemnification or
similar arrangements or any employment agreement or other compensation plan or
arrangement entered into by the Company or any of its Restricted Subsidiaries in
the ordinary course of business (including, without limitation, ordinary course
loans to employees not to exceed (i) $7.5 million outstanding in the aggregate
at any time and (ii) $2.0 million to any one employee) and consistent with the
past practice of the Company or such Restricted Subsidiary; (b) transactions
between or among the Company and/or its Restricted Subsidiaries; (c) payments of
customary fees by the Company or any of their Restricted Subsidiaries to DLJ
Merchant Banking funds and its Affiliates made for any financial advisory,
financing, underwriting or placement services or in respect of other investment
banking activities, including, without limitation, in connection with
acquisitions or divestitures which are approved by a majority of the Board of
Directors in good faith; (d) any agreement as in effect on the Original Issuance
Date or any amendment thereto (so long as such amendment is not disadvantageous
to the Holders of the Notes in any material respect) or any transaction
contemplated thereby; (e) payments and transactions in connection with the
Merger and the Merger Financing (including, without limitation, the Financial
Advisory Fee and any payments made pursuant to the Merger Agreement), the New
Credit Facility (including, without limitation, commitment, syndication and
arrangement fees payable thereunder) and the Offering (including, without
limitation, underwriting discounts and commissions in connection therewith) and
the application of the proceeds thereof, and the payment of the fees and
expenses with respect thereto; (f) Restricted Payments that are permitted by
Section 4.07 hereof and any Permitted Investments; and (g) sales of accounts
receivable, or participations therein, in connection with any Receivables
Facility.

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, other than a Permitted Lien, that secures obligations under any
Pari Passu Indebtedness or subordinated Indebtedness of the Company on any asset
or property now owned or hereafter acquired by the Company or any of its
Restricted Subsidiaries, or any income or profits therefrom or assign or convey
any right to receive income therefrom, unless the Notes are equally and ratably
secured with the obligations so secured until such time as such obligations are
no longer secured by a Lien; PROVIDED that, in any case involving a Lien
securing subordinated Indebtedness of the Company, such Lien is subordinated to
the Lien securing the Notes to the same extent that such subordinated
Indebtedness is subordinated to the Notes.


                                       56
<PAGE>

SECTION 4.13   CORPORATE 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) the
corporate, partnership or other existence of itself and 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 its Restricted 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 itself and any of its
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 Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders of the Notes.

SECTION 4.14   OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

         (a)      Upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) 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 aggregate principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
date of repurchase (the "CHANGE OF CONTROL PAYMENT"). Within 90 days following
any Change of Control, the Company will (or will cause the Trustee to) mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of Control and offering to repurchase Notes on the date specified in
such notice, which date shall be no earlier than 30 days and no later than 60
days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"),
pursuant to the procedures required by this Indenture and described in such
notice. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Indenture relating to such Change of Control Offer, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture
by virtue thereof.

         On the Change of Control Payment Date, the Company shall, to the extent
lawful, (a) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (b) 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 (c) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount 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 to any unpurchased portion of the Notes
surrendered, if any; PROVIDED that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof. Prior to complying with the
provisions of this Section 4.14, but in any event within 90 days following a
Change of Control, the Company shall either repay all outstanding Senior
Indebtedness or obtain the requisite


                                       57
<PAGE>

consents, if any, under all agreements governing outstanding Senior Indebtedness
to permit the repurchase of Notes required by this Section 4.14. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

         Notwithstanding anything to the contrary in this Section 4.14, the
Company will 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
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

SECTION 4.15   NO SENIOR SUBORDINATED INDEBTEDNESS.

         The Company shall not incur any Indebtedness that is subordinate or
junior in right of payment to any Senior Indebtedness and senior in right of
payment to the Notes and no Guarantor shall incur any Indebtedness that is
subordinate or junior in right of payment to any Senior Indebtedness and senior
in any respect in right of payment to such Guarantor's Note Guarantee.

SECTION 4.16   LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; PROVIDED that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if (a) the Company or such Restricted Subsidiary, as the case may
be, could have (i) incurred Indebtedness in an amount equal to the Attributable
Indebtedness relating to such sale and leaseback transaction pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.09 hereof and (ii)
incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof, (b)
the gross cash proceeds of such sale and leaseback transaction are at least
equal to the fair market value (as determined in good faith by the Board of
Directors and set forth in an Officers' Certificate delivered to the Trustee) of
the property that is the subject of such sale and leaseback transaction and (c)
the transfer of assets in such sale and leaseback transaction is permitted by,
and the Company applies the proceeds of such transaction in compliance with,
Section 4.10 hereof.

SECTION 4.17   PAYMENTS FOR CONSENT.

         Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

SECTION 4.18   ADDITIONAL NOTE GUARANTEES.

         If the Company or any of its Subsidiaries shall acquire or create a
Wholly Owned Restricted Subsidiary after the date of this Indenture, then such
newly acquired or created Wholly Owned Restricted Subsidiary shall execute a
Note Guarantee in the form of a Supplemental


                                       58
<PAGE>

Indenture and deliver an Opinion of Counsel, in accordance with the terms of
this Indenture, except for (i) all Subsidiaries organized outside of the United
States and its territories, (ii) all Subsidiaries that have properly been
designated as Unrestricted Subsidiaries in accordance with this Indenture for so
long as they continue to constitute Unrestricted Subsidiaries and (iii) all
Subsidiaries that have not guaranteed any Indebtedness under the New Credit
Facility.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01   MERGER, CONSOLIDATION, OR SALE OF ASSETS.

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions to, another Person, unless (a) the Company is the
surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, 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, (b) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Registration Rights
Agreement, the Notes and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee, (c) immediately after such
transaction no Default or Event of Default exists and (d) the Company or the
Person formed by or surviving any such consolidation or merger (if other than
the Company), or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made (i) 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 Fixed Charge Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof or (ii) would
(together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage
Ratio immediately after such transaction (after giving PRO FORMA effect thereto
as if such transaction had occurred at the beginning of the applicable
four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its
Restricted Subsidiaries immediately prior to such transaction. The foregoing
clause (d) will not prohibit the Merger or (i) a merger between the Company and
a Wholly Owned Subsidiary of the Company created for the purpose of holding the
Capital Stock of the Company, (ii) a merger between the Company and a Wholly
Owned Restricted Subsidiary or (iii) a merger between the Company and an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another State of the United States so long as, in the case of clauses (i), (ii),
and (iii), the amount of Indebtedness of the Company and its Restricted
Subsidiaries is not increased thereby. The Company shall not lease all or
substantially all of its assets to any Person.

SECTION 5.02   SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation of the Company with or any merger of the Company
into another Person, 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


                                       59
<PAGE>

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 or Liquidated Damages, if any,
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.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01   EVENTS OF DEFAULT.

         Each of the following constitutes an Event of Default:

         (a)      default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes (whether or not prohibited by
Article 10 hereof);

         (b)      default in payment when due of the principal of or premium, if
any, on the Notes (whether or not prohibited by Article 10 hereof);

         (c)      failure by the Company or any of its Restricted Subsidiaries
for 30 days after receipt of notice from the Trustee or Holders of at least 25%
in principal amount of the Notes then outstanding to comply with Sections 4.07,
4.09, 4.10 or 4.14 or Article 5 hereof;

         (d)      failure by the Company for 60 days after notice from the
Trustee or the Holders of at least 25% in principal amount of the Notes then
outstanding to comply with any of its other agreements in this Indenture or the
Notes;

         (e)      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
is created after the Original Issuance Date, which default (i) is caused by a
failure to pay Indebtedness at its stated final maturity (after giving effect to
any applicable grace period provided in such Indebtedness) (a "PAYMENT DEFAULT")
or (ii) results in the acceleration of such Indebtedness prior to its stated
final maturity and, in each case, the principal amount of any 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 $10.0 million or more;

         (f)      failure by the Company or any of its Restricted Subsidiaries
to pay final judgments aggregating in excess of $10.0 million (net of any
amounts with respect to which a reputable and creditworthy insurance company has
acknowledged liability in writing), which judgments are not paid, discharged or
stayed for a period of 60 days;


                                       60
<PAGE>

         (g)      except as permitted by this Indenture, any Note Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor, or any
Person acting on behalf of any Guarantor, shall deny or disaffirm its
obligations under the Note Guarantees;

         (h)      the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary:

                  (i)      commences a voluntary case under any Bankruptcy Law,

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

                  (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

         (i)      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 that is a Significant Subsidiary in an
         involuntary case;

                  (ii)     appoints a Custodian of the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary or for all or
         substantially all of the property of the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary; or

                  (iii)    orders the liquidation of the Company or any of its
         Restricted Subsidiaries that is a Significant Subsidiary;

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

SECTION 6.02   ACCELERATION.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company or any
Restricted Subsidiary that is a Significant Subsidiary) occurs and is
continuing, the Holders of at least 25% in principal amount of the then
outstanding Notes may direct the Trustee to declare all the Notes to be due and
payable immediately. Upon any such declaration, the Notes shall become due and
payable immediately. However, so long as any Indebtedness permitted to be
incurred pursuant to the New Credit Facility shall be outstanding, such
acceleration shall not be effective until the earlier of (i) an acceleration of
any such Indebtedness under the New Credit Facility or (ii) five Business Days
after receipt by the Company and the administrative agent under the New Credit
Facility of written notice of such acceleration. Notwithstanding the foregoing,
if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof
occurs with respect to the Company or any of its Restricted Subsidiaries that is
a Significant Subsidiary, (i) all outstanding Notes shall, IPSO FACTO, be due
and payable immediately without further action or notice and (ii) the Company
shall


                                       61
<PAGE>

promptly notify the Trustee of such Event of Default (although the Notes
shall become due and payable immediately upon the occurrence of such Event of
Default as specified in clause (i) regardless of whether the Company so notifies
the Trustee). The Holders of a majority in aggregate principal amount of the
then outstanding Notes by written notice to the Trustee may on behalf of all of
the Holders rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Liquidated Damages, if
any, that has become due solely because of the acceleration) have been cured or
waived; PROVIDED that in the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (e) of Section 6.01 hereof,
the declaration of acceleration of the Notes shall be automatically annulled if
the holders of any Indebtedness described in clause (e) of Section 6.01 hereof
have rescinded the declaration of acceleration in respect of such Indebtedness
within 30 days of the date of such declaration and if (i) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (ii) all existing Events of Default, except
non-payment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.

