<PAGE>
                                                                     EXHIBIT 4.7

                                                                  EXECUTION COPY

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

                            SANMINA-SCI CORPORATION,
                                    as Issuer

                          THE GUARANTORS PARTY HERETO,
                                  as Guarantors

                                       and

            STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.,
                                   as Trustee

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

                                    INDENTURE

                          Dated as of December 23, 2002

                                  $750,000,000

                10.375% Senior Secured Notes due January 15, 2010

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

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

<PAGE>

                             SANMINA-SCI CORPORATION

               Reconciliation and tie between Trust Indenture Act
              of 1939 and Indenture, dated as of December 23, 2002

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
---------------------------                                   -----------------
<S>                                                           <C>
Section 310(a)(1)...........................................       609
(a)(2)......................................................       609
(a)(3)......................................................       Not Applicable
(a)(4)......................................................       Not Applicable
(a)(5)......................................................       Not Applicable
(b).........................................................       608
(c).........................................................       Not Applicable
Section 311(a)..............................................       613
(b).........................................................       613
(c).........................................................       Not Applicable
Section 312(a)..............................................       701, 702
(b).........................................................       702
(c).........................................................       702
Section 313(a)..............................................       703
(b)(1)......................................................       703, 1103
(b)(2)......................................................       703
(c).........................................................       703
(d).........................................................       703
Section 314(a)..............................................       704, 1020
(b).........................................................       1101
(c)(1)......................................................       102
(c)(2)......................................................       102
(c)(3)......................................................       Not Applicable
(d).........................................................       1103
(e).........................................................       102
(f).........................................................       Not Applicable
Section 315(a)..............................................       601
(b).........................................................       602
(c).........................................................       601
(d).........................................................       601
(d)(1)......................................................       601
(e).........................................................       514
Section 316(a)(last sentence)...............................       501
(a)(l)(A)...................................................       104, 501, 503, 512
(a)(l)(B)...................................................       501, 513
(a)(2)......................................................       Not Applicable
(b).........................................................       508
Section 317(a)(1)...........................................       503
(a)(2)......................................................       504
(b).........................................................       1003
Section 318(a)..............................................       107
</TABLE>

-------------------
Note:   This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page

                                   ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION
<S>                                                                          <C>
SECTION 101. Definitions..................................................     1
SECTION 102. Compliance Certificates and Opinions.........................    42
SECTION 103. Form of Documents Delivered to Trustee.......................    43
SECTION 104. Acts of Holders; Record Date.................................    43
SECTION 105. Notices, Etc., to Trustee and Company........................    46
SECTION 106. Notice to Holders; Waiver....................................    46
SECTION 107. Conflict with Trust Indenture Act............................    46
SECTION 108. Effect of Headings and Table of Contents.....................    47
SECTION 109. Successors and Assigns.......................................    47
SECTION 110. Separability Clause..........................................    47
SECTION 111. Benefits of Indenture........................................    47
SECTION 112. Governing Law................................................    47
SECTION 113. Legal Holidays...............................................    47
SECTION 114. Indenture and Securities Solely Corporate Obligations........    47
SECTION 115. Counterparts.................................................    48

                                   ARTICLE TWO
                                   NOTE FORMS

SECTION 201. Forms Generally..............................................    48
SECTION 202. Restrictive Legends..........................................    49

                                  ARTICLE THREE
                                    THE NOTES

SECTION 301. Title and Terms..............................................    50
SECTION 302. Denominations................................................    51
SECTION 303. Execution, Authentication, Delivery and Dating...............    51
SECTION 304. Temporary Notes..............................................    53
SECTION 305. Registration, Registration of Transfer and Exchange
               Generally; Certain Transfers and Exchanges; Securities Act
               Legend.....................................................    53
SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes..................    60
SECTION 307. Payment of Interest; Interest Rights Preserved...............    60
SECTION 308. Persons Deemed Owners........................................    61
SECTION 309. Cancellation.................................................    62
SECTION 310. Computation of Interest......................................    62
SECTION 311. CUSIP Numbers................................................    62
SECTION 312. Issuance of Additional Notes.................................    63
SECTION 313. Designation of Notes as Senior Debt..........................    63
</TABLE>

Indenture

                                       i

<PAGE>

<TABLE>
<S>                                                                          <C>
                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture......................    63
SECTION 402. Application of Trust Money...................................    65

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501. Events of Default............................................    65
SECTION 502. Acceleration of Maturity; Rescission and Annulment...........    68
SECTION 503. Collection of Debt and Suits for Enforcement by Trustee......    69
SECTION 504. Trustee May File Proofs of Claim.............................    70
SECTION 505. Trustee May Enforce Claims Without Possession of Notes.......    70
SECTION 506. Application of Money Collected...............................    70
SECTION 507. Limitation on Suits and Remedies.............................    71
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
               and Interest...............................................    72
SECTION 509. Restoration of Rights and Remedies...........................    72
SECTION 510. Rights and Remedies Cumulative...............................    72
SECTION 511. Delay or Omission Not Waiver.................................    72
SECTION 512. Control by Holders...........................................    72
SECTION 513. Waiver of Past Defaults......................................    73
SECTION 514. Undertaking for Costs........................................    73
SECTION 515. Waiver of Stay or Extension Laws.............................    74

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities..........................    74
SECTION 602. Notice of Defaults...........................................    74
SECTION 603. Certain Rights of Trustee....................................    74
SECTION 604. Not Responsible for Recitals or Issuance of Notes............    76
SECTION 605. May Hold Notes...............................................    77
SECTION 606. Money Held in Trust..........................................    77
SECTION 607. Compensation and Reimbursement...............................    77
SECTION 608. Disqualification: Conflicting Interests......................    77
SECTION 609. Corporate Trustee Required; Eligibility......................    78
SECTION 610. Resignation and Removal; Appointment of Successor............    78
SECTION 611. Acceptance of Appointment by Successor.......................    79
SECTION 612. Merger, Conversion, Consolidation or Succession to Business..    79
SECTION 613. Preferential Collection of Claims Against Company............    80
SECTION 614. Appointment of Authenticating Agent..........................    80

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders....    82
</TABLE>

Indenture

                                       ii

<PAGE>

<TABLE>
<S>                                                                          <C>
SECTION 702. Preservation of Information; Communications to Holders.......    82
SECTION 703. Reports by Trustee...........................................    82
SECTION 704. Reports by Company...........................................    82

                                  ARTICLE EIGHT
                   MERGERS, CONSOLIDATION AND SALE OF PROPERTY

SECTION 801. The Company May Consolidate, etc. only on Certain Terms......    83
SECTION 802. The Notes Guarantors May Consolidate, etc. only on Certain
               Terms......................................................    84

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders...........    85
SECTION 902. Supplemental Indentures with Consent of Holders..............    86
SECTION 903. Execution of Supplemental Indentures.........................    87
SECTION 904. Effect of Supplemental Indentures............................    87
SECTION 905. Conformity with Trust Indenture Act..........................    88
SECTION 906. Reference in Notes to Supplemental Indentures................    88
SECTION 907. Notice of Supplemental Indenture.............................    88

                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest..................    88
SECTION 1002. Maintenance of Office or Agency.............................    89
SECTION 1003. Money for Note Payments to be Held in Trust.................    89
SECTION 1004. Corporate Existence.........................................    90
SECTION 1005. Maintenance of Properties...................................    90
SECTION 1006. Payment of Taxes and Other Claims...........................    90
SECTION 1007. Maintenance of Insurance....................................    91
SECTION 1008. Limitation on Debt..........................................    91
SECTION 1009. Limitation on Restricted Payments...........................    92
SECTION 1010. Limitation on Restrictions on Distributions from Restricted
                Subsidiaries..............................................    96
SECTION 1011. Limitation on Liens.........................................    98
SECTION 1012. Limitation on Sale and Leaseback Transactions...............    98
SECTION 1013. Limitation on Asset Sales...................................    99
SECTION 1014. Limitation on Transactions with Affiliates..................   102
SECTION 1015. Repurchase at the Option of Holders upon a Change of Control   103
SECTION 1016. Designation of Restricted and Unrestricted Subsidiaries.....   104
SECTION 1017. Payments for Consent........................................   104
SECTION 1018. Limitation on Layered Debt..................................   105
SECTION 1019. Available Information.......................................   105
SECTION 1020. Statement by Officers as to Default; Compliance Certificates   105
SECTION 1021. Waiver of Certain Covenants.................................   106
SECTION 1022. [Intentionally Omitted].....................................   106
SECTION 1023. Covenants After Fall-Away Event.............................   106
</TABLE>

Indenture

                                      iii

<PAGE>

<TABLE>
<S>                                                                          <C>
                                 ARTICLE ELEVEN
                                SECURITY INTEREST

SECTION 1101. Grant of Security Interest..................................   107
SECTION 1102. Release of Security Interest................................   108
SECTION 1103. Documents to be Delivered Prior to Release of Security
                Interest..................................................   109
SECTION 1104. Pledge of Additional Collateral.............................   110
SECTION 1105. Amendment to Security Documents.............................   111

                                 ARTICLE TWELVE
                               REDEMPTION OF NOTES

SECTION 1201. Right of Redemption.........................................   111
SECTION 1202. Applicability of Article....................................   112
SECTION 1203. Election to Redeem; Notice to Trustee.......................   112
SECTION 1204. Selection by Trustee of Notes to be Redeemed................   112
SECTION 1205. Notice of Redemption........................................   113
SECTION 1206. Deposit of Redemption Price.................................   114
SECTION 1207. Notes Payable on Redemption Date............................   114
SECTION 1208. Notes Redeemed in Part......................................   114

                                ARTICLE THIRTEEN
                                   GUARANTEES

SECTION 1301. Notes Guarantee.............................................   115
SECTION 1302. Execution and Delivery of the Notes Guarantees..............   116
SECTION 1303. Limitation on Notes Guarantors' Liability...................   117
SECTION 1304. Rights under the Notes Guarantees...........................   117
SECTION 1305. Primary Obligations.........................................   118
SECTION 1306. Notes Guarantee by Future Domestic Subsidiaries.............   118
SECTION 1307. Release of Notes Guarantors.................................   119

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or Covenant Defeasance   119
SECTION 1402. Defeasance and Discharge....................................   120
SECTION 1403. Covenant Defeasance.........................................   120
SECTION 1404. Conditions to Defeasance or Covenant Defeasance.............   120
SECTION 1405. Deposited Money and U.S. Government Obligations to be Held
                in Trust; Other Miscellaneous Provisions..................   122
SECTION 1406. Reinstatement...............................................   123

Exhibit A         Form of Note                                               A-1
Exhibit B         Regulation S Certificate                                   B-1
Exhibit C         Form of Restricted Notes Certificate                       C-1
Exhibit D         Form of Unrestricted Notes Certificate                     D-1
Exhibit E         Form of Notes Guarantee                                    E-1
</TABLE>

Indenture

                                       iv

<PAGE>

                  INDENTURE, dated as of December 23, 2002, among Sanmina-SCI
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware, as issuer (herein called the "Company"), having its principal
executive offices at 2700 North First Street, San Jose, California 95134, the
Notes Guarantors (as defined herein) and State Street Bank and Trust Company of
California, N.A., as trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
its 10.375% Senior Secured Notes due January 15, 2010, of substantially the
tenor and amount hereinafter set forth herein, and to provide therefor the
Company and the Notes Guarantors have duly authorized the execution and delivery
of this Indenture. The Notes may consist of any of or all of Original Notes,
Additional Notes or Exchange Notes, each as defined herein. The Original Notes,
Additional Notes and the Exchange Notes shall rank pari passu with one another,
shall together constitute a single class and series of securities and will vote
together as one series of securities under this Indenture.

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

                  All things necessary to make the Notes Guarantees, when
executed by the Notes Guarantors and delivered hereunder, the valid obligations
of the Notes Guarantors, and to make this Indenture a valid agreement of the
Notes Guarantors, in accordance with their and its terms, have been done.

                  This Indenture is subject to, and shall be governed by, the
same provisions of the Trust Indenture Act that are required to be a part of and
govern indentures qualified under the Trust Indenture Act.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

                  SECTION 101.  Definitions.

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

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

Indenture

                                       1

<PAGE>

                           (2)      all other terms used herein which are
                  defined in the Trust Indenture Act of 1939, as amended (the
                  "Trust Indenture Act"), either directly or by reference
                  therein, have the meanings assigned to them therein;

                           (3)      all accounting terms not otherwise defined
                  herein have the meanings assigned to them in accordance with
                  generally accepted accounting principles in the United States
                  (whether or not such is indicated herein), and, except as
                  otherwise herein expressly provided, the term "generally
                  accepted accounting principles" or "GAAP" with respect to any
                  financial or accounting computation required or permitted
                  hereunder shall mean such accounting principles as are
                  generally accepted in the United States as in effect from time
                  to time;

                           (4)      unless the context otherwise requires, any
                  reference to an "Article" or a "Section", or to an "Exhibit"
                  or a "Schedule", refers to an Article or Section of, or to an
                  Exhibit or a Schedule attached to, this Indenture, as the case
                  may be;

                           (5)      unless the context otherwise requires, any
                  reference to a statute, rule or regulation refers to the same
                  (including any successor statute, rule or regulation thereto)
                  as it may be amended from time to time;

                           (6)      unless otherwise specifically set forth
                  herein, all calculations or determinations of a Person shall
                  be performed or made on a consolidated basis in accordance
                  with GAAP;

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

                           (8)      except as otherwise specifically provided in
                  this Indenture, whenever the covenant or default provisions or
                  definitions in this Indenture refer to an amount in U.S.
                  dollars, that amount will be deemed to refer to the U.S.
                  Dollar Equivalent of the amount of any obligation denominated
                  in any other currency or currencies, including composite
                  currencies. Any determination of U.S. Dollar Equivalent for
                  any purpose under this Indenture will be determined as of a
                  date of determination as described in the definition of "U.S.
                  Dollar Equivalent" and, in any case, no subsequent change in
                  the U.S. Dollar Equivalent after the applicable date of
                  determination will cause such determination to be modified.

                  (b)     Certain terms, used principally in Article Ten, are
defined in that Article. Other terms are defined as follows:

                  "Acquired Debt" means Debt of a Person (a) outstanding on the
date on which such Person becomes a Restricted Subsidiary or (b) assumed in
connection with the acquisition of assets from such Person. Acquired Debt shall
be deemed to be Incurred on the date the acquired Person becomes a Restricted
Subsidiary or the date of the related acquisition of assets from such Person.

Indenture

                                       2

<PAGE>

                  "Act", when referring to the Act of Holders, shall have the
meaning set forth in Section 104.

                  "Additional Assets" means:

                  (a)      any Property (other than cash, Cash Equivalents and
securities) to be owned by the Company or any Restricted Subsidiary and used in
a Permitted Business, including, without limitation, receivables repurchased in
connection with a Receivables Program;

                  (b)      Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company
or another Restricted Subsidiary from any Person other than the Company or an
Affiliate of the Company; provided, however, that, in the case of this clause
(b), such Restricted Subsidiary is primarily engaged in a Permitted Business;
and

                  (c)      any Permitted Investment (other than as described in
clauses (a), (b) (insofar as the Investment is made in a Restricted Subsidiary)
or (d) of the definition of "Permitted Investment").

                  "Additional Notes" means additional Notes that may be issued
under this Indenture after the date that the Original Notes are first issued by
the Company and authenticated by the Trustee under this Indenture, which shall
rank pari passu with the Original Notes initially issued in all respects.
Additional Notes shall include Notes of like terms and tenor issued in exchange
for Additional Notes and any Successor Notes in respect thereof.

                  "Affiliate" of any specified Person means:

                  (a)      any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person; or

                  (b)      any other Person who is a director or executive
officer of:

                           (1)      such specified Person;

                           (2)      any Subsidiary of such specified Person; or

                           (3)      any Person described in clause (a) of this
                           definition.

                  For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of
Sections 1013 and 1014 and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Company or of rights or warrants to purchase such Voting Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to clause (a) of this definition.

Indenture

                                       3

<PAGE>

                  "Affiliate Transaction" has the meaning specified in Section
1014.

                  "Agent Members" has the meaning specified in Section 305.

                  "Allocable Excess Proceeds" has the meaning specified in
Section 1013.

                  "Applicable Procedures" has the meaning specified in Section
305.

                  "Asset Sale" means any sale, transfer, issuance or other
disposition (or series of related sales, transfers, issuances or dispositions)
by the Company or any Restricted Subsidiary, including any disposition by means
of a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of:

                  (a)      any shares of Capital Stock of a Restricted
Subsidiary (other than directors' qualifying shares), or

                  (b)      any other assets of the Company (excluding Capital
Stock of the Company, cash and Cash Equivalents) or any Restricted Subsidiary
outside of the ordinary course of business of the Company or such Restricted
Subsidiary,

in the case of either clause (a) or (b), (1) that have a Fair Market Value in
excess of $10.0 million, or (2) for net proceeds in excess of $10.0 million.

                  Notwithstanding the foregoing clauses (a) and (b) of this
definition, in no event shall an Asset Sale include:

                           (1)      any disposition by a Restricted Subsidiary
                  to the Company or by the Company or a Restricted Subsidiary to
                  a Restricted Subsidiary;

                           (2)      any disposition that constitutes a Permitted
                  Investment or Restricted Payment or any disposition of a
                  Permitted Investment, in any such case, to the extent
                  permitted by Section 1009;

                           (3)      any disposition effected in compliance with
                  Section 801;

                           (4)      any disposition of damaged, worn out or
                  other obsolete personal or real property in the ordinary
                  course of business so long as such property is no longer
                  necessary for the proper conduct of the business of the
                  Company and its Restricted Subsidiaries;

                           (5)      any issuance of Capital Stock by a
                  Subsidiary of the Company to the Company or to another
                  Subsidiary of the Company (other than the issuance of Capital
                  Stock by a Restricted Subsidiary to an Unrestricted
                  Subsidiary);

                           (6)      the licensing by the Company or any
                  Restricted Subsidiary of intellectual property or know-how on
                  commercially reasonable terms and in the ordinary course of
                  business;

Indenture

                                       4

<PAGE>

                           (7)      the sale, lease, conveyance or other
                  disposition of Property in connection with the obligation of
                  the Company or any Restricted Subsidiary to remarket or sell
                  any Property at the end of the lease term or otherwise under
                  or in connection with any Synthetic Lease of the Office
                  Campus;

                           (8)      the surrender or waiver of litigation rights
                  or settlement, release or surrender of tort or other
                  litigation claims of any kind;

                           (9)      the sale, lease, conveyance or other
                  disposition of Receivables Program Assets by the Company or
                  any Restricted Subsidiary in connection with any Receivables
                  Program;

                           (10)     the sub-lease of facilities of the Company
                  or any Restricted Subsidiary and the lease by the Company or
                  any Restricted Subsidiary of facilities under any operating
                  lease, in either such case, in the ordinary course of
                  business;

                           (11)     one or more sales of fixed assets by the
                  Company or any Restricted Subsidiary in connection with the
                  Company's Restructuring Plans provided such sales take place
                  during the period beginning on the Issue Date and ending two
                  years after the Issue Date and the aggregate consideration for
                  all of the sales during such two-year period does not exceed
                  $50.0 million; and

                           (12)     the granting of a Permitted Lien.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at any date of determination,

                  (a)      if such Sale and Leaseback Transaction is a Capital
Lease Obligation, the amount of Debt represented thereby according to the
definition of "Capital Lease Obligation"; and

                  (b)      in all other instances, the present value (discounted
at the interest rate borne by the Notes, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any period for
which such lease has been extended).

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Notes.

                  "Available Credit" means, as of any date of determination, the
maximum amount available that may be drawn under the Company's and each
Restricted Subsidiary's Credit Facilities at such date of determination.

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a)      the sum of the product of the numbers of years
(rounded to the nearest one-twelfth of one year) from the date of determination
to the dates of each successive scheduled

Indenture

                                       5

<PAGE>

principal payment of such Debt or redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment by

                  (b)      the sum of all such payments.

                  "Board of Directors" means the Board of Directors of the
Company or the Notes Guarantors, as the case may be, or any committee thereof
authorized with respect to any particular matter to exercise the power of the
Board of Directors.

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

                  "Borrowing Base" means an amount equal to the sum of (A) 80%
of the book value of the accounts receivable of the Company and its Restricted
Subsidiaries plus (B) 50% of the book value of the inventory of the Company and
its Restricted Subsidiaries, in each case as of the end of the most recently
ended fiscal quarter of the Company for which financial statements of the
Company have been made publicly available.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the City of New
York, New York or San Jose, California or such other city in which the Corporate
Trust Office of the Trustee is located, are authorized or obligated by law or
executive order to close.

                  "Capital Lease Obligations" means any obligation under a lease
of any property (whether real, personal or mixed) that is capitalized for
financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalized amount of such
obligations determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease. For purposes of Section 1011, a Capital Lease Obligation shall be deemed
secured by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into any such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds received by the Company from the issuance or sale (other than to a
Restricted Subsidiary of the Company or an employee stock ownership plan or
trust established by the Company or any such Subsidiary for the benefit of their
employees) by the Company of its Capital Stock (other than Disqualified Stock)
after the Issue Date, net of attorneys' fees, accountants' fees, underwriters'
or placement agents' fees, discounts or commissions and brokerage, consultant
and other fees actually incurred in connection with such issuance or sale and
net of taxes paid or payable as a result thereof.

