<PAGE>

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY



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





                              IPC ACQUISITION CORP.

                     and each of the Guarantors named herein


                    11.50% SENIOR SUBORDINATED NOTES DUE 2009

                           __________________________

                                    INDENTURE

                          Dated as of December 20, 2001

                           __________________________


                              The Bank of New York

                                     Trustee

                           __________________________








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

<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) .............................................       13.03
          (c) .............................................       13.03
       313(a) .............................................        7.06
          (b)(1) ..........................................        N.A.
          (b)(2) ..........................................    7.06; 7.07
          (c) .............................................   7.06; 13.02
          (d) .............................................        7.06
       314(a) ............................................. 4.03; 13.02; 13.05
          (b) .............................................        N.A.
          (c)(1) ..........................................       13.04
          (c)(2) ..........................................       13.04
          (c)(3) ..........................................        N.A.
          (d) .............................................        N.A.
          (e) .............................................       13.05
          (f) .............................................        N.A.
       315(a) .............................................        7.01
          (b) .............................................    7.05, 13.02
          (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) .............................................       13.01
          (b) .............................................        N.A.
          (c) .............................................       13.01
</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

   Section 1.01       Definitions.............................................................  1
   Section 1.02       Other Definitions....................................................... 21
   Section 1.03       Incorporation by Reference of Trust Indenture Act....................... 22
   Section 1.04       Rules of Construction................................................... 22

                                                ARTICLE 2.
                                                THE NOTES

   Section 2.01       Form and Dating......................................................... 22
   Section 2.02       Execution and Authentication............................................ 24
   Section 2.03       Registrar and Paying Agent.............................................. 24
   Section 2.04       Paying Agent to Hold Money in Trust..................................... 24
   Section 2.05       Holder Lists............................................................ 25
   Section 2.06       Transfer and Exchange................................................... 25
   Section 2.07       Replacement Notes....................................................... 36
   Section 2.08       Outstanding Notes....................................................... 37
   Section 2.09       Treasury Notes.......................................................... 37
   Section 2.10       Temporary Notes......................................................... 37
   Section 2.11       Cancellation............................................................ 38
   Section 2.12       Defaulted Interest...................................................... 38
   Section 2.13       Issuance of Additional Notes............................................ 38

                                                 ARTICLE 3.
                                          REDEMPTION AND PREPAYMENT

   Section 3.01       Notices to Trustee...................................................... 38
   Section 3.02       Selection of Notes to Be Redeemed or Purchased.......................... 39
   Section 3.03       Notice of Redemption.................................................... 39
   Section 3.04       Effect of Notice of Redemption.......................................... 40
   Section 3.05       Deposit of Redemption or Purchase Price................................. 40
   Section 3.06       Notes Redeemed or Purchased in Part..................................... 41
   Section 3.07       Optional Redemption..................................................... 41
   Section 3.08       Mandatory Redemption.................................................... 41
   Section 3.09       Offer to Purchase by Application of Excess Proceeds..................... 41

                                                ARTICLE 4.
                                                COVENANTS

   Section 4.01       Payment of Notes........................................................ 43
   Section 4.02       Maintenance of Office or Agency......................................... 43
   Section 4.03       Reports................................................................. 44
   Section 4.04       Compliance Certificate.................................................. 44
   Section 4.05       Taxes................................................................... 45
   Section 4.06       Stay, Extension and Usury Laws.......................................... 45
   Section 4.07       Restricted Payments..................................................... 46
   Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries.......... 48
   Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock.............. 50
</TABLE>


                                       i

<PAGE>

<TABLE>
   <S>                                                                                    <C>
   Section 4.10    Asset Sales........................................................... 54
   Section 4.11    Transactions with Affiliates.......................................... 55
   Section 4.12    Liens................................................................. 56
   Section 4.13    Business Activities................................................... 57
   Section 4.14    Corporate Existence................................................... 57
   Section 4.15    Offer to Repurchase Upon Change of Control............................ 57
   Section 4.16    No Senior Subordinated Debt........................................... 59
   Section 4.17    Additional Subsidiary Guarantees...................................... 59
   Section 4.18    Designation of Restricted and Unrestricted Subsidiaries............... 59

                                             ARTICLE 5.
                                             SUCCESSORS

   Section 5.01    Merger, Consolidation, or Sale of Assets.............................. 60
   Section 5.02    Successor Corporation Substituted..................................... 61
   Section 5.03    Officers' Certificate; Opinion of Counsel to the Trustee.............. 61

                                              ARTICLE 6.
                                         DEFAULTS AND REMEDIES

   Section 6.01    Events of Default..................................................... 61
   Section 6.02    Acceleration.......................................................... 63
   Section 6.03    Other Remedies........................................................ 63
   Section 6.04    Waiver of Past Defaults............................................... 63
   Section 6.05    Control by Majority................................................... 64
   Section 6.06    Limitation on Suits................................................... 64
   Section 6.07    Rights of Holders of Notes to Receive Payment......................... 64
   Section 6.08    Collection Suit by Trustee............................................ 64
   Section 6.09    Trustee May File Proofs of Claim...................................... 65
   Section 6.10    Priorities............................................................ 65
   Section 6.11    Undertaking for Costs................................................. 65

                                              ARTICLE 7.
                                               TRUSTEE

   Section 7.01    Duties of Trustee..................................................... 66
   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.................................................... 68
   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
   Section 7.12    Money Held in Trust................................................... 70

                                              ARTICLE 8.
                               LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance.............. 71
   Section 8.02    Legal Defeasance and Discharge........................................ 71
   Section 8.03    Covenant Defeasance................................................... 71
   Section 8.04    Conditions to Legal or Covenant Defeasance............................ 72
</TABLE>

                                       ii

<PAGE>

<TABLE>
   <S>                                                                                           <C>
   Section 8.05     Deposited Money and Government Securities to be Held in Trust; Other
   Miscellaneous Provisions..................................................................... 73
   Section 8.06     Repayment to Company........................................................ 73
   Section 8.07     Reinstatement............................................................... 73

                                               ARTICLE 9.
                                   AMENDMENT, SUPPLEMENT AND WAIVER

   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......................................... 76
   Section 9.04     Revocation and Effect of Consents........................................... 76
   Section 9.05     Notation on or Exchange of Notes............................................ 76
   Section 9.06     Trustee to Sign Amendments, etc............................................. 76

                                               ARTICLE 10.
                                              SUBORDINATION

   Section 10.01    Agreement to Subordinate.................................................... 77
   Section 10.02    Liquidation; Dissolution; Bankruptcy........................................ 77
   Section 10.03    Default on Designated Senior Debt........................................... 77
   Section 10.04    Acceleration of Notes....................................................... 78
   Section 10.05    When Distribution Must Be Paid Over......................................... 78
   Section 10.06    Notice by Company........................................................... 79
   Section 10.07    Subrogation................................................................. 79
   Section 10.08    Relative Rights............................................................. 79
   Section 10.09    Subordination May Not Be Impaired by Company................................ 79
   Section 10.10    Distribution or Notice to Representative.................................... 80
   Section 10.11    Rights of Trustee and Paying Agent.......................................... 80
   Section 10.12    Authorization to Effect Subordination....................................... 80
   Section 10.13    Amendments.................................................................. 80

                                             ARTICLE 11.
                                       SUBSIDIARY GUARANTEES

   Section 11.01    Guarantee................................................................... 80
   Section 11.02    Subordination of Subsidiary Guarantee....................................... 81
   Section 11.03    Limitation on Guarantor Liability........................................... 82
   Section 11.04    Execution and Delivery of Subsidiary Guarantee.............................. 82
   Section 11.05    Guarantors May Consolidate, etc., on Certain Terms.......................... 82
   Section 11.06    Releases Following Sale of Assets........................................... 83

                                              ARTICLE 12.
                                       SATISFACTION AND DISCHARGE

   Section 12.01    Satisfaction and Discharge.................................................. 84
   Section 12.02    Application of Trust Money.................................................. 84

                                              ARTICLE 13.
                                             MISCELLANEOUS

   Section 13.01    Trust Indenture Act Controls................................................ 85
   Section 13.02    Notices..................................................................... 85
   Section 13.03    Communication by Holders of Notes with Other Holders of Notes............... 86
   Section 13.04    Certificate and Opinion as to Conditions Precedent.......................... 86
   Section 13.05    Statements Required in Certificate or Opinion............................... 86
</TABLE>

                                      iii

<PAGE>

<TABLE>
   <S>                                                                                            <C>
   Section 13.06   Rules by Trustee and Agents................................................... 87
   Section 13.07   No Personal Liability of Directors, Officers, Employees and Stockholders...... 87
   Section 13.08   Governing Law................................................................. 87
   Section 13.09   No Adverse Interpretation of Other Agreements................................. 87
   Section 13.10   Successors.................................................................... 87
   Section 13.11   Severability.................................................................. 88
   Section 13.12   Counterpart Originals......................................................... 88
   Section 13.13   Table of Contents, Headings, etc.............................................. 88
   Section 13.14   Waiver of Jury Trial.......................................................... 88
</TABLE>


                                    SCHEDULES

Schedule I    SUBSIDIARY GUARANTORS

                                    EXHIBITS

Exhibit A1    FORM OF NOTE
Exhibit A2    FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
              INVESTOR
Exhibit E     FORM OF SUBSIDIARY GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE

                                       iv




<PAGE>


     INDENTURE dated as of December 20, 2001 among IPC Acquisition Corp., a
Delaware corporation (the "Company"), the subsidiary guarantors listed on
Schedule I hereto (collectively, the "Guarantors") and The Bank of New York, as
trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 11.50% 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 substantially in the form of Exhibit
A1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

     "Acquired Debt" means, with respect to any specified Person:

          (1) 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, whether or not such Indebtedness is incurred in connection with, or
     in contemplation of, such other Person merging with or into, or becoming a
     Subsidiary of, such specified Person; and

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person;

provided that any Indebtedness of such Person that is redeemed, defeased,
retired or otherwise repaid at the time of or immediately upon consummation of
the transaction pursuant to which such Person becomes a Restricted Subsidiary
shall not be Acquired Debt.

     "Acquisition" means the acquisition of the IPC Information Systems, Inc.,
Asia Global Crossing IPC Trading Systems Australia Pty Ltd. and certain related
assets.

     "Additional Notes" means up to $100 million aggregate principal amount of
Notes (other than the Initial Notes) issued under this Indenture in accordance
with Sections 2.02, 2.13 and 4.09 hereof, as part of the same series as the
Initial Notes.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

     "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

                                        1

<PAGE>

     "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 Clearstream that apply to such transfer or exchange.

     "Asset Sale" means:

          (1) the sale, lease, conveyance or other disposition of any assets or
     rights, other than sales of inventory in the ordinary course of business;
     provided that the sale, conveyance or other disposition of all or
     substantially all of the assets of the Company and its Subsidiaries taken
     as a whole will be governed by the provisions of Section 4.15 and/or the
     provisions of Section 5.01 hereof and not by the provisions of Section 4.10
     hereof; and

          (2) the issuance of Equity Interests by any of the Company's
     Restricted Subsidiaries or the sale of Equity Interests in any of its
     Restricted Subsidiaries.

     Notwithstanding the preceding, none of the following items shall be deemed
to be an Asset Sale:

          (1) any single transaction or series of related transactions that
     involves assets having a fair market value of less than $5.0 million;

          (2) a transfer of assets between or among the Company and its
     Restricted Subsidiaries;

          (3) an issuance of Equity Interests by a Restricted Subsidiary to the
     Company or to another Restricted Subsidiary;

          (4) the sale or lease of equipment, inventory, accounts receivable or
     other assets in the ordinary course of business;

          (5) the sale or other disposition of cash or Cash Equivalents;

          (6) a Restricted Payment or Permitted Investment that is permitted by
     Section 4.07 hereof;

          (7) any disposition in connection with directors' qualifying shares or
     investments by foreign nationals mandated by foreign law; and

          (8) any disposition of obsolete, worn-out or surplus property.

     "Asset Swap" means the exchange by the Company or a Restricted Subsidiary
of all or a portion of its property, business or assets, in the ordinary course
of business, for property, businesses or assets which, or Capital Stock of a
Person all or substantially all of the assets of which, are of a type used in
the business of the Company on the date of this Indenture or in a Permitted
Business, or a combination of any such property, business, assets or Capital
Stock of such a Person and cash or Cash Equivalents.

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

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

                                        2

<PAGE>

     "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation;

          (2) with respect to a partnership, the board of directors of the
     general partner of the partnership; and

          (3) with respect to any other Person, the board or committee of such
     Person serving a similar function.

     "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

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

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

     "Capital Stock" means:

          (1) in the case of a corporation, corporate stock;

          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (3) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited); and

          (4) 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:

          (1) United States dollars;

          (2) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality of the United
     States government (provided that the full faith and credit of the United
     States is pledged in support of those securities) having maturities of not
     more than six months from the date of acquisition;

          (3) certificates of deposit and eurodollar time deposits with
     maturities of six months or less from the date of acquisition, bankers'
     acceptances (or in the case of Foreign Subsidiaries, the foreign
     equivalent) with maturities not exceeding six months and overnight bank
     deposits, in each case, with any domestic commercial bank having capital
     and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of
     "B" or better or, in the case of Foreign Subsidiaries, any local office of
     any commercial bank organized under the laws of the relevant jurisdiction
     or any political subdivision thereof which has a combined capital and
     surplus and undivided profits in excess of $500.0 million;

          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;

                                        3

<PAGE>

          (5) commercial paper having the highest rating obtainable from Moody's
     Investors Service, Inc. or Standard & Poor's Rating Services and in each
     case maturing within six months after the date of acquisition;

          (6) marketable direct obligations issued by any state of the United
     States of America or any political subdivision of any such state or any
     public instrumentality thereof having the highest rating obtainable from
     Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in
     each case maturing within six months after the date of acquisition; and

          (7) money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (6) of this
     definition.

     "Change of Control" means the occurrence of any of the following:

          (1) the direct or indirect sale, 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
     properties or assets of the Company and its Restricted Subsidiaries, taken
     as a whole, to any "person" (as that term is used in Section 13(d)(3) of
     the Exchange Act) other than a Principal or a Related Party of a Principal;

          (2) the adoption of a plan relating to the liquidation or dissolution
     of the Company;

          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     "person" (as defined above), other than the Principals and their Related
     Parties or a Permitted Group, becomes the Beneficial Owner, directly or
     indirectly, of more than 50% of the Voting Stock of the Company, measured
     by voting power rather than number of shares; or

          (4) the first day on which a majority of the members of the Board of
     Directors of the Company are not Continuing Directors.

     "Clearstream" means Clearstream Banking, S.A.

     "Company" means IPC Acquisition Corp., and any and all successors thereto.

     "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus:

          (1) an amount equal to any extraordinary loss plus any net loss
     realized by such Person or any of its Restricted Subsidiaries in connection
     with an Asset Sale, to the extent such losses were deducted in computing
     such Consolidated Net Income; plus

          (2) provision for taxes based on income or profits of such Person and
     its Restricted Subsidiaries for such period, to the extent that such
     provision for taxes was deducted in computing such Consolidated Net Income;
     plus

          (3) consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, whether paid or accrued and whether or not
     capitalized (including, without limitation, amortization of debt issuance
     costs and original issue discount, non-cash interest payments, the interest
     component of any deferred payment obligations, the interest component of
     all payments associated with Capital Lease Obligations, imputed interest
     with respect to Attributable Debt,

                                        4

<PAGE>

     commissions, discounts and other fees and charges incurred in respect of
     letter of credit or bankers' acceptance financings, and net of the effect
     of all payments made or received pursuant to Hedging Obligations), to the
     extent that any such expense was deducted in computing such Consolidated
     Net Income; plus

          (4) depreciation, amortization (including amortization of goodwill and
     other intangibles but excluding amortization of prepaid cash expenses that
     were paid in a prior period) and other non-cash expenses (excluding any
     such non-cash expense 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 to the extent that such
     depreciation, amortization and other non-cash expenses were deducted in
     computing such Consolidated Net Income; minus

          (5) non-cash items increasing such Consolidated Net Income for such
     period, other than the accrual of revenue in the ordinary course of
     business,

     in each case, on a consolidated basis and determined in accordance with
GAAP.

     "Consolidated Net Income" means, with respect to any specified 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:

          (1) the Net Income of any Person that is not a Restricted Subsidiary
     or that is accounted for by the equity method of accounting will be
     included only to the extent of the amount of dividends or distributions
     paid in cash to the specified Person or a Restricted Subsidiary of the
     Person;

          (2) for the purposes of calculating the amount of Restricted Payments
     that may be made pursuant to clause (3)(A) of the first paragraph of
     Section 4.07 hereof, the Net Income of any Restricted Subsidiary will be
     excluded to the extent that the declaration or payment of dividends or
     similar distributions by that Restricted Subsidiary of that Net Income 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 or its stockholders;

          (3) for the purposes of calculating the amount of Restricted Payments
     that may be made pursuant to clause (3)(A) of the first paragraph of
     Section 4.07 hereof, the Net Income of any Person acquired in a pooling of
     interests transaction for any period prior to the date of such acquisition
     will be excluded;

          (4) the cumulative effect of a change in accounting principles will be
     excluded;

          (5) all extraordinary or nonrecurring gains and losses, costs, and
     restructuring and other charges (including without limitation any one-time
     costs incurred in connection with acquisitions) shall be excluded;

          (6) any gain or loss realized upon the sale or other disposition of
     any property, plant or equipment of the Company or its Restricted
     Subsidiaries (including pursuant to any sale-and-leaseback arrangement)
     which is not sold or otherwise disposed of in the ordinary course of

                                        5

<PAGE>

     business and any gain or loss realized upon the sale or other disposition
     by the Company or any Restricted Subsidiary of any Capital Stock of any
     Person shall be excluded;

          (7)  any gain or loss realized upon the termination of any employee
     pension benefit plan shall be excluded;

          (8)  any non-cash compensation charge arising from the grant of or
     issuance of stock, stock options or other equity based awards shall be
     excluded;

          (9)  all deferred financing costs written off, and premiums paid, in
     connection with any early extinguishment of Indebtedness shall be excluded;

          (10) any non-cash impact attributable to the application of the
     purchase method of accounting in accordance with GAAP shall be excluded;
     and

          (11) the amount of any actual cash benefit resulting from any election
     under 338(h)(10) of the Internal Revenue Code shall be added.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

          (1)  was a member of such Board of Directors on the date of this
     Indenture; or

          (2)  was nominated for election or elected to such Board of Directors
     with the approval of a majority of the Continuing Directors who were
     members of such Board at the time of such nomination or election; or

          (3)  is a designee of a Principal or a Related Party of a Principal or
     was nominated by a Principal or a Related Party.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit Agreement" means that certain Credit and Guaranty Agreement, dated
as of December 20, 2001, among the Company, certain subsidiaries of the Company,
Goldman Sachs Credit Partners L.P., The Bank of Nova Scotia, as administrative
agent and collateral agent, and General Electric Capital Corporation, as
documentation agent, and various lenders named therein.