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 and Liquidated Damages, if any, 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 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 and Liquidated Damages, if any, or interest
on, the Notes (including, without limitation, in connection with an offer to
purchase) (PROVIDED, HOWEVER, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration and
its consequences, including, without limitation, 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.


                                       62
<PAGE>

SECTION 6.05   CONTROL BY MAJORITY.

         Holders of a majority in principal amount 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 result in the
incurrence of liability by the Trustee.

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 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 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 and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including, without limitation, 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 and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest and Liquidated Damages, if any, on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient


                                       63
<PAGE>

to cover the costs and expenses of collection, including, without
limitation, 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, without limitation, 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 6, 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, without limitation, 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 Senior Indebtedness to the extent required by
Article 10 or Section 11.02 hereof;

         THIRD:  to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium and Liquidated Damages, 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 and Liquidated Damages, if any and
interest, respectively; and

         FOURTH:  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.


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<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, without
limitation, 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 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 man would exercise or use under the circumstances in the conduct of his
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 but need not verify the contents thereof.

         (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 7.01;

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

                  (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 Sections 6.02, 6.04 or 6.05
         hereof.


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<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), (c), (e) and (f) of this Section 7.01 and Section 7.02
hereof.

         (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 Holder 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 and shall be fully protected
in acting or refraining from acting 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 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.

         (g)      Except with respect to Section 4.01 hereof, the Trustee shall
have no duty to inquire as to the performance of the Company's covenants in
Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge
of any Default or Event of Default except (i) any Event of Default occurring
pursuant to Sections 6.01(a), 6.01(b) and 4.01 or (ii) any Default or


                                       66
<PAGE>

Event of Default of which the Trustee shall have received written notification
or obtained actual knowledge.

         (h)      The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee may, in its discretion, make such further inquiry or investigation
into such facts or matters as it may see fit and if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Company personally or by agent or
attorney.

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

         (j)      Delivery of reports, information and documents to the Trustee
under Section 4.03 is for informational purposes only and the Trustee's receipt
of the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 7.03   INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee 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 Commission for 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 it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after such Default or Event Default
becomes known to the Trustee. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest or Liquidated
Damages, if any, 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.


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<PAGE>

SECTION 7.06   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

         Within 60 days after each March 1 beginning with the March 1 following
the Original Issuance Date, 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 Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA Section (b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 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 Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
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 the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. 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.

         The Company and the Guarantors shall jointly and severally indemnify
the Trustee and its agents, employees, officers, directors and shareholders for,
and hold the same harmless against, any and all losses, liabilities or expenses
(including, without limitation, reasonable attorneys' fees and expenses)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including, without
limitation, the costs and expenses of enforcing this Indenture against the
Company (including, without limitation, 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 with counsel
reasonably satisfactory to the Trustee, and the Trustee shall cooperate in the
defense at the Company's expense. The Trustee may have separate counsel but
shall not be indemnified by the Company or any Guarantor for fees and expenses
of such counsel except to the extent that a conflict exists with respect to the
representation of both parties by the same 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 and the Guarantors under this Section
7.07 shall survive the resignation or removal of the Trustee and/or the
satisfaction and discharge or termination of this Indenture.


                                       68
<PAGE>

         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 resignation or removal
of the Trustee and/or the satisfaction and discharge or termination 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, without limitation, 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 Section 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 Notes of a
majority in principal amount 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.

         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 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 Notes of at least 10% in principal amount 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 hereof, 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.


                                       69
<PAGE>

         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 $100.0
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 Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated 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 and the Guarantors shall, subject
to the satisfaction of the conditions


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<PAGE>

set forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes and Note Guarantees 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 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 payments
in respect of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on such Notes when such payments are due from the trust
referred to below,

         (b)      the Company's obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust,

         (c)      the rights, powers, trusts, duties and immunities of the
Trustee, and the Company's obligations in connection therewith and

         (d)      the Legal Defeasance provisions of this Indenture.

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 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.14, 4.15, 4.16 and 4.17 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (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 hereof, 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.


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<PAGE>

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 U.S. 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, premium, if any, and
interest and Liquidated Damages, 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 Legal Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (ii) since
the Original Issuance Date, 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, subject to customary assumptions and
exclusions, 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 Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that, subject to customary assumptions and
exclusions, the Holders of the outstanding Notes will not recognize income, gain
or loss for 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;

         (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 Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 123rd day after the date of deposit;

         (e)      such Legal Defeasance or Covenant Defeasance will 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 must have delivered to the Trustee an Opinion of
Counsel to the effect that, subject to customary assumptions and exclusions,
after the 123rd day following the deposit, the trust funds will not be subject
to the effect of Section 547 of the United States Bankruptcy Code or any
analogous New York State law provision or any other applicable federal


                                       72
<PAGE>

or New York bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

         (g)      the Company must deliver 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 with
the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

         (h)      the Company must deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel (which opinion may be subject to customary
assumptions and exclusions), each stating that all conditions precedent provided
for relating to the Legal Defeasance or the Covenant Defeasance have been
complied with.

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, without limitation, 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, without limitation, 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 and Liquidated Damages, if any, 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, if any,
or interest or Liquidated Damages, if any, on any Note and remaining unclaimed
for two years after such principal, and premium, if any, or interest or
Liquidated Damages, if any, 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


                                       73
<PAGE>

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 trustees 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.

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 Company's obligations 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, if any, or interest or Liquidated Damages, if
any, 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, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Guarantees or the Notes 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 or to alter the provisions of Article 2 hereof (including,
without limitation, the related definitions) in a manner that does not
materially adversely affect any Holder;

         (c)      to provide for the assumption of the Company's or any
Guarantor's obligations to the Holders of the Notes by a successor to the
Company or such Guarantor pursuant to Article 5 hereof;

         (d)      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 hereunder of any Holder of the Note;


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<PAGE>

         (e)      to comply with requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the TIA;

         (f)      to provide for guarantees of the Notes; or

         (g)      to evidence and provide acceptance of the appointment of a
successor Trustee under the Indenture.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors 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 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 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, the
Guarantors and the Trustee may amend or supplement this Indenture (including,
without limitation, Section 3.09, 4.10 and 4.14 hereof), the Guarantees and the
Notes with the consent of the Holders of at least a majority in principal amount
of the Notes (including, without limitation, Additional Notes, if any) then
outstanding voting as a single class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, the 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, if any, or interest or Liquidated Damages,
if any, on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including,
without limitation, consents obtained in connection with the purchase of, or
tender offer or exchange offer for, the Notes). Notwithstanding the foregoing,
any (i) amendment to or waiver of Section 4.14 hereof, and (ii) amendment to
Article 10 herein will require the consent of the Holders of at least two-thirds
in aggregate principal amount of the Notes then outstanding if such amendment
would materially adversely affect the rights of Holders of Notes. Sections 2.08
and 2.09 hereof shall determine which Notes are considered to be "outstanding"
for purposes of this Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors 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 in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly 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.


                                       75
<PAGE>

         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, or at least two-thirds, as the case may be, in aggregate
principal amount of the Notes (including, without limitation, Additional Notes,
if any) then outstanding voting as a single class 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 under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

         (a)      reduce the principal amount 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 Sections 4.10 and 4.14 hereof),

         (c)      reduce the rate of or extend the time for payment of interest
on any Note,

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

         (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,

         (g)      waive a redemption payment with respect to any Note (other
than Sections 4.10 and 4.14 hereof), or

         (h)      release any Guarantor from its obligations under its Guarantee
or this Indenture, except in accordance with the terms of this Indenture; or

         (i)      make any change in the foregoing amendment and waiver
provisions.

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.


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<PAGE>

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 Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note 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.

SECTION 9.05   NOTATION ON OR EXCHANGE OF NOTES.

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

         Failure to make the appropriate notation or issue a new Note 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 amended 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. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
11.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01  AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Holder by accepting a Note agrees, that
the payment of Subordinated Note Obligations are subordinated in right of
payment, to the extent and in the manner set forth in this Article 10, to the
prior payment in full in cash or Cash Equivalents of all Senior Indebtedness,
whether outstanding on the Original Issuance Date or thereafter incurred and
that the subordination is for the benefit of the holders of Senior Indebtedness.
The provisions of this Article 10 shall constitute a continuing offer to all
Persons that, in reliance upon such provisions, become holders of, or continue
to hold Senior Indebtedness, and they or each of them may enforce the rights of
holders of Senior Indebtedness hereunder, subject to the terms and provisions
hereof.


                                       77
<PAGE>

SECTION 10.02  CERTAIN DEFINITIONS.

         "DESIGNATED SENIOR INDEBTEDNESS" means (a) any Indebtedness outstanding
under the New Credit Facility and (b) any other Senior Indebtedness permitted
under this Indenture the principal amount of which is $25.0 million or more and
that has been designated by the Company in writing to the Trustee as "Designated
Senior Indebtedness."

         "PERMITTED JUNIOR SECURITIES" means Equity Interests in the Company or
unsecured debt securities of the Company that are subordinated to all Senior
Indebtedness (and any debt securities issued in exchange for Senior
Indebtedness) to substantially the same extent as, or to a greater extent than,
the Notes are subordinated to Senior Indebtedness that have a final maturity
date and a Weighted Average Life to Maturity which is at least six months
greater than the final maturity of the Senior Indebtedness (and any debt
securities issued in exchange for Senior Indebtedness).

         "REPRESENTATIVE" means the indenture trustee or other trustee, agent or
representative for any Senior Indebtedness.

         "SENIOR INDEBTEDNESS" means, with respect to any Person, (a) all
Obligations of such Person outstanding under the New Credit Facility and all
Hedging Obligations payable to a lender or an Affiliate thereof or to a Person
that was a lender or an Affiliate thereof at the time the contract was entered
into under the New Credit Facility or any of its Affiliates, including, without
limitation, interest accruing subsequent to the filing of, or which would have
accrued but for the filing of, a petition for bankruptcy, whether or not such
interest is an allowable claim in such bankruptcy proceeding, (b) any other
Indebtedness, unless the instrument under which such Indebtedness is incurred
expressly provides that it is subordinated in right of payment to any other
Senior Indebtedness of such Person and (c) all Obligations with respect to the
foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include (i) any liability for federal, state, local or
other taxes, (ii) any Indebtedness of such Person (other than pursuant to the
New Credit Facility) to any of its Subsidiaries or other Affiliates, (iii) any
trade payables or (iv) any Indebtedness that is incurred in violation of this
Indenture.