                  "Cash Equivalents" means:

Indenture

                                       6

<PAGE>

                  (a)      securities issued or directly and fully guaranteed or
insured by (i) the United States Government or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof), or (ii) any member of the European Economic Area or
Switzerland, or any agency or instrumentality thereof (provided that such
country, agency or instrumentality has a credit rating at least equal to that of
the United States and the full faith and credit of such country is pledged in
support thereof), in each case, with such securities having maturities of not
more than one year from the date of acquisition;

                  (b)      marketable general obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof (provided that the full faith and credit of such state is
pledged in support thereof) and, at the time of acquisition thereof, having
credit ratings of at least AA- (or the equivalent) by S&P and at least Aa3 (or
the equivalent) by Moody's;

                  (c)      certificates of deposit, time deposits, eurodollar
time deposits, overnight bank deposits or bankers' acceptances having maturities
of not more than one year from the date of acquisition thereof issued by any
commercial bank organized in the United States of America, Canada, Japan or
Switzerland or any member of the European Economic Area, in each case, of
recognized standing and having combined capital and surplus in excess of $500.0
million (or the foreign currency equivalent thereof);

                  (d)      repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (a), (b)
and (c) entered into with any bank meeting the qualifications specified in
clause (c) of this definition;

                  (e)      commercial paper rated at the time of acquisition
thereof in one of the two highest categories obtainable from both S&P and
Moody's or carrying an equivalent rating by a nationally recognized rating
agency, if both of the two named rating agencies cease publishing ratings of
investments, and in any case maturing within one year after the date of
acquisition thereof; and

                  (f)      interests in any investment company or money market
fund substantially all of the assets of which are of the type specified in
clauses (a) through (e) above.

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

                  (a)      if any "person" or "group" (as such terms are used in
Sections 13 (d) and 14 (d) of the Exchange Act or any successor provisions to
either of the foregoing), including any group acting for the purpose of
acquiring, holding, voting or disposing of securities within the meaning of
Rule 13d-5(b) (1) under the Exchange Act, becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act, except that a person will be
deemed to have "beneficial ownership" of all shares that any such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of 50% or more of the total
voting power of the Voting Stock of the Company (for purposes of this clause
(a), such person or group shall be deemed to beneficially own any Voting Stock
of a corporation held by any other corporation (the "parent corporation") so
long as such person or

Indenture

                                       7

<PAGE>

group beneficially owns, directly or indirectly, in the aggregate a majority of
the total voting power of the Voting Stock of such parent corporation); or

                  (b)      the sale, transfer, assignment, lease, conveyance or
other disposition, directly or indirectly, of all or substantially all the
assets of the Company and its Restricted Subsidiaries, considered as a whole
(other than a disposition of such assets as an entirety or virtually as an
entirety to a Wholly Owned Restricted Subsidiary) shall have occurred, or the
Company merges, consolidates or amalgamates with or into any other Person or any
other Person merges, consolidates or amalgamates with or into the Company, in
any such event pursuant to a transaction in which the outstanding Voting Stock
of the Company is reclassified into or exchanged for cash, securities or other
Property, other than any such transaction where:

                           (1)      the outstanding Voting Stock of the Company
                  is reclassified into or exchanged for other Voting Stock of
                  the Company or for Voting Stock of the surviving corporation;
                  and

                           (2)      the holders of the Voting Stock of the
                   Company immediately prior to such transaction own, directly
                   or indirectly, not less than a majority of the Voting Stock
                   of the Company or the surviving corporation immediately
                   after such transaction and in substantially the same
                   proportion as before the transaction;

                  (c)      during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (together with any new directors whose election or appointment by such
Board or whose nomination for election by the shareholders of the Company was
approved by a vote of not less than a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors then in office; or

                  (d)      the shareholders of the Company shall have approved
any plan of liquidation or dissolution of the Company.

                  "Change of Control Offer" has the meaning specified in Section
1015.

                  "Change of Control Purchase Date" has the meaning specified in
Section 1015.

                  "Change of Control Purchase Price" has the meaning specified
in Section 1015.

                  "Clearstream" means Clearstream Banking, societe anonyme.

                  "Collateral" shall have the same meaning as the term "Second
Lien Collateral" as defined in the Security Documents.

                  "Commission" means the United States Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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                                       8

<PAGE>

                  "Commodity Agreement" means any forward contract, commodity
swap agreement, commodity option agreement or other similar agreement or
arrangement.

                  "Common Stock" of any Person means Capital Stock of such
Person that does not rank prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by an Officer, and delivered to the
Trustee.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date:

                  (a)      the average of the bid and ask prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such Redemption Date, as
set forth in the most recently published statistical release designated
"H.15(519)" (or any successor release) published by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities"; or

                  (b)      if such release (or any successor release) is not
published or does not contain such prices on such Business Day, the Reference
Treasury Dealer Quotations for such Redemption Date.

                  "Consolidated Current Liabilities" means, as of any date of
determination, the aggregate amount of liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating:

                  (a)      all intercompany items between the Company and any
Restricted Subsidiary or between Restricted Subsidiaries; and

                  (b)      all current maturities of long-term Debt.

                  "Consolidated Interest Coverage Ratio" means, as of any date
of determination, the ratio of:

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                                       9

<PAGE>

                  (a)      the aggregate amount of EBITDA for the most recently
ended four consecutive fiscal quarters for which financial statements have been
made publicly available; to

                  (b)      Consolidated Interest Expense for such four fiscal
quarters;

provided, however, that

                           (1)      if

                                    (A)      since the beginning of such period
                           but prior to such date of determination, the Company
                           or any Restricted Subsidiary has Incurred any Debt
                           that remains outstanding or Repaid any Debt; or

                                    (B)      the transaction giving rise to the
                           need to calculate the Consolidated Interest Coverage
                           Ratio is an Incurrence or Repayment of Debt,

then Consolidated Interest Expense for such period shall be calculated after
giving effect on a pro forma basis to such Incurrence or Repayment as if such
Debt was Incurred or Repaid on the first day of such period, provided that, (i)
in the event of any such Repayment of Debt, EBITDA for such period shall be
calculated as if the Company or such Restricted Subsidiary had not earned any
interest income actually earned during such period in respect of the funds used
to Repay such Debt and (ii) in making such computation, the amount of Debt under
any revolving credit facility shall be computed based upon the average daily
balance of such Debt during such period; and

                           (2)      if

                                    (A)      since the beginning of such period
                           but prior to such date of determination the Company
                           or any Restricted Subsidiary shall have made any
                           Asset Sale or an acquisition of Property which
                           constitutes all or substantially all of an operating
                           unit of a business;

                                    (B)      the transaction giving rise to the
                           need to calculate the Consolidated Interest Coverage
                           Ratio is such an Asset Sale or acquisition; or

                                    (C)      since the beginning of such period
                           but prior to such date of determination any Person
                           (that subsequently became a Restricted Subsidiary or
                           was merged with or into the Company or any Restricted
                           Subsidiary since the beginning of such period) shall
                           have made such an Asset Sale or acquisition;

then EBITDA for such period shall be calculated after giving pro forma effect to
such Asset Sale or acquisition as if such Asset Sale or acquisition had occurred
on the first day of such period.

                  If any Debt bears a floating rate of interest and is being
given pro forma effect, the interest expense on such Debt shall be calculated as
if the base interest rate in effect for such

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                                       10

<PAGE>

floating rate of interest on the date of determination had been the applicable
base interest rate for the entire period (taking into account any Interest Rate
Agreement applicable to such Debt if such Interest Rate Agreement has a
remaining term in excess of the lesser of (i) 12 months and (ii) the remaining
period until the Stated Maturity of such Debt). In the event the Capital Stock
of any Restricted Subsidiary is sold during the period, the Company shall be
deemed, for purposes of clause (b)(1) of this definition, to have Repaid during
such period the Debt of such Restricted Subsidiary to the extent the Company and
its continuing Restricted Subsidiaries are no longer liable for such Debt after
such sale.

                  "Consolidated Interest Expense" means (without duplication),
for any period, the total interest expense of the Company and its consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest
expense, and to the extent Incurred by the Company or its Restricted
Subsidiaries during that period:

                  (a)      interest expense attributable to Capital Lease
Obligations and the imputed interest with respect to Attributable Debt;

                  (b)      amortization of debt discount and debt issuance cost,
including commitment fees;

                  (c)      capitalized interest;

                  (d)      non-cash interest expense;

                  (e)      commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing;

                  (f)      net costs associated with Hedging Obligations
(including amortization of fees);

                  (g)      Disqualified Stock Dividends, other than dividends
payable to the Company or a Restricted Subsidiary of the Company;

                  (h)      Preferred Stock Dividends, other than dividends
payable to the Company or a Restricted Subsidiary of the Company;

                  (i)      interest actually paid by the Company or any
Restricted Subsidiary on any Debt of any other Person to the extent such Debt is
Guaranteed by the Company or any Restricted Subsidiary; and

                  (j)      cash contributions to any employee stock ownership
plan or similar trust of the Company to the extent such contributions are used
by such plan or trust to pay interest or fees to any Person (other than the
Company) in connection with Debt Incurred by such plan or trust.

                  "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Restricted Subsidiaries;
provided, however, that there shall not be included in such Consolidated Net
Income (without duplication):

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                                       11

<PAGE>

                  (a)     if any Restricted Subsidiary is not a Wholly Owned
Restricted Subsidiary, an amount that is equal to (i) the amount of net income
attributable to such Restricted Subsidiary multiplied by (ii) the percentage
ownership interest in the income of such Restricted Subsidiary not owned on the
last day of such period by the Company or any of its Restricted Subsidiaries,

                  (b)      any net income (loss) of any Person (other than the
Company) if such Person is not a Restricted Subsidiary, except that:

                           (1)      the Company's equity in the net income of
                  any such Person for such period shall be included in such
                  Consolidated Net Income up to the aggregate amount of cash or
                  any Property distributed by such Person during such period to
                  the Company or a Restricted Subsidiary as a dividend or other
                  distribution (subject, in the case of a dividend or other
                  distribution to a Restricted Subsidiary, to the limitations
                  contained in clause (d) of this definition); and

                           (2)      the Company's equity in a net loss of any
                  such Person other than an Unrestricted Subsidiary for such
                  period shall be included in determining such Consolidated Net
                  Income;

                  (c)      for purposes of calculating the amount of Restricted
Payments that may be made pursuant to clause (a)(3) of Section 1009 only, any
net income (loss) of any Person acquired by the Company or any of its
consolidated Subsidiaries in a pooling of interests transaction for any period
prior to the date of such acquisition;

                  (d)      any net income (loss) of any Restricted Subsidiary if
such Restricted Subsidiary is unable to both pay dividends and otherwise
distribute cash to the Company and any other Restricted Subsidiary because it is
subject to the restrictions of its charter or other organizational document or
any agreement, instrument, contract, judgment, decree, order or statute, rule or
governmental regulation applicable to the Restricted Subsidiary, except that:

                           (1)      the Company's equity in the net income of
                  any such Restricted Subsidiary for such period shall be
                  included in such Consolidated Net Income up to the aggregate
                  amount of cash distributed by such Restricted Subsidiary
                  during such period to the Company or another Restricted
                  Subsidiary as a dividend or other distribution (subject, in
                  the case of a dividend or other distribution to another
                  Restricted Subsidiary, to the limitation contained in this
                  clause); and

                           (2)      the Company's equity in a net loss of any
                  such Restricted Subsidiary for such period shall be included
                  in determining such Consolidated Net Income;

                  (e)      any gain (or loss) realized upon the sale or other
disposition of any Property of the Company or any of its consolidated Restricted
Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is
not sold or otherwise disposed of in the ordinary course of business;

                  (f)      any extraordinary gain or loss;

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                                       12

<PAGE>

                  (g)      restructuring charges, write-downs and reserves (to
the extent not excluded in subsection (f) of this definition) taken by the
Company or its Restricted Subsidiaries during any such period, provided that:

                           (1)      the aggregate amount of charges that are
                  paid in cash that are excluded pursuant to this clause (g) in
                  connection with the Company's Restructuring Plans must be
                  taken on or before March 31, 2004 and shall not in the
                  aggregate exceed $291.0 million for all periods during which
                  Consolidated Net Income may be calculated; and any charges
                  paid in cash in excess of such amount or taken after March 31,
                  2004 shall be included in the calculation of Consolidated Net
                  Income for the period when such charges are paid in cash; and

                           (2)      the aggregate amount of charges that are
                  paid in cash that are excluded pursuant to this clause (g) in
                  connection with the Company's future restructuring plans shall
                  not exceed $100.0 million for all periods during which
                  Consolidated Net Income may be calculated;

provided further that for purposes of calculating the amount of Restricted
Payments that may be made pursuant to clause (a)(3) of Section 1009 only, this
clause (g) shall not apply;

                  (h)      the cumulative effect of a change in accounting
principles; and

                  (i)      any non-cash compensation expense realized for grants
of, or in connection with the exercise of, performance shares, stock options or
other rights to officers, directors and employees of the Company or any
Restricted Subsidiary, provided that such shares, options or other rights can be
redeemed at the option of the holder for Capital Stock of the Company (other
than Disqualified Stock).

Notwithstanding the foregoing, for purposes of Section 1009 only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under clause
(a)(3)(D) of Section 1009.

                  "Consolidated Net Tangible Assets" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the
total assets (less accumulated depreciation and amortization, allowances for
doubtful receivables, other applicable reserves and other properly deductible
items) of the Company and its Restricted Subsidiaries, after giving effect to
purchase accounting and after deducting therefrom Consolidated Current
Liabilities and, to the extent otherwise included in the determination of
Consolidated Net Tangible Assets, the following amounts (without duplication)
shall be excluded:

                  (a)      the excess of cost over fair market value of assets
or businesses acquired;

                  (b)      unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and
other intangible items;

Indenture

                                       13

<PAGE>

                  (c)      minority interests in consolidated Subsidiaries held
by Persons other than the Company or any Restricted Subsidiary;

                  (d)      treasury stock;

                  (e)      cash or securities set aside and held in a sinking or
other analogous fund established for the purpose of redemption or other
retirement of Capital Stock to the extent such obligation is not reflected in
Consolidated Current Liabilities; and

                  (f)      Investments in and assets of Unrestricted
Subsidiaries.

                  "Consolidated Net Worth" means, as of any date of
determination, the total of the amounts shown on the consolidated balance sheet
of such Person and its Restricted Subsidiaries as:

                  (a)      the par or stated value of all outstanding Capital
Stock of such Person; plus

                  (b)      paid-in capital or capital surplus relating to such
Capital Stock; plus

                  (c)      any retained earnings or earned surplus less (1) any
accumulated deficit, and (2) any amounts attributable to Disqualified Stock;

in each case as of the end of the most recent fiscal quarter of such Person for
which financial statements have been made publicly available.

                  "Consolidated Tangible Foreign Assets" means, as of any date
of determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Foreign Subsidiaries of the Company as the total assets of
the Foreign Subsidiaries of the Company, minus the total intangible assets of
the Foreign Subsidiaries of the Company.

                  "Convertible Debentures" means the (a) Zero Coupon Convertible
Subordinated Debentures Due 2020, (b) 4 1/4% Convertible Subordinated Debentures
Due 2004 and (c) 3% Convertible Subordinated Notes Due 2007 issued by the
Company or SCI Systems, Inc., as the case may be.

                  "Convertible Debentures Repurchase" means the purchase,
repurchase, redemption, defeasance or acquisition for value of any Convertible
Debentures.

                  "Corporate Trust Office" means the office of the Trustee or
its affiliate at which at any particular time its corporate trust business may
be administered and any additional office it may designate in writing to the
Company. At the date of this Indenture, the Corporate Trust Office of the
Trustee is located at 633 West 5th Street, 12th Floor, Los Angeles, California
90071, attention: Sanmina-SCI Corporation 10.375% Senior Secured Notes due
January 15, 2010.

                  "corporation" means a corporation, association, company,
joint-stock company, limited liability company, partnership or business trust.

Indenture

                                       14

<PAGE>

                  "covenant defeasance" has the meaning specified in Section
1403.

                  "Credit Facilities" means, with respect to the Company or any
Restricted Subsidiary, one or more debt or commercial paper facilities with
banks or other institutional lenders (including the New Credit Facility)
providing for one or more revolving credit loans, term loans, receivables or
inventory financing (including through the sale of receivables or inventory to
such lenders or to special purpose, bankruptcy remote entities formed to borrow
from such lenders against such receivables or inventory) swing-line or
commercial paper facilities (including any letter of credit, sub-facilities or
other facilities) or letters of credit, in each case together with any
Refinancings thereof by a lender or syndicate of lenders, including, in each
case, any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time, whether
or not with the same agent, trustee, representative lender or holders, and
irrespective of any change in the terms and conditions thereof.

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to manage or hedge
fluctuations in currency exchange rates.

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

                  (a)      the principal of and premium (if any) and any other
obligations in respect of:

                           (1)      debt of such Person for money borrowed; and

                           (2)      debt evidenced by notes, debentures, bonds
                  or other similar instruments for the payment of which such
                  Person is responsible or liable;

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

                  (c)      all obligations of such Person to pay the deferred
purchase price of Property, all conditional sale obligations of such Person and
all obligations of such Person under any title retention agreement (but
excluding trade accounts payable and accrued expenses related thereto arising in
the ordinary course of business and excluding any lease properly classified as
an operating lease in accordance with GAAP);

                  (d)      all obligations of such Person for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction but excluding obligations with respect to letters of credit securing
obligations (other than obligations described in clauses (a) through (c) of this
definition and (f) and (g) of this definition) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit);

Indenture

                                       15

<PAGE>

                  (e)      the amount of all obligations of such Person with
respect to the Repayment of any Disqualified Stock;

                  (f)      all obligations of the type referred to in clauses
(a) through (e) of this definition of other Persons and all dividends of other
Persons for the payment of which, in either case, such Person is liable as
obligor or Guarantor, including by means of any Guarantee;

                  (g)      all obligations of the type referred to in clauses
(a) through (f) of this definition of other Persons secured by any Lien on any
Property of such Person (whether or not such obligation is assumed by such
Person), the amount of such obligation being deemed to be the lesser of the fair
market value (as determined by the Company in good faith) of such Property
subject to such Lien or the amount of the obligation so secured; and

                  (h)      to the extent not otherwise included in this
definition, the net liability under Hedging Obligations of such Person,

if and only to the extent that any of the preceding items (other than letters of
credit, Hedging Obligations and obligations referred to in clauses (f) and (g)
of this definition) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP (and in the case of
Disqualified Stock that does not appear as a liability upon a balance sheet, the
price at which such Disqualified Stock may be redeemed by the holder thereof on
the date such Disqualified Stock may first be redeemed by the holders thereof).

                  In no event shall the term "Debt" include (i) any debt under
any overdraft or cash management facility, provided that any such debt is
incurred in the ordinary course of business and consistent with past practice,
and is repaid in full no later than the business day immediately following the
date on which it was incurred, or (ii) any trade payable. The amount of Debt of
any Person at any date shall be (x) the accreted value thereof in the case of
any Debt that does not require current payments of interest, (y) the principal
amount of such Debt and (z) the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such
date.

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

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "defeasance" has the meaning specified in Section 1402.

                  "Depositary" means The Depositary Trust Company until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter Depositary shall mean each
successor Depositary.

                  "Disqualified Stock" means, with respect to any Person, 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 either case at the option of
the holder thereof) or otherwise:

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                                       16

<PAGE>

                  (a)     matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise;

                  (b)      is or may become redeemable or repurchaseable at the
option of the holder thereof, in whole or in part; or

                  (c)      is convertible or exchangeable at the option of the
holder thereof for Debt or Disqualified Stock;

on or prior to, in the case of clause (a), (b) or (c) of this definition, the
date that is 91 days after the Stated Maturity of the Notes. Notwithstanding the
foregoing, 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
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 1009.

                  "Disqualified Stock Dividends" means all dividends made with
respect to Disqualified Stock of the Company held by Persons other than a
Restricted Subsidiary other than dividends paid in Capital Stock of the Company.
The amount of any such dividend shall be equal to the quotient of such dividend
divided by the difference between one and the maximum statutory federal income
tax rate (expressed as a decimal number between 1 and 0) then applicable to the
Company.

                  "Distribution Compliance Period" means the period of 40
consecutive days commencing on the later of (i) the date the Notes are first
offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S (the Company and Trustee being entitled to rely on
written advice from the Purchasers with respect thereto) and (ii) the Issue
Date.

                  "Dollar" and "$" means such coins or currency of the United
States of America which is legal tender for payment of public and private debts.

                  "Domestic Restricted Subsidiary" means any Restricted
Subsidiary other than (a) a Foreign Restricted Subsidiary, (b) a Subsidiary of a
Foreign Restricted Subsidiary and (c) any special purpose entity established
solely in connection with a Receivables Program or any Synthetic Lease with
respect to the Office Campus.

                  "DTC" has the meaning set forth in Section 201.

                  "EBITDA" means, for any period, an amount equal to, for the
Company and its consolidated Restricted Subsidiaries:

                  (a)      the sum of Consolidated Net Income for such period,
plus the following to the extent reducing Consolidated Net Income for such
period:

                           (1)      the provision for taxes based on income or
                  profits or utilized in computing net income;

Indenture

                                       17

<PAGE>

                           (2)      Consolidated Interest Expense;

                           (3)      depreciation;

                           (4)      amortization; and

                           (5)      any other non-cash items (other than any
                  such non-cash item to the extent that it represents an accrual
                  of or reserve for cash expenditures in any future period),
                  minus

                  (b)      all non-cash items increasing Consolidated Net Income
for such period.

Notwithstanding the foregoing clause (a), the provision for taxes and the
depreciation, amortization and non-cash items of a Restricted Subsidiary shall
be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same proportion) that the net income of such Restricted Subsidiary was
included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be paid as dividends
to the Company by such Restricted Subsidiary without prior approval (that has
not been obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to such Restricted Subsidiary or its shareholders.

                  "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).

                  "Equity Offering" means (a) any public offering of Common
Stock (other than Disqualified Stock) of the Company or (b) any unregistered
offering of Common Stock (other than Disqualified Stock) of the Company with net
cash proceeds in excess of $50 million.

                  "European Economic Area" means the member nations of the
European Economic Area pursuant to the Oporto Agreement on the European Economic
Area dated May 2, 1992, as amended.

                  "Euroclear" means the Euroclear Clearance System (or any
successor securities clearing agency).

                  "Event of Default" has the meaning specified in Section 501.

                  "Excess Proceeds" has the meaning specified in Section 1013.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
it may be amended and any successor act thereto.