     "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, restructured, supplemented, replaced or
refinanced in whole or in part from time to time, including without limitation
any amendment increasing the amount of Indebtedness incurred or available to be
borrowed thereunder, extending the maturity of any Indebtedness incurred
thereunder or contemplated thereby or deleting, adding or substituting one or
more parties thereto (whether or not such added or substituted parties are banks
or other institutional lenders).

     "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.

                                        6

<PAGE>

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

     "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, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

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

     "Designated Senior Debt" means:

          (1)  any Indebtedness outstanding under the Credit Agreement; and

          (2)  after payment in full of all Obligations under the Credit
     Agreement, any other Senior Debt permitted under this Indenture the
     principal amount of which is $25.0 million or more and that has been
     designated by the Company as "Designated Senior Debt."

     "Disinterested Directors" means, with respect to any transaction or series
of related transactions, a member of the Board of Directors of the Company who
does not have any material direct or indirect financial interest in or with
respect to such transaction or series of related transactions.

     "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, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof.

     "Domestic Restricted Subsidiary" means any Restricted Subsidiary of the
Company (i) that was formed under the laws of the United States or any state of
the United States or the District of Columbia other than a Restricted Subsidiary
of the Company that has no material assets other than Capital Stock of one or
more Foreign Subsidiaries and other assets relating to an ownership interest in
such Capital Stock or (ii) that guarantees or otherwise provides direct credit
support for any Indebtedness of the Company, including the Notes.

     "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).

                                        7

<PAGE>

     "Equity Offering" means a public or private sale for cash of Capital Stock
(other than Disqualified Stock) of the Company or any entity that owns all of
the Capital Stock of the Company; provided that such entity contributes the
proceeds of such offer or sale to the common equity capital of the Company.

     "Euroclear" means Euroclear Bank S.A./N.V., 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 of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture after giving effect to the Acquisition, until such
amounts are repaid.

     "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     including, without limitation, amortization of debt issuance costs and
     original issue discount, non-cash interest payments, the interest component
     of any deferred payment obligations, the interest component of all payments
     associated with Capital Lease Obligations, commissions, discounts and other
     fees and charges incurred in respect of letter of credit or bankers'
     acceptance financings, and net of the effect of all payments made or
     received pursuant to Hedging Obligations; plus

          (2) the consolidated interest of such Person and its Restricted
     Subsidiaries that was capitalized during such period; plus

          (3) any interest expense actually paid on Indebtedness of another
     Person that is Guaranteed by such Person or one of its Restricted
     Subsidiaries or secured by a Lien on assets of such Person or one of its
     Restricted Subsidiaries, whether or not such Guarantee or Lien is called
     upon; plus

          (4) the product of (a) all dividends, whether paid or accrued and
     whether or not in cash, on any series of preferred stock of such Person or
     any of its Restricted Subsidiaries, other than dividends on Equity
     Interests payable solely in Equity Interests of the Company (other than
     Disqualified Stock) or to the Company or a Restricted Subsidiary of the
     Company, times (b) a fraction, the numerator of which is one and the
     denominator of which is one minus the then current combined federal, state
     and local statutory tax rate of such Person, expressed as a decimal, in
     each case, on a consolidated basis and in accordance with GAAP.

     "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the

                                        8

<PAGE>

specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or 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, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom, including
to refinance other Indebtedness, as if the same had occurred at the beginning of
the applicable four-quarter reference period.

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

          (1) acquisitions that have been made by the specified Person or any of
     its Restricted Subsidiaries, including through mergers or consolidations
     and including any related financing transactions, during the four-quarter
     reference period or subsequent to such reference period and on or prior to
     the Calculation Date will be given pro forma effect as if they had occurred
     on the first day of the four-quarter reference period and Consolidated Cash
     Flow for such reference period shall be calculated on a pro forma basis
     (calculated in good faith by the Company's chief financial officer), but
     without giving effect to clause (3) of the proviso set forth in the
     definition of Consolidated Net Income;

          (2) the Consolidated Cash Flow attributable to discontinued
     operations, as determined in accordance with GAAP, and operations or
     businesses disposed of prior to the Calculation Date, will be excluded;

          (3) the Fixed Charges attributable to discontinued operations, as
     determined in accordance with GAAP, and operations or businesses disposed
     of prior to the Calculation Date, will be excluded, but only to the extent
     that the obligations giving rise to such Fixed Charges will not be
     obligations of the specified Person or any of its Restricted Subsidiaries
     following the Calculation Date;

          (4) the consolidated interest expense attributable to interest on any
     Indebtedness (a) bearing a floating interest rate shall be computed as if
     the rate in effect on the Calculation Date had been the applicable rate for
     the entire period and (b) that was not outstanding during the period for
     which the computation is being made but which bears, at the option of the
     borrower, a fixed or floating rate of interest, shall be computed by
     applying at the option of the Company either the fixed or floating rate;

          (5) the consolidated interest expense attributable to interest on any
     working capital borrowings under a revolving credit facility shall be
     computed based upon the average daily balance of such working capital
     borrowings during the applicable period; and

          (6) acquisitions and dispositions that have been made by any Person
     that has become a Restricted Subsidiary of the Company or been merged with
     or into the Company or any Restricted Subsidiary of the Company during the
     four-quarter reference period, or subsequent to the four-quarter reference
     period but prior to the Calculation Date, shall be calculated on a pro
     forma basis, including all of the calculations referred to above, assuming
     that all such acquisitions and dispositions had occurred on the first day
     of the referenced period.

     "Foreign Subsidiary" means any Restricted Subsidiary of the Company that is
not a Domestic Restricted Subsidiary.

                                        9

<PAGE>

     "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 (i) with respect to periodic reporting
requirements, from time to time, and (ii) otherwise on the date of this
Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4),
2.06(d)(2) or 2.06(f) hereof.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

     "Government Securities" means direct obligations of, or obligations
guaranteed or insured by, the United States government or any agency or
instrumentality thereof, 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, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

     "Guarantors" means each of:

          (1) each Domestic Restricted Subsidiary on the date of this Indenture;
     and

          (2) any other subsidiary that executes a Subsidiary Guarantee in
     accordance with the provisions of this Indenture;

     and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

          (1) interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements; and

          (2) other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates.

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

     "IAI Global Note" means a Global Note substantially in the form of Exhibit
A1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                                       10

<PAGE>

          (1) in respect of borrowed money;

          (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof);

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

          (5) representing the balance deferred and unpaid of the purchase price
     of any property which is due more than 6 months from the date of incurrence
     of the obligations with respect thereto (other than purchase price amounts
     held by the purchaser for future payment and escrowed funds), except any
     such balance that constitutes an accrued expense or trade payable; or

          (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) is required to appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP. In addition, the
term "Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.


     The amount of any Indebtedness outstanding as of any date will be:

          (1) the accreted value of the Indebtedness, in the case of any
     Indebtedness issued with original issue discount; and

          (2) the principal amount of the Indebtedness, together with any
     interest on the Indebtedness that is more than 30 days past due, in the
     case of any other Indebtedness;

provided that for purposes of determining the amount of any Indebtedness, if
recourse with respect to such Indebtedness is limited to such asset, the amount
of such Indebtedness shall be limited to the lesser of the fair market value of
such asset or the amount of such Indebtedness.

     "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 $150 million aggregate principal amount of
Notes issued under this Indenture on the date hereof.

     "Initial Purchaser" means Goldman, Sachs & Co.

     "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, who are not also QIBs.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances or

                                       11

<PAGE>

loans to officers and employees made in the ordinary course of business),
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.
The term "Investment" shall exclude extensions of credit to customers on
commercially reasonable terms in accordance with normal trade terms. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Equity Interests of any direct or indirect 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 will be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Company's Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary
of the Company of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person in an amount equal to the fair market value of the Investments held
by the acquired Person in such third Person 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 at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday, payment may be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue on such payment for the intervening
period.

     "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 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.

     "Market Making Shelf Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

     "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

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

                                       12

<PAGE>

     "Non-Recourse Debt" means Indebtedness:

          (1) as to which neither the Company nor any of its Restricted
     Subsidiaries (a) provides credit support of any kind (including any
     undertaking, agreement or instrument that would constitute Indebtedness),
     (b) is directly or indirectly liable as a guarantor or otherwise or (c)
     constitutes the lender;

          (2) no default with respect to which (including any rights that the
     holders of the Indebtedness 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 (other than the Notes) of the Company
     or any of its Restricted Subsidiaries to declare a default on such other
     Indebtedness or cause the payment of the Indebtedness to be accelerated or
     payable prior to its stated maturity; and

          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of the Company or any of
     its Restricted Subsidiaries.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "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, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.

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

     "Officer" means, with respect to any Person, the Chairman of the Board, any
Vice-Chairman, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Chief Legal Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice-President of
such Person and, if a partnership, any general partner, and if a limited
liability company, any managing member.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 13.05
hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company or any Subsidiary of
the Company. Opinions of Counsel required to be delivered under this Indenture
may have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

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

                                       13

<PAGE>

     "Permitted Business" means any business that derives a majority of its
revenues from the business engaged in by the Company and its Restricted
Subsidiaries on the date of original issuance of the Notes and/or activities
that are reasonably similar, ancillary or related to, or a reasonable extension,
development or expansion of, the businesses in which the Company and its
Restricted Subsidiaries are engaged on the date of original issuance of the
Notes.

     "Permitted Group" means any group of investors that is deemed to be a
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) by
virtue of the Stockholders Agreement, as the same may be amended, modified or
supplemented from time to time, provided that no single Person (other than a
Principal and its Related Parties) Beneficially Owns (together with its
Affiliates) more of the Voting Stock of the Company that is Beneficially Owned
by such group of investors than is then collectively Beneficially Owned by the
Principals and their Related Parties in the aggregate.

     "Permitted Investments" means:

          (1) any Investment in the Company or in a Restricted Subsidiary of the
     Company;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary of the
     Company in a Person, if as a result of such Investment:

                 (a) such Person becomes a 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 a Restricted Subsidiary of the Company;

          (4) 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;

          (5) Investments acquired in exchange for the issuance of Equity
     Interests (other than Disqualified Stock) of the Company or acquired with
     the net cash proceeds received by the Company after the date of this
     Indenture from the issuance and sale of Equity Interests (other than
     Disqualified Stock); provided that such net cash proceeds are used to make
     such Investment within 90 days of the receipt thereof and the amount of all
     such net cash proceeds will be excluded from clause (3)(B) of the first
     paragraph of Section 4.07 hereof;

          (6) any Investments received in good faith in compromise of
     obligations of trade creditors or customers that were incurred in the
     ordinary course of business, including pursuant to any plan of
     reorganization or similar arrangement upon the bankruptcy or insolvency of
     any trade creditor or customer;

          (7) Hedging Obligations;

          (8) Investments in any of the Notes;

          (9) intercompany Indebtedness of the Company or a Restricted
     Subsidiary of the Company described under clause (5) of the second
     paragraph under Section 4.09 hereof;

                                       14

<PAGE>

      (10) Investments in existence on the date of this Indenture or made
pursuant to a legally binding written commitment in existence on the date of
this Indenture, in each case after giving effect to the Acquisition;

      (11) Guarantees of Indebtedness of a Restricted Subsidiary of the Company
given by the Company or another Restricted Subsidiary of the Company, in each
case, in accordance with the terms of this Indenture;

      (12) Investments in prepaid expenses, negotiable instruments held for
collection and lease, utility and worker's compensation, performance and other
similar deposits provided to third parties in the ordinary course of business;

      (13) Currency Hedging Obligations permitted by this Indenture that are
entered into in the ordinary course of business and not for speculative
purposes;

      (14) loans or advances to customers or suppliers in the ordinary course of
business; and

      (15) other Investments in any Person having an aggregate fair market value
(measured on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (15) since the date of this Indenture not to exceed
$15 million.

"Permitted Junior Securities" means:

      (1)  Equity Interests in the Company or any Guarantor; or

      (2)  debt securities that are subordinated to all Senior Debt and any debt
securities issued in exchange for Senior Debt to substantially the same extent
as, or to a greater extent than, the Notes and the Subsidiary Guarantees are
subordinated to Senior Debt under this Indenture.

"Permitted Liens" means:

      (1), Liens securing Senior Debt that were permitted by this Indenture to
be incurred;

      (2)  Liens in favor of the Company or the Guarantors;

      (3)  Liens on assets or Equity Interests of a Person existing at the time
such Person is merged with or into or consolidated with the Company or any
Restricted Subsidiary of the Company; provided that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with the
Company or the Restricted Subsidiary;

      (4)  Liens on assets existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary of the Company, provided that such Liens
were in existence prior to the contemplation of such acquisition;

      (5)  Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds, performance bids, tenders or contracts,
statutory and common law landlord's liens or other obligations of a like nature
incurred in the ordinary course of business;

      (6)  Liens existing on the date of this Indenture after giving effect to
the Acquisition;

                                       15

<PAGE>

      (7)  Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted; provided that any
reserve or other appropriate provision as is required in conformity with GAAP
has been made therefore; and Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection
with the importation of goods;

      (8)  Liens incurred in the ordinary course of business of the Company or
any Restricted Subsidiary of the Company with respect to obligations that do not
exceed $5.0 million at any one time outstanding;

      (9)  Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse
Debt of Unrestricted Subsidiaries;

      (10) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security;

      (11) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or
replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in clauses (2), (3), (4), (6), (12) and (15) of this definition,
provided, however, that:

               (a) such new Lien shall be limited to all or part of the same
assets that secured the original Lien (plus improvements on such property); and

               (b) the Indebtedness secured by such Lien at such time is not
increased (other than by an amount necessary to pay fees and expenses, including
premiums, related to the refinancing, refunding, extension, renewal or
replacement of such Indebtedness);

      (12) any Lien securing Indebtedness under Hedging Obligations or otherwise
incurred to hedge interest rate risks that were permitted by this Indenture to
be incurred;

      (13) statutory Liens of landlords, banks (and rights of set-off), of
carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other
Liens imposed by law (other than any such Lien imposed pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case
incurred in the ordinary course of business (i) for amounts not yet overdue or
(ii) for amounts that are overdue and that (in the case of any such amounts
overdue for a period in excess of five days) are being contested in good faith
by appropriate proceedings, so long as such reserves or other appropriate
provisions, if any, as shall be required by GAAP shall have been made for any
such contested amounts;

      (14) Liens to secure Indebtedness of Foreign Subsidiaries permitted to be
incurred under clause (13) of the second paragraph of Section 4.09 hereof;

      (15) Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to the Company or another Restricted Subsidiary of the Company;

      (16) any Lien securing Indebtedness permitted to be incurred under clause
(8) of the second paragraph of Section 4.09 hereof; and

                                       16

<PAGE>

           (17) any Lien securing Indebtedness permitted to be incurred under
      clause (14) of the second paragraph of Section 4.09 hereof.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, restructure,
supplement, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

           (1) the principal amount (or accreted value, if applicable) of such
      Permitted Refinancing Indebtedness does not exceed the principal amount
      (or accreted value, if applicable) of the Indebtedness extended,
      refinanced, renewed, replaced, restructured, supplemented, defeased or
      refunded (plus all accrued interest on the Indebtedness and the amount of
      all expenses and premiums incurred in connection therewith);

           (2) if the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded is subordinated in right of payment to the
      Notes and is subordinated in right of payment to, the Notes on terms at
      least as favorable to the Holders of Notes as those contained in the
      documentation governing the Indebtedness being extended, refinanced,
      renewed, replaced, defeased or refunded; and

           (3) such Indebtedness is incurred either by the Company or by the
      Restricted Subsidiary who is the obligor on the Indebtedness being
      extended, refinanced, renewed, replaced, defeased or refunded.

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

      "Principals" means each of GS Capital Partners 2000, L.P., GS Capital
Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs
KG, Bridge Street Special Opportunities Fund 2000, L.P., GS Capital Partners
2000 Employee Fund, L.P. and Stone Street Fund 2000, L.P.

      "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of December 20, 2001, among the Company, the Guarantors 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 among the Company, the
Guarantors 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 Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

      "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on

                                       17

<PAGE>

behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto bearing the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

      "Related Party" means:

           (1)  any controlling stockholder, 80% (or more) owned Subsidiary, or
      immediate family member (in the case of an individual) of any Principal;
      or

           (2)  any trust, corporation, partnership or other entity, the
      beneficiaries, stockholders, partners, owners or Persons beneficially
      holding an 80% or more controlling interest of which consist of any one or
      more Principals and/or such other Persons referred to in the immediately
      preceding clause (1).