         "SUBORDINATED NOTE OBLIGATIONS" means all Obligations with respect to
the Notes, including, without limitation, principal, premium, if any, interest
and Liquidated Damages, if any, payable pursuant to the terms of the Notes
(including, without limitation, upon the acceleration or redemption thereof),
together with and including, without limitation, any amounts received or
receivable upon the exercise of rights of rescission or other rights of action
(including, without limitation, claims for damages) or otherwise.

         A "DISTRIBUTION" or "PAYMENT" may consist of a distribution, payment or
other transfer of assets by or on behalf of the Company (including, without
limitation, a redemption, repurchase or other acquisition of the Notes) from any
source, of any kind or character, whether in 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


                                       78
<PAGE>

relating to the Company or its property, an assignment for the benefit of
creditors or any marshaling of the Company's assets and liabilities, (a) the
holders of Senior Indebtedness will be entitled to receive payment in full in
cash or Cash Equivalents of all Obligations due in respect of such Senior
Indebtedness (including, without limitation, interest after the commencement of
any such proceeding, whether or not allowable as a claim in such proceeding, at
the rate specified in the applicable Senior Indebtedness) before the Holders of
Notes will be entitled to receive any payment with respect to the Subordinated
Note Obligations, and (b) until all Obligations with respect to Senior
Indebtedness are paid in full in cash or Cash Equivalents, any distribution to
which the Holders of Notes would be entitled but for this Article 10 shall be
made to the holders of Senior Indebtedness, except that in the case of either
(a) or (b), Holders of Notes may receive and retain Permitted Junior Securities
and payments and other distributions made from the trust described in Section
8.04 hereof.

SECTION 10.04  DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

         The Company may not make any payment or distribution to the Trustee or
any Holder upon or in respect of the Subordinated Note Obligations (except in
Permitted Junior Securities or from the trust described in Section 8.04 hereof)
until Obligations with respect to Senior Indebtedness have been paid in full in
cash or Cash Equivalents, if

         (a)      a default in the payment of the principal (including, without
limitation, reimbursement obligations in respect of letters of credit) of,
premium, if any, or interest on or commitment, letter of credit or
administrative fees relating to, Designated Senior Indebtedness occurs and is
continuing beyond any applicable period of grace in the agreement, indenture or
other document governing such Designated Senior Indebtedness, or

         (b)      any other default occurs and is continuing with respect to
Designated Senior Indebtedness that permits holders of the Designated Senior
Indebtedness as to which such default relates to accelerate its maturity and the
Trustee receives a notice of such default (a "PAYMENT BLOCKAGE NOTICE") from the
Company or the holders of any Designated Senior Indebtedness (or their
Representative).

         Payments on the Notes may and shall be resumed (a) in the case of a
payment default, upon the date on which such default is cured or waived and (b)
in case of a nonpayment default, the earlier of the date on which such
nonpayment default is cured or waived or 179 days after the date on which the
applicable Payment Blockage Notice is received, unless a Payment Default on
Designated Senior Indebtedness then exists. No new period of payment blockage
may be commenced unless and until 360 days have elapsed since the effectiveness
of the immediately prior Payment Blockage Notice. No nonpayment default 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 unless such default shall have been waived or cured for a period of not
less than 90 days.

SECTION 10.05  ACCELERATION OF SECURITIES.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Indebtedness of the
acceleration.


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SECTION 10.06  WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee or any Holder receives any payment of any
Subordinated Note Obligations at a time when the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Section
10.03 or 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 delivered,
upon written request, to, the holders of Senior Indebtedness as their interests
may appear or their Representative under the indenture or other agreement (if
any) pursuant to which Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of all
Obligations with respect to Senior Indebtedness 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 Indebtedness.

         With respect to the holders of Senior Indebtedness, 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 Indebtedness 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 Indebtedness, 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 Indebtedness 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 10.07  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 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior
Indebtedness as provided in this Article 10.

SECTION 10.08  SUBROGATION.

         After all Senior Indebtedness is paid in full in cash or Cash
Equivalents and until the Notes are paid in full, Holders of Notes shall be
subrogated (equally and ratably with all other Indebtedness pari passu with the
Notes) to the rights of holders of Senior Indebtedness to receive distributions
applicable to Senior Indebtedness to the extent that distributions otherwise
payable to the Holders of Notes have been applied to the payment of Senior
Indebtedness. A distribution made under this Article 10 to holders of Senior
Indebtedness that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

SECTION 10.09  RELATIVE RIGHTS.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Indebtedness. Nothing in this Indenture shall:


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                  (1)      impair, as between the Company and holders of notes,
         the obligation of the Company, which is absolute and unconditional, to
         pay principal of and interest and Liquidated Damages, if any, on the
         Notes in accordance with their terms;

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

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

         If the Company fails because of this Article 10 to pay principal of or
interest or Liquidated Damages, if any, on a Note on the due date, the failure
is still a Default or Event of Default.

SECTION 10.10  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

         No right of any holder of Senior Indebtedness 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 10.11  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, 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 of Notes 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
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness 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 10.12  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 10. 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.


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         The Trustee may hold Senior Indebtedness with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.

SECTION 10.13  AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such 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 such 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 Representative is hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Notes.

SECTION 10.14  NO WAIVER OF SUBORDINATION PROVISIONS.

         (a)      No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act by any such
holder.

         (b)      Without in any way limiting the generality of paragraph (a) of
this Section 10.14, the holders of Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the Trustee or any Holder,
without incurring responsibility to any Holder and without impairing or
releasing the subordination provided in this Article 10 or the obligations
hereunder of the Holders to the holders of Senior Indebtedness, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, any Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against either Company or any
other Person.

SECTION 10.15  AMENDMENTS.

         The provisions of this Article 10 (and the definitions used herein)
shall not be amended or modified without the written consent of a majority of
the holders of all Senior Indebtedness.

SECTION 10.16  TRUSTEE'S COMPENSATION NOT PREJUDICED.

         Nothing in this Article 10 shall apply to amounts due to the Trustee
pursuant to other sections of this Indenture.

                                   ARTICLE 11
                                 NOTE GUARANTEES

SECTION 11.01  GUARANTEES.

         Subject to this Article 11, each Guarantor hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors


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and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder and thereunder, that: (a)
the principal of and interest and Liquidated Damages, if any, on the Notes will
be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
and Liquidated Damages, if any, on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders and the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, each Guarantor shall be obligated
to pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

         Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder 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 such Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that the Note Guarantees shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, any Guarantor or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or any
Guarantor, any amount paid by either to the Trustee or such Holder, the Note
Guarantees, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of the Note Guarantees, notwithstanding any stay, injunction or
other prohibition prevention such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as proved in Article 6 hereof, such obligations (whether or not
due and payable) shall forthwith become due and payable by such Guarantor for
the purpose of the Note Guarantees.

SECTION 11.02  SUBORDINATION OF NOTE GUARANTEES.

         Each Guarantor agrees, and each Holder by accepting a Note agrees, that
its Obligations under the Note Guarantees pursuant to this Article 11 shall be
junior and subordinated to prior payment in full in cash or Cash Equivalents of
all the Senior Indebtedness of such Guarantor, including such Guarantor's
borrowings under, or guarantee of, the New Credit Facility, on the


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<PAGE>

same basis as the Notes are junior and subordinated to Senior Indebtedness of
the Company as provided in Article 10 hereof. For the purposes of the foregoing
sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments by the Guarantors only at such times as they may receive and/or
retain payments in respect of the Notes pursuant to this Indenture, including
Section 4.15 hereof.

SECTION 11.03  LIMITATION ON GUARANTORS LIABILITY.

         Each Guarantor and, by its acceptance of the Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantees
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state laws to the extent applicable to the Note
Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of the Guarantors
under the Note Guarantees and this Article 11 shall be limited to the maximum
amounts as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities including, without limitation, liabilities
under the New Credit Facility or guarantees of the New Credit Facility, of the
Guarantors that are relevant under such laws (specifically excluding however,
any liabilities of the undersigned (x) in respect of intercompany indebtedness
to the Company or other affiliates of the Company to the extent that such
indebtedness would be discharged in an amount equal to the amount paid by the
undersigned hereunder and (y) under any guarantee of subordinated indebtedness
which guarantee contains a limitation as to maximum amount similar to that set
forth in this paragraph, pursuant to which liability of the undersigned
hereunder is included in the liabilities taken into account in determining such
maximum amount) and after giving effect as assets to the value (as determined
under the applicable provisions of the Fraudulent Transfer Laws) of any rights
of subrogation, reimbursement, indemnification or contribution of the
undersigned pursuant to applicable law or pursuant to the terms of any agreement
(including any such right of contribution under this paragraph). The undersigned
desire to allocate among themselves (collectively, the "Contributing
Guarantors"), in a fair and equitable manner, their obligations arising under
this Guarantee. Accordingly, in the event any payment or distribution is made on
any date by any of the undersigned under this Guarantee (a "Funding Guarantor")
that exceeds its Fair Share (as defined below) as of such date, that Funding
Guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in the amount of such other Contributing Guarantor's
Fair Share Shortfall (as defined below) as of such date with the result that all
such contributions will cause each Contributing Guarantor's Aggregate Payments
(as defined below) to equal its Fair Share as of such date. "Fair Share" means,
with respect to an undersigned as of any date of determination, an amount equal
to (i) the ratio of (x) the Adjusted Maximum Amounts (as defined below) with
respect to such undersigned to (y) the aggregate of the Adjusted Maximum Amounts
with respect to all of the undersigned MULTIPLIED BY (ii) the aggregate amount
paid or distributed on or before such date by all Funding Guarantors under this
Guarantee in respect to the obligations guaranteed. "Fair Share Shortfall"
means, with respect to a Contributing Guarantor as of any date of determination,
the excess, if any, of the Fair Share of such Contributing Guarantor over the
Aggregate Payments of such Contributing Guarantor. "Adjusted Maximum Amount"
means, with respect to a Contributing Guarantor as of any date of determination,
the maximum aggregate amount of the obligations of such Contributing Guarantor
under this Guarantee determined as of such date in accordance with this
paragraph; PROVIDED that, solely for purposes of calculating the "Adjusted
Maximum Amount" with respect to any Contributing Guarantor for purposes of this
paragraph, any assets or liabilities of such


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<PAGE>

Contributing Guarantor arising by virtue of any rights to subrogation,
reimbursement or indemnification or any rights to or obligations of contribution
hereunder shall not be considered as assets or liabilities of such Contributing
Guarantor. "Aggregate Payments" means, with respect to a Contributing Guarantor
as of any date of determination, an amount equal to (i) the aggregate amount of
all payments and distributions made on or before such date by such Contributing
Guarantor in respect of this Guarantee MINUS (ii) the aggregate amount of all
payments received on or before such date by such Contributing Guarantor from the
other Contributing Guarantors as contributions under this paragraph. The amounts
payable as contributions hereunder shall be determined as of the date on which
the related payment or distribution is made by the applicable Funding Guarantor.
The allocation among Contributing Guarantors of their obligations as set forth
in this paragraph shall not be construed in any way to limit the liability of
any Contributing Guarantor hereunder.