                  "Exchange Notes" means new notes of the Company (and their
Successor Notes) issued in a registered offer made pursuant to a registration
statement, or registration statements, filed with, and declared effective by,
the Commission offering to exchange such new notes for the Original Notes or the
Additional Notes, as the case may be; provided that such new notes

Indenture

                                       18

<PAGE>

have terms substantially identical in all material respects to the Original
Notes and the Additional Notes, as applicable, for which such offer is being
made except for any transfer restrictions required on the Original Notes and the
Additional Notes under the Indenture that are not required on the Exchange
Notes; provided further that the Exchange Notes shall include new Guarantees
issued in such exchange offer by the Notes Guarantors in exchange for the
existing Notes Guarantees; provided further that the Exchange Notes exchanged
for the Original Notes or the Additional Notes, as the case may be, and the new
Guarantees exchanged for the Notes Guarantees in such exchange offer shall be
secured, if applicable, to the same extent, on the same terms and under the same
conditions, as the Original Notes or Additional Notes, as the case may be, and
the Notes Guarantees, respectively.

                  "Expiration Date" has the meaning specified in Section 104.

                  "Fall-Away Event" means the occurrence of the following
events:

                  (a)      the Notes have received Investment Grade Ratings from
both Rating Agencies;

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

                  (c)      the Company has delivered to the Trustee an Officers'
Certificate certifying as to the events specified in clauses (a) and (b) of this
definition.

                  "Fair Market Value" means, with respect to any Property, the
price that would reasonably be expected to be paid in an arm's-length free
market transaction, for cash, between a willing seller and a willing buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value shall be determined, except as otherwise
provided,

                  (a)      if such Property has a Fair Market Value equal to or
less than $50.0 million, by any Officer of the Company; or

                  (b)      if such Property has a Fair Market Value in excess of
$50.0 million, by a majority of the Board of Directors and evidenced by a Board
Resolution, dated within 45 days of the relevant transaction and delivered to
the Trustee.

                  "First Lien Claimholder Representative" has the meaning set
forth in the Intercreditor Agreement.

                  "First Lien Collateral Agent" means the collateral agent
acting on behalf of the lenders holding First Lien Obligations with respect to
such lenders' first priority interest in the Collateral and its successors and
assigns and who shall, on the Issue Date, be LaSalle Business Credit, Inc.

                  "First Lien Obligations" has the meaning set forth in the
Intercreditor Agreement.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary that is not organized under the laws of the United States, any state
thereof or the District of Columbia.

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                                       19

<PAGE>

                  "Foreign Subsidiary" means any Subsidiary of the Company that
is not organized under the laws of the United States, any state thereof or the
District of Columbia.

                  "Global Note" means a Note that is registered in the Note
Register in the name of a Depositary or a nominee thereof.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person guaranteeing in any manner any Debt of any other Person; provided,
however, that the term "Guarantee" shall not include:

                  (a)      endorsements for collection or deposit in the
ordinary course of business; or

                  (b)      a contractual commitment by one Person to invest in
another Person for so long as such Investment is reasonably expected to
constitute a Permitted Investment under clause (b) of the definition of
"Permitted Investment".

The term "Guarantee" used as a verb has a corresponding meaning. The term
"Guarantor" shall mean any Person Guaranteeing any obligation.

                  "Hedging Obligation" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Agreement or any other similar agreement or
arrangement.

                  "Holder" means the Person in whose name any Note is registered
in the Note Register.

                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt; provided further
that any Debt or other obligations of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary.

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
including, for all purposes of this instrument and any such supplemental
indenture, the Exhibits attached to this instrument.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers, or if any such firm is unwilling or unable to select the
Comparable Treasury Issue, an investment banking firm of national reputation
selected by the Company.

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                                       20

<PAGE>

                  "Initial Lien" has the meaning as set forth in Section 1011.

                  "Intercreditor Agreement" means the agreement to be entered
into among the First Lien Collateral Agent, the Second Lien Collateral Trustee
and the Company, and their successors and assigns, as such agreement may be
amended from time to time.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to manage fluctuations in interest rates.

                  "Interest Payment Date" means those dates specified in the
Notes for the payment of interest on the Notes.

                  "Investment" by any Person means any direct or indirect loan
(other than advances to customers or other persons in the ordinary course of
business that are recorded as accounts receivable, prepaid expenses or deposits
on the balance sheet of such Person), advance or other extension of credit or
capital contribution (by means of transfers of cash or other Property to others
or payments for Property or services for the account or use of others) (but
excluding commission, travel and similar advances to officers, directors and
employees made in the ordinary course of business) to, or Incurrence of a
Guarantee of any obligation of, or purchase or acquisition of Capital Stock,
bonds, notes, debentures or other securities or evidence of Debt issued by, any
other Person; provided that in no event shall the licensing or transfer of
know-how or intellectual property or the providing of services, each in the
ordinary course of business, be considered an Investment. If the Company or any
Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any
direct or indirect Restricted Subsidiary such that, after giving effect to any
such sale or disposition, such Person is no longer a Restricted Subsidiary of
the Company, the Company shall be deemed to have made an Investment on the date
of any such sale or disposition equal to the fair market value (as determined in
good faith by the Company) of the Capital Stock of such Restricted Subsidiary
not sold or disposed.

                  "Investment Grade Rating" means a rating equal to or higher
than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P (or
the equivalent investment grade rating by another Rating Agency).

                  "Issue Date" means the date on which the Original Notes are
initially issued pursuant to this Indenture.

                  "Lien" with respect to a Person means, with respect to any
Property of such Person, any mortgage or deed of trust, pledge, hypothecation,
security interest, lien, fixed or floating charge, easement (other than any
easement not materially impairing usefulness or marketability), encumbrance or
other security agreement of any kind or nature whatsoever on or with respect to
such Property (including any Capital Lease Obligation, conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing); provided the term "Lien" shall not include any lease properly
classified as an operating lease in accordance with GAAP.

                  "Liquidity" means the cash and Cash Equivalents on the balance
sheet of the Company and its Restricted Subsidiaries plus the Available Credit
of the Company and its

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                                       21

<PAGE>

Restricted Subsidiaries as of a date that is no earlier than three business days
prior to the date of determination.

                  "Make-Whole Premium" means, with respect to a Note on any date
of redemption, the greater of:

                  (a)      1% of the principal amount of such Note; or

                  (b)      the excess of (1) the present value at such date of
redemption of (A) the Redemption Price of such Note at January 15, 2007 as set
forth in Section 1201(a) plus (B) all remaining required interest payments
(exclusive of interest accrued and unpaid to the date of redemption) due on such
Note through January 15, 2007, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (2) the then outstanding principal
amount of such Note.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Net Available Cash" from any Asset Sale means cash payments
actually received therefrom by the Company or its Restricted Subsidiaries
(including any cash payments actually received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Debt or other obligations relating to the
Property that is the subject of such Asset Sale or received in any other
non-cash form), in each case net of:

                  (a)      all legal, title and recording expenses, commissions
and other fees and expenses Incurred (including, without limitation, investment
banking, sales commissions and relocation expenses), and all Federal, state,
provincial, foreign and local taxes required to be accrued as a liability under
GAAP, as a consequence of such Asset Sale;

                  (b)      all payments made on any Debt that is secured by any
Lien upon Property that is the subject of such Asset Sale, or by applicable law,
which are repaid out of the proceeds from such Asset Sale;

                  (c)      all distributions and other payments required to be
made to minority interest holders in Subsidiaries or joint ventures as a result
of such Asset Sale; and

                  (d)      any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with GAAP.

                  "New Credit Facility", also referred to as the "Senior Credit
Agreement" in the Intercreditor Agreement, means that $275 million term facility
to be entered into among, inter alia, the Company, the Notes Guarantors, Goldman
Sachs Credit Partners L.P. as Lead Arranger, Syndication Agent and
Administrative Agent and the lenders named therein, including any related notes,
collateral documents, letters of credit and documentation and Guarantees and any
appendices, exhibits or schedules to any of the foregoing, as any or all of such
agreements (or any other agreement that Refinances any or all of such agreements
or any of the foregoing other

Indenture

                                       22

<PAGE>

agreements) may be amended, restated, modified or supplemented from time to
time, or renewed, refunded, refinanced, restructured, replaced, Repaid or
extended from time to time, whether with the original agents and lenders or
other agents and lenders or otherwise, and whether provided under the original
credit agreement or one or more other credit agreements or otherwise.

                  "Note" and "Notes" means the 10.375% Senior Secured Notes due
January 15, 2010, and more particularly means any Original Notes, Additional
Notes and Exchange Notes authenticated and delivered under this Indenture or any
supplemental indenture hereto. For all purposes of this Indenture, the term
"Notes" shall include any Additional Notes that may be issued under a
supplemental indenture and any Exchange Notes exchanged therefor and, for
purposes of this Indenture, both the Notes and the Additional Notes and the
Exchange Notes exchanged therefor shall vote together as one series of Notes
under this Indenture.

                  "Note Register" has the meaning set forth in Section
305(a)(1).

                  "Note Registrar" has the meaning set forth in Section
305(a)(1).

                  "Notes Guarantees" means Guarantees of the Company's
obligations under this Indenture and the Notes by the Notes Guarantors in
accordance with the provisions of this Indenture.

                  "Notes Guarantors" means each Domestic Restricted Subsidiary
and any other Person that becomes a Guarantor of the Company's obligations under
this Indenture and the Notes pursuant to Section 1306 or who executes and
delivers a supplemental indenture to this Indenture providing for a Notes
Guarantee.

                  "Notice of Default" means a written notice of the kind
specified in Section 501(b).

                  "Office Campus" means the Company's principal office campus
located on North First Street in San Jose, California.

                  "Officer" means (a) the Chief Executive Officer, the
President, the Chief Financial Officer or any Vice President of the Company and
(b) the Treasurer or Assistant Treasurer or Secretary or Assistant Secretary of
the Company.

                  "Officers' Certificate" means a certificate signed by (a) (1)
one Officer listed in clause (a) of the definition of "Officer" and (2) one
Officer listed in clause (b) of the definition of "Officer", or (b) two Officers
listed in clause (a) of the definition of "Officer", and, in either case,
delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion from legal
counsel to the Company. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

                  "Original Notes" means the Notes issued on the Issue Date and
their Successor Notes.

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                                       23

<PAGE>

                  "Outstanding" when used with respect to Notes, means, as of
the date of determination, all Notes therefore authenticated and delivered under
this Indenture, except:

                  (a)      Notes theretofore cancelled by the Trustee or
Authenticating Agent or delivered to the Trustee or Authenticating Agent for
cancellation;

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

                  (c)      Notes, except to the extent provided in Sections 1402
and 1403, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article Fourteen; and

                  (d)      Notes which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture, other than any such Notes in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Notes are held by a bona fide purchaser in whose hands such Notes are
valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor of the Notes or any Affiliate of the Company or
of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver or other action, only Notes which the Trustee knows to be so owned by
written notice delivered at its notice address specified in Section 105 hereof,
shall be so disregarded. Notes so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Notes and that
the pledgee is not the Company or any other obligor upon the Notes or any
Affiliate of the Company or of such other obligor.

                  "pari passu", when used with respect to the ranking of any
Debt of any Person in relation to other Debt of such Person, means that each
such Debt (a) either (i) is not subordinated in right of payment to any other
Debt of such Person or (ii) is subordinate in right of payment to the same Debt
of such Person as is the other and is so subordinate to the same extent and (b)
is not subordinate in right of payment to the other or to any Debt of such
Person as to which the other is not so subordinate.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Note on behalf of
the Company, which initially shall be the Trustee.

Indenture

                                       24

<PAGE>

                  "Permitted Business" means any business that is related,
ancillary or complementary to the businesses of the Company and the Restricted
Subsidiaries on the Issue Date or any reasonable extension thereof.

                  "Permitted Debt" is defined to include the following:

                  (a)      Debt of the Company evidenced by the Original Notes
and the Exchange Notes issued in exchange for such Original Notes and in
exchange for any Additional Notes;

                  (b)      Debt of the Company or a Restricted Subsidiary under
any Credit Facilities, provided that on the date of Incurrence the aggregate
principal amount of the Debt to be Incurred plus all Debt previously issued
pursuant to this clause (b) which remains outstanding shall not exceed (1) the
greater of (A) $540 million and (B) the Borrowing Base, less (2) the amount by
which any such Debt previously Incurred under this clause (b) that has been
permanently reduced by the amount of Net Available Cash used to Repay Debt and
not subsequently reinvested in Additional Assets or used to purchase Notes or
Repay other Debt pursuant to Section 1013;

                  (c)      Debt of the Company or a Restricted Subsidiary in
respect of Capital Lease Obligations and Purchase Money Debt, provided that:

                           (1)      the aggregate principal amount of such Debt
                  does not exceed the fair market value (as determined by the
                  Company in good faith) on the date of the Incurrence thereof
                  in the case of a Capital Lease Obligation and on the date of
                  the acquisition, construction, lease, improvement or
                  installation of the underlying asset in the case of Purchase
                  Money Debt, of the Property acquired, constructed, leased,
                  improved or installed; and

                           (2)      the aggregate principal amount of all Debt
                  Incurred pursuant to this clause (c) at any one time
                  outstanding (together with all Permitted Refinancing Debt
                  Incurred and then outstanding in respect of Debt previously
                  Incurred pursuant to this clause (c)) shall not exceed 5.0% of
                  Consolidated Net Tangible Assets;

                  (d)      Debt of the Company owing to and held by any
Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by
the Company or any Restricted Subsidiary; provided, however, that (1) if the
Company is the obligor on such Debt, such Debt must be contractually
subordinated in right of payment to the Notes, and (2) any subsequent issue or
transfer of Capital Stock or other event that results in any such Debt being
held by a Person other than the Company or a Restricted Subsidiary or any
subsequent transfer of any such Debt (except to the Company or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Debt by the issuer thereof;

                  (e)      Debt of a Restricted Subsidiary outstanding on the
date on which such Restricted Subsidiary was acquired by the Company or
otherwise became a Restricted Subsidiary (other than Debt Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of transactions
pursuant to which such Restricted Subsidiary became a Subsidiary of the Company
or was otherwise acquired by

Indenture

                                       25

<PAGE>

the Company), provided that the aggregate principal amount (or accreted value,
as applicable) of all such Debt Incurred pursuant to this clause (e) at any time
outstanding shall not exceed $50.0 million;

                  (f)      Debt under Hedging Obligations entered into by the
Company or a Restricted Subsidiary for the purpose of fixing, managing or
hedging interest rate, commodity or currency risk in the ordinary course of the
financial management of the Company or such Restricted Subsidiary and not for
speculative purposes;

                  (g)      Debt in connection with one or more banker's
acceptances, letters of credit, surety or performance bonds or security deposits
issued by the Company or a Restricted Subsidiary in the ordinary course of
business and for purposes customary in the Company's industry;

                  (h)      Debt of the Company or a Restricted Subsidiary
outstanding on the Issue Date, other than Debt under the New Credit Facility;

                  (i)      Debt of the Company or a Restricted Subsidiary in an
aggregate principal amount (or accreted value or liquidation preference, as
applicable) outstanding at any one time and Incurred pursuant to this clause (i)
not to exceed $75.0 million;

                  (j)      in addition to the Debt that may be incurred under
clause (b) of this definition, the Incurrence of Debt by one or more Foreign
Restricted Subsidiaries in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding not to exceed 10.0% of Consolidated Tangible
Foreign Assets, provided that;

                           (1)      no Default or Event of Default shall have
                  occurred or be continuing or would be caused by such
                  Incurrence of Debt, and

                           (2)      such Debt shall be used solely:

                                    (A)     to fund the working capital or used
                           for general corporate purposes of such Foreign
                           Restricted Subsidiary; or

                                    (B)     to pay dividends or any other
                           distributions on or in respect of its Capital Stock
                           or pay any Debt or other obligation owed, or make any
                           loans or advances to the Company or any other
                           Restricted Subsidiary;

                  (k)      the Guarantee by the Company of Debt of a Restricted
Subsidiary or the Guarantee (given substantially concurrent with the Incurrence
of Debt being Guaranteed) by a Restricted Subsidiary of Debt of the Company or
any other Restricted Subsidiary of the Company, in each case with respect to
Debt that is permitted to be Incurred by Section 1008 or this definition of
Permitted Debt;

                  (l)      Debt incurred by the Company or a Restricted
Subsidiary not to exceed $50.0 million and that is secured by a mortgage on the
Office Campus;

Indenture

                                       26

<PAGE>

                  (m)      Permitted Refinancing Debt Incurred in respect of
Debt Incurred pursuant to clause (a)(1) of Section 1008 and clauses (a), (c),
(e), (h), (j) and (l) of this definition and this clause (m).

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a)      the Company;

                  (b)      any Restricted Subsidiary or any Person that will,
upon the making of such Investment, become a Restricted Subsidiary, provided
that the primary business of such Restricted Subsidiary is a Permitted Business;

                  (c)      any Person if as a result of such Investment such
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all its Property to, or is liquidated into, the Company or a
Restricted Subsidiary, provided that such Person's primary business is a
Permitted Business;

                  (d)      cash or Cash Equivalents;

                  (e)      receivables owing to the Company or a Restricted
Subsidiary, if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms (and
Investments obtained in exchange for or settlement of accounts receivable for
which the Company or a Restricted Subsidiary has determined that collection is
not likely); provided, however, that such trade terms may include such
concessionary trade terms as the Company or such Restricted Subsidiary deems
reasonable under the circumstances;

                  (f)      commission, entertainment, relocation, payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business;

                  (g)      loans and advances to, or Guarantees of third party
loans to, employees, directors and officers made in the ordinary course of
business consistent with past practices of the Company or such Restricted
Subsidiary and in compliance with applicable laws, provided that such loans and
advances in the aggregate do not exceed $5.0 million at any one time
outstanding;

                  (h)      any acquisition of Property solely in exchange for
the issuance of Capital Stock (other than Disqualified Stock) or the transfer on
a non-exclusive basis of intellectual property or know-how of the Company;

                  (i)      any Investment received in settlement of debts
created in the ordinary course of business and owing to the Company or a
Restricted Subsidiary or in satisfaction of judgments, including pursuant to a
plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of any trade creditor or customer or consideration received in settlement of
litigation claims in tort, bankruptcy, liquidation, receivership or insolvency
or otherwise;

Indenture

                                       27

<PAGE>

                  (j)      any Person to the extent such Investment represents
the non-cash portion of the consideration received in connection with an Asset
Sale consummated in compliance with Section 1013;

                  (k)      Hedging Obligations permitted under Section 1008;

                  (l)      prepaid expenses and negotiable instruments held for
collection in the ordinary course of business;

                  (m)      lease, utility and workers' compensation, performance
and other similar deposits arising in the ordinary course of business;

                  (n)      Investments existing as of the Issue Date and
Investments purchased or received in exchange for such Investments, provided
that any additional consideration provided by the Company or any Restricted
Subsidiary in such exchange shall be not be permitted pursuant to this clause
(n);

                  (o)      loans or advances to customers in the ordinary course
of business;

                  (p)      any Person engaged in a Permitted Business, provided
that such Investments in the aggregate do not exceed 10% of Consolidated Net
Tangible Assets at any one time outstanding; and

                  (q)      the Notes and the Notes Guarantees.

                  "Permitted Joint Venture" means any Person that is, directly
or indirectly, engaged principally in a Permitted Business, and the Capital
Stock (or securities convertible into Capital Stock) of which is owned by the
Company and one or more Persons other than the Company or any Affiliate of the
Company.