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

      "Responsible Officer," when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated with
the corporate trust department 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 such person's knowledge of and
familiarity with the particular subject.

      "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

      "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

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

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

      "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

      "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 the Securities Act.

      "SEC" means the Securities and Exchange Commission.

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

                                       18

<PAGE>

      "Senior Debt" means:

               (1) all Indebtedness of the Company or any Guarantor outstanding
      under Credit Facilities and all Hedging Obligations with respect thereto;

               (2) any other Indebtedness of the Company or any Guarantor
      permitted to be incurred under the terms of this Indenture, unless the
      instrument under which such Indebtedness is incurred expressly provides
      that it is on a parity with or subordinated in right of payment to the
      Notes or any Subsidiary Guarantee; and

               (3) all Obligations with respect to the items listed in the
      preceding clauses (1) and (2).

      Notwithstanding anything to the contrary in the preceding, Senior Debt
shall not include:

               (1) any liability for federal, state, local or other taxes owed
      or owing by the Company;

               (2) any intercompany Indebtedness of the Company or any of its
      Subsidiaries to the Company or any of its Affiliates;

               (3) any trade payables; or

               (4) the portion of any Indebtedness that is incurred in violation
      of this Indenture.

      "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.

      "Special Interest" shall have the meaning assigned to such term in the
Registration Rights Agreement.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will 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.

      "Stockholders Agreement" means that certain Stockholders Agreement among
the Company and the Principals dated as of the date of this Indenture.

      "Subsidiary" means, with respect to any specified Person:

               (1) 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 of the corporation,
      association or other business entity is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other
      Subsidiaries of that Person (or a combination thereof); and

                                       19

<PAGE>

               (2) any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or
      (b) the only general partners of which are that Person or one or more
      Subsidiaries of that Person (or any combination thereof).

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

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

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

      "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a permanent Global Note substantially in
the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

      Unrestricted Subsidiary" means any Subsidiary of the Company or any
successor to any of them 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:

               (1) has no Indebtedness other than Non-Recourse Debt;

               (2) 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;

               (3) is a Person with respect to which neither the Company nor any
      of its Restricted Subsidiaries has any direct or indirect obligation (a)
      to subscribe for additional Equity Interests or (b) to maintain or
      preserve such Person's financial condition or to cause such Person to
      achieve any specified levels of operating results; and

               (4) has not guaranteed or otherwise directly or indirectly
      provided credit support for any Indebtedness of the Company or any of its
      Restricted Subsidiaries.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary 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
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding 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 will 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 will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any

                                       20

<PAGE>

         Unrestricted Subsidiary to be a Restricted Subsidiary; provided that
such designation will 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 will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) 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.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (1) the sum of the products obtained by multiplying (a) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

               (2) the then outstanding principal amount of such Indebtedness.

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

Section 1.02   Other Definitions.

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

         "Affiliate Transaction" .............................      4.11
         "Asset Sale Offer" ..................................      3.09
         "Authentication Order" ..............................      2.02
         "Change of Control Offer" ...........................      4.15
         "Change of Control Payment" .........................      4.15
         "Change of Control Payment Date" ....................      4.15
         "Covenant Defeasance" ...............................      8.03
         "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
         "Permitted Debt" ....................................      4.09
         "Purchase Date" .....................................      3.09
         "Registrar" .........................................      2.03
         "Restricted Payments" ...............................      4.07

                                       21

<PAGE>

Section 1.03  Incorporation by Reference of Trust Indenture Act.

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

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

     "indenture securities" means the Notes;

     "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 and the Subsidiary Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Subsidiary Guarantees, respectively.

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

Section 1.04  Rules of Construction.

     Unless the context otherwise requires:

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

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

              (3)  "words in the singular include the plural, and in the plural
     include the singular;

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

              (5)  references to sections of or rules under the Securities Act
     will be deemed to include substitute, replacement of successor sections or
     rules adopted by the SEC 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

                                       22

<PAGE>

extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

      (b)  Global Notes. Notes issued in global form shall be substantially in
the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it represents 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. 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
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

      (c)  Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of:

            (1)  a written certificate from the Depositary, together with copies
      of certificates from Euroclear and Clearstream 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 shall take
      delivery of a beneficial ownership interest in a 144A Global Note bearing
      a Private Placement Legend, all as contemplated by Section 2.06(b)
      hereof); and

            (2)  an Officers' Certificate from the Company.

      Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in Regulation S Permanent Global Notes pursuant to the Applicable
Procedures. Simultaneously with the authentication of Regulation S Permanent
Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

      (d)  Euroclear and Clearstream 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 Clearstream
Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers
of beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearsteam.

                                       23

<PAGE>

Section 2.02   Execution and Authentication.

      An officer must 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 receipt of a written order of the Company signed
by an Officer (an "Authentication Order"), authenticate Notes for original issue
up to $150,000,000 in aggregate principal amount of the Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Sections 2.07 and 2.13 hereof.

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

Section 2.03   Registrar and Paying Agent.

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

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

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

Section 2.04   Paying Agent to Hold Money in Trust.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall 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 Special Interest, if any, or interest on the Notes, and
shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will 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.

                                       24

<PAGE>

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 (S)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 (S) 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:

               (1) the Company delivers to the Trustee notice from the
      Depositary that it is unwilling or unable to continue to act as Depositary
      or that it is no longer a clearing agency registered under the Exchange
      Act and, in either case, a successor Depositary is not appointed by the
      Company within 120 days after the date of such notice from the Depositary;
      or

               (2) the Company in its sole discretion determines that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and delivers a written notice to such effect to the Trustee; provided that
      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(b)(3)(ii)(B) under the Securities Act.

      Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

      (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. 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 of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

               (1) 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

                                       25

<PAGE>

     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,
     transfers of beneficial interests in the Regulation S Temporary Global Note
     may not be made to a U.S. Person or for the account or benefit of a U.S.
     Person (other than an Initial Purchaser). Beneficial interests in any
     Unrestricted Global Note may be transferred to Persons who take delivery
     thereof in the form of a beneficial interest in an 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)(1).

         (2)  All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

                (A) both:

                        (i)   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

                        (ii)  instructions given in accordance with the
                Applicable Procedures containing information regarding the
                Participant account to be credited with such increase; or

                (B) both:

                        (i)   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

                        (ii)  instructions given by the Depositary to the
                Registrar containing information regarding the Person in whose
                name such Definitive Note shall be registered to effect the
                transfer or exchange referred to in (1) above; provided 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 (A) the expiration of the Restricted Period
                and (B) the receipt by the Registrar of any certificates
                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)(2) 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(h) hereof.

         (3)  Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof

                                       26

<PAGE>

     in the form of a beneficial interest in another Restricted Global Note if
     the transfer complies with the requirements of Section 2.06(b)(2) 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 the
         certifications in item (1) thereof;

                (B) if the transferee will take delivery in the form of a
         beneficial interest in the Regulation S Temporary Global Note or the
         Regulation S Global Note, then the transferor must deliver a
         certificate in the form of Exhibit B hereto, including the
         certifications in item (2) thereof; and

                (C) if the transferee will take delivery in the form of a
         beneficial interest in the IAI Global Note, then the transferor must
         deliver a certificate in the form of Exhibit B hereto, including the
         certifications, certificates and Opinion of Counsel required by item
         (3) thereof, if applicable.

         (4) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an 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 complies with the requirements of Section 2.06(b)(2) above and:

                (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 to be transferred, 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 (i) a
         Broker-Dealer, (ii) a Person participating in the distribution of the
         Exchange Notes or (iii) 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 or the Market Making Shelf Registration Statement, in each
         case, in accordance with the Registration Rights Agreement;

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

                (D) the Registrar receives the following:

                      (i)  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 the certifications in item (1)(a) thereof; or

                      (ii) 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 the certifications in item (4) thereof;

                                       27

<PAGE>

               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.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
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
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

               (1) Beneficial Interests in Restricted Global Notes to Restricted
         Definitive Notes. 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 the
               certifications in item (2)(a) thereof;

                    (B) if such beneficial interest is being transferred to a
               QIB in accordance with Rule 144A, a certificate to the effect set
               forth in Exhibit B hereto, including 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, a certificate to the effect set forth in
               Exhibit B hereto, including 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, a certificate to
               the effect set forth in Exhibit B hereto, including 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 the certifications, certificates and Opinion of Counsel
               required by item (3) 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 the certifications in
               item (3)(b) thereof; or

                                       28

<PAGE>
                        (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 the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company shall execute and the Trustee shall authenticate and
deliver to the Person designated in the instructions a Restricted Definitive
Note in the appropriate principal amount. Any Restricted Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are so
registered. Any Restricted Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall
bear the Private Placement Legend and shall be subject to all restrictions on
transfer contained therein.

                (2) Beneficial Interests in Regulation S Temporary Global Note
        to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C)
        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 (A)
        the expiration of the Restricted Period and (B) the receipt by the
        Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
        under the Securities Act, except in the case of a transfer pursuant to
        an exemption from the registration requirements of the Securities Act
        other than Rule 903 or Rule 904.

                (3) Beneficial Interests in Restricted Global Notes to
        Unrestricted Definitive Notes. A holder of a beneficial interest in a
        Restricted Global 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 (i) a Broker-Dealer, (ii) a Person participating in
                the distribution of the Exchange Notes or (iii) 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 Broker-Dealer
                pursuant to the Exchange Offer Registration Statement or the
                Market Making Shelf Registration Statement, in each case, in
                accordance with the Registration Rights Agreement; or

                        (D) the Registrar receives the following:

                                (i) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to exchange such
                        beneficial interest for a Definitive Note that does not
                        bear the Private Placement Legend, a certificate from
                        such holder in the form of Exhibit C hereto, including
                        the certifications in item (1)(b) thereof; or

                                       29

<PAGE>
                                (ii) 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 Definitive Note that does not
                        bear the Private Placement Legend, a certificate from
                        such holder in the form of Exhibit B hereto, including
                        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.

                (4) Beneficial Interests in Unrestricted Global Notes to
        Unrestricted Definitive Notes. 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)(2) hereof, the Trustee shall cause the aggregate principal
        amount of the applicable Global Note to be reduced accordingly pursuant
        to Section 2.06(h) 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 pursuant to
        this Section 2.06(c)(4) shall be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest requests through instructions to the Registrar from
        or through 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)(4)
        shall not bear the Private Placement Legend.

        (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

                (1) 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 Notes 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 the certifications in item
                (2)(b) thereof;

                        (B) if such Restricted Definitive Note is being
                transferred to a QIB in accordance with Rule 144A, a certificate
                to the effect set forth in Exhibit B hereto, including 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, a certificate to the
                effect set forth in Exhibit B hereto, including 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

                                       30

<PAGE>

                Rule 144, a certificate to the effect set forth in Exhibit B
                hereto, including the certifications in item (3)(a) thereof;

                        (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 the certifications, certificates and
                Opinion of Counsel required by item (3) 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 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 the certifications in item (3)(c)
                thereof,

                the Trustee shall cancel the Restricted Definitive Note,
                increase or cause to be increased the aggregate principal amount
                of, in the case of clause (A) above, the appropriate Restricted
                Global Note, in the case of clause (B) above, the 144A Global
                Note, in the case of clause (C) above, the Regulation S Global
                Note, and in all other cases, the IAI Global Note.

                (2) 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 (i) a
                Broker-Dealer, (ii) a Person participating in the distribution
                of the Exchange Notes or (iii) 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 or the Market Making Shelf Registration
                Statement, in each case, in accordance with the Registration
                Rights Agreement;

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

                        (D) the Registrar receives the following:

                                (i)     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 the certifications in item (1)(c) thereof; or

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

                                       31

<PAGE>

                        interest in the Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit B hereto,
                        including 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)(2), the Trustee shall cancel the Definitive
        Notes and increase or cause to be increased the aggregate principal
        amount of the Unrestricted Global Note.

                (3)     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 Notes 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.

                If any such exchange or transfer from a Definitive Note to a
        beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D)
        or (3) 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 must 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 its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                (1)     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:

                        (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 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 the certifications in
                item (2) thereof; and

                                       32

<PAGE>

                        (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 the certifications,
                certificates and Opinion of Counsel required by item (3)
                thereof, if applicable.

                (2) 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 (i) a
                Broker-Dealer, (ii) a Person participating in the distribution
                of the Exchange Notes or (iii) 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 or the Market Making Shelf Registration
                Statement, in each case, in accordance with the Registration
                Rights Agreement;

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

                        (D) the Registrar receives the following:

                                (i)     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 the
                        certifications in item (1)(d) thereof; or

                                (ii)    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 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 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.

                (3) 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, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate:

                                       33

<PAGE>
                (1) one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of the beneficial
        interests in the Restricted Global Notes tendered into the Exchange
        Offer by Persons that certify in the applicable Letters of Transmittal
        that (A) they are not Broker-Dealers, (B) they are not participating in
        a distribution of the Exchange Notes and (C) they are not affiliates (as
        defined in Rule 144) of the Company, and accepted for exchange in the
        Exchange Offer; and

                (2) Unrestricted 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 will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

        (g) 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.

                (1) Private Placement Legend.

                        (A) Except as permitted by subparagraph (B) below, each
                Global Note and each Definitive Note (and all Notes issued in
                exchange therefor or substitution thereof) shall bear the
                legend in substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES."

                        (B) Notwithstanding the foregoing, any Global Note or
                Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3),
                (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section
                2.06 (and all Notes issued in exchange therefor or substitution
                thereof) shall not bear the Private Placement Legend.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE

                                       34

<PAGE>

BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) 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 IPC
ACQUISITION CORP.

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 COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS 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 INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

                (3) 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."

        (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who shall 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.

        (i) General Provisions Relating to Transfers and Exchanges.

                                       35

<PAGE>

              (1) To permit registrations of transfers and exchanges, the
      Company shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon receipt of an Authentication Order in accordance
      with Section 2.02 or at the Registrar's request.

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

              (3) 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.

              (4) 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.

              (5) 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
              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.

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

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

              (8) 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 receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's

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<PAGE>

requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

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

Section 2.08    Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(a) hereof.

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

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

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay all principal and interest payable on that redemption or
maturity date with respect to the Notes (or portions thereof), 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, 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 a Responsible Officer of 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 may be reasonably acceptable to
the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

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

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Section 2.11    Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Trustee shall provide the Company with a list 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.

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
may 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    Issuance of Additional Notes.

         The Company shall be entitled, subject to its compliance with Section
4.09, to issue Additional Notes under this Indenture which shall have identical
terms as the Initial Notes issued on the Issue Date, other than with respect to
the date of issuance and issue price. The Initial Notes issued on the Issue
Date, any Additional Notes and all Exchange Notes or private exchange notes
issued in exchange therefor shall be treated as a single class for all purposes
under this Indenture.

         With respect to any Additional Notes, the Company shall set forth in a
resolution of the Board of Directors and an Officers' Certificate, a copy of
each which shall be delivered to the Trustee, the following information:

         (a) the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture;

         (b) the issue price, the issue date and the CUSIP number of such
Additional Notes; and

         (c) whether such Additional Notes shall be transfer restricted Notes
and issued in the form of Initial Notes as set forth in Section 2.02 of this
Indenture or shall be issued in the form of Exchange Notes.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01    Notices to Trustee.

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<PAGE>
         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                (1) the clause of this Indenture pursuant to which the
         redemption shall occur;

                (2) the redemption date;

                (3) the principal amount of Notes to be redeemed; and

                (4) the redemption price.

Section 3.02    Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select Notes for redemption or
purchase as follows:

                (1) if the Notes are listed on any national securities exchange,
         in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                (2) if the Notes are not listed on any national securities
         exchange, on a pro rata basis, by lot or by such method as the Trustee
         shall deem fair and appropriate.

         In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. 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 or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03    Notice of Redemption.

         Subject to the provisions of Sections 3.07 and 3.09 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of
this Indenture.

         The notice shall identify the Notes to be redeemed (including its CUSIP
number) and shall state:

                (1) the redemption date;

                (2) the redemption price;

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<PAGE>

                (3) 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;

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

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

                (6) 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;

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

                (8) 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 has 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.

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. Such notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice.

Section 3.05    Deposit of Redemption or Purchase Price.

         One Business Day prior to the redemption or purchase price date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Special
Interest, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Special Interest, if any, on, all Notes to be redeemed or
purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

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<PAGE>

Section 3.06    Notes Redeemed or Purchased in Part.

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

Section 3.07    Optional Redemption.

         (a) At any time prior to December 15, 2004, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 111.500% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:

                (1) at least 65% of the aggregate principal amount of Notes
         issued under this Indenture remains outstanding immediately after the
         occurrence of such redemption (excluding Notes held by the Company and
         its Subsidiaries); and

                (2) the redemption occurs within 60 days of the date of the
         closing of such Equity Offering.

         (b) Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Company's option prior to December 15, 2005.

         (c) On or after December 15, 2005, the Company may redeem, at any time
or from time to time, all or a part of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and Special
Interest, if any, on the Notes redeemed, to the applicable redemption date, if
redeemed during the twelve-month period beginning on December 15 of the years
indicated below:

         Year                                             Percentage
         ----                                             ----------
         2005 ..........................................   105.750%
         2006 ..........................................   103.833%
         2007 ..........................................   101.917%
         2008 and thereafter ...........................   100.000%

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

Section 3.08    Mandatory Redemption.