SECTION 11.04  EXECUTION AND DELIVERY OF NOTE GUARANTEES.

         To evidence the Note Guarantees set forth in Section 11.01, each
Guarantor hereby agrees that this Indenture shall be executed on its behalf by
the president or one of its vice presidents.

         If an officer whose signature is on this Indenture no longer holds that
office at the time the Trustee authenticates the Notes, the Note Guarantees
shall be valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantees set
forth in this Indenture on behalf of the Guarantors.

SECTION 11.05  GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

         No Guarantor shall consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another Person whether or not
affiliated with such Guarantor unless:

         (a)      subject to Section 11.06 hereof, the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor or the
Company) unconditionally assumes all of the obligations of such Guarantor,
pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee, under the Indenture, the Registration Rights
Agreement and the Note Guarantees on the terms set forth herein or therein; and

         (b)      immediately after giving effect to such transaction, no
Default or Event of Default exists.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form and substance to the Trustee,
of the Note Guarantees and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by any Guarantor,
such successor Person shall succeed to and be substituted for such Guarantor
with the same effect as if it had been named herein as a Guarantor. All of the
Note Guarantees so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Note


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<PAGE>

Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of the Note Guarantees had been issued at the date
of the execution hereof.

SECTION 11.06  RELEASES OF NOTE GUARANTEE.

         In the event of (i) a sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, if such Guarantor applied the Net Proceeds of such sale in accordance
with the applicable provisions of this Indenture, including, without limitation,
Section 4.10 hereof, (ii) a sale or other disposition of all of the capital
stock of such Guarantor if the Net Proceeds of such sale are applied in
accordance with the applicable provisions of this Indenture, including, without
limitation, Section 4.10 hereof, or (iii) the designation of any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with
the applicable provisions of this Indenture, then such Guarantor (in the event
of a sale or other disposition, by way of merger, consolidation or otherwise, of
all of the capital stock of such Guarantor or the designation of any Restricted
Subsidiary as an Unrestricted Subsidiary) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under the Note Guarantees. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing
effect, the Trustee shall execute any documents reasonably required in order to
evidence the release the relevant Guarantor from its obligations under the Note
Guarantees.

SECTION 11.07  TRUSTEE'S COMPENSATION NOT PREJUDICED.

         Nothing in Section 11.02 shall apply to amounts due to the Trustee
pursuant to other sections of this Indenture.

                                   ARTICLE 12
                                  MISCELLANEOUS

SECTION 12.01  TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.02  NOTICES.

         Any notice or communication by the Company, the Guarantors 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.


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<PAGE>

         If to the Company or to the Guarantors:

                  Merrill Corporation
                  One Merrill Circle
                  St. Paul, Minnesota
                  Telecopier No.: (651) 659-7986
                  Attention:  Chief Financial Officer

         With a copy to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York 10017
                  Telecopier No.: (212) 450-4800
                  Attention:  Richard D. Truesdell, Jr., Esq.

         and to:

                  Oppenheimer Wolff & Donnelly LLP
                  45 South Seventh Street
                  Plaza VII, Suite 3400
                  Minneapolis, Minnesota  55402
                  Telecopier No.: (612) 607-7100
                  Attention:  Bruce A. Machmeier, Esq.

         If to the Trustee:

                  Norwest Bank Minnesota, N.A.,
                  Norwest Center
                  MAC #N9303-120
                  Sixth and Marquette
                  Minneapolis, MN  55479
                  Telecopier No.:  (612) 667-9825
                  Attention:  James R. Bryant

         The Company, the Guarantors 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 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 Section 313(c), to the extent required by the TIA.
Failure


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<PAGE>

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 12.03  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

         Holders may communicate pursuant to TIA Section 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 Section 312(c).

SECTION 12.04  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 12.05 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 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 12.05  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 Section 314(a)(4)) shall comply with the provisions of TIA
Section 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.



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<PAGE>

SECTION 12.06  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 12.07  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
SHAREHOLDERS; CONSENT TO SHAREHOLDER PAYMENT.

         No member, director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes or 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.

SECTION 12.08  GOVERNING LAW.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 12.09  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 12.10  SUCCESSORS.

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

SECTION 12.11  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 12.12  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.


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<PAGE>

SECTION 12.13         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.

[Signatures on following page]


                                       90
<PAGE>




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




                                        MERRILL CORPORATION


                                        By: /s/ Rick Atterbury
                                           ----------------------------------
                                                 Name:  Rick Atterbury


                                          Title:     Executive Vice President




                                        THE GUARANTORS,
                                        named in Schedule A hereto


                                        By: /s/ Rick Atterbury
                                           ----------------------------------
                                                 Name:  Rick Atterbury


                                          Title:     Attorney-in-fact




                                        NORWEST BANK MINNESOTA, N.A.,
                                            as trustee


                                        By: /s/ Timothy P. Mowdy
                                           ----------------------------------
                                                 Name:  Timothy P. Mowdy


                                         Title:      Corporate Trust Officer


<PAGE>


                                   SCHEDULE A


                                   Guarantors
                                   ----------

                        Merrill Real Estate Company

                        Merrill/Magnus Publishing Corporation

                        Merrill/New York Company

                        Merrill/May Inc.

                        Merrill/Alternatives, Inc.

                        Merrill International

                        FMC Resource Management Corporation

                        Merrill Training & Technology, Inc.

                        Merrill/Global, Inc.

                        Merrill/Executech, Inc.

                        Merrill/Daniels, Inc.

                        Merrill Communications LLC


                                        1


<PAGE>

                                   EXHIBIT A-1
                       (Face of Global or Definitive Note)


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




                                                              CUSIP ____________

                    ____% Senior Subordinated Notes due 2009

No. _____                                                           $___________

                               MERRILL CORPORATION

promises to pay to _______________, or registered assigns, the principal sum of
___________ Dollars on November 1, 2009.

Interest Payment Dates:             May 1 and November 1

Record Dates:                       April 15 and October 15


[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE, PURSUANT TO SECTION 2.06(h)(ii)
OF THE INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE, PURSUANT TO SECTION 2.06(h)
(i) OF THE INDENTURE]

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                       Dated:


                                       MERRILL CORPORATION


                                       By:________________________________
                                          Name:___________________________
                                          Title:__________________________


This is one of the Notes referred to
in the within-mentioned Indenture:

NORWEST BANK MINNESOTA, N.A.
as Trustee
     By:_______________________________
         Name:_________________________
         Title:________________________


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


                                     A1-F-1

<PAGE>

                                 (Back of Note)
                     12% Senior Subordinated Notes due 2009

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

         1.       INTEREST. Merrill Corporation, a Minnesota corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Note at 12%
per annum from November 23, 1999 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually on May 1 and November 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 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; and PROVIDED FURTHER
that the first Interest Payment Date shall be May 1, 2000. The Company shall pay
interest (including, without limitation, 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 to the extent lawful; it shall pay interest (including, without
limitation, post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (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) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are cancelled
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 Liquidated Damages, if
any, and interest at the office of the Paying Agent and Registrar. Holders of
Notes must surrender their Notes to the Paying Agent to collect principal
payments, and the Company may pay principal and interest and Liquidated Damages,
if any, by check and may mail checks to a Holder's registered address; PROVIDED
that all payments with respect to Global Notes will be paid by wire transfer of
immediately available funds to the account of the Depositary. 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, Norwest Bank Minnesota,
N.A., 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 or any of its Subsidiaries may act in any such capacity.

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of November 23, 1999 ("INDENTURE"), among the Company, the Guarantors
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 Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are obligations of the Company limited in
aggregate principal amount to $140,000,000 plus the aggregate principal amount
of any Additional Notes issued pursuant to Section 2.02 of the Indenture and in
compliance with Section 4.09 thereof.


                                     A1-R-1

<PAGE>

         5.   OPTIONAL REDEMPTION.

                  (a)      Except as provided in subparagraph (b) of this
         Paragraph 5, the Notes will not be redeemable at the Company's option
         prior to May 1, 2004. Thereafter, the Notes will be subject to
         redemption at any time at the option of the Company, in whole or in
         part, upon not less than 30 nor more than 60 days' notice, in cash at
         the redemption prices (expressed as percentages of principal amount)
         set forth below, plus accrued and unpaid interest and Liquidated
         Damages, if any, thereon to the applicable redemption date, if redeemed
         during the twelve-month period beginning on November 1 of the years
         indicated below:

<TABLE>
<CAPTION>

         YEAR                                                   PERCENTAGE
         ----                                                   ----------
         <S>                                                    <C>
         2004................................................    106.000%
         2005................................................    104.000%
         2006................................................    102.000%
         2007 and thereafter.................................    100.000%
</TABLE>

                  (b)      Notwithstanding the provisions of subparagraph (a) of
         this Paragraph 5, on or prior to November 1, 2002, the Company may
         redeem up to 35% of the aggregate principal amount of Notes from time
         to time originally issued under the Indenture in cash at a redemption
         price of 112.000% of the principal amount thereof, plus accrued and
         unpaid interest and Liquidated Damages, if any, thereon to the
         redemption date, with the net cash proceeds of one or more Public
         Equity Offerings; PROVIDED that at least 65% of the aggregate principal
         amount of Notes from time to time originally issued under the Indenture
         remains outstanding immediately after the occurrence of any such
         redemption; and PROVIDED FURTHER that such redemption shall occur
         within 90 days of the date of the closing of any such Public Equity
         Offering.

                  (c)      Any redemption pursuant to this subparagraph 5 shall
         be made pursuant to the provisions of Section 3.01 through 3.06 of the
         Indenture.