                  "Permitted Liens" means:

                  (a)      Liens on any assets, including the Collateral, to
secure Debt permitted to be Incurred pursuant to Section 1008 under clause (b)
of the definition of "Permitted Debt";

                  (b)      during the Security Period, Liens to secure Debt
permitted to be Incurred pursuant to Section 1008 under clause (c) of the
definition of "Permitted Debt" and during the period where a Fall-Away Event has
occurred and is continuing, Liens to secure Capital Lease Obligations and
Purchase Money Debt where the aggregate principal amount of such Debt at any
time outstanding shall not exceed 10.0% of Consolidated Net Tangible Assets,
provided that, in each case, any such Lien may not extend to any Property of the
Company or any Restricted Subsidiary, other than the Property acquired,
constructed, improved or leased with the proceeds of such Debt and any
additions, parts, attachments, fixtures, leasehold improvements, proceeds,
improvements or accessions related thereto;

                  (c)      Liens for taxes, assessments or governmental charges
or levies on the Property of the Company or any Restricted Subsidiary if the
same shall not at the time be delinquent or thereafter can be paid without
penalty, or are being contested in good faith and by

Indenture

                                       28

<PAGE>

appropriate proceedings, provided that any reserve or other appropriate
provision that shall be required in conformity with GAAP shall have been made
therefor;

                  (d)      Liens imposed by law or arising by operation of law,
including without limitation, landlords', mailmen's, suppliers', vendors',
carriers', warehousemen's and mechanics' Liens and other similar Liens, Liens
for master's and crew's wages and other similar laws, on the Property of the
Company or any Restricted Subsidiary arising in the ordinary course of business
and for payment obligations that are not more than 60 days past due or are being
contested in good faith and by appropriate proceedings;

                  (e)      Liens on the Property of the Company or any
Restricted Subsidiary Incurred in the ordinary course of business to secure
performance of obligations with respect to statutory or regulatory requirements,
performance or return-of-money bonds, surety or appeal bonds or other
obligations of a like nature and Incurred in a manner consistent with industry
practice;

                  (f)      Liens on Property at the time the Company or any
Restricted Subsidiary acquired such Property, including any acquisition by means
of a merger or consolidation with or into the Company or any Restricted
Subsidiary; provided, however, that any such Lien may not extend to any other
Property of the Company or any Restricted Subsidiary; provided further, that
such Liens shall not have been Incurred in anticipation of or in connection with
the transaction or series of transactions pursuant to which such Property was
acquired by the Company or any Restricted Subsidiary;

                  (g)      Liens on the Property of a Person existing at the
time such Person becomes a Restricted Subsidiary; provided, however, that any
such Lien may not extend to any other Property of the Company or any other
Restricted Subsidiary that is not a direct Subsidiary of such Person; provided
further, that any such Lien was not Incurred in anticipation of or in connection
with the transaction or series of transactions pursuant to which such Person
became a Restricted Subsidiary;

                  (h)      Liens Incurred or pledges or deposits made by the
Company or any Restricted Subsidiary under workmen's compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of Debt) or
leases to which the Company or any Restricted Subsidiary is party, or deposits
to secure public or statutory obligations of the Company, or deposits for the
payment of rent, in each case Incurred in the ordinary course of business;

                  (i)      utility easements, building restrictions and such
other encumbrances or charges against real Property as are of a nature generally
existing with respect to properties of a similar character;

                  (j)      Liens existing on the Issue Date not otherwise
described in clauses (a) through (i) of this definition;

                  (k)      Liens not otherwise described in clauses (a) through
(j) of this definition on the Property of any Restricted Subsidiary that is not
a Notes Guarantor to secure any Debt permitted to be Incurred by such Restricted
Subsidiary pursuant to Section 1008;

Indenture

                                       29

<PAGE>

                  (l)      Liens on the Property of the Company or any
Restricted Subsidiary to secure any Refinancing, in whole or in part, of any
Debt secured by Liens referred to in clauses (a), (b), (f), (g), (j), (k), (o),
(p), (t), (u), (w), (y) and (z) of this definition; provided, however, that any
such Lien shall be limited to all or part of the same Property that secured the
original Lien (together with improvements and accessions to such Property) and
the aggregate principal amount of Debt that is secured by such Lien shall not be
increased to an amount greater than the sum of:

                           (1)      the outstanding principal amount, or, if
                  greater, the committed amount, of the Debt secured by Liens
                  described under clauses (a), (b), (f), (j), (k), (o), (p),
                  (t), (u), (w), (y) and (z) of this definition, as the case may
                  be, at the time the original Lien became a Permitted Lien
                  under this Indenture; and

                           (2)      an amount necessary to pay any fees and
                  expenses, including premiums and defeasance costs, incurred by
                  the Company or such Restricted Subsidiary in connection with
                  such Refinancing;

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

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

                  (o)      Liens securing obligations of the Company under
Hedging Obligations permitted to be Incurred pursuant to Section 1008 under
clause (f) of the definition of "Permitted Debt";

                  (p)      Liens securing reimbursement obligations with respect
to commercial letters of credit that encumber cash, documents and other Property
relating to such letters of credit and proceeds thereof;

                  (q)      Liens on assets leased to the Company or a Restricted
Subsidiary if such lease is properly classified as an operating lease in
accordance with GAAP or is a Synthetic Lease of the Office Campus;

                  (r)      Liens arising under consignment or similar
arrangements for the sale of goods in the ordinary course of business;

                  (s)      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;

                  (t)      Liens securing obligations of the Company or any
Restricted Subsidiary in respect of a Receivables Program, provided that any
such Lien will be limited to the Receivables Program Assets under such
Receivables Program;

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<PAGE>

                  (u)      Liens on cash securing obligations of the Company or
a Restricted Subsidiary in connection with or under a Synthetic Lease of the
Office Campus;

                  (v)      Liens in favor of the Company;

                  (w)      Liens on the Collateral to secure the Notes and the
Notes Guarantees;

                  (x)      Liens on Capital Stock of Unrestricted Subsidiaries
that does not constitute Collateral;

                  (y)      Liens on the Office Campus to secure Debt permitted
to be incurred pursuant to Section 1008 under clause (l) of the definition of
"Permitted Debt";

                  (z)      Liens securing other Debt not exceeding $10.0 million
at any time outstanding; and

                  (aa)     Liens arising out of transactions relating to
tax-planning strategies of the Company and its Restricted Subsidiaries; provided
all such transactions are between or among Restricted Subsidiaries, the Company
and any trustee, transfer agent or escrow agent relating to such tax-planning
strategies, or any combination of the foregoing parties.

                  "Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, including any successive Refinancings, so long as:

                  (a)      such Debt is in an aggregate principal amount (or if
Incurred with original issue discount, an aggregate issue price) not in excess
of the sum of:

                           (1)      the aggregate principal amount (or if
                  Incurred with original issue discount, the aggregate accreted
                  value) and all accrued interest then outstanding of the Debt
                  being Refinanced; and

                           (2)      an amount necessary to pay any fees and
                  expenses, including premiums and defeasance costs, related to
                  such Refinancing;

                  (b)      the Average Life of such Debt is equal to or greater
than the Average Life of the Debt being Refinanced;

                  (c)      the Stated Maturity of such Debt is no earlier than
the Stated Maturity of the Debt being Refinanced; and

                  (d)      the new Debt shall not be senior in right of payment
to the Debt that is being Refinanced, except that, in the case of any Debt
that Refinances the Convertible Debentures, such Debt may be senior in right
of payment to the Convertible Debentures;

                  provided, however, that Permitted Refinancing Debt shall not
include:

                           (1)      Debt of a Subsidiary that is not a Notes
                  Guarantor that Refinances Debt of the Company or a Notes
                  Guarantor; or

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                                       31

<PAGE>

                           (2)      Debt of the Company or a Restricted
                  Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

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

                  "Pledge and Security Agreement" means the Second Lien Pledge
and Security Agreement dated the Issue Date and entered into among the Company,
certain of its subsidiaries named therein and the Second Lien Collateral
Trustee.

                  "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                  "Preferred Stock Dividends" means all dividends (other than
dividends paid in Capital Stock of the Company) made with respect to Preferred
Stock of Restricted Subsidiaries held by Persons other than the Company or a
Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one and
the maximum statutory federal income rate (expressed as a decimal number between
1 and 0) then applicable to the issuer of such Preferred Stock.

                  "Prepayment Offer" has the meaning specified in Section
1013(d).

                  "Principal Property" means the land, improvements, buildings
and fixtures (to the extent they constitute real property interests) (including
any leasehold interest therein) constituting the principal corporate office of
the Company, any manufacturing plant or any manufacturing facility (whether now
owned or hereafter acquired) which is (a) owned or leased by the Company or any
Subsidiary, (b) is located within any of the present 50 states of the United
States (or the District of Columbia), (c) has not been determined in good faith
by the Board of Directors of the Company not to be of material importance to the
business conducted by the Company and its Subsidiaries, taken as a whole, and
(d) has a book value on the date of which the determination is being made of in
excess of 1% of Consolidated Net Tangible Assets of the Company as most recently
determined on or prior to such date (including for purposes of such calculation
the land, improvements, buildings and such fixtures comprising such office,
plant or facility, as the case may be).

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms of this Indenture, a calculation
performed in accordance with Article Eleven of Regulation S-X promulgated under
the Securities Act, as interpreted in good

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                                       32

<PAGE>

faith by an Officer, or otherwise a calculation made in good faith by an
Officer after consultation with the independent certified public accountants
of the Company.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its fair market value.

                  "Purchase Agreement" means the Purchase Agreement dated
December 18, 2002 between the Company the Guarantors named therein and the
Purchasers.

                  "Purchase Date" has the meaning specified in Section 1013(d).

                  "Purchase Money Debt" means Debt:

                  (a)      consisting of the deferred purchase price of
Property, conditional sale obligations, obligations under any title retention
agreement, other purchase money obligations and obligations in respect of
industrial revenue bonds, in each case where the maturity of such Debt does not
exceed the anticipated useful life of the Property being financed; or

                  (b)      Incurred to finance all or any part of the purchase
price or cost of an acquisition, construction improvement, installation or lease
by the Company or a Restricted Subsidiary of Property used in the business of
the Company and its Restricted Subsidiaries, including additions and
improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction, improvement, installation or lease of such Property
by the Company or such Restricted Subsidiary.

                  "Purchase Price" has the meaning specified in Section 1013(d).

                  "Purchasers" means Goldman, Sachs & Co., Banc of America
Securities LLC, Salomon Smith Barney Inc., Morgan Stanley & Co. Incorporated,
Scotia Capital (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and RBC Dominion Securities Corporation.

                  "Rating Agency" means Moody's and S&P (or, if either such
entity ceases to rate the Notes for reasons outside the control of the Company,
then in place of that entity, any other securities rating organization
nationally recognized in the United States selected by the Company as a
replacement agent).

                  "Receivables Program" means, with respect to any Person, an
agreement or other arrangement or program providing for the advance of funds to
such Person against the pledge, contribution, sale or other transfer or
encumbrances of Receivables Program Assets of such Person or such Person and/or
one or more of its Subsidiaries.

                  "Receivables Program Assets" means all of the following
Property and interests in Property, including any undivided interest in any pool
of any such Property or interests, whether now existing or existing in the
future or hereafter arising or acquired:

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                                       33

<PAGE>

                  (a)      accounts (as defined in the Uniform Commercial Code
or any similar or equivalent legislation as in effect in any applicable
jurisdiction);

                  (b)      accounts receivable, general intangibles,
instruments, contract rights, documents and chattel paper (including, without
limitation, all rights to payment created by or arising from sales of goods,
leases of goods or the rendition of services, no matter how evidenced, whether
or not earned by performance);

                  (c)      all unpaid sellers' or lessors' rights (including,
without limitation, rescission, replevin, reclamation and stoppage in transit)
relating to any of the foregoing or arising therefrom;

                  (d)      all rights to any goods or merchandise represented by
any of the foregoing;

                  (e)      all reserves and credit balances with respect to any
such accounts receivable or account debtors;

                  (f)      all letters of credit, security or Guarantees of any
of the foregoing;

                  (g)      all insurance policies or reports relating to any of
the foregoing;

                  (h)      all collection or deposit accounts relating to any of
the foregoing;

                  (i)      all books and records relating to any of the
foregoing;

                  (j)      all instruments, contract rights, chattel paper,
documents and general intangibles relating to any of the foregoing; and

                  (k)      all proceeds of any of the foregoing.

                  "Redemption Date" when used with respect to any Note to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "Redemption Price" when used with respect to any Note to be
redeemed, in whole or in part, means the price at which it is to be redeemed
pursuant to this Indenture.

                  "Reference Treasury Dealer" means Goldman, Sachs & Co. and its
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and ask prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
Redemption Date.

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                                       34

<PAGE>

                  "Refinance" means, in respect of any Debt, to refinance,
extend, renew, defease, amend, modify, supplement, restructure, replace, refund
or Repay, or to issue other Debt, in exchange or replacement for, such Debt.
"Refinanced" and "Refinancing" shall have correlative meanings.

                  "Registration Rights Agreement" means the exchange and
registration rights agreement dated as of the Issue Date among the Company, the
Notes Guarantors named therein and the Purchasers.

                  "Registration Statement" means the registration statement(s)
as defined and described in the Registration Rights Agreement.

                  "Regular Record Date" has the meaning specified in the form of
Note attached as Exhibit A.

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

                  "Regulation S Certificate" means a certificate substantially
in the form set forth in Exhibit B attached to this Indenture.

                  "Regulation S Global Note" has the meaning specified in
Section 201.

                  "Regulation S Legend" means a legend substantially in the form
of the legend required in the form of Note set forth in Section 202 to be placed
upon a Regulation S Note.

                  "Regulation S Note" means a Note that is required pursuant to
Section 305(c) of this Indenture to bear a Regulation S Legend and that is a
restricted security within the meaning of Rule 144. Such term includes the
Regulation S Global Note.

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment"
and "Repaid" shall have correlative meanings. For purposes of Section 1013 and
the definition of "Consolidated Interest Coverage Ratio," Debt shall be
considered to have been Repaid only to the extent the related loan commitment,
if any, shall have been permanently reduced in connection therewith.

                  "Responsible Officer", when used with respect to the Trustee,
means any officer in the Corporate Trust Office of the Trustee and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

                  "Restricted Global Note" has the meaning specified in Section
201.

                  "Restricted Notes" means a restricted security within the
meaning of Rule 144 and all Notes required pursuant to Section 305(c) to bear a
Restricted Notes Legend. Such term includes the Restricted Global Note.

                  "Restricted Notes Certificate" means a certificate
substantially in the form set forth in Exhibit C.

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                                       35

<PAGE>

                  "Restricted Notes Legend" means a legend substantially in the
form of the legend required in the form of Note set forth in Section 202 to be
placed upon a Restricted Note.

                  "Restricted Payment" means:

                  (a)      any dividend or distribution (whether made in cash,
securities or other Property) declared or paid on or with respect to any shares
of Capital Stock of the Company or any Restricted Subsidiary (including any such
payment in connection with any merger or consolidation with or into the Company
or any Restricted Subsidiary), except for any dividend or distribution that is
made solely to the Company or a Restricted Subsidiary (and, if such Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other
shareholders of such Restricted Subsidiary on a pro rata basis or on a basis
that results in the receipt by the Company or a Restricted Subsidiary of
dividends or distributions of greater value than it would receive on a pro rata
basis) or any dividend or distribution payable solely in shares of Capital Stock
(other than Disqualified Stock) of the Company;

                  (b)      the purchase, repurchase, redemption, acquisition or
retirement for value of any Capital Stock of the Company (other than from a
Restricted Subsidiary);

                  (c)      the purchase, repurchase, redemption, acquisition or
retirement for value, prior to the earliest of the Stated Maturity or the date
for any sinking fund or amortization or other installment payment, of any
Subordinated Debt (other than the purchase, repurchase, redemption, acquisition
or retirement of any Subordinated Debt purchased in anticipation of satisfying a
payment at the earliest of the Stated Maturity, or the date of any sinking fund
or amortization or other installment obligation, in each case due within one
year of the date of purchase, repurchase, redemption, acquisition or
retirement); or

                  (d)      any Investment (other than Permitted Investments) in
any Person.

                  "restricted security" has the meaning set forth in Section
305.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "Restructuring Plans" means each of the restructuring plans of
the Company and its Subsidiaries as announced by the Company on (1) October 24,
2001 in the Company's press release and earnings conference call relating to its
fourth quarter ended September 29, 2001 and year-end results for fiscal 2001 and
(2) on October 29, 2002 in the Company's press release and earnings conference
call relating to its fourth quarter ended September 28, 2002 and year-end
results for fiscal 2002.

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

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

                  "Rule 144A Notes" means (i) in the case of the Original Notes,
the Notes purchased by the Purchasers from the Company pursuant to the Purchase
Agreement, other than

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                                       36

<PAGE>

the Regulation S Notes, and (ii) in the case of Additional Notes, any Additional
Notes purchased from the Company for resale pursuant to Rule 144A.

                  "S&P" means Standard & Poor's Ratings Service or any successor
to the rating agency business thereof.

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and
the Company or a Restricted Subsidiary leases it from such Person. Neither a
transaction solely between the Company and any of its Restricted Subsidiaries or
between any Restricted Subsidiaries of the Company, nor a sale and leaseback
transaction that is consummated within 180 days after the purchase of the assets
subject to such transaction, shall be considered a Sale and Leaseback
Transaction.

                  "Second Lien Collateral Trustee" means the collateral trustee
acting pursuant to the Second Lien Collateral Trust Agreement on behalf of the
Holders, with respect to such Holders' security interest in the Collateral, and
its agents, successors and assigns and who shall be State Street Bank and Trust
Company of California, N.A. on the Issue Date.

                  "Second Lien Collateral Trust Agreement" means the Second Lien
Collateral Trust Agreement dated as of the date hereof entered into among the
Company, the Notes Guarantors and State Street Bank and Trust Company of
California, N.A.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time, and (unless the context otherwise requires) includes the
rules and regulations of the Commission promulgated thereunder.

                  "Securities Act Legend" means a Restricted Notes Legend or a
Regulation S Legend.

                  "Security Documents" means the Intercreditor Agreement, the
Pledge and Security Agreement, the Second Lien Collateral Trust Agreement, the
mortgages, the collateral access agreements, if any, and all other instruments,
documents and agreements delivered by the Company or the Notes Guarantors in
order to grant to the Second Lien Collateral Trustee, for the benefit of
Holders, a second priority lien on the Collateral as security for the
obligations of the Company and the Notes Guarantors under the Notes, including
any amendments to, or replacements of, any of the foregoing (if applicable).

                  "Security Interest" has the meaning set forth in Section 1101;

                  "Security Period" means the period beginning on the Issue Date
and ending on the date of the occurrence of the Fall-Away Event.

                  "Senior Debt" means:

                  (a)      all obligations consisting of the principal, premium,
if any, and accrued and unpaid interest (including interest accruing on or after
the filing of any petition in

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                                       37

<PAGE>

bankruptcy or for reorganization relating to the Company whether or not such
post-filing interest is allowed in such proceeding) in respect of:

                           (1)      Debt of the Company for borrowed money; and

                           (2)      Debt of the Company evidenced by notes,
                  debentures, bonds or other similar instruments permitted under
                  this Indenture for the payment of which the Company is
                  responsible or liable;

                  (b)      all Capital Lease Obligations of the Company and all
Attributable Debt in respect of Sale and Leaseback Transactions entered into by
the Company;

                  (c)      all obligations of the Company:

                           (1)      for the reimbursement of any obligor on any
                  letter of credit, bankers' acceptance or similar credit
                  transaction;

                           (2)      under Hedging Obligations; or

                           (3)       issued or assumed as the deferred purchase
                  price of Property and all conditional sale obligations of the
                  Company and all obligations under any title retention
                  agreement permitted under this Indenture; and

                  (d)      all obligations of other Persons of the type referred
to in clauses (a), (b) and (c) of this definition for the payment of which the
Company is responsible or liable as Guarantor;

provided, however, that Senior Debt shall not include:

                           (1)      Debt of the Company that is by its terms
                  subordinate in right of payment to the Notes;

                           (2)      any Debt Incurred in violation of the
                  provisions of this Indenture;

                           (3)      accounts payable or any other obligations of
                  the Company to trade creditors created or assumed by the
                  Company in the ordinary course of business in connection with
                  the obtaining of materials or services (including Guarantees
                  thereof or instruments evidencing such liabilities);

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

                           (5)      any obligation of the Company to any
                  Subsidiary; or

                           (6)      any obligations with respect to any Capital
                  Stock of the Company.

                  "Senior Debt" of any Notes Guarantor has a correlative meaning
to the definition of "Senior Debt".

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<PAGE>

                  "Shelf Registration Statement" has the meaning specified in
the Registration Rights Agreement.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission. In no event shall an Unrestricted
Subsidiary be considered a Significant Subsidiary for purposes of this
definition.

                  "Special Interest" has the meaning described in the
Registration Rights Agreement.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption or repurchase provision (but excluding any provision
providing for the redemption or repurchase of such security at the option of the
holder thereof upon the happening of any contingency beyond the control of the
issuer unless such contingency has occurred). Notwithstanding the foregoing, in
the case of the Company's Zero Coupon Convertible Subordinated Debentures Due
2020 (the "Zero Coupon Debentures"), the Stated Maturity shall be September 12,
2005, which is the first date on which the holders of such Zero Coupon
Debentures have the right to require the Company to purchase the Zero Coupon
Debentures.

                  "Subordinated Debt" means any Debt of the Company or any Notes
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Notes or the applicable Notes
Guarantee, as the case may be, pursuant to a written agreement to that effect.
No Debt of the Company or a Notes Guarantor shall be deemed to be subordinated
in right of payment to any other Debt of the Company or such Notes Guarantor
solely by virtue of any Liens, Guarantees, maturity of payments or structural
subordination.

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                  (a)      such Person;

                  (b)      such Person and one or more Subsidiaries of such
Person; or

                  (c)      one or more Subsidiaries of such Person.

                  "Successor Note" of any particular Note means every Note
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Note; and for the purposes of this definition, any Note
authenticated and delivered under Section 306 in

Indenture

                                       39

<PAGE>

exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Note.

                  "Surviving Person" has the meaning set forth in Section 801.

                  "Suspended Covenants" has the meaning specified in Section
1023.

                  "Suspension Period" means any period or periods beginning on
the date of a Fall-Away Event and ending on the earlier of (A) the date one or
both of the Rating Agencies withdraw their ratings or downgrade the ratings
assigned to the Notes below Investment Grade Ratings or (B) the date on which a
Default or Event of Default occurs and is continuing.

                  "Synthetic Lease" means an agreement for the use or possession
of property creating obligations that do not appear on the balance sheet of such
Person but which, for U.S. federal income tax purposes, is characterized as the
indebtedness of such Person (without regard to accounting treatment) and any
related documents including any refinancings, extensions, renewals, defeasance,
amendments, modifications, supplements, restructuring, replacements, refundings,
repayments, payments, purchases, redemptions or retirements, or the entering
into of other such leases or agreements, in exchange or replacement for, such
agreement or lease.

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

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905; provided, however, that, in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.

                  "Trustee" means the Person named as the "Trustee" in the first
subsection of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "U.S. Dollar Equivalent" means, with respect to any monetary
amount in a currency other than the U.S. dollar, at or as of any time for the
determination thereof, the amount of U.S. dollars obtained by converting such
foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as quoted
by Reuters (or, if Reuters ceases to provide such spot quotations, by any other
reputable service as is providing such spot quotations, as selected by the
Company) at approximately 11:00 a.m. (New York City time) on a day not more than
two business days prior to such determination.

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

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                                       40

<PAGE>

                  "U.S. Person" has the meaning set forth in Rule 902(k) under
the Securities Act.

                  "United States" means the United States of America (including
the States thereof and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                  "Unrestricted Notes Certificate" means a certificate
substantially in the form set forth in Exhibit D.

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
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 at
the time of such designation:

                  (a)      is a Person with respect to which neither the Company
nor any Restricted Subsidiary has an obligation to (1) subscribe for additional
Capital Stock or (2) maintain or preserve such Person's financial condition or
to cause such Person to achieve any specified levels of operating results;

                  (b)      has no Debt other than Debt:

                           (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 Debt), (B) is directly or indirectly liable
                  as a Guarantor or otherwise, or (C) constitutes the lender;
                  provided, however, the Company or a Restricted Subsidiary may
                  loan, advance or extend credit to, or Guarantee the Debt of,
                  an Unrestricted Subsidiary that is permitted under Sections
                  1008 and 1009;

                           (2)      no default with respect to which (including
                  any rights that the holders thereof may have to take
                  enforcement action against an Unrestricted Subsidiary) would
                  permit upon notice, lapse of time or both any holder of any
                  other Debt (other than the Notes, the Notes Guarantees or any
                  Guarantee permitted by the proviso to paragraph (1) of this
                  clause (b)) of the Company or any of its Restricted
                  Subsidiaries, in an aggregate amount greater than $50.0
                  million or its foreign currency equivalent at the time, to
                  declare a default on such other Debt or cause the payment
                  thereof to be accelerated or payable prior to its Stated
                  Maturity; and

                           (3)      as to which the lenders have been notified
                  in writing or have otherwise agreed in writing that they will
                  not have any recourse to the stock or other Property of the
                  Company or any Restricted Subsidiary, except for Debt that has
                  been Guaranteed by the Company or any Restricted Subsidiary as
                  permitted by the proviso to paragraph (1) of this clause (b);

                  (c)      does not own any Capital Stock or holds any Lien on
any Property of, the Company or any Restricted Subsidiary; and

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                                       41

<PAGE>

                  (d)      is not a party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary
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 could reasonably be expected to be obtained at the time from any Person
that is not an Affiliate of the Company or any Restricted Subsidiary.