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

Section 3.09    Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to

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<PAGE>

offers to purchase or redeem with the proceeds of sales and assets. The Asset
Sale Offer shall remain open for a period of at least 20 Business Days following
its commencement and not more than 30 Business Days, 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 the Notes and other
pari passu Indebtedness required to be purchased pursuant to Section 4.10
hererof (the "Offer Amount") or, if less than the Offer Amount has been
tendered, all Notes and other pari passu Indebtedness 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, and
Special Interest, if any, 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 notice, which shall govern the terms of the Asset Sale Offer, shall
state:

                (1) 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;

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

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

                (4) 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;

                (5) that Holders electing to have a Note purchased pursuant to
         an Asset Sale Offer may elect to have Notes purchased in integral
         multiples of $1,000 only;

                (6) 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,
         a Depositary, if appointed by the Company, or a Paying Agent at the
         address specified in the notice at least three days before the Purchase
         Date;

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

                (8) that, if the aggregate principal amount of Notes and other
         pari passu Indebtedness surrendered by Holders exceeds the Offer
         Amount, the Company shall select the Notes and other pari passu
         Indebtedness to be purchased on a pro rata basis based on the principal
         amount of Notes and such other pari passu Indebtedness surrendered
         (with such adjustments as may be

                                       42

<PAGE>

        deemed appropriate by the Company so that only Notes in denominations of
        $1,000, or integral multiples thereof, shall be purchased); and

              (9)  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
Business 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 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 and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any, shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Company shall pay all Special Interest, 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 post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02  Maintenance of Office or Agency.

        The Company shall maintain in the Borough of Manhattan, the City of New
York or the corporate trust office of the Trustee, 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,

                                       43

<PAGE>

and any change in the location, of such office or agency. If at any time the
Company fails to maintain any such required office or agency or fails 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 or the corporate trust office of the Trustee for
such purposes. The Company shall give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such
other office or agency.

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

Section 4.03  Reports.

        (a)  Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

              (1)  all quarterly and annual financial information that would be
        required to be contained in a filing with the SEC on Forms 10-Q and 10-K
        if the Company were required to file such forms, including 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

              (2)  all current reports that would be required to be filed with
        the SEC on Form 8-K if the Company were required to file such reports.

        In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Company shall file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company shall at
all times comply with TIA (S) 314(a).

        (b)   For so long as any Notes remain outstanding, the Company and the
Guarantors shall 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 until such time
as the Company has either exchanged the Notes for Exchange Notes that have been
registered under the Securities Act or until such time as all Holder of Notes
have disposed of their Notes pursuant to an effective registration statement
under the Securities Act.

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

Section 4.04  Compliance Certificate.

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<PAGE>

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

        (b)   So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 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)   So long as any of the Notes are outstanding, the Company shall
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.

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

                                       45

<PAGE>
Section 4.07  Restricted Payments.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

              (1)  declare or pay any dividend or make any other payment or
        distribution on account of the Company's Equity Interests (including,
        without limitation, any payment in connection with any merger or
        consolidation involving the Company) other than dividends or
        distributions payable in Equity Interests (other than Disqualified
        Stock) of the Company;

              (2)  purchase, redeem or otherwise acquire or retire for value
        (including, without limitation, in connection with any merger or
        consolidation involving the Company) any Equity Interests of the Company
        or any person that beneficially owns, directly or indirectly, a majority
        of the Capital Stock of the Company;

              (3)  make any payment on or with respect to, or purchase, redeem,
        defease or otherwise acquire or retire for value any Indebtedness that
        is subordinated in right of payment to the Notes or the Subsidiary
        Guarantees, except a payment of interest or principal at the Stated
        Maturity thereof or a refinancing thereof within one year of the final
        maturity date thereof; or

              (4)  make any Restricted Investment (all such payments and other
        actions set forth in these clauses (1) through (4) above being
        collectively referred to as "Restricted Payments"),

              unless, at the time of and after giving effect to such Restricted
        Payment:

              (1)  no Default or Event of Default is continuing or would occur
        as a consequence of such Restricted Payment; and

              (2)  the Company would, at the time of such Restricted Payment and
        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

              (3)  such Restricted Payment, together with the aggregate amount
        of all other Restricted Payments made by the Company and its Restricted
        Subsidiaries after the date of this Indenture (excluding Restricted
        Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and (10)
        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) from the beginning
              of the first fiscal quarter commencing prior to the date of this
              Indenture 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)  except as otherwise provided in clause (2) of the
              second paragraph of this Section 4.07 hereof and in clause (5) of
              the definition of Permitted Investments, 100% of the aggregate net
              cash proceeds plus the fair market value of other property used or
              useful in a Permitted Business received by the Company since the
              date of this Indenture as a contribution to its common equity
              capital or from the issue or sale of Equity Interests of the
              Company (other than Disqualified Stock) or from the issue or sale
              of convertible or

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<PAGE>

              exchangeable Disqualified Stock or convertible or exchangeable
              debt securities of the Company that have been converted into or
              exchanged for such Equity Interests (other than Equity Interests
              (or Disqualified Stock or debt securities) sold to a Subsidiary of
              the Company), plus

                       (C)  the net reduction in any Restricted Investment that
              was made after the date of this Indenture resulting from payments
              of interest on Indebtedness, dividends, repayment of loans or
              advances, or other transfers of assets, in each case to the
              Company or any Restricted Subsidiary of the Company, and the cash
              return of capital with respect to any Restricted Investment (less
              the cost of disposition, if any), plus

                       (D)  to the extent that any Unrestricted Subsidiary of
              the Company is redesignated as a Restricted Subsidiary after the
              date of this Indenture, the fair market value of the Company's
              Investment in such Subsidiary as of the date of such
              redesignation, plus

                       (E)  any amount which previously qualified as a
              Restricted Payment on account of any Guarantee entered into by the
              Company or any Restricted Subsidiary; provided that such Guarantee
              has not been called upon and the obligation arising under such
              Guarantee no longer exists.

        So long as (with respect to the following clauses 3, 4, 5, 6, 7 and 11)
no Default has occurred and is continuing or would be caused thereby, the
preceding provisions will not prohibit:

              (1)  the payment of any dividend within 60 days after the date of
        declaration of the dividend, if at the date of declaration the dividend
        payment would have complied with the provisions of this Indenture;

              (2)  the redemption, repurchase, retirement, defeasance or other
        acquisition of any subordinated Indebtedness of the Company or any
        Guarantor or of any Equity Interests of the Company or any Restricted
        Subsidiary of the Company in exchange for, or out of the net cash
        proceeds of the substantially concurrent sale (other than to a
        Restricted Subsidiary of the Company) of, Equity Interests of the
        Company (other than 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 will be excluded
        from clause (3) (b) of the preceding paragraph;

              (3)  the defeasance, redemption, repurchase, repayment or other
        acquisition of subordinated Indebtedness of the Company or any Guarantor
        with the net cash proceeds from an incurrence of Permitted Refinancing
        Indebtedness;

              (4)  the payment of any dividend by a Restricted Subsidiary of the
        Company to the holders of its Equity Interests on a pro rata basis;

              (5)  the repurchase, redemption or other acquisition or retirement
        for value of any Equity Interests of the Company or any Restricted
        Subsidiary of the Company held by any member of the Company's (or any of
        its Restricted Subsidiaries') management; provided that the aggregate
        price paid for all such repurchased, redeemed, acquired or retired
        Equity Interests may not exceed $3.0 million in any twelve-month period
        plus the net proceeds of key person life insurance policies received
        after the date of this Indenture (with amounts not used in any
        twelve-month period carried forward to the next twelve-month period);

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              (6)  the repurchase of any subordinated Indebtedness or
        Disqualified Stock of the Company at a purchase price not greater than
        101% of the principal amount of such subordinated Indebtedness in the
        event of a Change of Control pursuant to a provision similar to Section
        4.15 hereof; provided that prior to consummating any such repurchase,
        the Company has made the Change of Control Offer required by this
        Indenture and has repurchased all Notes validly tendered for payment in
        connection with such Change of Control Offer;

              (7)  the repurchase of any subordinated Indebtedness or
        Disqualified Stock of the Company at a purchase price not greater than
        100% of the principal amount of such Indebtedness in the event of an
        Asset Sale pursuant to a provision similar to Section 4.10 hereof;
        provided that prior to consummating any such repurchase, the Company has
        made the Asset Sale Offer required by this Indenture and has repurchased
        all Notes validly tendered for payment in connection with such Asset
        Sale Offer;

              (8)  repurchases of Capital Stock (or warrants or options
        convertible into or exchangeable for such Capital Stock) deemed to occur
        upon exercise of stock options to the extent that shares of such Capital
        Stock (or warrants or options convertible into or exchangeable for such
        Capital Stock) represent a portion of the exercise price of such
        options;

              (9)  the repurchase, redemption, retirement, refinancing,
        acquisition for value or payment of any Disqualified Stock in exchange
        for, or out of the net cash proceeds of the substantially concurrent
        issuance of new Disqualified Stock of the Company; provided that any
        such new Disqualified Stock has an aggregate liquidation preference that
        does not exceed the aggregate liquidation preference of the amount so
        refinanced;

              (10) the declaration and payment of dividends or distributions to
        holders of any class or series of Disqualified Stock of the Company or
        preferred stock of its Restricted Subsidiaries issued or incurred in
        accordance with Section 4.09 hereof; and

              (11) other Restricted Payments by the Company or any Restricted
        Subsidiary in an aggregate amount not to exceed $15.0 million since the
        date of this Indenture.

        The amount of all Restricted Payments (other than cash) will 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.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee.

Section 4.08  Dividend and Other Payment Restrictions Affecting Subsidiaries.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

              (1)  pay dividends or make any other distributions on its Capital
        Stock to the Company or any of its Restricted Subsidiaries, or with
        respect to any other interest or participation in, or measured by, its
        profits, or pay any indebtedness owed to the Company or any of its
        Restricted Subsidiaries;

              (2)  make loans or advances to the Company or any of its
        Restricted Subsidiaries; or

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<PAGE>

              (3)  transfer any of its properties or assets to the Company or
        any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

              (1)  agreements governing Existing Indebtedness and Credit
        Facilities as in effect on the date of this Indenture and any
        amendments, modifications, restatements, renewals, increases,
        supplements, refundings, restructuring (including rate increases),
        replacements or refinancings of those agreements, provided that the
        amendments, modifications, restatements, renewals, increases,
        supplements, refundings, restructurings, replacement or refinancings are
        not materially more restrictive, taken as a whole, with respect to such
        dividend and other payment restrictions than those contained in those
        agreements on the date of this Indenture;

              (2)  this Indenture, the Notes, the Exchange Notes and the
        Subsidiary Guarantees;

              (3)  applicable law or any requirement of any regulatory body;

              (4)  any instrument governing Indebtedness or Capital Stock of a
        Person acquired by the Company or any of its Restricted Subsidiaries as
        in effect at the time of such acquisition (except to the extent such
        Indebtedness or Capital Stock was incurred or issued in connection with
        or in contemplation of such acquisition), which encumbrance or
        restriction is not applicable to any Person, or the properties or assets
        of any Person, other than the Person, 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;

              (5)  customary non-assignment provisions contained in (a) any
        lease governing a leasehold interest or (b) any supply, license or other
        agreement entered into in the ordinary course of business of the Company
        or any of its Restricted Subsidiaries;

              (6)  purchase money obligations for property acquired in the
        ordinary course of business that impose restrictions on that property of
        the nature described in clause (3) of the preceding paragraph;

              (7)  any agreement for the sale or other disposition of a
        Restricted Subsidiary or assets that restricts distributions by that
        Restricted Subsidiary or distributions of those assets pending the sale
        or other disposition;

              (8)  Permitted Refinancing Indebtedness, provided that the
        restrictions contained in the agreements governing such Permitted
        Refinancing Indebtedness are not materially more restrictive, taken as a
        whole, than those contained in the agreements governing the Indebtedness
        being refinanced;

              (9)  Liens securing Indebtedness otherwise permitted to be
        incurred under the provisions of Section 4.12 hereof that limit the
        right of the debtor to dispose of the assets subject to such Liens;

              (10) provisions with respect to the disposition or distribution of
        assets or property in joint venture agreements, asset sale agreements,
        stock sale agreements and other similar agreements entered into in the
        ordinary course of business;

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<PAGE>

              (11)  restrictions on cash or other deposits or net worth imposed
         by customers under contracts entered into in the ordinary course of
         business;

              (12)  restrictions relating solely to Foreign Subsidiaries and
         created in connection with Indebtedness of such Foreign Subsidiaries
         incurred under clause (13) of the second paragraph of Section 4.09
         hereof;

              (13)  restrictions contained in any other indenture governing debt
         securities of the Company that are not materially more restrictive,
         taken as a whole, than those contained in this Indenture governing the
         Notes; and

              (14)  restrictions on the transfer of assets that are the subject
         of a Capitalized Lease Obligation incurred in connection with
         Capitalized Lease Obligations incurred pursuant to clause (14) of the
         second paragraph of Section 4.09 hereof.

Section 4.09        Incurrence of Indebtedness and Issuance of Preferred Stock.

         The Company shall not, and shall 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 Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur
Indebtedness (including Acquired Debt) or issue preferred 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 or preferred stock is issued would have been at least:

              (1)   2.00 to 1, in the case of any incurrence or issuance on or
                    before December 31, 2002;

              (2)   2.25 to 1, in the case of any incurrence or issuance after
                    December 31, 2002 and on or prior to December 31, 2003;

              (3)   2.50 to 1, in the case of any incurrence or issuance after
                    December 31, 2003 and on or prior to December 31, 2004; or

              (4)   2.60 to 1, in the case of any incurrence or issuance after
                    December 31, 2004.

in each case, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been
incurred or the preferred stock or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period.

         This Section 4.09 will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, "Permitted Debt"):

              (1)   the incurrence by the Company and any of its Restricted
         Subsidiaries of additional Indebtedness and letters of credit under
         Credit Facilities in an aggregate principal amount at any one time
         outstanding under this clause (1) (with letters of credit being deemed
         to have a principal amount equal to the maximum potential liability of
         the Company and its Restricted Subsidiaries thereunder) not to exceed
         the greater of:

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<PAGE>

                       (a)  $120.0 million less the aggregate amount of all
         repayments, optional or mandatory, of the principal of any term
         Indebtedness under a Credit Facility that have been made by the Company
         or any of its Restricted Subsidiaries since the date of this Indenture
         with the Net Proceeds of Asset Sales and less the aggregate amount of
         all commitment reductions with respect to any revolving credit
         borrowings under a Credit Facility that have been made by the Company
         or any of its Subsidiaries since the date of this Indenture as a result
         of the application of the Net Proceeds of Asset Sales; and

                       (b)  80% of the consolidated net book value of the
         consolidated accounts receivable and 25% of the net book value of the
         consolidated inventory, in each case of the Company and its Restricted
         Subsidiaries as of the end of the Company's most recently ended fiscal
         quarter for which internal financial statements are available;

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

              (3)  the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the related Subsidiary
         Guarantees to be issued on the date of this Indenture and the Exchange
         Notes and the related Subsidiary Guarantees to be issued pursuant to
         the Registration Rights Agreement;

              (4)  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 under the first paragraph of this
         Section 4.09 or clauses (2), (3), (4), (13), (14) or (15) of this
         paragraph;

              (5)  the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of its Restricted Subsidiaries; provided, however, that:

                       (a)  if the Company or any Guarantor is the obligor on
         such Indebtedness, such Indebtedness must be expressly subordinated to
         the prior payment in full in cash of all Obligations with respect to
         the Notes, in the case of the Company, or the Subsidiary Guarantee, in
         the case of a Guarantor; and

                       (b)  (i) any subsequent issuance or transfer of Equity
         Interests that results in any such Indebtedness being held by a Person
         other than the Company or a Restricted Subsidiary of the Company and
         (ii) any sale or other transfer of any such Indebtedness to a Person
         that is not either the Company or a Restricted Subsidiary of the
         Company, shall be deemed, in each case, to constitute an incurrence of
         such Indebtedness by the Company or such Restricted Subsidiary, as the
         case may be, that was not permitted by this clause (5);

              (6)  the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations that are incurred for the purpose
         of fixing or hedging interest rate risk with respect to any floating
         rate Indebtedness that is permitted by the terms of this Indenture to
         be outstanding;

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

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<PAGE>

              (8)  Indebtedness of the Company or any of its Restricted
         Subsidiaries pursuant to (a) letters of credit, bankers' acceptances or
         other similar instruments or obligations securing obligations incurred
         in the ordinary course of business (including those issued to
         government entities in connection with self-insurance under applicable
         workers' compensation statutes) and (b) other letters of credit,
         bankers' acceptances or other similar instruments or obligations in an
         aggregate principal amount (with letters of credit being deemed to have
         a principal amount equal to the maximum potential liability of the
         Company and its Restricted Subsidiaries thereunder) not to exceed under
         this clause (b) $10.0 million in the aggregate outstanding at any one
         time; provided that, in each case contemplated by this clause (8), if
         any such letter of credit or other obligations is drawn upon, the
         account balance is repaid within 30 days of such draw;

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

              (10) shares of preferred stock of a Restricted Subsidiary of the
         Company issued to the Company or another Restricted Subsidiary of the
         Company; provided that any subsequent transfer of any Capital Stock or
         any other event that results in any such Restricted Subsidiary ceasing
         to be a Restricted Subsidiary or any other subsequent transfer of any
         such shares of preferred stock (except to the Company or another
         Restricted Subsidiary of the Company) shall be deemed, in each case, to
         be an issuance of preferred stock that was not permitted by this clause
         (10);

              (11) Indebtedness (A) under Currency Agreements; provided that
         such agreements (1) are designed solely to protect the Company or its
         Restricted Subsidiaries against fluctuations in foreign currency
         exchange rates or interest rates and (2) 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 by reason of fees, indemnities and compensation payable
         thereunder; and (B) arising from agreements of the Company or a
         Restricted Subsidiary of the Company providing for indemnification,
         adjustment of purchase price, earn out or other similar obligations, in
         each case, incurred or assumed in connection with the disposition or
         acquisition of any business, assets or a Restricted Subsidiary of the
         Company, other than guarantees of Indebtedness incurred by any Person
         acquiring all or any portion of such business, assets or a Restricted
         Subsidiary for the purpose of financing any such acquisition; provided
         that the maximum assumable liability in respect of all such
         Indebtedness shall at no time exceed the gross proceeds actually
         received by the Company and its Restricted Subsidiaries in connection
         with any such disposition;

              (12) Indebtedness of the Company to the extent the net proceeds
         thereof are promptly deposited to defease the Notes as described under
         Article 8 hereof;

              (13) Indebtedness of Foreign Subsidiaries in an aggregate
         principal amount not to exceed $20.0 million at any one time
         outstanding pursuant to this clause (13), including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (13);

              (14) Indebtedness of the Company or any Restricted Subsidiary (a)
         represented by Capital Lease Obligations in an aggregate principal
         amount not to exceed $7.5 million at any time outstanding or (b)
         Indebtedness incurred or assumed to finance capital expenditures or in
         connection with the acquisition or development of real property, plant
         or equipment or the Capital

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         Stock of a Restricted Subsidiary that owns such property, plant or
         equipment, in each case contemplated by this clause (b) incurred for
         the purpose of financing all or any part of the purchase price of such
         property, plant or equipment or Capital Stock in an aggregate principal
         amount not to exceed $15.0 million at any time outstanding, in each
         case contemplated by this clause (14), including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (14); and

              (15) the incurrence by the Company or any of its Restricted
         Subsidiaries of additional Indebtedness in an aggregate principal
         amount at any time outstanding, including all Permitted Refinancing
         Indebtedness incurred to refund, refinance or replace any Indebtedness
         incurred pursuant to this clause (15), not to exceed $25.0 million;

         provided, however, that in no event may the aggregate principal amount
of Indebtedness outstanding at any one time pursuant to clauses (8)(b), (13),
(14) and (15) above, including all Permitted Refinancing Indebtedness incurred
to refund, refinance or replace any Indebtedness incurred pursuant to any of
such clauses, exceed $60 million.