         6.       MANDATORY REDEMPTION. Except as set forth in paragraph 7
below, the Company shall not be required to make mandatory redemption payments
with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

                  (a)      Upon the occurrence of a Change of Control, each
         Holder of Notes will have the right to require the Company to
         repurchase all or any part (equal to $1,000 or an integral multiple
         thereof) of such Holder's Notes pursuant to the offer described in
         Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at an
         offer price in cash equal to 101% of the aggregate principal amount
         thereof plus accrued and unpaid interest and Liquidated Damages, if
         any, thereon to the date of repurchase (the "CHANGE OF CONTROL
         PAYMENT"). Within 90 days following any Change of Control, the Company
         will (or will cause the Trustee to) mail a notice to each Holder
         describing the transaction or transactions that constitute the Change
         of Control and offering to repurchase Notes on the date specified in
         such notice, which date shall be no earlier than 30 days and no later
         than 60 days from the date such notice is mailed, pursuant to the
         procedures required by the Indenture and described in such notice.

                  (b)      Within 365 days after the receipt of any Net Proceeds
         from an Asset Sale, the Company or Restricted Subsidiary, as the case
         may be, shall apply such Net Proceeds, at its option (or the extent the
         Company is required to apply such Net Proceeds pursuant to the terms of
         the New Credit Facility), to (a) repay or repurchase Senior
         Indebtedness or Pari Passu Indebtedness of the Company or any
         Indebtedness of any Restricted Subsidiary, as the case may be, PROVIDED
         that, if the Company shall so repay or purchase Pari Passu Indebtedness
         of the Company, it will equally and ratably reduce Indebtedness under
         the Notes if the Notes are then


                                     A1-R-2
<PAGE>

         redeemable, or, if the Notes may not then be redeemed, the Company
         shall make an offer (in accordance with the procedures set forth below
         for an Asset Sale Offer) to all Holders of Notes to purchase at a
         purchase price equal to 100% of the principal amount of the Notes, plus
         accrued and unpaid interest and Liquidated Damages, if any, thereon to
         the date of purchase, the Notes that would otherwise be redeemed, or
         (b) an investment in property, the making of a capital expenditure or
         the acquisition of assets that are used or useful in a Permitted
         Business, or Capital Stock of any Person primarily engaged in a
         Permitted Business if (i) as a result of the acquisition by the Company
         or any Restricted Subsidiary thereof, such Person becomes a Restricted
         Subsidiary or (ii) the Investment in such Capital Stock is permitted by
         clause (f) of the definition of Permitted Investments. Pending the
         final application of any such Net Proceeds, the Company may temporarily
         reduce Indebtedness or otherwise invest such Net Proceeds in any manner
         that is not prohibited by the Indenture. Any Net Proceeds from Asset
         Sales that are not applied or invested as provided in the first
         sentence of this paragraph will be deemed to constitute "EXCESS
         PROCEEDS". When the aggregate amount of Excess Proceeds exceeds $15.0
         million, the Company will be required to make an offer to all Holders
         of Notes (an "ASSET SALE OFFER") to purchase the maximum principal
         amount of Notes that may be purchased out of the Excess Proceeds, at an
         offer price in cash in an amount equal to 100% of the principal amount
         thereof, plus accrued and unpaid interest and Liquidated Damages, if
         any, thereon to the date of purchase, in accordance with the procedures
         set forth in the Indenture. To the extent that any Excess Proceeds
         remain after consummation of an Asset Sale Offer, the Company may use
         any remaining Excess Proceeds for any purpose not otherwise prohibited
         by the Indenture. If the aggregate principal amount of Notes
         surrendered by Holders thereof in connection with an Asset Sale Offer
         exceeds the amount of Excess Proceeds, the Trustee shall select the
         Notes to be purchased as set forth in Sections 3.02 and 3.03 of the
         Indenture. Upon completion of such offer to purchase, the amount of
         Excess Proceeds shall be reset at zero. Holders of Notes that are the
         subject of an offer to purchase 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 by
first class mail at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, 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 denominations of $1,000 and integral multiples of
$1,000. 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 exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         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 or the Notes 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 or the Notes 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 or the Notes 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 in a
manner that does


                                     A1-R-3

<PAGE>

not materially adversely affect any Holder, to provide for the assumption of the
Company's or Guarantors' obligations to Holders of the Notes by a successor to
the Company or the Guarantors 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, to comply with the requirements of the Commission in order
to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, or to provide for additional guarantees of the Notes.

         12.      DEFAULTS AND REMEDIES. Each of the following constitutes an
"EVENT OF DEFAULT": (a) default for 30 days in the payment when due of interest
on, or Liquidated Damages with respect to, the Notes (whether or not prohibited
by Article 10 of the Indenture); (b) default in payment when due of the
principal of or premium, if any, on the Notes (whether or not prohibited by
Article 10 of the Indenture); (c) failure by the Company or any of its
Restricted Subsidiaries for 30 days after receipt of notice from the Trustee or
Holders of at least 25% in principal amount of the Notes then outstanding to
comply with Sections 4.07, 4.09, 4.10 or 4.14 or Article 5 of the Indenture; (d)
failure by the Company for 60 days after notice from the Trustee or the Holders
of at least 25% in principal amount of the Notes then outstanding to comply with
any of its other agreements in the Indenture or the Notes; (e) 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 is created after the Original Issuance
Date, which default (i) is caused by a failure to pay Indebtedness at its stated
final maturity (after giving effect to any applicable grace period provided in
such Indebtedness) (a "PAYMENT DEFAULT") or (ii) results in the acceleration of
such Indebtedness prior to its stated final maturity and, in each case, the
principal amount of any 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 $10.0 million or more; (f)
failure by the Company or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $10.0 million (net of any amounts with
respect to which a reputable and creditworthy insurance company has acknowledged
liability in writing), which judgments are not paid, discharged or stayed for a
period of 60 days; (g) except as permitted by the Indenture, the Note Guarantees
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force any effect or the Guarantors, or any
Person acting on behalf of the Guarantors, shall deny or disaffirm its
obligations under the Note Guarantees; and (h) certain events of bankruptcy or
insolvency as described in the Indenture.

         If any Event of Default (other than certain events of bankruptcy or
insolvency) occurs and is continuing, the Holders of at least 25% in principal
amount of the then outstanding Notes may direct the Trustee to declare all the
Notes to be due and payable immediately. Upon any such declaration, the Notes
shall become due and payable immediately. However, so long as any Indebtedness
permitted to be incurred pursuant to the New Credit Facility shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
an acceleration under any such Indebtedness under the New Credit Facility or
(ii) five Business Days after receipt by the Company and the administrative
agent under the New Credit Facility of written notice of such acceleration.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium or Liquidated Damages, if any, that has become
due solely because of the acceleration) have been cured or waived; PROVIDED that
in the event of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in clause (e) of Section 6.01 of the Indenture, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (e) of Section 6.01 of the
Indenture have rescinded the declaration of acceleration in respect of such
Indebtedness within 30 days of


                                     A1-R-4

<PAGE>

the date of such declaration and if (i) the annulment of the acceleration of the
Notes would not conflict with any judgment or decree of a court of competent
jurisdiction and (ii) all existing Events of Default, except non-payment of
principal or interest on the Notes that became due solely because of the
acceleration of the Notes, have been cured or waived. 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. The payment of Subordinated Note Obligations
will be subordinated in right of payment, as set forth in the Indenture, to the
prior payment in full in cash or Cash Equivalents of all Senior Indebtedness,
whether outstanding on the Original Issuance Date or thereafter incurred. The
Company agrees, and each Holder by accepting a Note agrees, that the payment of
principal of, premium and interest and Liquidated Damages, if any, on the Notes
is subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full in cash or Cash Equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

         14.      TRUSTEE DEALINGS WITH 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 member, director, officer,
employee or incorporator of the Company, as such, shall have any liability for
any obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder 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 survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         18.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement.

         19.      CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and 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.


                                     A1-R-5

<PAGE>

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

                  MERRILL CORPORATION
                  One Merrill Circle
                  St. Paul, Minnesota 55108
                  Telecopier No.: (651) 659-7986
                  Attention:  Kay A. Barber


                                     A1-R-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 Note)


                                Tax Identification No:__________________________




Signature Guarantee.


                                     A1-R-7

<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 4.14 of the Indenture, check the box below:

         / / Section 4.10                    / / Section 4.14

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________

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


                               Tax Identification No:___________________________




Signature Guarantee.


                                     A1-R-8

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


         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 a Definitive Note for an interest in this Global Note,
have been made:

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


</TABLE>



                                     A1-R-9

<PAGE>

                                 NOTE GUARANTEE

         Merrill Real Estate Company, Merrill/Magnus Publishing Corporation,
Merrill/New York Company, Merrill/May Inc., Merrill/Alternatives, Inc., Merrill
International, Inc., FMC Resource Management Corporation, Merrill Training &
Technology, Inc., Merrill/Global, Inc., Merrill/Executech, Inc.,
Merrill/Daniels, Inc. and Merrill Communications LLC (the "Guarantors") hereby
unconditionally guarantee, jointly and severally, to the fullest extent
permitted by law, (i) the due and punctual payment of the principal of, interest
and Liquidated Damages, if any, on the Notes, whether at the maturity or of the
principal of, interest and Liquidated Damages, if any, on the Notes, whether at
the maturity or interest payment date, by acceleration, call for redemption or
otherwise, and of interest on the overdue principal of, interest and Liquidated
Damages, if any, on the Notes and all other obligations of the Issuer to the
Holders or the Trustee under the Indenture or the Notes and (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at maturity,
by acceleration or otherwise.

         The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Note Guarantee and the Indenture are as expressly set forth in
Article 11 of the Indenture and in such other provisions of the Indenture as are
applicable to the Guarantors, and reference is hereby made to such Indenture for
the precise terms of this Note Guarantee. The terms of Article 11 of the
Indenture (including, without limitation, Section 11.03 of the Indenture) and
such other provisions of the Indenture as are applicable to the Guarantors are
incorporated herein by reference.

         This is a continuing guarantee and shall remain in full forces and
effect and shall be binding upon the Guarantors and their successors and assigns
until full and final payment of all of the Company's obligations under the Notes
and the Indenture and shall inure to the benefit of the successors and assigns
of the Trustee and the Holders and, in the event of any transfer or assignment
of rights by any Holder or the Trustee, the rights and privileges herein
conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof. This is
a guarantee of payment and not a guarantee of collection.

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

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

         THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF OTHER JURISDICTION
WOULD BE REQUIRED THEREBY.