                  Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced 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 under Section 1009. 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 Debt of such Subsidiary shall
be deemed to be Incurred by a Restricted Subsidiary as of such date, and, if
such Debt is not permitted to be Incurred as of such date under the covenant
described under Section 1008, the Company shall be in default of such covenant.
The Board of Directors may at any time designate an Unrestricted Subsidiary to
be a Restricted Subsidiary; provided that (1) all Liens and Debt of such
Unrestricted Subsidiary outstanding immediately following such designation,
would, if Incurred at such time, have been permitted to be Incurred under this
Indenture, and (2) no Default or Event of Default would occur or be continuing
following such designation. The term "Unrestricted Subsidiary" shall also
include any Subsidiary of an Unrestricted Subsidiary.

                  "Vice President," when used with respect to the Company, means
any vice president, whether or not designated by a number or a word or words
added before or after the title "vice president".

                  "Voting Stock" of any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary, all the Capital Stock of which (other than any director's
qualifying shares or shares required by applicable law to be held by third
persons) is at such time owned, directly or indirectly, by the Company and its
other Wholly Owned Restricted Subsidiaries.

                  SECTION 102.  Compliance Certificates and Opinions.

                  (a)      Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act. Each such certificate or opinion shall be given
in the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirement set
forth in this Indenture.

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<PAGE>

                  (b)      Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall
include (in form reasonably satisfactory to the Trustee):

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

                           (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 each
                  such individual, he has made such examination or investigation
                  as is necessary to enable him to express an informed opinion
                  as to whether or not such covenant or condition has been
                  complied with (which, in the case of an Opinion of Counsel,
                  may be limited to reliance on an Officers' Certificate as to
                  matters of fact); and

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

                  SECTION 103.  Form of Documents Delivered to Trustee.

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

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

                  (c)      Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

                  SECTION 104.  Acts of Holders; Record Date.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in

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<PAGE>

person or by any agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. The Trustee shall promptly deliver
to the Company copies of all such instruments delivered to the Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the Act of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 104.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c)      The ownership of Notes (including the principal
amount and serial numbers of Notes held by any Person, and the date of holding
the same) shall be proved by the Note Register.

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

                  (e)      The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Notes entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders of Notes; provided that the Company may not set a record date
for, and the provisions of this subsection shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to in
subsection (f). If not set by the Company prior to the first solicitation of a
Holder made by any Person in respect of any such matter referred to in the
foregoing sentence, the record date for any such matter shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701) prior to such first solicitation. If any
record date is set pursuant to this subsection, the Holders of Outstanding Notes
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Notes on such record date. Nothing in this subsection (e)
shall be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
subsection (e) (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing

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<PAGE>

in this subsection shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Notes on the date
such action is taken. Promptly after any record date is set pursuant to this
subsection, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Notes in the
manner set forth in Section 106.

                  (f)      The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Notes entitled to join in the
giving or making of (1) any Notice of Default, (2) any declaration of
acceleration referred to in Section 502, (3) any request to institute
proceedings referred to in clause 507(a)(2) or (4) any direction referred to in
Section 512. If any record date is set pursuant to this subsection, the Holders
of Outstanding Notes on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Notes on such record date. Nothing in this subsection shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this subsection (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this subsection shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Notes on the date such action is taken. Promptly
after any record date is set pursuant to this subsection, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Notes in the manner set forth in Section 106.

                  (g)      With respect to any record date set pursuant to this
Section 104, the party hereto which sets such record date may designate any day
as the "Expiration Date" and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Notes in the manner set forth in Section 106, on
or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section 104, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this subsection. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

                  (h)      Without limiting the foregoing provisions, a Holder
entitled hereunder to take any action hereunder with regard to any particular
Note may do so with regard to all or any part of the principal amount of such
Note or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount.

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<PAGE>

                  SECTION 105.  Notices, Etc., to Trustee and Company.

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

                  (a)      the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department.

                  (b)      the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the Recitals
to this Indenture or at any other address previously furnished in writing to the
Trustee by the Company.

                  SECTION 106.  Notice to Holders; Waiver.

                  (a)      Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by hand or overnight courier, to each Holder affected by such event,
at his address as it appears in the Note Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice, with a copy to Trustee at the same time, and
delivered to the Trustee in the manner provided in clause (a) of Section 105. In
any case where notice to Holders is given by mail, neither the failure to mail
or deliver by hand or overnight courier such notice, nor any defect in any
notice so mailed or delivered by hand or overnight courier, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

                  (b)      In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

                  SECTION 107.  Conflict with Trust Indenture Act.

                  Until such time as this Indenture shall be qualified under the
Trust Indenture Act, this Indenture, the Company and the Trustee shall be deemed
for all purposes hereof to be subject to and governed by the Trust Indenture Act
to the same extent as would be the case if this Indenture were so qualified on
the date hereof. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or

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                                       46

<PAGE>

excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

                  SECTION 108.  Effect of Headings and Table of Contents.

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

                  SECTION 109.  Successors and Assigns.

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

                  SECTION 110.  Separability Clause.

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

                  SECTION 111.  Benefits of Indenture.

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

                  SECTION 112.  Governing Law.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 113.  Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date,
Purchase Date or Stated Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Notes) payment
of interest or principal (and premium, if any) need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date, Redemption Date or Purchase
Date, or at the Stated Maturity, provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Purchase
Date or Stated Maturity, as the case may be if and to the extent the required
payment is made on the next succeeding Business Day.

                  SECTION 114.  Indenture and Securities Solely Corporate
Obligations.

                  No recourse for the payment of the principal of or premium, if
any, or interest on the Notes, or for any claim based thereon or otherwise in
respect thereof, and no recourse under

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                                       47

<PAGE>

or upon any obligation, covenant or agreement of the Company or the Notes
Guarantors in this Indenture or in any supplemental indenture or in any Note or
Notes Guarantee, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, or director or subsidiary, as such, past, present or future, of the
Company or the Notes Guarantors or of any successor corporation, either directly
or through the Company or the Notes Guarantors or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes and Notes Guarantees.

                  SECTION 115.  Counterparts.

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

                                  ARTICLE TWO
                                   NOTE FORMS

                  SECTION 201. Forms Generally.

                  (a)      The Notes and the Trustee's certificates of
authentication shall be in substantially the form of Exhibit A attached hereto,
the terms of which are incorporated in and made a part of this Indenture. The
Exchange Notes shall be in the same form as the Notes, but shall not include the
legend in the first paragraph of Section 202 and shall not be subject to the
transfer restrictions set forth in Section 305(b)(2). Each Note shall include
the Notes Guarantee in the form of Exhibit E attached hereto, executed by the
Notes Guarantors existing on the date of issuance of such Note, the terms of
which are incorporated in and made a part of this Indenture. The Notes may have
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange, any
organizational document or governing instrument or applicable law, or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of a Note may
be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Note.

                  (b)      The definitive Notes shall be printed or produced in
any other manner, provided that such manner is permitted by the rules of any
securities exchange on which the Notes may be listed, all as determined by the
Officers executing such Notes, as evidenced by their execution of such Notes.

                  (c)      Upon their original issuance, Rule 144A Notes shall
be issued in the form of one or more Global Notes registered in the name of The
Depositary Trust Company, a New York Corporation (including its direct and
indirect participants, "DTC"), as Depositary, or its nominee and deposited with
the Trustee, as custodian for DTC, for credit by DTC to the respective accounts
of beneficial owners of the Notes represented thereby (or such other

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                                       48

<PAGE>

accounts as they may direct). Such Global Notes, together with their Successor
Notes (to the extent issued in the form of a Global Note other than the
Regulation S Global Note), are collectively herein called the "Restricted Global
Note". The aggregate principal amount of the Restricted Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, in connection with a corresponding
decrease or increase in the aggregate principal amount of the Regulation S
Global Note, as provided in Section 305.

                  (d)      Upon their original issuance, Regulation S Notes
(herein called the "Regulation S Global Note") shall be issued in the form of
one or more Global Notes registered in the name of DTC, as Depositary, or its
nominee and deposited with the Trustee at its Corporate Trust Office, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Notes represented thereby (or such other accounts as such
beneficial owners may direct) in accordance with the rules thereof. The
aggregate principal amount of the Regulation S Global Note may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, in connection with a corresponding decrease or
increase in the aggregate principal amount of the Restricted Global Note, as
provided in Section 305.

                  (e)      Beneficial interests in the Regulation S Global Note
may only be held through Euroclear and Clearstream until the expiration of the
Distribution Compliance Period as provided in Section 305(b)(2)(D).

                  SECTION 202.  Restrictive Legends.

                  [INCLUDE IF NOTE IS A RESTRICTED NOTE OR A REGULATION S NOTE -
THIS NOTE AND THE ASSOCIATED GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION 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 ACQUIRING 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 AND OTHER
JURISDICTIONS.]

                  [INCLUDE IF NOTE IS A GLOBAL NOTE - THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE

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                                       49

<PAGE>

THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

                  [INCLUDE IF NOTE IS A GLOBAL NOTE AND THE DEPOSITORY TRUST
COMPANY IS THE DEPOSITARY - UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (INCLUDING ITS DIRECT ANY INDIRECT PARTICIPANTS, "DTC"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]

                  [INCLUDE IF THE NOTES ARE SECURED BY REAL PROPERTY COLLATERAL
LOCATED IN THE STATE OF CALIFORNIA - THE HOLDER OF THIS NOTE HEREBY AGREES THAT,
OTHER THAN IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE (INCLUDING SECTION
512) AND THE TERMS OF THE SECURITY DOCUMENTS, IT WILL NOT INSTITUTE ANY
PROCEEDINGS, JUDICIAL OR OTHERWISE, WITH RESPECT TO ANY REMEDY IT MAY HAVE
AGAINST THE COMPANY OR ANY NOTES GUARANTOR, INCLUDING THE RIGHT OF SET-OFF,
WHILE REAL PROPERTY IN THE STATE OF CALIFORNIA COMPRISES PART OF THE
COLLATERAL.]

                                 ARTICLE THREE
                                    THE NOTES

                  SECTION 301.  Title and Terms.

                  (a)      Subject to the provisions of this Indenture and
applicable law, the aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is unlimited. The Company may
issue Exchange Notes from time to time pursuant to an exchange offer, in each
case pursuant to a Board Resolution and subject to Section 303, in authorized
denominations in exchange for a like principal amount of Original Notes and
Additional Notes, if any. Upon any such exchange, the Original Notes shall be
cancelled in accordance with Section 309 and shall no longer be deemed
Outstanding for any purpose. The Company may from time to time issue Additional
Notes pursuant to a Board Resolution and subject to Section 312.

                  (b)      The Notes (including Additional Notes) shall be known
and designated as the "10.375% Senior Secured Notes due January 15, 2010" of the
Company. Their final maturity date shall be January 15, 2010 and they shall bear
interest at the rate of 10.375% per annum, from December 23, 2002, or from the
most recent Interest Payment Date to which interest has

Indenture

                                       50

<PAGE>

been paid or duly provided for, as the case may be, regardless of when issued,
payable semi-annually in arrears on January 15 and July 15, commencing July 15,
2003, until the principal thereof is paid or made available for payment.
Notwithstanding the foregoing, Special Interest shall be payable on the Notes
under the circumstances and in the manner specified in the Registration Rights
Agreement. Accrued Special Interest, if any, shall be paid in cash in arrears
semi-annually on January 15 and July 15 of each year. Whenever in this Indenture
there is mentioned, in any context, interest on, or in respect of, any Note,
such mention shall be deemed to include mention of Special Interest to the
extent that, in such context, Special Interest is, was or would be accrued or
payable in respect thereof and express mention of Special Interest in any
provisions hereof shall not be construed as excluding Special Interest in those
provisions hereof where such express mention is not made.

                  (c)      The principal of (and premium, if any) and interest
on the Notes shall be payable at the office or agency of the Company in The City
of New York, New York, maintained for such purpose or at any other office or
agency maintained by the Company for such purpose (which shall initially be an
office or agency of the Trustee); provided, however, that at the option of the
Company interest may be paid (1) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register or (2) by
wire transfer to an account located in the United States maintained by the
payee.

                  (d)      Holders shall have the right to require the Company
to purchase their Notes, in whole or in part, in the event of a Change of
Control pursuant to Section 1015. The Notes shall be subject to repurchase by
the Company pursuant to a Prepayment Offer as provided in Sections 1013.

                  (e)      The Notes shall be redeemable as provided in Article
Twelve and in the Notes.

                  (f)      The due and punctual payment of principal of, and
premium, if any, and interest on the Notes payable by the Company is irrevocably
and unconditionally guaranteed, to the extent set forth herein, by each of the
Notes Guarantors.

                  (g)      The Notes shall be subject to defeasance at the
option of the Company as provided in Article Fourteen.

                  (h)      The Notes do not have the benefit of any sinking fund
obligation.

                  (i)      Unless the context otherwise requires, the Original
Notes, the Additional Notes and the Exchange Notes shall constitute one class
and series of securities for all purposes under this Indenture, including with
respect to any amendment, waiver, acceleration or other Act of Holders or,
redemption, Prepayment Offer or Change of Control Offer.

                  SECTION 302. Denominations.

                  The Notes shall be issuable only in registered form without
coupons and only in principal amounts of $1,000 at maturity and any integral
multiple thereof.

                  SECTION 303. Execution, Authentication, Delivery and Dating.

Indenture

                                       51

<PAGE>

                  (a)      The Notes shall be executed on behalf of the Company
by any two of the Chairman of the Board, its Chief Executive Officer, its
President, its Chief Financial Officer, its Corporate Secretary, any Vice
President, any Assistant Secretary, the Treasurer or any Assistant Treasurer.
The signature of any of these officers on the Notes may be manual or facsimile.

                  (b)      Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.

                  (c)      At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Original Notes or
Additional Notes (subject to Section 312) executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Original Notes or Additional Notes; and the Trustee or
Authenticating Agent in accordance with such Company Order shall authenticate
and deliver such Original Notes or Additional Notes as in this Indenture
provided and not otherwise.

                  (d)      At any time and from time to time after the execution
and delivery of this Indenture and after the effectiveness of a registration
statement under the Securities Act with respect thereto, the Company may deliver
Exchange Notes executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Exchange Notes and like principal amount of Original Notes or Additional Notes
for cancellation in accordance with Section 309, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Notes. Each such
Company Order shall be accompanied by an Opinion of Counsel stating in substance
that the issuance of such Exchange Notes have been duly authorized, executed and
delivered and are enforceable, and that the Company is duly incorporated and in
good standing, subject to customary exceptions and limitations.

                  (e)      Each Note shall be dated the date of its
authentication.

                  (f)      No Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Note a certificate of authentication substantially in the form provided for on
the form of Note attached hereto as Exhibit A, executed by the Trustee or
Authenticating Agent by manual or facsimile signature, and such certificate upon
any Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder.

                  (g)      In the case of any transaction that satisfies the
requirements of Section 801 in which the Company is not the Surviving Person,
any of the Notes authenticated or delivered prior to such transaction may, from
time to time, at the request of the Surviving Person, be exchanged for other
Notes executed in the name of the Surviving Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Note surrendered for such exchange and of like principal amount;
and the Trustee upon Company Order of the Surviving Person, shall authenticate
and deliver replacement Notes as specified in such request for the purpose of
such exchange. If replacement Notes shall at any time be authenticated and
delivered in any new name of a Surviving Person pursuant to this Section 303

Indenture

                                       52

<PAGE>

in exchange or substitution for or upon registration of transfer of any Notes,
such Surviving Person, at the option of any Holder but without expense to such
Holder, shall provide for the exchange of all Notes at the time outstanding held
by such Holder for Notes authenticated and delivered in such new name.

                  SECTION 304.  Temporary Notes.

                  (a)      Pending the preparation of definitive Notes, the
Company may execute, and upon Company Order the Trustee or Authenticating Agent
shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Note may determine, as evidenced by
their execution of such Notes.

                  (b)      If temporary Notes are issued, the Company will cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at any office or agency
of the Company designated pursuant to Section 1002, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes the
Company shall execute and the Trustee or Authenticating Agent shall authenticate
and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

                  SECTION 305.  Registration, Registration of Transfer and
Exchange Generally; Certain Transfers and Exchanges; Securities Act Legend.

                  (a) General Provisions Regarding Registration and Registration
of Transfer and Exchange.

                           (1)      The Notes are issuable only in registered
                  form. The Company shall cause to be kept at the Corporate
                  Trust Office of the Trustee a register (the register
                  maintained in such office and in any other office or agency
                  designated pursuant to Section 1002 being herein sometimes
                  collectively referred to as the "Note Register") in which,
                  subject to such reasonable regulations as it may prescribe,
                  the Company shall provide for the registration of Notes and of
                  transfers and exchanges of Notes. The Note Register will be in
                  written form or any other form capable of being converted into
                  written form within a reasonable time. The Trustee is hereby
                  appointed "Note Registrar" for the purpose of registering
                  Notes and transfers and exchanges of Notes as herein provided.
                  Such Note Register shall distinguish between Original Notes,
                  Additional Notes and Exchange Notes.

                           (2)      Subject to the other provisions of this
                  Indenture regarding restrictions on transfer, upon surrender
                  for registration of transfer of any Note at an office or
                  agency of the Company designated pursuant to Section 1002 for
                  such purpose, the Company shall execute, and the Trustee or
                  Authenticating Agent

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                                       53

<PAGE>

                  shall authenticate and deliver, in the name of the designated
                  transferee or transferees, one or more new Notes of any
                  authorized denominations and of a like aggregate principal
                  amount bearing such restrictive legends as may be required by
                  this Indenture.

                           (3)      At the option of the Holder, and subject to
                  the other provisions of this Section 305, Notes may be
                  exchanged for other Notes of any authorized denominations and
                  of a like aggregate principal amount and bearing such
                  restrictive legends as may be required hereunder, upon
                  surrender of the Notes to be exchanged at such office or
                  agency. Whenever any Notes are so surrendered for exchange,
                  and subject to the other provisions of this Section 305, the
                  Company shall execute, and the Trustee or Authenticating Agent
                  shall authenticate and deliver, the Notes which the Holder
                  making the exchange is entitled to receive.

                           (4)      All Notes issued upon any registration of
                  transfer or exchange of Notes shall be the valid obligations
                  of the Company, evidencing the same Debt, and (except for the
                  differences between Original Notes, Additional Notes and
                  Exchange Notes provided for in this Indenture) entitled to the
                  same benefits under this Indenture, as the Notes surrendered
                  upon such registration of transfer or exchange.

                           (5)      Every Note presented or surrendered for
                  registration of transfer or for exchange shall (if so required
                  by the Company or the Note Registrar) be duly endorsed, or be
                  accompanied by a written instrument of transfer in form
                  satisfactory to the Company and the Note Registrar duly
                  executed by the Holder thereof or his attorney duly authorized
                  in writing.

                           (6)      No service charge shall be made for any
                  registration of transfer or exchange of Notes, but the Company
                  may require payment of a sum sufficient to cover any tax or
                  other governmental charge that may be imposed in connection
                  with any registration of transfer or exchange of Notes, other
                  than exchanges pursuant to Section 304, 906 or 1208 or in
                  accordance with any Prepayment Offer pursuant to Section 1013
                  or a Change of Control Offer pursuant to Section 1015, not
                  involving any transfer.

                           (7)      The Company and the Trustee shall not be
                  required (i) to issue, register the transfer of or exchange
                  any Note during a period beginning at the opening of business
                  15 days before the day of the mailing of a notice of
                  redemption of Notes selected for redemption under Section 1204
                  and ending at the close of business on the day of such
                  mailing, or (ii) to register the transfer of or exchange any
                  Note so selected for redemption in whole or in part, except
                  the unredeemed portion of any Note being redeemed in part.

                           (8)      No exchange of Original Notes or Additional
                  Notes for Exchange Notes shall occur until a Registration
                  Statement shall have been declared effective by the Commission
                  in accordance with the Registration Rights Agreement and

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                                       54

<PAGE>

                  remains effective at the time of such exchange of such
                  Original Notes or Additional Notes for Exchange Notes and any
                  Notes that are exchanged for Exchange Notes shall be cancelled
                  by the Trustee.

                  (b)      Certain Transfers and Exchanges.

                           (1)      Notwithstanding any other provisions of this
                  Indenture or the Notes, transfers and exchanges of Notes and
                  beneficial interests in a Global Note of the kinds specified
                  in this subsection 305(b) shall be made only in accordance
                  with this subsection 305(b). Transfers and exchanges subject
                  to this subsection 305(b) shall also be subject to the other
                  provisions of this Indenture that are not inconsistent with
                  this subsection 305(b).