         For purposes of determining compliance with this Section 4.09:

              (1)  in the event that an item of proposed Indebtedness meets the
         criteria of more than one of the categories of Permitted Debt described
         in clauses (1) through (15) above, or is entitled to be incurred
         pursuant to the first paragraph of this Section 4.09, the Company shall
         be permitted to classify such item of Indebtedness on the date of its
         incurrence, or later reclassify all or a portion of such item of
         Indebtedness, in any manner that complies with this Section 4.09;

              (2)  Indebtedness under Credit Facilities outstanding on the date
         on which Notes are first issued and authenticated under this Indenture
         shall be deemed to have been incurred on the date of this Indenture in
         reliance on the exception provided by clause (1) of the definition of
         Permitted Debt;

              (3)  the accrual of interest, the accretion or amortization of
         original issue discount, the payment of interest on any Indebtedness in
         the form of additional Indebtedness with the same terms, and the
         payment of dividends on Disqualified Stock in the form of additional
         shares of the same class of Disqualified Stock shall not be deemed to
         be an incurrence of Indebtedness or an issuance of Disqualified Stock
         for purposes of this Section 4.09; provided, in each such case, that
         the amount thereof is included in Fixed Charges of the Company as
         accrued; and

              (4)  for purposes of determining compliance with any dollar-
         denominated restriction on the incurrence of Indebtedness denominated
         in a foreign currency, the dollar-equivalent principal amount of such
         Indebtedness incurred pursuant thereto shall be calculated based on the
         relevant currency exchange rate in effect on the date that such
         Indebtedness was incurred.

         Notwithstanding the foregoing, the Company shall not incur or suffer to
exist, or permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries
to incur or suffer to exist, any Obligations with respect to an Unrestricted
Subsidiary that would violate the provisions set forth in the definition of
Unrestricted Subsidiary. Specifically, without limiting the generality of the
foregoing, if an Unrestricted Subsidiary incurs Indebtedness that is not
Non-Recourse Debt or any Indebtedness of an Unrestricted Subsidiary ceases to be
Non-Recourse Debt, such Unrestricted Subsidiary will then cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date.

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Section 4.10  Asset Sales.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

              (1)  the Company (or the Restricted Subsidiary, as the case may
         be) receives consideration at the time of the Asset Sale at least equal
         to the fair market value of the assets or Equity Interests issued or
         sold or otherwise disposed of;

              (2)  to the extent such Asset Sale involves consideration in
         excess of $10.0 million, the fair market value is determined by the
         Company's Board of Directors and evidenced by a resolution of the Board
         of Directors set forth in an Officers' Certificate delivered to the
         Trustee; and

              (3)  except in the case of an Asset Swap, at least 75% of the
         consideration received in the Asset Sale by the Company or such
         Restricted Subsidiary is in the form of cash or Cash Equivalents. For
         purposes of this provision, each of the following will be deemed to be
         cash:

                     (a)  any liabilities, as shown on the Company's most recent
         consolidated 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 Subsidiary Guarantee) that are
         assumed by the transferee or purchaser or a third party on behalf of
         the transferor or purchaser of any such assets pursuant to a customary
         novation agreement that releases the Company or such Restricted
         Subsidiary from further liability; and

                     (b)  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 within 30
         days of receipt into cash, to the extent of the cash received in that
         conversion.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company and its Restricted Subsidiaries may apply those Net Proceeds
at its option:

              (1)  to repay Senior Debt or debt of any Restricted Subsidiary
         that is not a Guarantor and, if the Senior Debt or any such debt of any
         Restricted Subsidiary that is not a Guarantor so repaid is revolving
         credit borrowings, to correspondingly reduce commitments with respect
         thereto;

              (2)  to acquire all or substantially all of the assets of, or a
         majority of the Voting Stock of, another Permitted Business;

              (3)  to make a capital expenditure;

              (4)  to acquire other assets that are used or useful in a
         Permitted Business; or

              (5)  to acquire Capital Stock constituting a minority interest in
         any Person that at such time is a Restricted Subsidiary.

Pending the final application of any Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in any
manner that is not prohibited by this Indenture.

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         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, within 30 days
thereof, the Company shall make an Asset Sale Offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid interest
and Special Interest, if any, to the date of purchase, and shall be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds will 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 those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

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 (each, an "Affiliate Transaction"), unless:

              (1)  the Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that would have been obtained in a comparable transaction by the
         Company or such Restricted Subsidiary with an unrelated Person; and

              (2)  The Company delivers to the Trustee:

                       (a)  with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving aggregate consideration in
         excess of $5.0 million, a resolution of the Board of Directors set
         forth in an Officers' Certificate certifying that such Affiliate
         Transaction complies with this Section 4.11; and

                       (b)  with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving the sale, purchase, lease
         or exchange of property or assets having a value in excess of $10.0
         million, such transaction or series of related transactions has been
         approved by a majority of the Disinterested Directors (or, if there is
         only one Disinterested Director on the Company's Board of Directors,
         such Disinterested Director) or the Board of Directors of the Company
         shall have received a written opinion of a nationally recognized
         investment banking, accounting or appraisal firm stating that such
         transaction or series of transactions is fair to the holders from a
         financial point of view.

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         The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:

              (1)  any employment, compensation or indemnification arrangement
         entered into by the Company or any of its Restricted Subsidiaries in
         the ordinary course of business with employees, directors, officers or
         consultants;

              (2)  loans or advances to officers, directors, consultants and
         employees in the ordinary course of business or guarantees in respect
         thereof or otherwise made on their behalf (including any payments on
         such guarantees);

              (3)  any redemption of Capital Stock held by employees upon death,
         disability or termination of employment at a price not in excess of the
         fair market value thereof;

              (4)  the grant of stock options or similar rights to employees and
         directors of the Company;

              (5)  payment of reasonable directors fees;

              (6)  transactions between or among the Company and/or its
         Restricted Subsidiaries;

              (7)  transactions with a Person that is an Affiliate of the
         Company solely because the Company owns an Equity Interest in, or
         controls, such Person;

              (8)  sales or issuances of Equity Interests (other than
         Disqualified Stock) to Affiliates of the Company;

              (9)  Restricted Payments and Permitted Investments that are
         permitted by the provisions of Section 4.07 hereof;

              (10) payments by the Company or any of its Restricted Subsidiaries
         to Goldman, Sachs & Co. or any of its affiliates in connection with any
         financial advisory, financing, underwriting or placement services or
         any other investment banking, banking or similar services, which
         payments are approved by a majority of the Board of Directors in good
         faith;

              (11) sales of inventory or services to Goldman, Sachs & Co. or any
         of its affiliates in the ordinary course of business;

              (12) transactions pursuant to the Stockholder Agreement as in
         effect on the date of this Indenture as the same may be amended from
         time to time in any manner not materially less favorable to the Holders
         of the Notes; and

              (13) transactions pursuant to any agreement in effect on the date
         of this Indenture as the same may be amended from time to time in any
         manner not materially less favorable to the Holders of the Notes.

Section 4.12  Liens.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any consensual Lien of any kind securing Indebtedness or trade
payables (other than Permitted Liens) upon any of their property or assets, now

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owned or hereafter acquired, unless all payments due under this Indenture and
the Notes are secured on an equal and ratable basis with the obligations so
secured until such time as such obligations are no longer secured by a Lien.

Section 4.13 Business Activities.

     The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole.

Section 4.14 Corporate Existence.

     Except for transactions in compliance with Article 5 hereof, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect:

             (1) its corporate existence, and the corporate, partnership or
     other existence of each of its Subsidiaries, in accordance with the
     respective organizational documents (as the same may be amended from time
     to time) of the Company or any such Subsidiary; and

             (2) the rights (charter and statutory), licenses and franchises of
     the Company and its Subsidiaries; provided, however, that the Company shall
     not be required to preserve any such right, license or franchise, or the
     corporate, partnership or other existence of any of its 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 would not
     reasonably be expected to have a material adverse effect on the ability of
     the Company to perform its obligations hereunder; and provided, further,
     however, that the foregoing shall not prohibit a sale, transfer or
     conveyance of a Restricted Subsidiary or any of its assets in compliance
     with the terms of this Indenture.

Section 4.15 Offer to Repurchase Upon Change of Control.

     (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes in
cash at a purchase price equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest and Special Interest , if any, on the Notes
repurchased to the date of purchase (the "Change of Control Payment"). Within
thirty days following any Change of Control, or at the Company's option, prior
to such Change of Control but after the public announcement thereof, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and stating:

             (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered shall be accepted for payment;

             (2) the purchase price and the purchase date, which 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");

             (3) that any Note not tendered shall continue to accrue interest;

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             (4) that, unless the Company defaults in the payment of the Change
     of Control Payment, all Notes accepted for payment pursuant to the Change
     of Control Offer shall cease to accrue interest after the Change of Control
     Payment Date;

             (5) that Holders electing to have any Notes purchased pursuant to a
     Change of Control Offer shall be required to surrender the Notes, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Notes completed, to the Paying Agent at the address specified in the notice
     prior to the close of business on the third Business Day preceding the
     Change of Control Payment Date;

             (6) that Holders shall be entitled to withdraw their election if
     the Paying Agent receives, not later than the close of business on the
     second Business Day preceding the Change of Control Payment Date, a
     telegram, telex, facsimile transmission or letter setting forth the name of
     the Holder, the certificate number of the Note in respect of which such
     notice of withdrawal is being submitted, the principal amount of Notes
     delivered for purchase by the Holder as to which such notice of withdrawal
     is being submitted, and a statement that such Holder is withdrawing his
     election to have the Notes purchased; and

             (7) that Holders whose Notes are being purchased only in part shall
     be issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to $1,000 in
     principal amount or an integral multiple thereof.

     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 those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change of
Control provisions of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 3.09, this Section 4.15 and all other
provisions of this Indenture applicable to a Change of Control Offer made by the
Company by virtue of such conflict.

     (b) On the Change of Control Payment Date, the Company shall, to the extent
lawful:

             (1) accept for payment all Notes or portions thereof properly
     tendered pursuant to the Change of Control Offer;

             (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions of Notes properly
     tendered; and

             (3) deliver or cause to be delivered to the Trustee the Notes so
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of Notes or portions of Notes being purchased by the
     Company.

     The Paying Agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
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 new Note shall be in a
principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

     Prior to complying with any of the provisions of this Section 4.15, but in
any event within 90 days following a Change of Control, the Company will either
repay all outstanding Senior Debt or obtain

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the requisite consents, if any, under all agreements governing outstanding
Senior Debt to permit the repurchase of Notes required by this Section 4.15.

     Notwithstanding anything to the contrary in this Section 4.15, the Company
shall not be obligated to repurchase Notes pursuant to a Change of Control Offer
in the event it has exercised its right to redeem all of the Notes pursuant to
this Indenture on or prior to the date on which the Change of Control Offer is
required to be consummated. In addition, the Company shall not be required to
make a Change of Control Offer upon a Change of Control if a third party makes
the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.15 and Section 3.09
hereof and all other provisions of this Indenture applicable to a Change of
Control Offer made by the Company and purchases all Notes validly tendered and
not withdrawn under the Change of Control Offer.

Section 4.16 No Senior Subordinated Debt.

     The Company shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to the Senior Debt of such Guarantor and senior in any respect
in right of payment to such Guarantor's Subsidiary Guarantee.

Section 4.17 Additional Subsidiary Guarantees.

If the Company or any of its Subsidiaries acquires or creates another Domestic
Restricted Subsidiary after the date of this Indenture or if any Restricted
Subsidiary of the Company becomes a Domestic Restricted Subsidiary after the
date of this Indenture, then any such Domestic Restricted Subsidiary shall
become a Guarantor and execute a supplemental indenture and deliver an Opinion
of Counsel satisfactory to the Trustee within 10 Business Days of the date on
which it was acquired or created, or the date on which it became a Domestic
Restricted Subsidiary; provided that this Section 4.17 does not apply to 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. The form of such Subsidiary Guarantee is attached as
Exhibit E hereto.

Section 4.18 Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary properly designated will be deemed to
be an Investment made as of the time of the designation and shall reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 or Permitted Investments, or both as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be an Restricted Subsidiary if that redesignation would not cause
a Default.

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                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

     The Company may not, directly or indirectly, consolidate or merge with or
into another Person (whether or not the Company is the surviving corporation),
or sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person;
unless:

          (1) either:

               (a) the Company is the surviving corporation; or

               (b) 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 has been made is either (i) a
     corporation organized or existing under the laws of the United States, any
     state of the United States or the District of Columbia or (ii) is a
     partnership or limited liability company organized or existing under the
     laws of the United States, any state thereof or the District of Columbia
     that has at least one Restricted Subsidiary that is a corporation organized
     or existing under the laws of the United States, any state thereof or the
     District of Columbia which corporation becomes a co-issuer of the Notes
     pursuant to a supplemental indenture duly and validly executed by the
     Trustee;

          (2) 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 has been made assumes all the
     obligations of the Company under the Notes, this Indenture and the
     Registration Rights Agreement pursuant to agreements, including a
     supplemental indenture, reasonably satisfactory to the Trustee;

          (3) except in the case of a merger or consolidation of the Company
     with or into a Guarantor, immediately after such transaction, no Default or
     Event of Default exists; and

          (4) except in the case of a merger or consolidation of the Company
     with or into a Guarantor, either:

               (A) 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
     shall, on the date of such transaction after giving pro forma effect
     thereto and any related financing transactions as if the same 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

               (B) on the date of such transaction after giving pro forma effect
     thereto and any related financing transactions, as if the same had occurred
     at the beginning of the applicable four-quarter period, the pro forma Fixed
     Charge Coverage Ratio of the Company shall exceed the actual Fixed Charge
     Coverage Ratio of the Company as of such date.

     Notwithstanding the foregoing clauses (3) and (4):

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             (1) any Restricted Subsidiary may consolidate with, merge into or
     transfer all or part of its properties and assets to the Company or to any
     other Restricted Subsidiary of the Company; and

             (2) the Company may merge with an Affiliate incorporated in the
     United States solely for the purpose of reincorporating the Company in
     another jurisdiction,

     No violation of this Section 5.01 will be deemed to have occurred, as long
as the requirements of clauses (1) and (2) in the preceding paragraph are
satisfied.

     In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries.

Section 5.02 Successor Corporation Substituted.