                                    THE GUARANTORS, as named above


                                    By:_________________________________________
                                       Name:
                                       Title:   Attorney-in-Fact


                                    A1-R-10

<PAGE>

                                   EXHIBIT A-2
                  (Face of Regulation S Temporary Global Note)

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

                                                              CUSIP ____________

                       % Senior Subordinated Notes due 2009

No. _____                                                           $___________

                               MERRILL CORPORATION

promises to pay to _______________, or registered assigns, the principal sum of
___________ Dollars on November 1, 2009.

Interest Payment Dates:             May 1 and November 1

Record Dates:                       April 15 and October 15


[INSERT THE REGULATION S TEMPORARY GLOBAL NOTE LEGEND PURSUANT TO SECTION
2.06(h)(iii) OF THE INDENTURE]

[INSERT THE GLOBAL NOTE LEGEND PURSUANT TO SECTION 2.06(h)(ii) OF THE INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND PURSUANT TO SECTION 2.06(h)(i) OF THE
INDENTURE]

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                      Dated:


                                      MERRILL CORPORATION


                                      By:__________________________________
                                         Name:_____________________________
                                         Title:____________________________


This is one of the Notes referred to
in the within-mentioned Indenture:

NORWEST BANK MINNESOTA, N.A.,
as Trustee
     By:_________________________________
         Name:___________________________
         Title:__________________________


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


                                     A2-F-1

<PAGE>

                  (Back of Regulation S Temporary Global Note)

                     12% Senior Subordinated Notes due 2009

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

         1.       INTEREST. Merrill Corporation, a Minnesota corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Note at 12%
per annum from November 23, 1999 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually on November 1 and May 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 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; and PROVIDED FURTHER
that the first Interest Payment Date shall be May 1, 2000. The Company shall pay
interest (including, without limitation, 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 to the extent lawful; it shall pay interest (including, without
limitation, post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (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) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are cancelled
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 Liquidated Damages, if
any, and interest at the office of the Paying Agent and Registrar. Holders of
Notes must surrender their Notes to the Paying Agent to collect principal
payments, and the Company may pay principal and interest and Liquidated Damages,
if any, by check and may mail checks to a Holder's registered address; PROVIDED
that all payments with respect to Global Notes will be paid by wire transfer of
immediately available funds to the account of the Depositary. 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, Norwest Bank Minnesota,
N.A., 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 or any of its Subsidiaries may act in any such capacity.

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of November 23, 1999 ("INDENTURE"), between the Company, the Guarantors
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 Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are obligations of the Company limited in
aggregate


                                     A2-R-1

<PAGE>

principal amount to $140,000,000 plus the aggregate principal of any
Additional Notes issued pursuant to Section 2.02 of the Indenture in compliance
with Section 4.09 thereof.

         5.       OPTIONAL REDEMPTION. Except as provided in subparagraph (b) of
this Paragraph 5, the Notes will not be redeemable at the Company's option prior
to November 1, 2004. Thereafter, the Notes will be subject to redemption at any
time at the option of the Company, in whole or in part, upon not less than 30
nor more than 60 days' notice, in cash at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 1 of the
years indicated below:

<TABLE>
<CAPTION>
                  YEAR                                              PERCENTAGE
                  ----                                              ----------
                  <S>                                               <C>
                  2004...........................................    106.000%
                  2005...........................................    104.000%
                  2006...........................................    102.000%
                  2007 and thereafter............................    100.000%
</TABLE>

                  (b)      Notwithstanding the provisions of subparagraph (a) of
         this Paragraph 5, on or prior to November 1, 2002, the Company may
         redeem up to 35% of the aggregate principal amount of Notes from time
         to time originally issued under the Indenture in cash at a redemption
         price of 112.000% of the principal amount thereof, plus accrued and
         unpaid interest and Liquidated Damages, if any, thereon to the
         redemption date, with the net cash proceeds of one or more Public
         Equity Offerings; PROVIDED that at least 65% of the aggregate principal
         amount of Notes from time to time originally issued under the Indenture
         remains outstanding immediately after the occurrence of any such
         redemption; and PROVIDED FURTHER that such redemption shall occur
         within 90 days of the date of the closing of any such Public Equity
         Offering.

                  (c)      Any redemption pursuant to this subparagraph 5 shall
         be made pursuant to the provisions of Section 3.01 through 3.06 of the
         Indenture.

         6.       MANDATORY REDEMPTION. Except as set forth in paragraph 7
below, the Company shall not be required to make mandatory redemption payments
with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

                  (a)      Upon the occurrence of a Change of Control, each
         Holder of Notes will have the right to require the Company to
         repurchase all or any part (equal to $1,000 or an integral multiple
         thereof) of such Holder's Notes pursuant to the offer described in
         Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at an
         offer price in cash equal to 101% of the aggregate principal amount
         thereof plus accrued and unpaid interest and Liquidated Damages, if
         any, thereon to the date of repurchase (the "CHANGE OF CONTROL
         PAYMENT"). Within 90 days following any Change of Control, the Company
         will (or will cause the Trustee to) mail a notice to each Holder
         describing the transaction or transactions that constitute the Change
         of Control and offering to repurchase Notes on the date specified in
         such notice, which date shall be no earlier than 30 days and no later
         than 60 days from the date such notice is mailed, pursuant to the
         procedures required by the Indenture and described in such notice.

                  (b)      Within 365 days after the receipt of any Net Proceeds
         from an Asset Sale, the Company or Restricted Subsidiary, as the case
         may be, shall apply such Net Proceeds, at its option (or the extent the
         Company is required to apply such Net Proceeds pursuant to the terms of
         the New Credit Facility), to (a) repay or repurchase Senior
         Indebtedness or Pari Passu Indebtedness of the Company or any
         Indebtedness of any Restricted Subsidiary, as the case may be, PROVIDED
         that, if the Company shall so repay or purchase Pari Passu Indebtedness
         of the Company, it will equally and ratably reduce Indebtedness under
         the Notes if the Notes are then

                                     A2-R-2
<PAGE>

         redeemable, or, if the Notes may not then be redeemed, the Company
         shall make an offer (in accordance with the procedures set forth below
         for an Asset Sale Offer) to all Holders of Notes to purchase at a
         purchase price equal to 100% of the principal amount of the Notes, plus
         accrued and unpaid interest and Liquidated Damages, if any, thereon to
         the date of purchase, the Notes that would otherwise be redeemed, or
         (b) an investment in property, the making of a capital expenditure or
         the acquisition of assets that are used or useful in a Permitted
         Business, or Capital Stock of any Person primarily engaged in a
         Permitted Business if (i) as a result of the acquisition by the Company
         or any Restricted Subsidiary thereof, such Person becomes a Restricted
         Subsidiary or (ii) the Investment in such Capital Stock is permitted by
         clause (f) of the definition of Permitted Investments. Pending the
         final application of any such Net Proceeds, the Company may temporarily
         reduce Indebtedness or otherwise invest such Net Proceeds in any manner
         that is not prohibited by the Indenture. Any Net Proceeds from Asset
         Sales that are not applied or invested as provided in the first
         sentence of this paragraph will be deemed to constitute "EXCESS
         PROCEEDS". When the aggregate amount of Excess Proceeds exceeds $15.0
         million, the Company will be required to make an offer to all Holders
         of Notes (an "ASSET SALE OFFER") to purchase the maximum principal
         amount of Notes that may be purchased out of the Excess Proceeds, at an
         offer price in cash in an amount equal to 100% of the principal amount
         thereof, plus accrued and unpaid interest and Liquidated Damages, if
         any, thereon to the date of purchase, in accordance with the procedures
         set forth in the Indenture. To the extent that any Excess Proceeds
         remain after consummation of an Asset Sale Offer, the Company may use
         any remaining Excess Proceeds for any purpose not otherwise prohibited
         by the Indenture. If the aggregate principal amount of Notes
         surrendered by Holders thereof in connection with an Asset Sale Offer
         exceeds the amount of Excess Proceeds, the Trustee shall select the
         Notes to be purchased as set forth in Sections 3.02 and 3.03 of the
         Indenture. Upon completion of such offer to purchase, the amount of
         Excess Proceeds shall be reset at zero. Holders of Notes that are the
         subject of an offer to purchase 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 by
first class mail at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, 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 denominations of $1,000 and integral multiples of
$1,000. 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 exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         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 or the Notes 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 or the Notes 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 or the Notes 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 in a
manner that does not materially adversely affect any Holder, to provide for the
assumption of the Company's or the



                                     A2-R-3
<PAGE>

Guarantors' obligations to Holders of the Notes by a successor to the Company or
the Guarantors 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, to comply with the requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, or to
provide for additional guarantees of the Notes.

         12.      DEFAULTS AND REMEDIES. Each of the following constitutes an
"EVENT OF DEFAULT": (a) default for 30 days in the payment when due of interest
on, or Liquidated Damages with respect to, the Notes (whether or not prohibited
by Article 10 of the Indenture); (b) default in payment when due of the
principal of or premium, if any, on the Notes (whether or not prohibited by
Article 10 of the Indenture); (c) failure by the Company or any of its
Restricted Subsidiaries for 30 days after receipt of notice from the Trustee or
Holders of at least 25% in principal amount of the Notes then outstanding to
comply with Sections 4.07, 4.09, 4.10 or 4.14 or Article 5 of the Indenture; (d)
failure by the Company for 60 days after notice from the Trustee or the Holders
of at least 25% in principal amount of the Notes then outstanding to comply with
any of its other agreements in the Indenture or the Notes; (e) 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 is created after the Original Issuance
Date, which default (i) is caused by a failure to pay Indebtedness at its stated
final maturity (after giving effect to any applicable grace period provided in
such Indebtedness) (a "PAYMENT DEFAULT") or (ii) results in the acceleration of
such Indebtedness prior to its stated final maturity and, in each case, the
principal amount of any 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 $10.0 million or more; (f)
failure by the Company or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $10.0 million (net of any amounts with
respect to which a reputable and creditworthy insurance company has acknowledged
liability in writing), which judgments are not paid, discharged or stayed for a
period of 60 days; (g) except as permitted by the Indenture, the Note Guarantees
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force any effect or the Guarantors, or any
Person acting on behalf of the Guarantors, shall deny or disaffirm its
obligations under the Note Guarantees; and (h) certain events of bankruptcy or
insolvency as described in the Indenture.