                           (2)      Unless and until (A) an Original Note is
                  sold under an effective Registration Statement, or (B) an
                  Original Note is exchanged for an Exchange Note in connection
                  with an effective Registration Statement, pursuant to the
                  Registration Rights Agreement, the following provisions shall
                  apply:

                                    (A)      Restricted Global Note to
                           Regulation S Global Note. Subject to Section 201(e),
                           if the holder of a beneficial interest in a
                           Restricted Global Note wishes at any time to transfer
                           such interest to a Person who is required or
                           permitted to take delivery thereof in the form of a
                           beneficial interest in a Regulation S Global Note,
                           such transfer may be effected, subject to the rules
                           and procedures of the Depositary, Euroclear and
                           Clearstream, in each case to the extent applicable
                           (the "Applicable Procedures"), only in accordance
                           with the provisions of this subclause 305(b)(2)(A).
                           Upon receipt by the Trustee, as Note Registrar, of
                           (as applicable) (A) written instructions given in
                           accordance with the Applicable Procedures from any
                           member of, or direct participants in, the Depositary
                           ("Agent Members") directing the Trustee to credit or
                           cause to be credited to a specified Agent Member's
                           account a beneficial interest in such Regulation S
                           Global Note in a principal amount equal to that of
                           the beneficial interest in the Restricted Global Note
                           to be so transferred and debited, (B) a written order
                           given in accordance with the Applicable Procedures
                           containing information regarding the account of the
                           Agent Member (and the Euroclear or Clearstream
                           account, as the case may be) to be credited with, and
                           the account of the Agent Member to be debited for,
                           such beneficial interest and (C) a Regulation S
                           Certificate, substantially in the form of Exhibit B
                           hereto given by the holder of such beneficial
                           interest, the principal amount of such Restricted
                           Global Note shall be reduced, and the principal
                           amount of such Regulation S Global Note shall be
                           increased, by the principal amount of the beneficial
                           interest in the Restricted Global Note to be so
                           transferred, in each case by means of an appropriate
                           adjustment on the records of the Trustee, as Note
                           Registrar, and the Trustee, as Note Registrar, shall
                           instruct the Depositary or its authorized
                           representative to make a corresponding adjustment to
                           its records and to credit or cause to be credited to
                           the account of the Person

Indenture

                                       55

<PAGE>

                           specified in such instructions (which shall be the
                           Agent Member for Euroclear or Clearstream or both, as
                           the case may be) a beneficial interest in the
                           Regulation S Global Note having a principal amount
                           equal to the amount so transferred and debit or cause
                           to be debited the Restricted Global Note.

                                    (B)      Regulation S Global Note to
                           Restricted Global Note. Subject to Section 201(e), if
                           the holder of a beneficial interest in Regulation S
                           Global Note wishes at any time to transfer such
                           interest to a Person who is required or permitted to
                           take delivery thereof in the form of a beneficial
                           interest in a Restricted Global Note, such transfer
                           may be effected, subject to the Applicable
                           Procedures, only in accordance with this subclause
                           305(b)(2)(B) provided that no transfers from a
                           Regulation S Global Note to a Restricted Global Note
                           shall be allowed during the Distribution Compliance
                           Period. Upon receipt by the Trustee, as Note
                           Registrar, of (as applicable) (A) written
                           instructions given in accordance with the Applicable
                           Procedures from an Agent Member directing the Trustee
                           to credit or cause to be credited to a specified
                           Agent Member's account a beneficial interest in a
                           Restricted Global Note in a principal amount equal to
                           that of the beneficial interest in a Regulation S
                           Global Note to be so transferred and debited, (B) a
                           written order given in accordance with the Applicable
                           Procedures containing information regarding the
                           account of the Agent Member to be credited with, and
                           the account of the Agent Member (and, if applicable,
                           the Euroclear or Clearstream account, as the case may
                           be) to be debited for, such beneficial interest and
                           (C) a Restricted Notes Certificate, substantially in
                           the form of Exhibit C hereto given by the holder of
                           such beneficial interest, the principal amount of
                           such Restricted Global Note shall be increased, and
                           the principal amount of such Regulation S Global Note
                           shall be decreased, by the principal amount of the
                           beneficial interest in the Regulation S Global Note
                           to be so transferred, in each case by means of an
                           appropriate adjustment on the records of the Trustee,
                           as Note Registrar, and the Trustee, as Note
                           Registrar, shall instruct the Depositary or its
                           authorized representative to make a corresponding
                           adjustment to its records and to credit or cause to
                           be credited to the account of the Person specified in
                           such instructions a beneficial interest in such
                           Restricted Global Note having a principal amount
                           equal to the amount so transferred and debit or cause
                           to be debited the Regulation S Global Note.

                                    (C)      Exchanges between Global Note and
                           Non-Global Note. Subject to Section 201(e), a
                           beneficial interest in a Global Note may be exchanged
                           for a Note that is not a Global Note as provided in
                           this Section 305, provided that, if such interest is
                           a beneficial interest in a Restricted Global Note or
                           a Regulation S Global Note, then such interest shall
                           be exchanged for a Restricted Note or a Regulation S
                           Note, as the case may be (subject in each case to
                           Section 305(c)).

Indenture

                                       56

<PAGE>

                                    (D)      Regulation S Global Note to be Held
                           Through Euroclear or Clearstream during Distribution
                           Compliance Period. The Company shall use its best
                           efforts to cause the Depositary for the Regulation S
                           Global Note to ensure that beneficial interests in
                           the Regulation S Global Note may be held only in or
                           through accounts maintained at the Depositary by
                           Euroclear or Clearstream (or by Agent Members acting
                           for the account thereof) until the expiration of the
                           Distribution Compliance Period, and no person shall
                           be entitled to effect any transfer or exchange that
                           would result in any such interest being held
                           otherwise than in or through such an account until
                           the expiration of the Distribution Compliance Period;
                           provided that this subclause 305(b)(2)(D) shall not
                           prohibit any transfer or exchange of such an interest
                           in accordance with subclause 305(b)(2)(A) above.

                  (c)      Securities Act Legends. Rule 144A Notes and their
Successor Notes shall bear a Restricted Notes Legend and Regulation S Notes and
their Successor Notes shall bear a Regulation S Legend, subject to the following
clauses (1) through (9) of this Section 305(c):

                           (1)      a Note or any portion thereof which is
                  exchanged, upon transfer or otherwise, for a Global Note or
                  any portion thereof shall bear the Securities Act Legend borne
                  by such Global Note while represented thereby;

                           (2)      a new Note which is not a Global Note and is
                  issued in exchange for another Note (including a Global Note)
                  or any portion thereof, upon transfer or otherwise, shall bear
                  the Securities Act Legend borne by such other Note, provided
                  that, if such new Note is required pursuant to subclause
                  305(b)(2)(C) to be issued in the form of a Restricted Note, it
                  shall bear a Restricted Notes Legend and if such new Note is
                  so required to be issued in the form of a Regulation S Note,
                  it shall bear a Regulation S Legend;

                           (3)      Notes that are sold or otherwise disposed of
                  pursuant to an effective registration statement under the
                  Securities Act (including the Shelf Registration Statement)
                  and Successor Notes shall not bear a Securities Act Legend;

                           (4)      at any time after the Notes may be freely
                  transferred without registration under the Securities Act or
                  without being subject to transfer restrictions pursuant to the
                  Securities Act, a new Note which does not bear a Securities
                  Act Legend may be issued in exchange for or in lieu of a Note
                  (other than a Global Note) or any portion thereof which bears
                  such a legend if the Trustee has received an Unrestricted
                  Notes Certificate, substantially in the form of Exhibit D
                  hereto, satisfactory to the Trustee and duly executed by the
                  Holder of such legended Note or his attorney duly authorized
                  in writing, and after such date and receipt of such
                  Unrestricted Notes Certificate, the Trustee or Authenticating
                  Agent shall authenticate and make available for delivery such
                  a new Note in exchange for or in lieu of such other Note as
                  provided in this Article Three

Indenture

                                       57

<PAGE>

                  provided that, the Trustee, if it deems reasonably necessary
                  or appropriate, may request an Opinion of Counsel in
                  connection therewith;

                           (5)      a new Note which does not bear a Securities
                  Act Legend may be issued in exchange for or in lieu of a Note
                  (other than a Global Note) or any portion thereof which bears
                  such a legend if, in the Company's judgment, placing such a
                  legend upon such new Note is not necessary to ensure
                  compliance with the registration requirements of the
                  Securities Act, and the Trustee or Authenticating Agent, at
                  the direction of the Company, shall authenticate and deliver
                  such a new Note as provided in this Article Three provided
                  that, the Trustee, if it deems reasonably necessary or
                  appropriate, may request an Opinion of Counsel in connection
                  with such direction;

                           (6)      notwithstanding the foregoing provisions of
                  this Section 305(c), a Successor Note of a Note that does not
                  bear a particular form of Securities Act Legend shall not bear
                  such form of legend unless the Company has reasonable cause to
                  believe that such Successor Note is a "restricted security"
                  within the meaning of Rule 144, in which case the Trustee, at
                  the direction of the Company, shall authenticate and deliver a
                  new Note bearing a Restricted Notes Legend in exchange for
                  such Successor Note as provided in this Article Three;

                           (7)      Exchange Notes and their respective
                  Successor Notes shall not bear a Securities Act Legend;

                           (8)      each Holder of a Note agrees to indemnify
                  the Trustee and Authenticating Agent against any liability
                  that may result from the transfer, exchange or assignment of
                  such Holder's Note in violation of any provision of this
                  Indenture and/or applicable United States federal or state
                  securities law; and

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

                  (d)      Provisions Applying to Global Notes. The provisions
of clauses (1), (2), (3), (4) and (5) of this subsection (d) shall apply only to
Global Notes:

                           (1)      Each Global Note authenticated under this
                  Indenture shall be registered in the name of the Depositary
                  designated by the Company or a nominee thereof and delivered
                  to the Trustee custodian therefor, and each such Global Note
                  shall constitute a single Note for all purposes of this
                  Indenture.

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                                       58

<PAGE>

                           (2)      Notwithstanding any other provision in this
                  Indenture or the Notes, no Global Note may be exchanged in
                  whole or in part for Notes, and no transfer of a Global Note
                  in whole or in part may be registered in the name of any
                  Person other than the Depositary or a nominee thereof unless
                  (A) the Depositary (i) has notified the Company that it is
                  unwilling or unable to continue as Depositary for such Global
                  Note or (ii) has ceased to be a clearing agency registered
                  under the Exchange Act, and in either case the Company
                  thereupon fails to appoint a successor depositary within 90
                  days of such notice, or (B) there shall have occurred and be
                  continuing an Event of Default with respect to such Global
                  Note and the Depositary has requested such transfer or
                  exchange in writing.

                           (3)      If any Global Note is to be exchanged for
                  other Notes or cancelled in whole, it shall be surrendered by
                  or on behalf of the Depositary or its nominee to the Trustee,
                  as Note Registrar, for exchange or cancellation as provided in
                  this Article Three. If any Global Note is to be exchanged for
                  other Notes or cancelled in part, or if another Note is to be
                  exchanged in whole or in part for a beneficial interest in any
                  Global Note, then either (A) such Global Note shall be so
                  surrendered for exchange or cancellation as provided in this
                  Article Three or (B) the principal amount thereof shall be
                  reduced or increased by an amount equal to the portion thereof
                  to be so exchanged or cancelled, or equal to the principal
                  amount of such other Note to be so exchanged for a beneficial
                  interest therein, as the case may be, by means of an
                  appropriate adjustment made on the records of the Trustee, as
                  Note Registrar, whereupon the Trustee, in accordance with the
                  Applicable Procedures, shall instruct the Depositary or its
                  authorized representative to make a corresponding adjustment
                  to its records. Upon any such surrender or adjustment of a
                  Global Note, the Trustee shall, subject to Section 305(b) and
                  as otherwise provided in this Article Three, authenticate and
                  deliver any Notes issuable in exchange for such Global Note
                  (or any portion thereof) to or upon the order of, and
                  registered in such names as may be directed by, the Depositary
                  or its authorized representative. Upon the request of the
                  Trustee in connection with the occurrence of any of the events
                  specified in the preceding paragraph, the Company shall
                  promptly make available to the Trustee a reasonable supply of
                  Notes that are not in the form of Global Notes. The Trustee
                  shall be entitled to rely upon any order, direction or request
                  of the Depositary or its authorized representative which is
                  given or made pursuant to this Article Three if such order,
                  direction or request is given or made in accordance with the
                  Applicable Procedures and in accordance with all applicable
                  laws.

                           (4)      Every Note authenticated and delivered upon
                  registration of transfer of, or in exchange for or in lieu of,
                  a Global Note or any portion thereof, whether pursuant to this
                  Article Three or otherwise, shall be authenticated and
                  delivered in the form of, and shall be, a Global Note, unless
                  such Note is registered in the name of a Person other than the
                  Depositary for such Global Note or a nominee thereof.

                           (5)      The Depositary or its nominee, as registered
                  owner of a Global Note, shall be the Holder of such Global
                  Note for all purposes under this

Indenture

                                       59

<PAGE>

                  Indenture and the Notes and owners of beneficial interests in
                  a Global Note shall hold such interests pursuant to the
                  Applicable Procedures. Accordingly, any such owner's
                  beneficial interest in a Global Note will be shown only on,
                  and the transfer of such interest shall be effected only
                  through, records maintained by the Depositary or its nominee
                  or its Agent Members.

                  SECTION 306.  Mutilated, Destroyed, Lost and Stolen Notes.

                  (a)      If any mutilated Note is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Note of like tenor and principal amount and bearing a
number not contemporaneously outstanding:

                           (1)      If there shall be delivered to the Company
                  and the Trustee (A) evidence to their satisfaction of the
                  destruction, loss or theft of any Note and (B) such security
                  or indemnity as may be required by them to save each of them
                  and any agent of either of them harmless, then, in the absence
                  of notice to the Company or the Trustee that such Note has
                  been acquired by a bona fide purchaser, the Company shall
                  execute and upon its request the Trustee or Authenticating
                  Agent shall authenticate and deliver, in lieu of any such
                  destroyed, lost or stolen Note, a new Note of like tenor and
                  principal amount and bearing a number not contemporaneously
                  outstanding; and

                           (2)      In case any such mutilated, destroyed, lost
                  or stolen Note has become or is about to become due and
                  payable, the Company in its discretion may, instead of issuing
                  a new Note, pay such Note.

                  (b)      Upon the issuance of any new Note under this Section
306, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  (c)      Every new Note issued pursuant to this Section 306 in
lieu of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

                  (d)      The provisions of this Section 306 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

                  SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

Indenture

                                       60

<PAGE>

                  (b)      Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder on such
date, and such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in clause (1) or (2) of this subsection:

                           (1)      The Company may elect to make payment of any
                  Defaulted Interest to the Persons in whose names the Notes (or
                  their respective Predecessor Notes) are registered at the
                  close of business on a "Special Record Date" for the payment
                  of such Defaulted Interest, which shall be fixed in the
                  following manner. The Company shall notify the Trustee in
                  writing of the amount of Defaulted Interest proposed to be
                  paid on each Note and the date of the proposed payment, and at
                  the same time the Company shall deposit with the Trustee an
                  amount of money equal to the aggregate amount proposed to be
                  paid in respect of such Defaulted Interest or shall make
                  arrangements satisfactory to the Trustee for such deposit
                  prior to the date of the proposed payment, such money when
                  deposited to be held in trust for the benefit of the Persons
                  entitled to such Defaulted Interest as in this clause
                  provided. Thereupon the Trustee shall fix a Special Record
                  Date for the payment of such Defaulted Interest which shall be
                  not more than 15 days and not less than 10 days prior to the
                  date of the proposed payment and not less than 10 days after
                  the receipt by the Trustee of the notice of the proposed
                  payment. The Trustee shall promptly notify the Company of such
                  Special Record Date and, in the name and at the expense of the
                  Company, shall cause notice of the proposed payment of such
                  Defaulted Interest and the Special Record Date therefor to be
                  mailed, first-class postage prepaid, to each Holder at his
                  address as it appears in the Note Register, not less than 10
                  days prior to such Special Record Date. Notice of the proposed
                  payment of such Defaulted Interest and the Special Record Date
                  therefor having been so mailed, such Defaulted Interest shall
                  be paid to the Persons in whose names the Notes (or their
                  respective Predecessor Notes) are registered at the close of
                  business on such Special Record Date and shall no longer be
                  payable pursuant to clause (2) of this subsection.

                           (2)      The Company may make payment of any
                  Defaulted Interest in any other lawful manner not inconsistent
                  with the requirements of any securities exchange on which the
                  Notes may be listed, and upon such notice as may be required
                  by such exchange, if, after notice given by the Company to the
                  Trustee of the proposed payment pursuant to this clause, such
                  manner of payment shall be deemed practicable by the Trustee
                  in its reasonable judgment.

                  (c)      Subject to the foregoing provisions of this Section
307, each Note delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Note.

                  SECTION 308.  Persons Deemed Owners.

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                  Prior to due registration of any Note for transfer by a Holder
as provided in Section 305, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on such
Note and for all other purposes whatsoever, whether or not such Note be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. None of the Company, the Notes
Gutarantors, the Trustee or any agent of the Company, the Notes Guarantors or
the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Note in global form, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Note in global form, nothing herein shall prevent
the Company or the Trustee, or any agent of the Company or the Trustee, from
giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Note in global form and nothing herein shall impair, as between such Depositary
and owners of beneficial interests in such Note in global form, the operation of
customary practices governing the exercise of the rights of such Depositary (or
its nominee) as a Holder of such Note in global form.

                  SECTION 309.  Cancellation.

                  All Notes surrendered for payment, redemption, registration of
transfer or exchange or for credit against any Prepayment Offer pursuant to
Section 1013 or Change of Control Offer pursuant to Section 1015 shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee or Authenticating Agent for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee. If the Company shall so acquire any of the Notes, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation. No Notes shall be authenticated in lieu of or
in exchange for any Notes cancelled as provided in this Section 309, except as
expressly permitted by this Indenture. All cancelled Notes held by the Trustee
shall be disposed of by the Trustee in accordance with its customary procedures
and certification of their disposal delivered to the Company unless by Company
Order the Company shall direct that cancelled Notes be returned to it.

                  SECTION 310.  Computation of Interest.

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

                  SECTION 311. CUSIP Numbers.

                  The Company in issuing the Notes may use "CUSIP," or "ISIN"
numbers (if then generally in use) and the Trustee shall use CUSIP, or ISIN
numbers, as the case may be, in notices of redemption, exchange and other
notices to Holders as a convenience to Holders;

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provided, however, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption or other notice and that reliance may be
placed only on the other identification numbers printed on the Notes, and any
such redemption or notice shall not be affected by any defect in or such
omission of such numbers. The Company shall promptly notify the Trustee of any
change in CUSIP, or ISIN numbers for the Notes.

                  SECTION 312.  Issuance of Additional Notes.

                  (a)      Additional Notes ranking pari passu with the Notes
issued the date hereof may be created and issued from time to time by the
Company without notice to or consent of the Holders and shall be consolidated
with and form a single series with the Notes initially issued and shall have the
same terms as to status, redemption or otherwise as the Notes originally issued;
provided, however, that the Company's ability to issue Additional Notes shall be
subject to the Company's compliance with Section 1008. Any Additional Notes
shall be issued pursuant to an indenture supplemental to this Indenture
specifying the amount of Additional Notes being issued.

                  (b)      At any time and from time to time after the execution
and delivery of this Indenture, the Company may, pursuant to a Board Resolution,
deliver Additional Notes executed by the Company to the Trustee or
Authenticating Agent for authentication, together with a Company Order for the
authentication and delivery of such Additional Notes, an Officers' Certificate
stating that the issuance of such Additional Notes will not result in a breach
or violation of any of the covenants contained in this Indenture and that all
conditions precedent to such issuance, authentication and delivery of Additional
Notes in this Indenture have been fully complied with and satisfied, and the
Trustee or Authenticating Agent in accordance with the Company Order shall
authenticate and deliver such Notes. Prior to authenticating such Additional
Notes, and accepting any additional responsibilities under this Indenture in
relation to such Notes, the Trustee and any Authenticating Agent shall be
entitled to receive, if requested, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating in substance that the
issuance of such Additional Notes will not result in a breach or violation of
any of the covenants contained in this Indenture and as to the due
authorization, execution and delivery of the Additional Notes, the
enforceability of the Additional Notes, and the duly incorporated status and
good standing of the Company, subject to customary exceptions and carve-outs.

                  SECTION 313.  Designation of Notes as Senior Debt

                  The Notes are designated senior debt for purposes of the
Convertible Debentures issued by the Company. The Notes Guaranty by SCI Systems,
Inc. is designated senior debt for purposes of the 3% Convertible Subordinated
Notes Due 2007 issued by SCI Systems, Inc.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

                  SECTION 401.  Satisfaction and Discharge of Indenture.

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                  (a)      This Indenture shall be discharged and shall cease to
be of further effect (except as to any surviving rights of registration of
transfer or exchange of the Notes herein expressly provided for) as to all
Outstanding Notes and the Collateral shall be released from the Security
Interest in favor of the Holders, and the Trustee, upon a Company Order and at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture and shall instruct the Second Lien
Collateral Trustee to release of the Collateral from the Security Interest in
accordance with Section 1102; when:

                           (1)      either:

                                    (A)      all Notes theretofore authenticated
                           and delivered (other than (i) Notes which have been
                           destroyed, lost or stolen and which have been
                           replaced or paid as provided in Section 306 and (ii)
                           Notes for whose payment money has theretofore been
                           deposited in trust or segregated and held in trust by
                           the Company and thereafter repaid to the Company or
                           discharged from such trust, as provided in Section
                           1003) have been delivered to the Trustee for
                           cancellation; or

                                    (B)      all such Notes not theretofore
                           delivered to the Trustee for cancellation:

                                             (i)      have become due and
                                    payable, or

                                             (ii)     will become due and
                                    payable at their Stated Maturity within one
                                    year, or

                                             (iii)    are to be called for
                                    redemption within one year under
                                    arrangements reasonably satisfactory to the
                                    Trustee for the giving of notice of
                                    redemption by the Trustee in the name, and
                                    at the expense, of the Company,

                  and the Company, in the case of subclauses (i), (ii) or (iii),
                  has irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust solely for the benefit of the
                  Holders an amount of cash or U.S. Government Obligations, or a
                  combination thereof, in such amount as will be sufficient
                  without consideration of any reinvestment of interest, to pay
                  and discharge the entire Debt on such Notes not theretofore
                  delivered to the Trustee for cancellation, for principal, and
                  premium, if any, and accrued interest, including Special
                  Interest on such Notes, if any, to the date of such deposit
                  (in the case of Notes which have become due and payable), or
                  to the Stated Maturity or Redemption Date, as the case may be;

                           (2)      no Default or Event of Default under this
                  Indenture shall have occurred and be continuing on the date of
                  the deposit pursuant to subclause (B) of clause (a)(1) of this
                  Section 401, or shall occur as a result of such deposit and
                  such deposit will not result in a breach or violation of, or
                  constitute a default under, any other material instrument to
                  which the Company is a party or by which the Company is bound;

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                           (3)      the Company has paid or caused to be paid
                  all other sums payable hereunder by the Company;

                           (4)      the Company has delivered irrevocable
                  instructions to the Trustee to apply the deposited money and
                  the U.S. Government Obligations, or both, toward the payment
                  of the Notes at the Stated Maturity or on the Redemption Date,
                  as the case may be; and

                           (5)      the Company has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, in each case
                  stating that the Company has complied with all conditions
                  precedent herein provided for relating to the satisfaction and
                  discharge of this Indenture.