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

Section 5.03 Officers' Certificate; Opinion of Counsel to the Trustee

     When the Trustee enters into a supplemental indenture pursuant to Section
5.01(2), the Trustee shall receive (i) an Officer's Certificate that the merger,
consolidation, sale, lease or transfer, and any such assumption of obligations
described in this Article 5, complies with the applicable provisions of this
Indenture and (ii) an Opinion of Counsel that the supplemental indenture will
constitute the legally valid and binding obligation of such successor Person,
enforceable against such Person in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or
affecting creditors' rights and by general principles of equity.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     Each of the following is an "Event of Default":

             (1) the Company defaults for 30 days in the payment when due of
     interest on, or Special Interest with respect to, the Notes whether or not
     prohibited by the subordination provisions of this Indenture;

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          (2) the Company defaults in the payment when due (at maturity, upon
     redemption or otherwise) of the principal of, or premium, if any, on the
     Notes, whether or not prohibited by the subordination provisions of this
     Indenture;

          (3) the Company fails to observe or perform any covenant in this
     Indenture or the Notes for 60 days after written notice to the Company by
     the Trustee or to the Company and the Trustee by the Holders of at least
     25% in aggregate principal amount of the Notes then outstanding voting as a
     single class;

          (4) a default occurs under any mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (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 date of this Indenture, if that default:

               (a) is caused by a failure to pay principal under any such
     instrument at maturity, and such unpaid portion exceeds $10.0 million
     individually or $10.0 million in the aggregate and is not paid, or such
     default is not cured or waived, within any grace period applicable thereto,
     unless such Indebtedness is discharged within 20 days of the Company or a
     Restricted Subsidiary becoming aware of such default (a "Payment Default");
     or

               (b) results in the acceleration of such Indebtedness prior to its
     express maturity, and 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;

          (5) a final judgment or final judgments for the payment of money are
     entered by a court or courts of competent jurisdiction against the Company
     or any of its Restricted Subsidiaries, which judgment or judgments are not
     paid, discharged or stayed for a period of 60 days; provided that the
     aggregate of all such undischarged judgments exceeds $10.0 million; and

          (6) the Company or any of its Restricted Subsidiaries that are
     Significant Subsidiaries under Bankruptcy law:

               (A) commences a voluntary case,

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

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

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

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

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

               (A) is for relief against the Company or any of its Restricted
     Subsidiaries that are Significant Subsidiaries in an involuntary case;

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               (B) appoints a custodian of the Company or any of its Restricted
          Subsidiaries that are Significant Subsidiaries or for all or
          substantially all of the property of the Company or any of its
          Restricted Subsidiaries that are Significant Subsidiaries;

               (C) orders the liquidation of the Company or any of its
          Restricted Subsidiaries that are Significant Subsidiaries;

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

          (8)  except as permitted by this Indenture, any Subsidiary
          Guarantee of a Significant Subsidiary is 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 that is a
          Significant Subsidiary, or any Person acting on behalf of any
          Guarantor that is a Significant Subsidiary, shall deny or disaffirm
          its obligations under its Subsidiary Guarantee.

Section 6.02   Acceleration.

     In the case of an Event of Default specified in clause (6) or (7) of
Section 6.01 hereof, with respect to the Company or any of its Restricted
Subsidiaries that are Significant Subsidiaries, or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes shall become due and payable immediately without further
action or notice. If any other Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.

     Upon any such declaration, the Notes shall become due and payable
immediately. 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 that has become due solely
because of the acceleration) 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 and Special
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

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

Section 6.04   Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount 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 Special Interest, if any, or interest
on, the Notes; provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may

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<PAGE>

rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

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 involve the Trustee in
personal liability.

Section 6.06   Limitation on Suits.

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

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

          (2) 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;

          (3) 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;

          (4) 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

          (5) 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 Special Interest,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note, 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(1) or (2) 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 Special Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09   Trustee May File Proofs of Claim.

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

Section 6.10   Priorities.

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

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

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and Special Interest, 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 Special Interest, if
     any and interest, respectively; and

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

     The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10.

Section 6.11   Undertaking for Costs.

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

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     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 person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

          (1) 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

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

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

          (1) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

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

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

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

     (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 has 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.

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

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection 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 discretion,
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 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) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has knowledge thereof or
unless written notice thereof is received by the Trustee at the corporate trust
office of the Trustee, and such notice references the Notes and this Indenture.

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

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

Section 7.03   Individual Rights of Trustee.

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

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     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 it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or Special
Interest, if any, or interest on any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06   Reports by Trustee to Holders of the Notes.

     (a) Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA (S) 313(a) (but if no event described in
TIA (S) 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA (S)
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA (S) 313(c).

     (b) A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed by the Trustee to the Company and filed by the Trustee
with the SEC and each stock exchange on which the Notes are listed in accordance
with TIA (S)313(d). The Company shall promptly notify the Trustee when the
Notes are listed on any stock exchange.

Section 7.07   Compensation and Indemnity.

     (a) The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
parties shall agree from time to time. 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, except any such expense, disbursement or advances
as may arise from its gross negligence, willful misconduct or bad faith. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel. The Trustee shall provide the Company
reasonable notice of any expenditure not in the ordinary course of business so
long as there is no default by the Company or Event of Default under this
Indenture.

     (b) The Company and the Guarantor shall indemnify the Trustee against any
and all losses, liabilities or expenses, including taxes (other than taxes based
upon the income of the Trustee), incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company
and the Guarantors (including this Section 7.07) and defending itself against
any claim (whether asserted by the Company, the Guarantors 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

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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 or
any of the Guarantors of their obligations hereunder. The Company or such
Guarantor shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. Neither the Company nor any Guarantor need
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

     (c) The obligations of the Company and the Guarantors under this Section
7.07 shall survive the satisfaction and discharge of this Indenture and the
removal or resignation of the Trustee.

     (d) To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture and the removal or resignation of the Trustee.

     (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

Section 7.08   Replacement of Trustee.

     (a) A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

     (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount 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:

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

          (2) 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;

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

          (4) the Trustee becomes incapable of acting.

     (c) 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.

     (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, at the expense of
the Company, the Company, or the Holders 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.

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

     (f) 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. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09   Successor Trustee by Merger, etc.

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

Section 7.10   Eligibility; Disqualification.

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

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

Section 7.11   Preferential Collection of Claims Against Company.

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

Section 7.12   Money Held in Trust.

     All moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
mandatory provisions of law. Except for funds or securities deposited with the
Trustee pursuant to Article 8, the Trustee may invest all moneys received by the
Trustee, until used or applied as herein provided, in Cash Equivalents in
accordance with the written directions of the Company. The Trustee shall not be
liable for any losses incurred in connection with any investments made in
accordance with this Section 7.12, unless the Trustee acted with gross
negligence or in bad faith. With respect to any losses on investments made under
this Section 7.12, the Company is liable for the full extent of any such loss.

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                                   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,
including the Subsidiary Guarantees, 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 each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Subsidiary Guarantees), 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 clauses (1) and (2) below,
and to have satisfied all their other obligations under such Notes, the
Subsidiary Guarantees 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:

          (1) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium and Special Interest,
     if any, on such Notes when such payments are due from the trust referred to
     in Section 8.04 hereof;

          (2) the Company's obligations with respect to such Notes under Article
     2 and Section 4.02 hereof;

          (3) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's and the Guarantors' obligations in connection
     therewith; and

          (4) this Article 8.

     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03   Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18
hereof and clause (4) of Section 5.01 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof 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

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outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Notes and Subsidiary Guarantees, the
Company and the Guarantors 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
and Subsidiary Guarantees 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(3) through 6.01(5) hereof shall not
constitute Events of Default.

Section 8.04   Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

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

          (2) in the case of an election under Section 8.02 hereof, the Company
     has delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that:

               (A) the Company has received from, or there has been published
          by, the Internal Revenue Service a ruling; or

               (B) since the date of this Indenture, there has been a change in
          the applicable federal income tax law,

     In either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes shall not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and shall 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;

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

          (4) no Default or Event of Default has occurred and is 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);

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<PAGE>

          (5) 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 any other
     creditors of the Company or others; and

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

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

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

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

     Notwithstanding anything in this Article 8 to the contrary, 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(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06   Repayment to Company.

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

Section 8.07   Reinstatement.

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     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 and the Guarantor's obligations under this
Indenture and the Notes and the Subsidiary Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium or Special Interest, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money 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 Subsidiary
Guarantees or the Notes without the consent of any Holder of a Note:

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

          (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes or to alter the provisions of Article 2 hereof
     (including the related definitions) in a manner that does not materially
     adversely affect any Holder;

          (3) to provide for the assumption of the Company's or a Guarantor's
     obligations to the Holders of the Notes by a successor to the Company
     pursuant to Article 5 or Article 11 hereof;

          (4) to make any change that would provide any additional rights or
     benefits to the Holders of the Notes, including adding a Guarantor, or that
     does not adversely affect the legal rights hereunder of any Holder of the
     Note;

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

          (6) to provide for the issuance of Additional Notes in accordance with
     the limitations set forth in this Indenture as of the date hereof; or

          (7) to allow any Guarantor to execute a supplemental indenture and/or
     a Subsidiary Guarantee with respect to the Notes.

     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 and the Guarantors 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.

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Section 9.02      With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, 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 or Special Interest, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 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.

     It is not 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 is sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes 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):

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

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter or waive any of the provisions with respect to the redemption of
     the Notes, except as provided above with respect to Sections 3.09, 4.10 and
     4.15 hereof;

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

          (4) waive a Default or Event of Default in the payment of principal of
     or premium or Special Interest, if any, or interest on the Notes (except a
     rescission of acceleration of the Notes

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     by the Holders of at least a majority in aggregate principal amount of the
     then outstanding Notes and a waiver of the payment default that resulted
     from such acceleration);

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

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

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

          (8) waive a redemption payment with respect to any Note, except as
     provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;

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

Section 9.03   Compliance with Trust Indenture Act.

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

Section 9.04   Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's 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 the 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
13.04 hereof, an Officers' Certificate and an Opinion of Counsel stating

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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 Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 10.02  Liquidation; Dissolution; Bankruptcy.

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

               (1)  holders of Senior Debt shall be entitled to receive payment
          in full of all Obligations due in respect of such Senior Debt
          (including interest after the commencement of any bankruptcy
          proceeding at the rate specified in the applicable Senior Debt) before
          the Holders of Notes shall be entitled to receive any payment with
          respect to the Notes (except that Holders of Notes may receive and
          retain Permitted Junior Securities and payments made from any
          defeasance trust created pursuant to Section 8.01 hereof); and

               (2)  until all Obligations with respect to Senior Debt (as
          provided in clause (1) above) are paid in full, any distribution to
          which Holders would be entitled but for this Article 10 shall be made
          to holders of Senior Debt (except that Holders of Notes may receive
          and retain Permitted Junior Securities and payments made from any
          defeasance trust created pursuant to Section 8.01 hereof), as their
          interests may appear.

Section 10.03  Default on Designated Senior Debt.

          (a)  The Company may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than Permitted Junior Securities and payments made from any defeasance
trust created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:

               (1)  payment default on Designated Senior Debt occurs and is
          continuing beyond any applicable grace period in the agreement,
          indenture or other document governing such Designated Senior Debt; or

               (2)  any other default occurs and is continuing on any series of
          Designated Senior Debt that permits holders of that series of
          Designated Senior Debt to accelerate its maturity and the Trustee
          receives a notice of such default (a "Payment Blockage Notice") from
          the Company of the holders of any Designated Senior Debt. If the
          Trustee receives any such Payment Blockage Notice, no subsequent
          Payment Blockage Notice shall be effective for purposes of this
          Section

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          unless and until (A) at least 360 days have elapsed since the
          effectiveness of the immediately prior Payment Blockage Notice and (B)
          all scheduled payments of principal, premium and Special Interest, if
          any, and interest on the Notes that have come due have been paid in
          full in cash.

          No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has have
been waived for a period of not less than 180 days.

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

               (1)  in the case of a payment default, upon the date upon which
          such default is cured or waived, or

               (2)  in the case of a nonpayment default, upon 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 the maturity of any Designated Senior Debt has been
          accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04  Acceleration of Notes.

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

Section 10.05  When Distribution Must Be Paid Over.

          In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Notes (other than Permitted Junior
Securities and payments made from any defeasance trust created pursuant to
Section 8.01 hereof) at a time when the Trustee or such Holder, as applicable,
has actual knowledge that such payment is prohibited by Section 10.03 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 Debt as their interests may appear or their
Representative under the agreement, indenture or other document (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
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.

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Section 10.06  Notice by Company.

          The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

          The Trustee shall be entitled to conclusively rely on a written notice
provided by a Person representing himself to be a holder of Senior Debt or a
Representative to establish that such notice has been given by a holder of
Senior Debt or a Representative. In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
person as a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article 10, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt held by such person, the extent to which such person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment which it may be required to make for the
benefit of such Person pursuant to the terms of this Indenture pending judicial
determination as to the rights of such Person to receive such payment.

Section 10.07  Subrogation.

          After all Senior Debt is paid in full 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 Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt 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 10.08  Relative Rights.

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

               (1)  impair, as between the Company and Holders of Notes, the
          obligation of the Company, which is absolute and unconditional, to pay
          principal of, premium and interest and Special Interest, 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 Debt; 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 Debt to receive
          distributions and payments otherwise payable to Holders of Notes.

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

Section 10.09  Subordination May Not Be Impaired by Company.

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

Section 10.10  Distribution or Notice to Representative.

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

          Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders 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 Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11  Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has 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.

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

Section 10.12  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 Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13  Amendments.

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

                                  ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01     Guarantee.

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          (a)  Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that:

               (1)  the principal of, premium and Special Interest, if any, and
          interest 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 on the Notes, if any, if lawful,
          and all other obligations of the Company to the Holders or the Trustee
          hereunder or thereunder will be promptly paid in full or performed,
          all in accordance with the terms hereof and thereof; and

               (2)  in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that 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, the Guarantors shall be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

          (b)  The Guarantors hereby agree that their obligations hereunder are
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 a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

          (c)  If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

          (d)  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 the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

Section 11.02     Subordination of Subsidiary Guarantee.

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          The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 will be junior and subordinated to the Senior Debt
of such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders shall have the right to receive and/or retain payments
by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article
10 hereof.

Section 11.03  Limitation on Guarantor Liability.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor 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 law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04  Execution and Delivery of Subsidiary Guarantee.

          To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto shall be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture shall be executed on behalf of such Guarantor by
one of its Officers.

          Each Guarantor hereby agrees that its Subsidiary Guarantee set forth
in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

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

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

          In the event that the Company creates or acquires any Domestic
Subsidiary after the date of this Indenture, if required by Section 4.17 hereof,
the Company shall cause such Domestic Subsidiary to comply with the provisions
of Section 4.17 hereof and this Article 11, to the extent applicable.

Section 11.05  Guarantors May Consolidate, etc., on Certain Terms.

          Except as otherwise provided in Section 11.06, no Guarantor may sell
or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

               (1)  immediately after giving effect to such transaction, no
          Default or Event of Default exists; and

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               (2)  either:

                        (a)  subject to Section 11.06 hereof, the Person
          acquiring the property in any such sale or disposition or the Person
          formed by or surviving any such consolidation or merger
          unconditionally assumes all the obligations of that Guarantor,
          pursuant to a supplemental indenture in form and substance reasonably
          satisfactory to the Trustee, under the Notes, this Indenture, the
          Registration Rights Agreement and the Subsidiary Guarantee on the
          terms set forth herein or therein; or

                        (b)  the Net Proceeds of such sale or other disposition
          are applied in accordance with the applicable provisions of this
          Indenture, including without limitation, Section 4.10 hereof.

          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 to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, and the delivery of an Opinion of Counsel to the
Trustee that the supplemental indenture constitutes the legally valid and
binding obligation of such successor Person, enforceable against such person in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, or other laws relating to or affecting creditors' rights and by
general principles of equity, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

          Notwithstanding the foregoing, a Guarantor may consolidate or merge
with or into another Guarantor or into the Company, and the Company may
consolidate or merge with or into a Guarantor.

Section 11.06  Releases Following Sale of Assets.

          In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Subsidiary of the Company or if the Company
designates any Restricted Subsidiary that is a Guarantor as an Unrestricted
Subsidiary in accordance with Section 4.18, 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 designation 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 its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Subsidiary Guarantee.

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     Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when:

               (1) either:

                      (a) all Notes that have been authenticated (except lost,
     stolen or destroyed Notes that have been replaced or paid and Notes for
     whose payment money has theretofore been deposited in trust and thereafter
     repaid to the Company) have been delivered to the Trustee for cancellation;
     or

                      (b) all Notes that have not been delivered to the Trustee
     for cancellation have become due and payable by reason of the mailing of a
     notice of redemption or otherwise or will become due and payable within one
     year and the Company or any Guarantor has irrevocably deposited or caused
     to be deposited with the Trustee as trust funds in trust solely for the
     benefit of the Holders, cash in U.S. dollars, non-callable Government
     Securities, or a combination thereof, in such amounts as will be sufficient
     without consideration of any reinvestment of interest, to pay and discharge
     the entire indebtedness on the Notes not delivered to the Trustee for
     cancellation for principal, premium and Special Interest, if any, and
     accrued interest to the date of maturity or redemption;

               (2) no Default or Event of Default has occurred and is continuing
     on the date of such deposit;

               (3) the Company or any Guarantor has paid or caused to be paid
     all sums payable by it under this Indenture; and

               (4) the Company has delivered irrevocable instructions to the
     Trustee under this Indenture to apply the deposited money toward the
     payment of the Notes at maturity or the redemption date, as the case may
     be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the provisions of Section 12.02 and Section 8.06 shall survive.

Section 12.02  Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company

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acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that (a) if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of 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 or Government Securities held
by the Trustee or Paying Agent and (b) the Trustee or Paying Agent shall return
all such money and Government Securities to the Company promptly after receiving
a request therefore at any time, if such reinstatement of the Company's
obligations has occurred and continues to be in effect.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls.

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

Section 13.02  Notices.

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

     If to the Company and/or any Guarantor:

     IPC Acquisition Corp.
     88 Pine St.
     New York, NY  10005
     Telecopier No.: (212) 825-9060
     Attention:  Chief Financial Officer

     With a copy to:
     Fried, Frank, Harris, Shriver and Jacobson
     One New York Plaza
     New York, NY  10004
     Telecopier No.: (212) 859-4000
     Attention: Valerie Ford Jacob and Steven G. Scheinfeld

     If to the Trustee:
     The Bank of New York
     101 Barclay Street, Floor 21 West

                                       85

<PAGE>

     New York, NY 10286
     Telecopier No.: (212) 896-7298
     Attention: Corporate Trust Administration

     The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

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

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

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

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

Section 13.03  Communication by Holders of Notes with Other Holders of Notes.