                  If any Event of Default (other than certain events of
bankruptcy or insolvency) occurs and is continuing, the Holders of at least 25%
in principal amount of the then outstanding Notes may direct the Trustee to
declare all the Notes to be due and payable immediately. However, so long as any
Indebtedness permitted to be incurred pursuant to the New Credit Facility shall
be outstanding, such acceleration shall not be effective until the earlier of
(i) an acceleration under any such Indebtedness under the New Credit Facility or
(ii) five Business Days after receipt by the Company and the administrative
agent under the New Credit Facility of written notice of such acceleration. Upon
any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium or Liquidated Damages, if any, that has become
due solely because of the acceleration) have been cured or waived; PROVIDED that
in the event of a declaration of acceleration of the Notes because an Event of
Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in clause (e) of Section 6.01 hereof, the declaration of
acceleration of the Notes shall be automatically annulled if the holders of any
Indebtedness described in clause (e) of Section 6.01 hereof have rescinded the
declaration of acceleration in respect of such Indebtedness within 30 days of
the date of such declaration and if (i) the annulment of the acceleration of the
Notes would not conflict with any


                                     A2-R-4
<PAGE>

judgment or decree of a court of competent jurisdiction and (ii) all existing
Events of Default, except non-payment of principal or interest on the Notes that
became due solely because of the acceleration of the Notes, have been cured or
waived.

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. The payment of Subordinated Note Obligations
will be subordinated in right of payment, as set forth in the Indenture, to the
prior payment in full in cash or Cash Equivalents of all Senior Indebtedness,
whether outstanding on the date of the Indenture or thereafter incurred. The
Company agrees, and each Holder by accepting a Note agrees, that the payment of
principal of, premium and interest and Liquidated Damages, if any, on the Notes
is subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full in cash or Cash Equivalents of all
Senior Indebtedness (whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Indebtedness.

         14.      TRUSTEE DEALINGS WITH 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 member, director, officer,
employee or incorporator of the Company, as such, shall have any liability for
any obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder 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 survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         18.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement.

         19.      CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and 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.


                                     A2-R-5
<PAGE>

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

                  MERRILL CORPORATION
                  One Merrill Circle
                  St. Paul, Minnesota 55108
                  Telecopier No.: (651) 659-7986
                  Attention:  Kay A. Barber


                                     A2-R-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 Note)


                                Tax Identification No:__________________________



Signature Guarantee.


                                     A2-R-7
<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 4.14 of the Indenture, check the box below:

         / / Section 4.10                   / / Section 4.14

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________

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


                                Tax Identification No:__________________________


Signature Guarantee.


                                     A2-R-8

<PAGE>

         SCHEDULE OF EXCHANGES OF INTERESTS IN THE TEMPORARY GLOBAL NOTE


         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 a Definitive Note for an interest in this Global Note,
have been made:

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

</TABLE>


                                     A2-R-9
<PAGE>

                                 NOTE GUARANTEE

         Merrill Real Estate Company, Merrill/Magnus Publishing Corporation,
Merrill/New York Company, Merrill/May Inc., Merrill/Alternatives, Inc., Merrill
International, Inc., FMC Resource Management Corporation, Merrill Training &
Technology, Inc., Merrill/Global, Inc., Merrill/Executech, Inc.,
Merrill/Daniels, Inc. and Merrill Communications LLC (the "Guarantors"), hereby
unconditionally guarantee, jointly and severally, to the fullest extent
permitted by law, (i) the due and punctual payment of the principal of, interest
and Liquidated Damages, if any, on the Notes, whether at the maturity or of the
principal of, interest and Liquidated Damages, if any, on the Notes, whether at
the maturity or interest payment date, by acceleration, call for redemption or
otherwise, and of interest on the overdue principal of, interest and Liquidated
Damages, if any, on the Notes and all other obligations of the Issuer to the
Holders or the Trustee under the Indenture or the Notes and (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at maturity,
by acceleration or otherwise.

         The obligations of the Guarantors to the Holders and to the Trustee
pursuant to this Note Guarantee and the Indenture are as expressly set forth in
Article 11 of the Indenture and in such other provisions of the Indenture as are
applicable to the Guarantors, and reference is hereby made to such Indenture for
the precise terms of this Note Guarantee. The terms of Article 11 of the
Indenture (including, without limitation, Section 11.03 of the Indenture) and
such other provisions of the Indenture as are applicable to the Guarantors are
incorporated herein by reference.

         This is a continuing guarantee and shall remain in full forces and
effect and shall be binding upon the Guarantors and its successors and assigns
until full and final payment of all of the Company's obligations under the Notes
and the Indenture and shall inure to the benefit of the successors and assigns
of the Trustee and the Holders and, in the event of any transfer or assignment
of rights by any Holder or the Trustee, the rights and privileges herein
conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof. This is
a guarantee of payment and not a guarantee of collection.

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

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

         THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF OTHER JURISDICTION
WOULD BE REQUIRED THEREBY.

                                  THE GUARANTORS, as named above



                                  By:_________________________________________
                                     Name:
                                     Title:


                                    A2-R-10

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


MERRILL CORPORATION
One Merrill Circle
St. Paul, Minnesota 55108
Telecopier No.: (651) 659-7986
Attention:  Kay A. Barber

NORWEST BANK MINNESOTA, N.A.,
Norwest Center
MAC #N9303-120
Sixth and Marquette
Minneapolis, MN  55479
Telecopier No.:  (612) 667.9825
Attention:  James R. Bryant



Re:  12% Senior Subordinated Notes due 2009

         Reference is hereby made to the Indenture, dated as of November 23,
1999 (the "INDENTURE"), between Merrill Corporation (the "COMPANY"), as issuer,
the guarantors named therein, and Norwest Bank Minnesota, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         ______________, (the "TRANSFEROR") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to __________ (the "TRANSFEREE"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

         1.       / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


                                      B-1
<PAGE>

         2.       / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S TEMPORARY GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO REGULATION S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Regulation S Temporary Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         3.       / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF
THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

                  (a)      / / such Transfer is being effected pursuant to and
in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      / / such Transfer is being effected to the Company or
a subsidiary thereof;

                                       or

                  (c)      / / such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;

                                       or

                  (d)      / / such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144
or Rule 904, and the Transferor hereby further certifies that it has not engaged
in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions
applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of
a principal amount of Notes at the time of transfer of less than $250,000, an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act.


                                      B-2
<PAGE>

         Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Notes and in the Indenture and the
Securities Act.

         4.       Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

                  (a)      / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i)
The Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

                  (b)      / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S.
(i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (c)      / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
(i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than
Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                      _______________________________________
                                            [Insert Name of Transferor]


                                      By:____________________________________
                                         Name:
                                         Title:


Dated:   __________, ____


                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER


1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      / /  a beneficial interest in the:

                  (i)      / /  144A Global Note (CUSIP _________________), or

                  (ii)     / /  Regulation S Temporary Global Note (CUSIP
                           ___________________), or

         (b)      / /  a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      / /  a beneficial interest in the:

                  (i)      / /  144A Global Note (CUSIP ___________________), or

                  (ii)     / /  Regulation S Temporary Global Note (CUSIP
                           ___________________), or

                  (iii)    / /  Unrestricted Global Note (CUSIP ______________),
or

         (b)      / /  a Restricted Definitive Note, or

         (c)      / /  a Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.


                                      B-4
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


MERRILL CORPORATION
One Merrill Circle
St. Paul, Minnesota 55108
Telecopier No.: (651) 659-7986
Attention:  Kay A. Barber


Norwest Bank Minnesota, N.A.,
Norwest Center
MAC #N9303-120
Sixth and Marquette
Minneapolis, MN  55479
Telecopier No.:  (612) 667.9825
Attention:  James R. Bryant



Re:  12% Senior Subordinated Notes due 2009

         Reference is hereby made to the Indenture, dated as of November 23,
1999 (the "INDENTURE"), between Merrill Corporation (the "COMPANY"), as issuer,
the guarantors named therein , and Norwest Bank Minnesota, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         ____________, (the "OWNER") owns and proposes to exchange the Note[s]
or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "EXCHANGE"). In connection with
the Exchange, the Owner hereby certifies that:

         1.       / /  Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

         (a)      / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

         (b)      / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive


                                      C-1
<PAGE>

Note is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (c)      / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d)      / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.       / /  Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes

         (a)      / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

         (b)      / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] / / "144A Global Note" or / / "Regulation S Temporary Global
Note", with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.


                                      C-2
<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.




                                      ________________________________________
                                            [Insert Name of Transferor]


                                      By:_____________________________________
                                         Name:
                                         Title:


Dated:   __________, ____


                                      C-3
<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


MERRILL CORPORATION
One Merrill Circle
St. Paul, Minnesota 55108
Telecopier No.: (651) 659-7986
Attention:  Kay A. Barber

Norwest Bank Minnesota, N.A.,
Norwest Center
MAC #N9303-120
Sixth and Marquette
Minneapolis, MN  55479
Telecopier No.:  (612) 667.9825
Attention:  James R. Bryant



Re:      12% Senior Subordinated Notes due 2009

         Reference is hereby made to the Indenture, dated as of November 23,
1999 (the "INDENTURE"), among Merrill Corporation (the "COMPANY"), as issuer,
the guarantors named therein, and Norwest Bank Minnesota, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:


         (a)      / /   a beneficial interest in a Global Note, or

         (b)      / /   a Definitive Note,

         we confirm that:

         1.       We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined


                                      D-1
<PAGE>

below) that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. broker-dealer) to you and to the Company a signed letter substantially
in the form of this letter and, if such transfer is in respect of a principal
amount of Notes, at the time of transfer of less than $250,000, an Opinion of
Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

         3.       We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

         5.       We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


                                    __________________________________________
                                         [Insert Name of Transferor]


                                    By:_______________________________________
                                       Name:
                                       Title:


Dated:   __________, ____


                                      D-2
<PAGE>

                             CROSS-REFERENCE TABLE*

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

<TABLE>
<CAPTION>

Trust Indenture Act Section                                  Indenture Section
---------------------------                                  -----------------
<S>                                                          <C>
310   (a)(1)..........................................................7.10
      (a)(2) .........................................................7.10
      (a)(3)..........................................................N.A.
      (a)(4)..........................................................N.A.
      (a)(5)..........................................................7.10
      (b).............................................................7.10
      (c).............................................................N.A.
311   (a).............................................................7.11
      (b).............................................................7.11
      (c).............................................................N.A.
312   (a).............................................................2.05
      (b)............................................................11.03
      (c)............................................................10.03
313   (a).............................................................7.06
      (b)(1)..........................................................N.A.
      (b)(2)....................................................7.06; 7.07
      (c)......................................................7.06; 11.02
      (d).............................................................7.06
314   (a)............................................................11.05
      (b).............................................................N.A.
      (c)(1).........................................................11.04
      (c)(2).........................................................11.04
      (c)(3)..........................................................N.A.
      (d).............................................................N.A.
      (e)............................................................11.05
      (f).............................................................N.A.
315   (a).............................................................7.01
      (b)......................................................7.05; 10.02
      (c).............................................................7.01
      (d).............................................................7.01
      (e).............................................................6.11
316   (a)(last sentence)..............................................2.09
      (a)(1)(A).......................................................6.05
      (a)(1)(B).......................................................6.04
      (a)(2)..........................................................N.A.
      (b).............................................................6.07
      (c).............................................................2.12
317   (a)(1)..........................................................6.08
      (a)(2)..........................................................6.09
      (b).............................................................2.04
318   (a)............................................................10.01
      (b).............................................................N.A.
      (c)............................................................10.01
</TABLE>