                  (b)      Notwithstanding the satisfaction and discharge of
this Indenture pursuant to this Article Four, the obligations of the Company to
the Trustee under Section 607 and, if money shall have been deposited with the
Trustee pursuant to paragraph (B) of clause (a)(1) of this Section 401, the
obligations of the Trustee under Section 402 and clause (e) of Section 1003
shall survive.

                  SECTION 402.  Application of Trust Money.

                  Subject to the provisions of subsection (e) of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, including Special Interest, if any, for whose payment such
money has been deposited with the Trustee.

                                  ARTICLE FIVE
                                    REMEDIES

                  SECTION 501.  Events of Default.

                  (a)      "Event of Default," wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and
whether it be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                           (1)      failure to make the payment of any interest,
                  including Special Interest, on the Notes, when the same
                  becomes due and payable, and such failure continues for a
                  period of 30 days;

                           (2)      failure to make the payment of any principal
                  of, or premium, if any, on, any of the Notes when the same
                  becomes due and payable at its Stated Maturity, upon
                  acceleration, redemption, optional redemption, required
                  repurchase or otherwise;

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                           (3)      failure by the Company or its Restricted
                  Subsidiaries to comply with Article Eight;

                           (4)      failure by the Company or any Restricted
                  Subsidiary to comply with any other covenant or agreement in
                  the Notes or in this Indenture (other than a failure that is
                  the subject of subclauses (1), (2) or (3) of this subsection
                  501(a)) and such failure continues for 30 days after written
                  notice is given to the Company as provided in clause (b) of
                  this Section 501;

                           (5)      a default under any Debt (other than
                  Disqualified Stock with respect to which the sole remedy for
                  any default thereunder is a right to elect one or more
                  additional members to the board of directors of the issuer of
                  the Disqualified Stock) by the Company or any Restricted
                  Subsidiary that results in acceleration of the maturity of
                  such Debt, or failure to pay any such Debt at maturity and
                  such defaulted payment at maturity shall not have been made,
                  waived or extended within the applicable grace period related
                  to any such payment default, in an aggregate amount greater
                  than $50.0 million or its foreign currency equivalent at the
                  time;

                           (6)      failure by the Company or the Restricted
                  Subsidiaries that individually or in the aggregate would
                  constitute a Significant Subsidiary to pay final judgments for
                  the payment of money in an aggregate amount in excess of $50.0
                  million (or its foreign currency equivalent at the time) that
                  shall not be waived, satisfied or discharged for any period of
                  60 consecutive days during which a stay of enforcement shall
                  not be in effect;

                           (7)      either the Company or the Restricted
                  Subsidiaries that individually or in the aggregate would
                  constitute a Significant Subsidiary:

                                    (A)      commences or commence a voluntary
                           case or proceeding under any applicable bankruptcy,
                           insolvency, reorganization or other similar law or
                           any other case or proceeding to be adjudicated a
                           bankrupt or insolvent;

                                    (B)      consents or consent to the entry of
                           a decree or order for relief in an involuntary case
                           or proceeding against the Company or the Restricted
                           Subsidiaries that individually or in the aggregate
                           would constitute a Significant Subsidiary under any
                           applicable U.S. Federal or State, or other applicable
                           bankruptcy, insolvency, reorganization or other
                           similar law;

                                    (C)      consents or consent to the
                           commencement of any bankruptcy or insolvency case or
                           proceeding against the Company or the Restricted
                           Subsidiaries that individually or in the aggregate
                           would constitute a Significant Subsidiary;

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                                    (D)      files or file a petition or answer
                           or consent seeking reorganization or relief under any
                           applicable U.S. Federal or State, or other applicable
                           law, or consent or consents to the filing of such
                           petition;

                                    (E)      consents or consent to the
                           appointment of, or taking possession by, a custodian,
                           receiver, liquidator, assignee, trustee, sequestrator
                           or similar official of the Company or Restricted
                           Subsidiaries that individually or in the aggregate
                           would constitute a Significant Subsidiary or of
                           substantially all of the property of such entity or
                           entities;

                                    (F)      makes or make an assignment for the
                           benefit of creditors, or admits or admit, as the case
                           may be, in writing of its inability to pay its or
                           their debts generally as they become due, or the
                           taking of corporate action by the Company or
                           Restricted Subsidiaries that individually or in the
                           aggregate would constitute a Significant Subsidiary
                           in furtherance of any such action;

                           (8)      the Notes Guarantees provided by the Notes
                  Guarantors that individually or in the aggregate would
                  constitute a Significant Subsidiary cease to be in full force
                  and effect (other than in accordance with the terms of such
                  Notes Guarantees) or Notes Guarantors that would individually
                  or in the aggregate constitute a Significant Subsidiary deny
                  or disaffirm their obligations under their Notes Guarantees
                  (other than by reason of the release of a Notes Guarantor in
                  accordance with the terms of this Indenture);

                           (9)      in the event that the Notes and the Notes
                  Guarantees are entitled to be secured by Lien(s) on the
                  Collateral, the Company or any Notes Guarantor fails to
                  perfect the Liens in accordance with the terms of the Security
                  Documents; and

                           (10)     in the event that the Notes and the Notes
                  Guarantees are entitled to be secured by Lien(s) on the
                  Collateral, (A) the Lien(s) created by the Security Documents
                  cease(s) to constitute valid and perfected Lien(s) on, and
                  security interest in, the Collateral (other than in accordance
                  with the terms of any intercreditor agreement and this
                  Indenture) in favor of the Second Lien Collateral Trustee for
                  the benefit of the Holders, free and clear of all other Liens
                  (other than Permitted Liens), or (B) any of the relevant
                  Security Documents shall for whatever reason be terminated or
                  cease to be in full force and effect (other than in accordance
                  with the terms of any intercreditor agreement and this
                  Indenture), if, in either case, such default continues for 30
                  days after notice, or the enforceability thereof shall be
                  contested by the Company.

                  (b)      A Default under clause (a)(4) of this Section 501 is
not an Event of Default under this Indenture until the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Notes notify
the Company of the Default, and the Company does not cure such Default within
the time specified after receipt of such notice. Such notice

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must specify the Default, demand that it be remedied and state that such notice
is a "Notice of Default."

                  (c)      The Company shall deliver to the Trustee, within 10
days after the Company's knowledge thereof, written notice in the form of an
Officers' Certificate of any event that with the giving of notice and the lapse
of time would become an Event of Default, its status and what action the Company
is taking or proposes to take with respect thereto.

                  SECTION 502.  Acceleration of Maturity; Rescission and
Annulment.

                  (a)      If an Event of Default with respect to the Notes
(other than an Event of Default specified in subsection 501(a)(7)), shall have
occurred and be continuing, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Notes may declare to be
immediately due and payable, by a notice in writing to the Company (and to the
Trustee if given by Holders), the principal amount of all the Outstanding Notes,
plus accrued but unpaid interest and Special Interest, if any, to the date of
acceleration. If an Event of Default specified in subsection 501(a)(7) shall
occur, the principal amount of all Outstanding Notes, plus accrued but unpaid
interest to the date of acceleration, shall be due and payable immediately
without any declaration or other act on the part of the Trustee or the Holders.

                  (b)      At any time after such a declaration of acceleration
has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as provided in this Article, the Holders of a
majority in aggregate principal amount of the Outstanding Notes, may, by written
notice to the Company and the Trustee, rescind and annul such declaration and
its consequences if:

                           (1)      The Company has paid or deposited with the
                  Trustee a sum sufficient to pay:

                                    (A)      All overdue interest on all
                           Outstanding Notes;

                                    (B)      The principal of (and premium, if
                           any) any Outstanding Notes which have become due
                           otherwise than by such declaration of acceleration
                           (including any Notes required to have been purchased
                           on the Purchase Date pursuant to a Prepayment Offer
                           or the Change of Control Purchase Date pursuant to a
                           Change of Control Offer made by the Company) and, to
                           the extent that payment of such interest is lawful,
                           interest thereon at the rate provided by the
                           Outstanding Notes;

                                    (C)      To the extent that payment of such
                           interest is lawful, interest upon overdue interest at
                           the rate provided by the Notes; and

                                    (D)      All sums paid or advanced by the
                           Trustee hereunder and the reasonable compensation,
                           expenses, disbursements and advances of the Trustee,
                           its agents and counsel; and

                           (2)      All Events of Default, other than the
                  non-payment of the principal, interest, and Special Interest,
                  if any, and premium on the Notes which have

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<PAGE>

                  become due solely by such declaration of acceleration, have
                  been cured or waived as provided in Section 513.

                  (c)      No such rescission shall affect any subsequent
default or impair any right consequent thereon.

                  (d)      Subject to the provisions of this Indenture relating
to the duties of the Trustee, in case an Event of Default shall occur and be
continuing, the Trustee will be under no obligation to exercise any of its
rights or powers under this Indenture at the request or direction of any of the
holders of the Notes unless such holders shall have offered to such Trustee
reasonable indemnity. Subject to such provisions for the indemnification of the
Trustee and the terms of the Security Documents, the holders of a majority in
aggregate principal amount of the Outstanding Notes will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Notes. If a declaration of acceleration has been
rescinded or annulled in accordance with this Section 502(b), the Trustee shall
promptly give written notice of such rescission or annulment to the Second Lien
Collateral Trustee.

                  SECTION 503.  Collection of Debt and Suits for Enforcement by
Trustee.

                  (a)      The Company covenants that if:

                           (1)      default is made in the payment of any
                  interest on any Note when such interest becomes due and
                  payable and such default continues for a period of 30 days; or

                           (2)      default is made in the payment of the
                  principal of (or premium, if any, on) any Note at the Stated
                  Maturity thereof or, with respect to any Note required to have
                  been purchased pursuant to a Prepayment Offer made by the
                  Company, at the Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Notes, the whole amount then due and payable on
such Notes for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal amount (and premium, if any) and on any overdue interest, at
the rate provided by the Notes, and, in addition thereto, 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.

                  (b)      Subject to the terms of the Security Documents and
Section 512, if the Company fails to pay such amounts within three Business Days
of such demand, the Trustee may (1) in its own name and as trustee of an express
trust, institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon the Notes,
wherever situated and (2) by written notice to the Second Lien Collateral
Trustee, require the Second Lien Collateral Trustee, subject to the terms of the
Security Documents, to enforce the Security Interest.

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                  (c)      If an Event of Default occurs and is continuing,
subject to the terms of the Security Documents and Section 512, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

                  SECTION 504.  Trustee May File Proofs of Claim.

                  (a)      In case of any judicial proceeding relative to the
Company (or any other obligor upon the Notes, including the Notes Guarantors),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
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 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 607. The provisions of this subsection (a) shall be
subject to the terms of the Security Documents and Section 512.

                  (b)      No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                  SECTION 505.  Trustee May Enforce Claims Without Possession of
Notes.

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

                  SECTION 506.  Application of Money Collected.

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

                  FIRST: To the payment of all amounts due the Trustee under
                  Section 607; and

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                  SECOND: To the payment of the amounts then due and unpaid for
                  principal of (and premium, if any) and interest and Special
                  Interest, if any, on the Notes in respect of which or for the
                  benefit of which such money has been collected, ratably,
                  without preference or priority of any kind, according to the
                  amounts due and payable on such Notes for principal (and
                  premium, if any) and interest and Special Interest, if any,
                  respectively; and

                  THIRD: The balance, to the Person or Persons entitled thereto,
                  including the Company, the Notes Guarantors or any other
                  obligors of the Notes, as their interests may appear or as a
                  court of competent jurisdiction may direct.

                  SECTION 507.  Limitation on Suits and Remedies.

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

                           (1)      such Holder has previously given written
                  notice to the Trustee of a continuing Event of Default;

                           (2)      the Holders of not less than 25% in
                  aggregate principal amount of the Outstanding Notes shall have
                  made a written request and offered reasonable indemnity to the
                  Trustee to institute proceedings or pursue remedies in respect
                  of such Event of Default in its own name as Trustee hereunder;

                           (3)      such Holder or Holders have offered to the
                  Trustee reasonable indemnity against the costs, expenses and
                  liabilities to be incurred in compliance with such request;

                           (4)      the Trustee for 60 days after its receipt of
                  such notice, request and offer of indemnity has failed to
                  institute any such proceeding or pursued any remedies; and

                           (5)      no direction inconsistent with such written
                  request has been given to the Trustee during such 60-day
                  period by the Holders of a majority in aggregate principal
                  amount of the Outstanding Notes.

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

                  (b)      Each Holder hereby agrees that, other than any action
in accordance with the provisions of this Indenture (including Section 512) and
the terms of the Security Documents, it will not institute any proceedings,
judicial or otherwise, with respect to any remedy it may have against the
Company or any Notes Guarantor, including the right of set-off, while real
property in the State of California comprises part of the Collateral.

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                  SECTION 508.  Unconditional Right of Holders to Receive
Principal, Premium and Interest.

                  Notwithstanding any other provision in this Indenture, any
Holder shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Note on the respective Stated Maturities expressed in such Note
(or, in the case of redemption, on the Redemption Date or in the case of
Prepayment Offer or Change of Control Offer made by the Company and required to
be accepted as to such Note, on the Purchase Date or Change of Control Purchase
Date, respectively) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder (subject to the limitations set forth in Section 507(b) to the extent
such suit would result in the surrender, impairment, waiver or loss of any lien
on the Collateral for any property subject to such lien).

                  SECTION 509.  Restoration of Rights and Remedies.

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

                  SECTION 510.  Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes pursuant to Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 511.  Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

                  SECTION 512.  Control by Holders.

                  The Holders of a majority in aggregate principal amount of the
Outstanding Notes shall have the right to direct the time, method and place of
conducting any proceeding for any

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remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, provided that:

                  (a)      such direction shall not be in conflict with any rule
of law or with this Indenture;

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

                  (c)      the Trustee may refuse to follow any such direction
that may involve the Trustee in personal liability; and

                  (d)      the Trustee may refuse to follow any such direction
that the Trustee determines in good faith may be unduly prejudicial to the
rights of Holders not joining in the giving of such direction.

                  SECTION 513.  Waiver of Past Defaults.

                  (a)      The Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes may, by notice to the Trustee, on
behalf of the Holders of all the Notes, waive any existing Default or Event of
Default hereunder and its consequences, except:

                           (1)      a Default or Event of Default in the payment
                  of the principal of  (or premium,   if any)  or interest
                  (including Special Interest%, if any) on any Note (including
                  any Note which is required to have been purchased pursuant to
                  a Prepayment Offer or Change of Control Offer which has been
                  made by the Company); or

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

                  (b)      Upon any such waiver described in subsection (a) of
this Section 513, 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; provided that no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

                  SECTION 514.  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,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the reasonable costs of such suit, and
may assess reasonable costs against any such party litigant, in the manner and
to the extent provided in the Trust Indenture Act; provided that this Section
514 shall not be deemed to authorize any court to require such an undertaking or
to make such an assessment in any suit instituted by the Company, the Trustee or
by any Holder or group of Holders' holding in the aggregate more than 10% in
principal amount of the Outstanding Notes, or by a Holder pursuant to Section
508.

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                  SECTION 515.  Waiver of Stay or Extension Laws.

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

                                  ARTICLE SIX
                                  THE TRUSTEE

                  SECTION 601.  Certain Duties and Responsibilities.

                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section 601.

                  SECTION 602.  Notice of Defaults.

                  If any Default or any Event of Default occurs and is
continuing and if such Default or Event of Default is known to the Trustee, the
Trustee shall mail to each Holder, in the manner and to the extent provided in
the Trust Indenture Act, notice of the Default or Event of Default within 45
days after it occurs, unless such Default or Event of Default has been cured;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Note, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or a Responsible
Officer of the Trustee in good faith determines that the withholding of the
notice is in the interest of the Holders.

                  SECTION 603.  Certain Rights of Trustee.

                  (a)      Except during the continuance of an Event of Default,
the Trustee undertakes to perform such functions and duties and only such
functions and duties as are specifically set forth in this Indenture, and no
implied duties or obligations shall be read into this Indenture against the
Trustee. During the existence of an Event of Default, the Trustee shall exercise
such of the rights and powers under this Indenture vested in the Trustee under
this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise under the circumstances in the conduct of such
person's own affairs. No provision of this Indenture shall be construed to
relieve the Trustee from its duties, except to the extent permitted by the Trust
Indenture Act. Subject to the provisions of Section 601, whether or not

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therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section 603.

                  (b)      Subject to the Trust Indenture Act and Section 601:

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

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

                           (3)      whenever in the administration of this
                  Indenture the Trustee shall deem it desirable that a matter be
                  proved or established prior to taking, suffering or omitting
                  any action hereunder, the Trustee (unless other evidence be
                  herein specifically prescribed) may, in the absence of bad
                  faith on its part, rely upon an Officers' Certificate;

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

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

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

                           (7)      the Trustee may execute any of the trusts or
                  powers hereunder or perform any duties hereunder either
                  directly or by or through agents or attorneys

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

                           (8)      the Trustee shall not be charged with
                  knowledge of any Default or Event of Default with respect to
                  the Notes unless either (A) a Responsible Officer shall have
                  actual knowledge of such Default or Event of Default or (2)
                  written notice of such Default or Event of Default shall have
                  been given to the Trustee by the Company, any Notes Guarantor
                  or by any Holder.

                           (9)      No provision of this Indenture shall be
                  construed to relieve the Trustee from liability for its own
                  negligent action, its own negligent failure to act, or its own
                  willful misconduct, except that

                                    (A)      this clause (9) of subsection (b)
                           of this Section 603 shall not be construed to limit
                           the effect of subsection (b)(1) of this Section 603;

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

                                    (C)      the Trustee shall not be liable
                           with respect to any action taken or omitted to be
                           taken by it in good faith in accordance with the
                           direction of the Holders of a majority in principal
                           amount of the Outstanding Notes relating to the time,
                           method and place of conducting any proceeding for any
                           remedy available to the Trustee, or exercising any
                           trust or power conferred upon the Trustee, under this
                           Indenture; and

                                    (D)      no provision of this Indenture
                           shall require the Trustee to expend or risk its own
                           funds or otherwise incur any financial liability in
                           the performance of any of its duties hereunder, or in
                           the exercise of any of its rights or powers, if it
                           shall have reasonable grounds for believing that
                           repayment of such funds or adequate indemnity against
                           such risk or liability is not reasonably assured to
                           it.

                           (10)     Whether or not therein expressly so
                  provided, every provision of this Indenture relating to the
                  conduct or affecting the liability of or affording protection
                  to the Trustee shall be subject to the provisions of this
                  Section 603.

                  SECTION 604.  Not Responsible for Recitals or Issuance of
Notes.

                  The recitals contained herein and in the Notes, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of Notes or the proceeds from the issuance of the
Notes. The Trustee shall not have any responsibility or liability for any
information provided to Holders or any other Person, including without
limitation in the solicitation of any consent or waiver hereunder, or pursuant
to any offering documents, or pursuant to any Prepayment Offer.

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                  SECTION 605.  May Hold Notes.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Note Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections 608
and 613, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or
such other agent. Subject to the limitations imposed by the Trust Indenture Act,
nothing in this Indenture shall prohibit the Trustee from becoming and acting as
trustee or as collateral agent under other indentures, under which other
securities, or certificates of interest or participation in other securities, of
the Company or any Notes Guarantor are outstanding in the same manner as if it
were not Trustee hereunder.

                  SECTION 606.  Money Held in Trust.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

                  SECTION 607.  Compensation and Reimbursement.

                  The Company agrees:

                  (a)      to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

                  (b)      except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (c)      to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part (subject to the provisions of Sections 601 and 603), arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to notify the Company shall not
relieve the Company of its obligations hereunder.

                  SECTION 608.  Disqualification: Conflicting Interests.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

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                  SECTION 609.  Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such and
(together with its corporate Affiliates) has a combined capital and surplus of
at least $50,000,000. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 609, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 609, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article Six.

                 SECTION 610.  Resignation and Removal; Appointment of
Successor.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

                  (b)      The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

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

                  (d)      If at any time:

                           (1)      the Trustee shall fail to comply with
                  Section 608 after written request therefor by the Company or
                  by any Holder who has been a bona fide Holder of a Note for at
                  least six months, or

                           (2)      the Trustee shall cease to be eligible under
                  Section 609 and shall fail to resign after written request
                  therefor by the Company or by any such Holder, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee, or (B) subject to Section 514, any Holder who has been a bona fide
Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

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

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

                  SECTION 611.  Acceptance of Appointment by Successor.

                  (a)      Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

                  (b)      No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.

                  SECTION 612.  Merger, Conversion, Consolidation or Succession
to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee (including the administration of the trust created
under this Indenture), shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such

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authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

                  SECTION 613.  Preferential Collection of Claims Against
Company.

                  If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Notes), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

                  SECTION 614.  Appointment of Authenticating Agent.

                  (a)      The Trustee may appoint an Authenticating Agent or
Agents which shall be authorized to act on behalf of the Trustee to authenticate
Notes issued upon original issue and upon exchange, registration of transfer,
partial conversion or partial redemption or pursuant to Section 306, and Notes
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Notes by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having (together with its
corporate Affiliates) a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 614, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions to this Section 614, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 614.

                  (b)      Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall
otherwise be eligible under this Section 614, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

                  (c)      An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions

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<PAGE>

of this Section 614, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders as their names
and addresses appear in the Note Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 614.

                  (d)      The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this
Section 614, and the Trustee shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 607.

                  (e)      If an appointment is made pursuant to this Section
614, the Notes may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

                  "This is one of the Notes described in the within-mentioned
Indenture.

                                             STATE STREET BANK AND TRUST
                                             COMPANY OF CALIFORNIA, N.A.,
                                                   As Trustee

                                             By: _______________________
                                                 As Authenticating Agent

                                             By: _______________________
                                                 Authorized Signatory"

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<PAGE>

                                 ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701.  Company to Furnish Trustee Names and Addresses
of Holders.