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

Section 13.04  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:

               (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 13.05 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

               (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 13.05 hereof; except that in the case of any such application or
     request as to which the furnishing of such documents, certificates and/or
     opinions is specifically required by any provision of this Indenture
     relating to such particular request, no additional certificates or opinions
     shall be required) stating that, in the opinion of such counsel, all such
     conditions precedent and covenants have been satisfied.

Section 13.05  Statements Required in Certificate or Opinion.

                                       86

<PAGE>

     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 (S) 314(a)(4)) must comply with the provisions of TIA (S) 314(e)
and must include:

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

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

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

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

Section 13.06  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 13.07  No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future 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 the Guarantors under the Notes, this
Indenture the Subsidiary Guarantees 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. The waiver may not be
effective to waive liabilities under the federal securities laws.

Section 13.08  Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES 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 13.09  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 13.10  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. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.06.

                                       87

<PAGE>

Section 13.11   Severability.

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

Section 13.12   Counterpart Originals.

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

Section 13.13   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.

Section 13.14   Waiver of Jury Trial

     Each of the Company, the Guarantors and the Trustee hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this
Indenture, the Notes or the transactions contemplated hereby.

                         [Signatures on following page]

                                       88

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed by their respective officers thereunto duly authorized as of the date
first written above.

                                      IPC Acquisition Corp.


                                      By: /s/ Timothy Whelan
                                          --------------------------------------
                                          Name:  Timothy Whelan
                                          Title: Chief Financial Officer

                                      Each Guarantor Listed On Schedule I Hereto


                                      By: /s/ Timothy Whelan
                                          --------------------------------------
                                          Name:  Timothy Whelan
                                          Title: Treasurer

                                      The Bank of New York


                                      By: /s/ Michael C. Daly
                                          --------------------------------------
                                          Name:  Michael C. Daly
                                          Title: Assistant Vice President

                                       89

<PAGE>

                                   Schedule I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the date of the Indenture:

         IPC Information Systems, Inc.

         IPC Funding Corp.

         V Band Corp

         IPC Information Systems Far East, Inc.

                                      I-1

<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                          CUSIP/CINS 46261Q AA 7

                    11.50% Senior Subordinated Notes due 2009

No. ___                                                            $____________

                              IPC Acquisition Corp.

promises to pay to CEDE & CO.
                   ----------

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on December 15, 2009.

Interest Payment Dates:  June 15 and December 15

Record Dates:  June 1 and December 1

Dated:  December 20, 2001

                                           IPC Acquisition Corp.


                                           By: _________________________________
                                               Name:
                                               Title:


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

The Bank of New York,
  as Trustee

By: _____________________________________________
                Authorized Signatory

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

                                      A1-1

<PAGE>

                                 [Back of Note]
                    11.50% Senior Subordinated Notes due 2009

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

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

          (1) Interest. IPC Acquisition Corp., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 11.50% per annum from December 20, 2001 until maturity and shall pay the
     Special Interest, if any, payable pursuant to Section 2(d) of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Special Interest, if any, semi-annually in arrears on June 15
     and December 15 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;
     provided, further, that the first Interest Payment Date shall be June 15,
     2002. The Company shall pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue principal and premium,
     if any, from time to time on demand at a rate that is 1% per annum in
     excess of the rate then in effect; it shall pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Special Interest, if any, (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 shall pay interest on the Notes
     (except defaulted interest) and Special Interest, if any, to the Persons
     who are registered Holders of Notes at the close of business on the June 1
     or December 1 next preceding the Interest Payment Date, even if such Notes
     are canceled after such record date and on or before such Interest Payment
     Date, except as provided in Section 2.12 of the Indenture with respect to
     defaulted interest. The Notes will be payable as to principal, premium and
     Special Interest, if any, and interest at the office or agency of the
     Company maintained for such purpose within or without the City and State of
     New York, or, at the option of the Company, payment of interest and Special
     Interest, if any, may be made by check mailed to the Holders at their
     addresses set forth in the register of Holders; provided that payment by
     wire transfer of immediately available funds will be required with respect
     to principal of and interest, premium and Special Interest, if any, on, all
     Global Notes and all other Notes the Holders of which shall have provided
     wire transfer instructions to the Company or the Paying Agent. Such payment
     shall be in such coin or currency of the United States of America as at the
     time of payment is legal tender for payment of public and private debts.

          (3) Paying Agent and Registrar. Initially, The Bank of New York, 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.

                                      A1-2

<PAGE>

          (4) Indenture. The Company issued the Notes under an Indenture dated
     as of December 20, 2001 (the "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 ss.ss. 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 unsecured obligations of the Company. The Company shall be
     entitled to issue Additional Notes pursuant to Section 2.13 of the
     Indenture.

          (5) Optional Redemption.

     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to December 15,
2005. Thereafter, the Company may redeem, at any time or from time to time, all
or part of the Notes, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Special Interest,
if any, on the Notes redeemed, to the applicable redemption date, if redeemed
during the twelve-month period beginning on December 15 of the years indicated
below:

    Year                                                Percentage
    ----                                                ----------
    2005.............................................    105.750%
    2006.............................................    103.833%
    2007.............................................    101.917%
    2008 and thereafter..............................    100.000%

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to December 15, 2004, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes (which
includes Additional Notes) issued under the Indenture with the net proceeds of
one or more Equity Offerings at a redemption price equal to 111.500% of the
principal amount thereof, plus accrued and unpaid interest and Special Interest,
if any; provided that at least 65% in aggregate principal amount of the Notes
issued under the Indenture remains outstanding immediately after the occurrence
of such redemption and that such redemption (excluding Notes held by the Company
and its Subsidiaries) occurs within 60 days of the date of the closing of such
Equity Offering.

          (6) Mandatory Redemption.

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

          (7) Repurchase at Option of Holder.

                (a) If there is a Change of Control, the Company shall be
     required to make an offer (a "Change of Control Offer") to repurchase all
     or any part (equal to $1,000 or an integral multiple thereof) of each
     Holder's Notes at a purchase price equal to 101% of the aggregate principal
     amount thereof plus accrued and unpaid interest and Special Interest
     thereon, if any, to the date of purchase (the "Change of Control Payment").
     Within 30 days following any Change of Control, or at the Company's option,
     prior to such Change of Control but after the public announcement thereof,
     the Company shall mail a notice to each Holder setting forth the procedures
     governing the Change of Control Offer as required by the Indenture.

                                      A1-3

<PAGE>

                (b) When the aggregate amount of Excess Proceeds exceeds $15
     million, within 30 days thereof, the Company shall make an offer to all
     Holders of Notes and all holders of other Indebtedness that is pari passu
     with the Notes containing provisions similar to those set forth in the
     Indenture with respect to offers to purchase or redeem with the proceeds of
     sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the
     Indenture to purchase the maximum principal amount of Notes and other pari
     passu Indebtedness 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 Special Interest thereon, if
     any, to the date fixed for the closing of such offer, in accordance with
     the procedures set forth in the Indenture. To the extent that the aggregate
     amount of Notes and other pari passu Indebtedness tendered pursuant to an
     Asset Sale Offer is less than the Excess Proceeds, the Company (or such
     Subsidiary) may use such deficiency for any purpose not otherwise
     prohibited by the Indenture. If the aggregate principal amount of Notes and
     other pari passu Indebtedness surrendered by holders thereof exceeds the
     amount of Excess Proceeds, the Trustee shall select the Notes and other
     pari passu Indebtedness to be purchased on a pro rata basis. Holders of
     Notes that are the subject of an offer to purchase shall receive an Asset
     Sale Offer from the Company prior to any related purchase date and may
     elect to have such Notes purchased by completing the form entitled "Option
     of Holder to Elect Purchase" on the reverse of the Notes.

          (8) Notice of Redemption. Notice of redemption shall be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 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, the Subsidiary Guarantees 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 Additional Notes, if
     any, voting as a single class, and any existing default or compliance with
     any provision of the Indenture, the Subsidiary Guarantees or the Notes may
     be waived with the consent of the Holders of a majority in principal amount
     of the then outstanding Notes and Additional Notes, if any, voting as a
     single class. Without the consent of any Holder of a Note, the Indenture,
     the Subsidiary Guarantees 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, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that

                                      A1-4

<PAGE>

     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 SEC in order to
     effect or maintain the qualification of the Indenture under the Trust
     Indenture Act, to provide for the Issuance of Additional Notes in
     accordance with the limitations set forth in the Indenture, or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Subsidiary Guarantee with respect to the Notes.

          (12) Defaults and Remedies. Events of Default include: (i) default for
     30 days in the payment when due of interest or Special Interest on the
     Notes; (ii) default in payment when due of principal of or premium, if any,
     on the Notes when the same becomes due and payable to maturity, upon
     redemption (including in connection with an offer to purchase) or
     otherwise; (iii) failure by the Company for 60 days after written notice to
     the Company by the Trustee or to the Company and Trustee by the Holders of
     at least 25% in principal amount of the Notes then outstanding voting as a
     single class to comply with any covenants in the Indenture or the Notes;
     (iv) default under certain other agreements relating to Indebtedness of the
     Company or any of its Restricted Subsidiaries, which default is caused by
     failure to pay principal under such instrument at maturity, and such unpaid
     portion exceeds $10.0 million in individually or in the aggregate, and is
     not paid, cured or waved within any applicable grace period, unless such
     Indebtedness is discharged within 20 days of awareness by the Company or
     Restricted Subsidiary of such default (a "Payment Default"), or which
     default results in acceleration of such Indebtedness prior to its express
     maturity, and the principal amount of such Indebtedness, together with the
     principal amount of any other such Indebtedness under which there has been
     a Payment Default or the maturity of which has so been accelerated,
     aggregates $10.0 million or more; (v) certain final judgments for the
     payment of money that remain undischarged for a period of 60 days, provided
     that the aggregate of all such undischarged judgments exceeds $10.0
     million; (vi) certain events of bankruptcy or insolvency with respect to
     the Company or any of its Restricted Subsidiaries that are Significant
     Subsidiaries as specified in clauses (6) and (7) of Secion 6.01 of the
     Indenture; and (vii) except as permitted by the Indenture, any Subsidiary
     Guarantee of a Significant Subsidiary 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 that is a Significant
     Subsidiary or any Person acting on its behalf that is a Significant
     Subsidiary, shall deny or disaffirm its obligations under such Guarantor's
     Subsidiary Guarantee.

          In the case of an Event of Default specified in clause (6) or (7) of
     Section 6.01 hereof, with respect to the Company or any of its Restricted
     Subsidiaries that are Significant Subsidiaries, or any group of Restricted
     Subsidiaries that, taken together, would constitute a Significant
     Subsidiary, all outstanding Notes will become due and payable immediately
     without further action or notice. If any other Event of Default occurs and
     is continuing, the Trustee or the Holders of at least 25% in aggregate
     principal amount of the then outstanding Notes may declare all the Notes to
     be due and payable immediately. Holders may not enforce the Indenture or
     the Notes except as provided in the Indenture. Subject to certain
     limitations, Holders of a majority in principal amount of the then
     outstanding Notes may direct the Trustee in its exercise of any trust or
     power. The Trustee may withhold from Holders of the Notes notice of any
     continuing Default or Event of Default (except a Default or Event of
     Default relating to the payment of principal or interest) if it determines
     that withholding notice is in their interest. The Holders of a majority in
     aggregate principal amount of the Notes then outstanding by notice to the
     Trustee may on behalf of the Holders of all of the Notes waive any existing
     Default or Event of Default and its consequences under the Indenture except
     a continuing Default or Event of Default in the payment of interest on, or
     the principal of, the Notes. The Company is required to deliver to the
     Trustee annually a statement regarding compliance with the Indenture, and
     the Company is required upon

                                      A1-5

<PAGE>

     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. Payment of principal, interest and premium and
     Special Interest, if any, on the Notes is subordinated to the prior payment
     of Senior Debt on the terms provided in the Indenture.

          (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. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, shall not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
     or for any claim based on, in respect of, or by reason of, such obligations
     or their creation. Each Holder 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
     Exchange and Registration Rights Agreement dated as of December 20, 2001,
     among the Company, the Guarantors and the other parties named on the
     signature pages thereof or, in the case of Additional Notes, Holders of
     Restricted Global Notes and Restricted Definitive Notes shall have the
     rights set forth in one or more registration rights agreements, if any,
     among the Company, the Guarantors and the other parties thereto, relating
     to rights given by the Company and the Guarantors to the purchasers of any
     Additional Notes (collectively, 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.

                                      A1-6

<PAGE>

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

IPC Acquisition Corp.
88 Pine Street
New York, NY  10005
Facsimile: (212) 825-9060
Attention:  Chief Financial Officer

                                      A1-7

<PAGE>

                                                                      EXHIBIT A1

                                 Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)


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


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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


Date:  _______________

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

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-1

<PAGE>

                                                                      EXHIBIT A1

                       Option of Holder to Elect Purchase

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

                     --Section 4.10      --Section 4.15

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

                               $__________________

Date:  _______________

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

                                    Tax Identification No.: ____________________

Signature Guarantee*:  _________________________

*       Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A1-1

<PAGE>

                                                                      EXHIBIT A1

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

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

                                      A1-1

<PAGE>

                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
________________________________________________________________________________


                                                          CUSIP/CINS U4608M AA 4

                    ____% Senior Subordinated Notes due 2009

No. ___                                                              $__________

                              IPC Acquisition Corp.

promises to pay to CEDE & CO.
                   ----------

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on December 15, 2009.

Interest Payment Dates:  June 15 and December 15

Record Dates:  June 1 and December 1

Dated:  December 20, 2001

                                        IPC Acquisition Corp.


                                        By: ____________________________________
                                            Name:
                                            Title:



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

The Bank of New York,
  as Trustee

By: _______________________________________
            Authorized Signatory

________________________________________________________________________________

                                      A2-1

<PAGE>

                  [Back of Regulation S Temporary Global Note]
                    11.50% Senior Subordinated Notes due 2009

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.

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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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 COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS 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 INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN

                                      A2-2

<PAGE>

ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES.

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

          (1) Interest. IPC Acquisition Corp., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 11.50% per annum from December 20, 2001 until maturity and shall pay the
     Special Interest, if any, payable pursuant to Section 2(d) of the
     Registration Rights Agreement referred to below. The Company shall pay
     interest and Special Interest, if any, semi-annually in arrears on June 15
     and December 15 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;
     provided, further, that the first Interest Payment Date shall be June 15,
     2002. The Company shall pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue principal and premium,
     if any, from time to time on demand at a rate that is 1% per annum in
     excess of the rate then in effect; it shall pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Special Interest, if any, (without
     regard to any applicable grace periods) from time to time on demand at the
     same rate to the extent lawful. Interest shall be computed on the basis of
     a 360-day year of twelve 30-day months.

          (2) Method of Payment. The Company shall pay interest on the Notes
     (except defaulted interest) and Special Interest, if any, to the Persons
     who are registered Holders of Notes at the close of business on the June 1
     or December 1 next preceding the Interest Payment Date, even if such Notes
     are canceled after such record date and on or before such Interest Payment
     Date, except as provided in Section 2.12 of the Indenture with respect to
     defaulted interest. The Notes will be payable as to principal, premium and
     Special Interest, if any, and interest at the office or agency of the
     Company maintained for such purpose within or without the City and State of
     New York, or, at the option of the Company, payment of interest and Special
     Interest, if any, may be made by check mailed to the Holders at their
     addresses set forth in the register of Holders; provided that payment by
     wire transfer of immediately available funds shall be required with respect
     to principal of and interest, premium and Special Interest, if any, on, all
     Global Notes and all other Notes the Holders of which shall have provided
     wire transfer instructions to the Company or the Paying Agent. Such payment
     shall be in such coin or currency of the United States of America as at the
     time of payment is legal tender for payment of public and private debts.

          (3) Paying Agent and Registrar. Initially, The Bank of New York, 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 December 20, 2001 (the "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 ss.ss. 77aaa-77bbbb). The
     Notes are subject to all such terms, and Holders are referred to the
     Indenture and such Act for a

                                      A2-3

<PAGE>

     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 unsecured
     obligations of the Company. The Company shall be entitled to issue
     Additional Notes pursuant to Section 2.13 of the Indenture.

          (5) Optional Redemption.

     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to December 15,
2005. Thereafter, the Company may redeem, at any time or from time to time, all
or part of the Notes, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Special Interest,
if any, on the Notes redeemed, to the applicable redemption date, if redeemed
during the twelve-month period beginning on December 15 of the years indicated
below:

        Year                                                  Percentage
        ----                                                  ----------
        2005..............................................     105.750%
        2006..............................................     103.833%
        2007..............................................     101.917%
        2008 and thereafter...............................     100.000%

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to December 15, 2004, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under the Indenture with the net proceeds of one or more Equity Offerings at a
redemption price equal to 111.5000% of the principal amount thereof, plus
accrued and unpaid interest and Special Interest, if any; provided that at least
65% in aggregate principal amount of the Notes issued under the Indenture
remains outstanding immediately after the occurrence of such redemption and that
such redemption (excluding Notes held by the Company and its Subsidiaries)
occurs within 60 days of the date of the closing of such Equity Offering.

          (6) Mandatory Redemption.

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

          (7) Repurchase at Option of Holder.

                (a) If there is a Change of Control, the Company shall be
     required to make an offer (a "Change of Control Offer") to repurchase all
     or any part (equal to $1,000 or an integral multiple thereof) of each
     Holder's Notes at a purchase price equal to 101% of the aggregate principal
     amount thereof plus accrued and unpaid interest and Special Interest
     thereon, if any, to the date of purchase (the "Change of Control Payment").
     Within 30 days following any Change of Control, or at the Company's option,
     prior to such Change of Control but after the public announcement thereof,
     the Company shall mail a notice to each Holder setting forth the procedures
     governing the Change of Control Offer as required by the Indenture.