N.A. means, not applicable.
*This Cross-Reference Table is not part of the Indenture.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

         SECTION 1.01          DEFINITIONS..............................................................1

         SECTION 1.02          OTHER DEFINITIONS.......................................................18

         SECTION 1.03          INCORPORATION OF TIA PROVISIONS.........................................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............................................22

         SECTION 2.03          REGISTRAR AND PAYING AGENT..............................................22

         SECTION 2.04          PAYING AGENT TO HOLD MONEY IN TRUST.....................................22

         SECTION 2.05          HOLDER LISTS............................................................23

         SECTION 2.06          TRANSFER AND EXCHANGE...................................................23

         SECTION 2.07          REPLACEMENT NOTES.......................................................37

         SECTION 2.08          OUTSTANDING NOTES.......................................................37

         SECTION 2.09          TREASURY NOTES..........................................................38

         SECTION 2.10          TEMPORARY NOTES.........................................................38

         SECTION 2.11          CANCELLATION............................................................38

         SECTION 2.12          DEFAULTED INTEREST......................................................39

         SECTION 2.13          CUSIP NUMBERS...........................................................39

ARTICLE 3             REDEMPTION AND PREPAYMENT........................................................39

         SECTION 3.01          NOTICES TO TRUSTEE......................................................39

         SECTION 3.02          SELECTION OF NOTES TO BE REDEEMED.......................................39

         SECTION 3.03          NOTICE OF REDEMPTION....................................................40

         SECTION 3.04          EFFECT OF NOTICE OF REDEMPTION..........................................41

         SECTION 3.05          DEPOSIT OF REDEMPTION PRICE.............................................41

         SECTION 3.06          NOTES REDEEMED IN PART..................................................41

         SECTION 3.07          OPTIONAL REDEMPTION.....................................................41

         SECTION 3.08          MANDATORY REDEMPTION....................................................42

         SECTION 3.09          OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.....................42

ARTICLE 4             COVENANTS........................................................................44

         SECTION 4.01          PAYMENT OF NOTES........................................................44


                                        i

<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                                                      PAGE

         SECTION 4.02          MAINTENANCE OF OFFICE OR AGENCY.........................................44

         SECTION 4.03          REPORTS.................................................................45

         SECTION 4.04          COMPLIANCE CERTIFICATE..................................................45

         SECTION 4.05          TAXES...................................................................46

         SECTION 4.06          STAY, EXTENSION AND USURY LAWS..........................................46

         SECTION 4.07          RESTRICTED PAYMENTS.....................................................46

         SECTION 4.08          DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES..........50

         SECTION 4.09          INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK..............51

         SECTION 4.10          ASSET SALES.............................................................54

         SECTION 4.11          TRANSACTIONS WITH AFFILIATES............................................55

         SECTION 4.12          LIENS...................................................................56

         SECTION 4.13          CORPORATE EXISTENCE.....................................................57

         SECTION 4.14          OFFER TO REPURCHASE UPON CHANGE OF CONTROL..............................57

         SECTION 4.15          NO SENIOR SUBORDINATED INDEBTEDNESS.....................................58

         SECTION 4.16          LIMITATION ON SALE AND LEASEBACK TRANSACTIONS...........................58

         SECTION 4.17          PAYMENTS FOR CONSENT....................................................58

         SECTION 4.18          ADDITIONAL NOTE GUARANTEES..............................................58

ARTICLE 5             SUCCESSORS.......................................................................59

         SECTION 5.01          MERGER, CONSOLIDATION, OR SALE OF ASSETS................................59

         SECTION 5.02          SUCCESSOR CORPORATION SUBSTITUTED.......................................59

ARTICLE 6             DEFAULTS AND REMEDIES............................................................60

         SECTION 6.01          EVENTS OF DEFAULT.......................................................60

         SECTION 6.02          ACCELERATION............................................................61

         SECTION 6.03          OTHER REMEDIES..........................................................62

         SECTION 6.04          WAIVER OF PAST DEFAULTS.................................................62

         SECTION 6.05          CONTROL BY MAJORITY.....................................................63

         SECTION 6.06          LIMITATION ON SUITS.....................................................63

         SECTION 6.07          RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT...........................63


                                       ii
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                                                      PAGE

         SECTION 6.08          COLLECTION SUIT BY TRUSTEE..............................................63

         SECTION 6.09          TRUSTEE MAY FILE PROOFS OF CLAIM........................................64

         SECTION 6.10          PRIORITIES..............................................................64

         SECTION 6.11          UNDERTAKING FOR COSTS...................................................65

ARTICLE 7             TRUSTEE..........................................................................65

         SECTION 7.01          DUTIES OF TRUSTEE.......................................................65

         SECTION 7.02          RIGHTS OF TRUSTEE.......................................................66

         SECTION 7.03          INDIVIDUAL RIGHTS OF TRUSTEE............................................67

         SECTION 7.04          TRUSTEE'S DISCLAIMER....................................................67

         SECTION 7.05          NOTICE OF DEFAULTS......................................................67

         SECTION 7.06          REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES..............................68

         SECTION 7.07          COMPENSATION AND INDEMNITY..............................................68

         SECTION 7.08          REPLACEMENT OF TRUSTEE..................................................69

         SECTION 7.09          SUCCESSOR TRUSTEE BY MERGER, ETC........................................70

         SECTION 7.10          ELIGIBILITY; DISQUALIFICATION...........................................70

         SECTION 7.11          PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.......................70

ARTICLE 8             LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................70

         SECTION 8.01          OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE................70

         SECTION 8.02          LEGAL DEFEASANCE AND DISCHARGE..........................................71

         SECTION 8.03          COVENANT DEFEASANCE.....................................................71

         SECTION 8.04          CONDITIONS TO LEGAL OR COVENANT DEFEASANCE..............................72

         SECTION 8.05          DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                               MISCELLANEOUS PROVISIONS................................................73

         SECTION 8.06          REPAYMENT TO COMPANY....................................................74

         SECTION 8.07          REINSTATEMENT...........................................................74

ARTICLE 9             AMENDMENT, SUPPLEMENT AND WAIVER.................................................74

         SECTION 9.01          WITHOUT CONSENT OF HOLDERS OF NOTES.....................................74

         SECTION 9.02          WITH CONSENT OF HOLDERS OF NOTES........................................75

         SECTION 9.03          COMPLIANCE WITH TRUST INDENTURE ACT.....................................77


                                      iii
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                                                      PAGE

         SECTION 9.04          REVOCATION AND EFFECT OF CONSENTS.......................................77

         SECTION 9.05          NOTATION ON OR EXCHANGE OF NOTES........................................77

         SECTION 9.06          TRUSTEE TO SIGN AMENDMENTS, ETC.........................................77

ARTICLE 10            SUBORDINATION....................................................................77

         SECTION 10.01         AGREEMENT TO SUBORDINATE................................................77

         SECTION 10.02         CERTAIN DEFINITIONS.....................................................78

         SECTION 10.03         LIQUIDATION; DISSOLUTION; BANKRUPTCY....................................79

         SECTION 10.04         DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS...............................79

         SECTION 10.05         ACCELERATION OF SECURITIES..............................................80

         SECTION 10.06         WHEN DISTRIBUTION MUST BE PAID OVER.....................................80

         SECTION 10.07         NOTICE BY COMPANY.......................................................80

         SECTION 10.08         SUBROGATION.............................................................80

         SECTION 10.09         RELATIVE RIGHTS.........................................................81

         SECTION 10.10         SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY............................81

         SECTION 10.11         DISTRIBUTION OR NOTICE TO REPRESENTATIVE................................81

         SECTION 10.12         RIGHTS OF TRUSTEE AND PAYING AGENT......................................81

         SECTION 10.13         AUTHORIZATION TO EFFECT SUBORDINATION...................................82

         SECTION 10.14         NO WAIVER OF SUBORDINATION PROVISIONS...................................82

         SECTION 10.15         AMENDMENTS..............................................................82

         SECTION 10.16         TRUSTEE'S COMPENSATION NOT PREJUDICED...................................82

ARTICLE 11            NOTE GUARANTEES..................................................................83

         SECTION 11.01         GUARANTEES..............................................................83

         SECTION 11.02         SUBORDINATION OF NOTE GUARANTEES........................................84

         SECTION 11.03         LIMITATION ON GUARANTORS LIABILITY......................................84

         SECTION 11.04         EXECUTION AND DELIVERY OF NOTE GUARANTEES...............................85

         SECTION 11.05         GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.......................85

         SECTION 11.06         RELEASES FOLLOWING SALE FOR ASSETS......................................86

         SECTION 11.07         TRUSTEE'S COMPENSATION NOT PREJUDICED...................................86


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                               TABLE OF CONTENTS
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ARTICLE 12            MISCELLANEOUS....................................................................86

         SECTION 12.01         TRUST INDENTURE ACT CONTROLS............................................86

         SECTION 12.02         NOTICES.................................................................87

         SECTION 12.03         COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES...........88

         SECTION 12.04         CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT......................88

         SECTION 12.05         STATEMENTS REQUIRED IN CERTIFICATE OR OPINION...........................88

         SECTION 12.06         RULES BY TRUSTEE AND AGENTS.............................................89

         SECTION 12.07         NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS;
                               CONSENT TO SHAREHOLDER PAYMENT..........................................89

         SECTION 12.08         GOVERNING LAW...........................................................89

         SECTION 12.09         NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...........................89

         SECTION 12.10         SUCCESSORS..............................................................89

         SECTION 12.11         SEVERABILITY............................................................90

         SECTION 12.12         COUNTERPART ORIGINALS...................................................90

         SECTION 12.13         TABLE OF CONTENTS, HEADINGS, ETC........................................90
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