                (b) When the aggregate amount of Excess Proceeds exceeds $15
     million, within 30 days thereof, the Company shall make an offer to all
     Holders of Notes and all holders of other Indebtedness that is pari passu
     with the Notes containing provisions similar to those set forth in the
     Indenture with respect to offers to purchase or redeem with the proceeds of
     sales of assets (an

                                      A2-4

<PAGE>

     "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase
     the maximum principal amount of Notes and other pari passu Indebtedness
     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 Special Interest thereon, if any, to the date fixed for
     the closing of such offer, in accordance with the procedures set forth in
     the Indenture. To the extent that the aggregate amount of Notes and other
     pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less
     than the Excess Proceeds, the Company (or such Subsidiary) may use such
     deficiency for any purpose not otherwise prohibited by the Indenture. If
     the aggregate principal amount of Notes and other pari passu Indebtedness
     surrendered by holders thereof exceeds the amount of Excess Proceeds, the
     Trustee shall select the Notes and other pari passu Indebtedness to be
     purchased on a pro rata basis. Holders of Notes that are the subject of an
     offer to purchase shall receive an Asset Sale Offer from the Company prior
     to any related purchase date and may elect to have such Notes purchased by
     completing the form entitled "Option of Holder to Elect Purchase" on the
     reverse of the Notes.

          (8) Notice of Redemption. Notice of redemption shall be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 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, the Subsidiary Guarantees 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 Additional Notes, if
     any, voting as a single class, and any existing default or compliance with
     any provision of the Indenture, the Subsidiary Guarantees or the Notes may
     be waived with the consent of the Holders of a majority in principal amount
     of the then outstanding Notes and Additional Notes, if any, voting as a
     single class. Without the consent of any Holder of a Note, the Indenture,
     the Subsidiary Guarantees 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, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that
     would provide any additional rights or benefits to the Holders of the Notes
     or that does not adversely affect the legal rights under the Indenture of
     any such Holder, to comply with the requirements of the SEC in order to
     effect or maintain the qualification of the Indenture under the Trust
     Indenture Act, to provide for the Issuance of Additional Notes in
     accordance with the

                                      A2-5

<PAGE>

     limitations set forth in the Indenture, or to allow any Guarantor to
     execute a supplemental indenture to the Indenture and/or a Subsidiary
     Guarantee with respect to the Notes.

          (12) Defaults and Remedies. Events of Default include: (i) default for
     30 days in the payment when due of interest or Special Interest on the
     Notes; (ii) default in payment when due of principal of or premium, if any,
     on the Notes when the same becomes due and payable to maturity, upon
     redemption (including in connection with an offer to purchase) or
     otherwise; (iii) failure by the Company for 60 days after written notice to
     the Company by the Trustee or to the Company and Trustee by the Holders of
     at least 25% in principal amount of the Notes then outstanding voting as a
     single class to comply with any covenants in the Indenture or the Notes;
     (iv) default under certain other agreements relating to Indebtedness of the
     Company or any of its Restricted Subsidiaries, which default is caused by
     failure to pay principal under such instrument at maturity, and such unpaid
     portion exceeds $10.0 million in individually or in the aggregate, and is
     not paid, cured or waved within any applicable grace period, unless such
     Indebtedness is discharged within 20 days of awareness by the Company or
     Restricted Subsidiary of such default (a "Payment Default"), or which
     default results in acceleration of such Indebtedness prior to its express
     maturity, and the principal amount of such Indebtedness, together with the
     principal amount of any other such Indebtedness under which there has been
     a Payment Default or the maturity of which has so been accelerated,
     aggregates $10.0 million or more; (v) certain final judgments for the
     payment of money that remain undischarged for a period of 60 days, provided
     that the aggregate of all such undischarged judgments exceeds $10.0
     million; (vi) certain events of bankruptcy or insolvency with respect to
     the Company or any of its Restricted Subsidiaries that are Significant
     Subsidiaries as specified in clauses (6) and (7) of Secion 6.01 of the
     Indenture; and (vii) except as permitted by the Indenture, any Subsidiary
     Guarantee of a Significant Subsidiary 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 that is a Significant
     Subsidiary or any Person acting on its behalf that is a Significant
     Subsidiary, shall deny or disaffirm its obligations under such Guarantor's
     Subsidiary Guarantee.

          In the case of an Event of Default specified in clause (6) or (7) of
     Section 6.01 hereof, with respect to the Company or any of its Restricted
     Subsidiaries that are Significant Subsidiaries, or any group of Restricted
     Subsidiaries that, taken together, would constitute a Significant
     Subsidiary, all outstanding Notes will become due and payable immediately
     without further action or notice. If any other Event of Default occurs and
     is continuing, the Trustee or the Holders of at least 25% in aggregate
     principal amount of the then outstanding Notes may declare all the Notes to
     be due and payable immediately. Holders may not enforce the Indenture or
     the Notes except as provided in the Indenture. Subject to certain
     limitations, Holders of a majority in principal amount of the then
     outstanding Notes may direct the Trustee in its exercise of any trust or
     power. The Trustee may withhold from Holders of the Notes notice of any
     continuing Default or Event of Default (except a Default or Event of
     Default relating to the payment of principal or interest) if it determines
     that withholding notice is in their interest. The Holders of a majority in
     aggregate principal amount of the Notes then outstanding by notice to the
     Trustee may on behalf of the Holders of all of the Notes waive any existing
     Default or Event of Default and its consequences under the Indenture except
     a continuing Default or Event of Default in the payment of interest on, or
     the principal of, the Notes. The Company is required to deliver to the
     Trustee annually a statement regarding compliance with the Indenture, and
     the Company is required upon becoming aware of any Default or Event of
     Default, to deliver to the Trustee a statement specifying such Default or
     Event of Default.

                                      A2-6

<PAGE>

          (13) Subordination. Payment of principal, interest and premium and
     Special Interest, if any, on the Notes is subordinated to the prior payment
     of Senior Debt on the terms provided in the Indenture.

          (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. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, shall not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture
     or for any claim based on, in respect of, or by reason of, such obligations
     or their creation. Each Holder 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
     Exchange and Registration Rights Agreement dated as of December [19], 2001,
     among the Company, the Guarantors and the other parties named on the
     signature pages thereof or, in the case of Additional Notes, Holders of
     Restricted Global Notes and Restricted Definitive Notes shall have the
     rights set forth in one or more registration rights agreements, if any,
     among the Company, the Guarantors and the other parties thereto, relating
     to rights given by the Company and the Guarantors to the purchasers of any
     Additional Notes (collectively, 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.

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

IPC Acquisition Corp.
88 Pine Street
New York, NY  10005
Facsimile: (212) ___-_____
Attention:  Chief Financial Officer

                                      A2-7

<PAGE>

                                 Assignment Form

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)


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


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date: _____________

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

Signature Guarantee*:___________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A2-1

<PAGE>

                       Option of Holder to Elect Purchase

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

                      --Section 4.10     --Section 4.15

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

                                $_______________

Date:___________

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

                  Tax Identification No.:_______________________________________

Signature Guarantee*: _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A2-1

<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

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

                                      A2-1

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

IPC Acquisition Corp.
88 Pine Street
New York, NY 10005

[Registrar address block]

     Re: 11.50% Senior Subordinated Notes due 2009

     Reference is hereby made to the Indenture, dated as of December 20, 2001
(the "Indenture"), among IPC Acquisition Corp., as issuer (the "Company"), the
Guarantors listed on Schedule I to the Indenture and The Bank of New York, 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 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.

     2. [_] Check if Transferee will take delivery of a beneficial interest in
            ------------------------------------------------------------------
the Temporary Regulation S Global Note, the Regulation S 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, (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

                                      B-1

<PAGE>

beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S 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 the 144A Global Note or a 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) 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. 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 IAI Global Note
     and/or the 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

                                      B-2

<PAGE>

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 or
Restricted Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for the
benefit of the Trustee and the Registrar 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 Global Note (CUSIP _________), or

                    (iii) [_] AI 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 Global Note (CUSIP _________), or

                    (iii) [_] IAI Global Note (CUSIP _________), or

                    (iv)  [_] Unrestricted Global Note (CUSIP _________); or

                (b) [_]  a Restricted Definitive Note; or

                (c) [_]   an Unrestricted Definitive Note,

                in accordance with the terms of the Indenture.

                                      B-1




<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

IPC Acquisition Corp.
88 Pine Street
New York, NY  10005

[Registrar address block]

         Re:  11.50% Senior Subordinated Notes due 2009

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of December 20,
2001 (the "Indenture"), among IPC Acquisition Corp., as issuer (the "Company"),
the Guarantors listed on Schedule I to the Indenture and The Bank of New York,
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 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 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

                                       C-1

<PAGE>

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, [_] Regulation S Global Note, [_] IAI 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 the
benefit of the Trustee and the Registrar 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

IPC Acquisition Corp.
88 Pine Street
New York, NY  10005

[Registrar address block]

         Re:  11.50% Senior Subordinated Notes due 2009

         Reference is hereby made to the Indenture, dated as of December 20,
2001 (the "Indenture"), among IPC Acquisition Corp., as issuer (the "Company"),
the Guarantors listed on Schedule I to the Indenture and The Bank of New York,
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 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 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 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.

                                       D-1

<PAGE>

         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.

         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.

         The Registrar, the Trustee 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 Accredited Investor]


                                 By:_______________________________________
                                    Name:
                                    Title:

Dated:_______________________

                                       D-2

<PAGE>

                                                                       EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of December 20, 2001 (the "Indenture")
among IPC Acquisition Corp., (the "Company"), the Guarantors listed on Schedule
I to the Indenture and The Bank of New York, as trustee (the "Trustee"), (a) the
due and punctual payment of the principal of, premium and Special Interest (as
defined in the Indenture), if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture 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.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

                                       [Name of Guarantor(s)]


                                       By:____________________________________
                                          Name:
                                          Title:

                                       E-1

<PAGE>
                                                                       EXHIBIT F

                        [FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

         Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of IPC Acquisition Corp. (or its permitted
successor), a Delaware corporation (the "Company"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New
York, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of December 20, 2001 providing
for the issuance of 11.50% Senior Subordinated Notes due 2009 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

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

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

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

         2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as
follows:

               (a)  Along with all Guarantors named in this or other
            Supplemental Indentures, to jointly and severally Guarantee to each
            Holder of a Note authenticated and delivered by the Trustee and to
            the Trustee and its successors and assigns, the Notes or the
            obligations of the Company hereunder or thereunder, that:

               (i)  the principal of, and premium and Special Interest, if any,
            and interest 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 on the Notes, if
            any, if lawful, and all other obligations of the Company to the
            Holders or the Trustee hereunder or thereunder will be promptly paid
            in full or performed, all in accordance with the terms hereof and
            thereof; and

               (ii) in case of any extension of time of payment or renewal of
            any Notes or any of such other obligations, that 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

                                      F-1

<PAGE>

          guaranteed or any performance so guaranteed for whatever reason, the
          Guarantors shall be jointly and severally obligated to pay the same
          immediately.

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

               (c) The following is hereby waived: 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.

               (d) This Subsidiary Guarantee shall not be discharged except by
          complete performance of the obligations contained in the Notes and the
          Indenture, and the Guaranteeing Subsidiary accepts all obligations of
          a Guarantor under the Indenture.

               (e) If any Holder or the Trustee is required by any court or
          otherwise to return to the Company, the Guarantors, or any custodian,
          trustee, liquidator or other similar official acting in relation to
          either the Company or the Guarantors, any amount paid by either to the
          Trustee or such Holder, this Subsidiary Guarantee, to the extent
          theretofore discharged, shall be reinstated in full force and effect.

               (f) The Guaranteeing Subsidiary 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.

               (g) As between the Guarantors, 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 of the Indenture for the purposes of this Subsidiary
          Guarantee, notwithstanding any stay, injunction or other prohibition
          preventing such acceleration in respect of the obligations guaranteed
          hereby, and (y) in the event of any declaration of acceleration of
          such obligations as provided in Article 6 of the Indenture, such
          obligations (whether or not due and payable) shall forthwith become
          due and payable by the Guarantors for the purpose of this Subsidiary
          Guarantee.

               (h) The Guarantors shall have the right to seek contribution from
          any non-paying Guarantor so long as the exercise of such right does
          not impair the rights of the Holders under the Subsidiary Guarantee.

               (i) Each Guaranteeing Subsidiary, and by its acceptance of Notes,
          each Holder hereby confirms that it is the intention of all such
          parties that the Subsidiary Guarantee of such Guarantor 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 law to the extent applicable to
          any Subsidiary Guarantee. To effectuate the foregoing intention, the
          Trustee, the Holders and the Guarantors hereby irrevocably agree that
          the obligations of such Guarantor will, after giving effect to any
          maximum amount and all other contingent and fixed liabilities that are
          relevant under any applicable Bankruptcy or fraudulent conveyance
          laws, and after

                                      F-2

<PAGE>

               giving effect to any collections from, rights to receive
               contribution from or payments made by or on behalf of any other
               Guarantor in respect of the obligations of such other Guarantor
               under the Indenture, this new Subsidiary Guarantee shall be
               limited to the maximum amount permissible such that the
               obligations of such Guarantor under this Subsidiary Guarantee
               shall not constitute a fraudulent transfer or conveyance.

          3.   Execution and Delivery. Each Guaranteeing Subsidiary agrees that
     the Subsidiary Guarantees shall remain in full force and effect
     notwithstanding any failure to endorse on each Note a notation of such
     Subsidiary Guarantee.

          4.   Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

                    (a)  The Guaranteeing Subsidiary may not sell or otherwise
               dispose of all substantially all of its assets to, or consolidate
               with or merge with or into (whether or not such Guarantor is the
               surviving Person) another Person, other than the Company or
               another Guarantor unless:

                    (i)  immediately after giving effect to such transaction, no
               Default or Event of Default exists; and

                    (ii) either (A) subject to Section 11.06 of the Indenture,
               the Person acquiring the property in any such sale or disposition
               or the Person formed by or surviving any such consolidation or
               merger unconditionally assumes all the obligations of that
               Guarantor, pursuant to a supplemental indenture in form and
               substance reasonably satisfactory to the Trustee, under the
               Notes, the Indenture and the Subsidiary Guarantee on the terms
               set forth herein or therein; or (B) the Net Proceeds of such sale
               or other disposition are applied in accordance with the
               applicable provisions of the Indenture, including without
               limitation, Section 4.10 thereof.

                    (b)  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 to the Trustee, of the Subsidiary Guarantee
               endorsed upon the Notes and the due and punctual performance of
               all of the covenants and conditions of the Indenture to be
               performed by the Guarantor, such successor Person shall succeed
               to and be substituted for the Guarantor with the same effect as
               if it had been named herein as a Guarantor. Such successor Person
               thereupon may cause to be signed any or all of the Subsidiary
               Guarantees to be endorsed upon all of the Notes issuable under
               the Indenture which theretofore shall not have been signed by the
               Company and delivered to the Trustee. All the Subsidiary
               Guarantees so issued shall in all respects have the same legal
               rank and benefit under the Indenture as the Subsidiary Guarantees
               theretofore and thereafter issued in accordance with the terms of
               the Indenture as though all of such Subsidiary Guarantees had
               been issued at the date of the execution hereof.

                    (c)  Notwithstanding the foregoing, a Guarantor may
               consolidate or merge with or into another Guarantor or into the
               Company, and the Company may consolidate or merge with or into a
               Guarantor.

                                      F-3

<PAGE>

         5.       Releases.

                           (a) In the event of any sale or other disposition of
                  all or substantially all of the assets of any Guarantor, by
                  way of merger, consolidation or otherwise, or a sale or other
                  disposition of all of the capital stock of any Guarantor, in
                  each case to a Person that is not (either before or after
                  giving effect to such transaction) a Restricted Subsidiary of
                  the Company or if the Company designates any Restricted
                  Subsidiary that is a Guarantor or an Unrestricted Subsidiary
                  in accordance with Section 4.18 of the 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 designation 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) shall be released and
                  relieved of any obligations under its Subsidiary Guarantee;
                  provided that the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of the Indenture, including without limitation
                  Section 4.10 of the Indenture. Upon delivery by the Company to
                  the Trustee of an Officers' Certificate and an Opinion of
                  Counsel to the effect that such sale or other disposition was
                  made by the Company in accordance with the provisions of the
                  Indenture, including without limitation Section 4.10 of the
                  Indenture, the Trustee shall execute any documents reasonably
                  required in order to evidence the release of any Guarantor
                  from its obligations under its Subsidiary Guarantee.

                           (b) Any Guarantor not released from its obligations
                  under its Subsidiary Guarantee shall remain liable for the
                  full amount of principal of and interest on the Notes and for
                  the other obligations of any Guarantor under the Indenture as
                  provided in Article 11 of the Indenture.

         6.       No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the 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.

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

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

         9.       Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         10.      THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.

                                      F-4




<PAGE>

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

         Dated:  _______________, 20___

                                           [GUARANTEEING SUBSIDIARY]

                                           By: _______________________________
                                           Name:
                                           Title:

                                           IPC ACQUISITION CORP.

                                           By: _______________________________
                                           Name:
                                           Title:

                                           EACH GUARANTOR LISTED ON SCHEDULE I
                                           HERETO

                                           By: _______________________________
                                           Name:
                                           Title:

                                           THE BANK OF NEW YORK,
                                             AS TRUSTEE

                                           By: _______________________________
                                                Authorized Signatory

                                      F-5