                  If the Trustee is not the Note Registrar, the Company will
furnish or cause to be furnished to the Trustee

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

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

                  SECTION 702.  Preservation of Information; Communications to
Holders.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as Note
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                  (b)      The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Notes and
the corresponding rights and duties of the Trustee, shall be provided by the
Trust Indenture Act.

                  (c)      Every Holder, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to the names and addresses of Holders made pursuant
to the Trust Indenture Act.

                  SECTION 703.  Reports by Trustee.

                  (a)      The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

                  (b)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with any stock exchange upon
which the Notes are listed, with the Commission and with the Company. The
Company will notify the Trustee when the Notes are listed on any stock exchange.

                  SECTION 704.  Reports by Company.

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be

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<PAGE>

required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to the Trust Indenture Act; provided that, if allowed under
the Trust Indenture Act, any such information, documents or reports required to
be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be deemed to be filed with the Trustee when filed with the Commission.
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 and written notices
delivered to the Trustee in accordance with the terms of this Indenture).

                                  ARTICLE EIGHT
                  MERGERS, CONSOLIDATION AND SALE OF PROPERTY

                  SECTION 801.  The Company May Consolidate, etc. only on
Certain Terms.

                  (a)      The Company shall not merge, consolidate or
amalgamate with or into any other Person (other than a merger of a Restricted
Subsidiary into the Company) or sell, transfer, assign, lease, convey or
otherwise dispose of all or substantially all of the Properties and assets of
the Company and its Restricted Subsidiaries, taken as a whole, in any one
transaction or series of transactions unless:

                           (1)      the Company shall be the surviving Person
                  (the  "Surviving Person") or the Surviving Person (if other
                  than the Company) formed by such merger%, consolidation or
                  amalgamation or to which such sale%, transfer%, assignment,
                  lease, conveyance or disposition is made shall be a
                  corporation organized and existing under the laws of the
                  United States, any State thereof or the District of Columbia;

                           (2)      the Surviving Person (if other than the
                  Company) expressly assumes all the obligations of the Company
                  under the Notes%, the Registration Rights Agreement (if
                  applicable) and the Security Documents (if applicable) by
                  executing a supplemental indenture and other documents
                  reasonably satisfactory to the Trustee and security documents
                  (if applicable) reasonably satisfactory to the Second Lien
                  Collateral Trustee;

                           (3)      after giving effect to such transaction or
                  series of transactions on a pro forma basis (and treating, for
                  purposes of this clause (3) and clause (4) of this subsection
                  (a) of this Section 801%, any Debt that becomes%, or is
                  anticipated to become%, an obligation of the Surviving Person
                  or any Restricted Subsidiary as a result of such transaction
                  or series of transactions as having been Incurred by the
                  Surviving Person or such Restricted Subsidiary at the time of
                  such transaction or series of transactions)%, no Default or
                  Event of Default shall have occurred and be continuing;

                           (4)      immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis,
                  (A) the Company or the Surviving Person, as

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                  the case may be%, would be able to Incur at least $1.00 of
                  additional Debt under clause (a)(1) of Section 1008 and (B)
                  the Surviving Person shall have a Consolidated Net Worth in an
                  amount which is not less than 90% of the Consolidated Net
                  Worth of the Company immediately prior to such transaction or
                  series of transactions; and

                           (5)      the Company shall deliver, or cause to be
                  delivered%, to the Trustee%, in form and substance reasonably
                  satisfactory to the Trustee%, an Officers' Certificate and an
                  Opinion of Counsel, each stating that such transaction and the
                  supplemental indenture, if any, and the new security
                  documents, if any, in respect thereto comply with this Section
                  801 and that all conditions precedent herein provided for
                  relating to such transaction have been satisfied.

                  (b)      Clause (a)(4) of this Section 801 shall not apply to
mergers of the Company into a Wholly Owned Restricted Subsidiary or into a
Person solely for the purpose of effecting a change in the state of
incorporation of the Company.

                  (c)      Upon satisfaction of the conditions in subsection (a)
of this Section 801, the Surviving Person shall succeed to, and be substituted
for, and may exercise every right and power of the Company under this Indenture
and the Security Documents (if applicable), but the predecessor company in the
case of a lease of all or substantially all of its assets shall not be released
from any of the obligations and covenants under this Indenture and the Security
Documents (if applicable), including with respect to payment of the Notes, and
in all other cases, the predecessor company shall be released from all
obligations and covenants under this Indenture and the Security Documents,
including with respect to the payment of the Notes.

                  SECTION 802.  The Notes Guarantors May Consolidate, etc. only
on Certain Terms.

                  (a)      A Notes Guarantor may not, sell, transfer, assign,
lease, convey or otherwise dispose of all or substantially all of its assets in
any one transaction or series of transactions to, or merge, consolidate or
amalgamate with or into another Person (whether or not such Notes Guarantor is
the Surviving Person), in any such case, other than to, with or into the Company
or another Notes Guarantor, unless:

                           (1)      immediately after giving effect to that
                  transaction, no Default or Event of Default exists under this
                  Indenture; and

                           (2)      either:

                                    (A)      the Surviving Person (if not such
                           Notes Guarantor) is a Domestic Restricted Subsidiary
                           and expressly assumes all the obligations of that
                           Notes Guarantor under this Indenture, the Notes
                           Guarantee, the Registration Rights Agreement (if
                           applicable) and the Security Documents (if
                           applicable) by executing a supplemental indenture and
                           other documents reasonably satisfactory to the
                           Trustee and security documents (if applicable)
                           reasonably satisfactory to the Second Lien Collateral
                           Trustee; or

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                                    (B)      such sale, transfer, assignment,
                           lease, conveyance or other disposition or merger,
                           consolidation or amalgamation is otherwise in
                           compliance with Section 1013.

                  (b)      Upon satisfaction of the conditions in subsection (a)
of this Section 802, the Surviving Person shall succeed to, and be substituted
for, and may exercise every right and power of the Notes Guarantor under this
Indenture, the Security Documents (if applicable) and its Notes Guarantee, but
the predecessor company, in the case of a lease of all or substantially all of
its assets, shall not be released from any of the obligations or covenants under
this Indenture, the Security Documents (if applicable) and the Notes Guarantees,
as applicable, including with respect to payment of the Notes, and, in all other
cases, the predecessor company shall be released from all obligations and
covenants under this Indenture, the Security Documents (if applicable) and the
Notes Guarantees, including with respect to payment of the Notes and its Notes
Guarantee.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

                  SECTION 901.  Supplemental Indentures Without Consent of
Holders.

                  (a)      Without the consent of any Holders, the Company and
the Notes Guarantors, when authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

                           (1)      to evidence the succession of another Person
                  to the Company or the Notes Guarantors, as applicable, and the
                  assumption by any such successor of the covenants of the
                  Company herein and in the Notes and the obligations under the
                  Notes Guarantors, as applicable;

                           (2)      to secure the Notes or the Notes Guarantees,
                  as applicable, pursuant to the requirements of Article Eleven,
                  the Security Documents, or otherwise;

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

                           (4)      to add to the covenants of the Company and
                  its Restricted Subsidiaries for the benefit of the Holders or
                  to surrender any right or power conferred upon the Company or
                  its Restricted Subsidiaries by this Indenture;

                           (5)      to comply with any requirements of the
                  Commission in order to effect and maintain the qualification
                  of this Indenture under the Trust Indenture Act;

                           (6)      to cure any ambiguity, omission, defect or
                  inconsistency, to correct or supplement any provision herein
                  which may be inconsistent with any other provision herein, or
                  to make any other provisions with respect to matters or

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                  questions arising under this Indenture which shall not be
                  inconsistent with the provisions of this Indenture, provided
                  that such action pursuant to clause (6) of this Section 901
                  shall not adversely affect the interests of the Holders in any
                  material respect;

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

                           (8)      to issue Additional Notes as provided
                  herein;

                           (9)      to effect any addition or release of the
                  Security Interest in the Collateral permitted under this
                  Indenture and the Security Documents;

                           (10)     to add Notes Guarantors or release
                  Notes Guarantors as permitted under this Indenture; or

                           (11)     to evidence and provide for the acceptance
                  and appointment hereunder of a successor Trustee.

                  SECTION 902.  Supplemental Indentures with Consent of Holders.

                  (a)      Except as permitted by Section 901%, with the
consent of the Holders of at least a majority in aggregate principal amount of
the Outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for such Notes), by Act of said Holders delivered to the
Company, the Notes Guarantors and the Trustee, the Company, and the Notes
Guarantors when authorized by a Board Resolution, and the Trustee may (A) enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or the Notes or of modifying in any manner the rights of the
Holders under this Indenture or (B) waive compliance with any provision in this
Indenture and the Notes (other than waivers of past Defaults in accordance with
Section 513 and waivers of covenants in accordance Section 1021); provided,
however, that no such supplemental indenture or waiver shall, without the
consent of the Holder of each Outstanding Note affected thereby:

                           (1)      extend the Stated Maturity of the
                  principal of, or any installment of interest on, any Note, or
                  reduce the principal thereof or the rate of interest thereon,
                  or change the place of payment to a place outside the United
                  States where, or the coin or currency in which, any Note or
                  any premium or the interest thereon is payable, or impair the
                  right of any Holder to receive principal of, and interest on,
                  such Holder's Notes on or after the due dates thereof or to
                  institute suit for the enforcement of any such payment on or
                  after the Stated Maturity thereof (or, in the case of
                  redemption, on or after the Redemption Date or, in the case of
                  a Prepayment Offer or Change of Control Offer, which has been
                  made on or after the Purchase Date or the Change of Control
                  Purchase Date, respectively) or to enforce a Notes Guarantee;

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                           (2)      subordinate the Notes to any other
                  obligations of the Company or subordinate any Notes Guarantee
                  with respect to the Notes to any other obligation of the
                  applicable Notes Guarantor;

                           (3)      reduce the premium payable upon a Change of
                  Control or, at any time after a Change of Control has
                  occurred, change the time at which the Change of Control Offer
                  relating thereto must be made or at which the Notes must be
                  repurchased pursuant to such Change of Control Offer;

                           (4)      at any time after the Company is
                  obligated to make a Prepayment Offer with the Excess Proceeds
                  from Asset Sales, change the time at which such Prepayment
                  Offer must be made or at which the Notes must be repurchased
                  pursuant thereto;

                           (5)      reduce the premium payable upon a
                  redemption of the Notes or change the time at which the Notes
                  may be redeemed pursuant to Article Twelve;

                           (6)      modify any of the provisions of this Section
                  902, Section 901, Section 513 or Section 1021, except to
                  increase any such percentage or to provide that certain other
                  provisions of this Indenture cannot be modified or waived
                  without the consent of the Holder of each Outstanding Note
                  affected thereby; or

                           (7)      following the mailing of an offer with
                  respect to a Prepayment Offer pursuant to Section 1013 or a
                  Change of Control Offer pursuant to Section 1015, modify the
                  provisions of this Indenture with respect to such offer in a
                  manner adverse to the Holders.

                  (b)      Upon the written request of the Company and the Notes
Guarantors accompanied by a copy of the Board Resolution authorizing the
execution of any such supplemental indenture or agreement or upon the filing
with the Trustee of evidence of the consent of the Holders as aforesaid, the
Trustee shall join with the Company and the Notes Guarantors in execution of
such supplemental indenture. It shall not be necessary for any Act of Holders
under this Section 902 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.

                  SECTION 903.  Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Sections
601 and 603) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture, agreement, instrument
or waiver is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture,
agreement, instrument or waiver which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

                  SECTION 904.  Effect of Supplemental Indentures.

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                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                  SECTION 905. Conformity with Trust Indenture Act.

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

                  SECTION 906. Reference in Notes to Supplemental Indentures.

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

                  SECTION 907. Notice of Supplemental Indenture.

                  Promptly after execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Notes affected, in
the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture. 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 supplemental indenture.

                                  ARTICLE TEN
                                   COVENANTS

                  SECTION 1001. Payment of Principal, Premium and Interest.

                  (a)      The Company will duly and punctually pay the
principal of (and premium, if any) and interest, including Special Interest, if
any, on the Notes in accordance with the terms of the Notes and this Indenture.
The Company shall pay interest on overdue principal and premium, if any, and
interest on overdue installments of interest, to the extent lawful, at the rate
per annum specified in the Notes in accordance with the terms of this Indenture
and the Notes.

                  (b)      If Special Interest is payable by the Company
pursuant to the Registration Rights Agreement, the Company shall deliver to the
Trustee a certificate to that effect stating (i) the amount of such Special
Interest that is payable, (ii) the reason why such Special Interest is payable
and (iii) the date on which such Special Interest is payable. Unless and until a
Responsible Officer of the Trustee receives such a certificate, the Trustee may
assume without inquiry that no Special Interest is payable. If the Company has
paid Special Interest directly to the persons entitled to such interest, the
Company shall deliver to the Trustee a certificate setting forth the particulars
of such payment.

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                  SECTION 1002. Maintenance of Office or Agency.

                  (a)      The Company will maintain an office or agency in the
United States where Notes may be presented or surrendered for payment, where
Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee in the United States, and the Company
hereby appoints the Trustee or its agent as its agent to receive all such
presentations, surrenders, notices and demands.

                  (b)      The Company may also from time to time designate one
or more other offices or agencies in the United States 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 United States for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  SECTION 1003. Money for Note Payments to be Held in Trust.

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

                  (b)      Whenever the Company shall have one or more Paying
Agents, it will, by 10:00 a.m. New York City time on or before each due date of
the principal of (and premium, if any) or interest, including Special Interest,
if any, on any Notes, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest, including Special Interest, if any,
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal at maturity, premium or interest, including Special
Interest, if any, as provided in the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

                  (c)      The Company will cause each Paying Agent other than
the Trustee or the Company to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 1003, that such Paying Agent will:

                           (1)      comply with the provisions of the Trust
                  Indenture Act applicable to it as a Paying Agent (or, until
                  such time as this Indenture shall be qualified under

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                  the Trust Indenture Act, which would be applicable to it as
                  Paying Agent if this Indenture were so qualified); and

                           (2)      at any time during the continuance of any
                  Default by the Company (or any other obligor upon the Notes)
                  in the making of any payment in respect of the Notes, upon the
                  written request of the Trustee, forthwith pay to the Trustee
                  all sums so held in trust by such Paying Agent for payment in
                  respect of the Notes;

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

                  (e)      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
(and premium, if any) or interest, including Special Interest, if any, on any
Note and remaining unclaimed for a period ending on the earlier of the date that
is ten Business Days prior to the date such money would escheat to the State or
two years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

                  SECTION 1004. Corporate Existence.

                  Subject to Article Eight and Section 1013, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its existence.

                  SECTION 1005. Maintenance of Properties.

                  The Company will cause all material properties used or useful
in the conduct of its business or the business of any Restricted Subsidiary to
be maintained and kept in good condition, repair and working order (reasonable
wear and tear excepted) and supplied with all necessary equipment and will cause
to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly conducted
at all times; provided, however, that nothing in this Section 1005 shall prevent
the Company or any of its Restricted Subsidiaries from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, as
determined by the Company or Restricted Subsidiary in good faith, desirable in
(or not materially adverse to) the conduct of its business or the business of
any Restricted Subsidiary and not adverse in any material respect to the
Holders.

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                  SECTION 1006. Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Restricted Subsidiaries or upon the income, profits or property of the
Company or any of its Restricted Subsidiaries, and (2) all material lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any of its Restricted Subsidiaries;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate negotiations or proceedings.

                  SECTION 1007. Maintenance of Insurance.

                  The Company shall, and shall cause its Restricted Subsidiaries
to, keep at all times all of their properties which are of an insurable nature
insured (which may include self insurance) against loss or damage with insurers
believed by the Company or such Restricted Subsidiary to be responsible to the
extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice.

                  SECTION 1008. Limitation on Debt.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur any Debt (including Acquired Debt) unless,
after giving effect to the application of the proceeds thereof, either:

                           (1)      such Debt is Debt of the Company or a
                  Restricted Subsidiary and after giving effect to the
                  Incurrence of such Debt and the application of the proceeds
                  thereof, the Consolidated Interest Coverage Ratio would be
                  greater than 2.0 to 1.0; or

                           (2)      such Debt is Permitted Debt.

                  (b)      Notwithstanding anything to the contrary contained in
this Section 1008, any increase in the amount of Debt solely by reason of
currency fluctuation shall not be considered an Incurrence of Debt for purposes
of this Section 1008. For purposes of determining compliance with this Section
1008, the U.S. dollar-equivalent principal amount of Debt denominated in any
currency other than U.S. dollars shall be calculated based on the relevant
currency exchange rate in effect as of the date such Debt is Incurred; provided
that the amount of any Permitted Refinancing Debt denominated in the same
currency as the Debt being Refinanced thereby shall be calculated based on the
relevant exchange rate in effect as of the date of the Incurrence of the Debt
being so Refinanced.

                  (c)      The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any Debt in
the form of additional Debt with the same terms, the accumulation of dividends
on Disqualified Stock or Preferred Stock of Restricted Subsidiaries (to the
extent not paid) and the payment of dividends on Disqualified Stock or Preferred
Stock of Restricted Subsidiaries in the form of additional shares of the same
class of Disqualified Stock or Preferred Stock of Restricted Subsidiaries will
not be deemed to be an

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Incurrence of Debt or an issuance of Disqualified Stock for purposes of this
Section 1008; provided that, in each case, the amount thereof shall be included
in Consolidated Interest Expense of the Company as accrued.

                  (d)      For purposes of determining compliance with this
Section 1008, in the event that an item of Debt meets the criteria of more than
one of the categories of Permitted Debt described in clauses (a) through (m) of
the definition of Permitted Debt or is entitled to be incurred pursuant to
clause (a)(1) of this Section 1008, the Company shall, in its sole discretion,
classify or reclassify such item of Debt (or any part thereof), in any manner
that complies with this Section 1008, and such item of Debt will be treated as
having been Incurred pursuant to one or more of such categories of Permitted
Debt or pursuant to clause (a)(1) of this Section 1008. For purposes of
determining any particular amount of Debt under this Section 1008, Guarantees,
Liens or obligations, in each case, in support of letters of credit supporting
Debt shall not be included to the extent such letters of credit are included in
the amount of Debt.

                  SECTION 1009. Limitation on Restricted Payments.

                  (a)      The Company shall not make, and shall not permit any
Restricted Subsidiary to make, any Restricted Payment if at the time of, and
after giving effect to, such proposed Restricted Payment:

                           (1)      a Default or Event of Default shall have
                  occurred and be continuing;

                           (2)      the Company could not Incur at least $1.00
                  of additional Debt pursuant to clause (a)(1) of Section 1008;
                  or

                           (3)      the aggregate amount of such Restricted
                  Payment and all other Restricted Payments declared or made
                  since the Issue Date (the amount of any Restricted Payment, if
                  made other than in cash, to be based upon Fair Market Value on
                  the date made) would exceed an amount equal to the sum of:

                                    (A)      50% of the aggregate amount of
                           Consolidated Net Income accrued during the period
                           (treated as one accounting period) from the beginning
                           of the fiscal quarter during which the Issue Date
                           occurs to the end of the most recent fiscal quarter
                           for which financial statements have been made
                           publicly available at the time of such Restricted
                           Payment (or if the aggregate amount of Consolidated
                           Net Income for such period shall be a deficit, less
                           100% of such deficit); plus

                                     (B)     100% of Capital Stock Sale
                           Proceeds; plus

                                    (C)      100% of the aggregate net cash
                           proceeds received by the Company or any Restricted
                           Subsidiary from the issuance or sale after the Issue
                           Date of convertible or exchangeable Debt that has
                           been converted into or exchanged for Capital Stock
                           (other than Disqualified Stock) of the Company,
                           excluding:

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<PAGE>

                                             (i)      any such Debt issued or
                                    sold to the Company or a Subsidiary of the
                                    Company or an employee stock ownership plan
                                    or trust established by the Company or any
                                    such Subsidiary for the benefit of their
                                    respective employees; and

                                             (ii)     the aggregate amount of
                                    any cash or other Property distributed by
                                    the Company or any Restricted Subsidiary
                                    upon any such conversion or exchange;

                           plus

                                    (D)      an amount equal to the sum of:

                                             (i)      in the case of the net
                                    reduction in Investments (which Investments
                                    constituted a Restricted Payment when made)
                                    in any Person other than the Company or a
                                    Restricted Subsidiary resulting from
                                    dividends, repayments of loans or advances
                                    or other transfers of Property, in each case
                                    to the Company or any Restricted Subsidiary
                                    from such Person, or from the sale or other
                                    disposition of any such Investment to any
                                    Person other than the Company or a
                                    Restricted Subsidiary, the lesser of:

                                                      (x)  the cash return of
                                                      capital with respect to
                                                      such Investment; and

                                                      (y)  the aggregate value
                                                      of such Investment;

                           in the case of either clause (x) or (y) in this
                           subparagraph (a)(3)(D)(i), less the cost of the
                           disposition of such Investment, plus

                                             (ii)     the portion (proportionate
                                    to the Company's equity interest in an
                                    Unrestricted Subsidiary) of the Fair Market
                                    Value of the net assets of such Unrestricted
                                    Subsidiary at the time such Unrestricted
                                    Subsidiary is designated a Restricted
                                    Subsidiary;

                           provided, however, that no amount will be included
                           under this paragraph (D) to the extent already
                           included in the calculation of Consolidated Net
                           Income;

                           plus

                                    (E)      $25.0 million.

                  (b)      Notwithstanding the limitations in subsection (a) of
this Section 1009, the Company or any Restricted Subsidiary may:

                           (1)      pay dividends on its Capital Stock within 60
                  days of the declaration thereof if, on the declaration date,
                  such dividends could have been

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<PAGE>

                  paid in compliance with this Indenture; provided, however,
                  that such dividend shall be included in the calculation of the
                  amount of Restricted Payments pursuant to clause (a)(3) of
                  this Section 1009;

                           (2)      purchase, repurchase, redeem, defease,
                  acquire or retire for value Capital Stock or Subordinated Debt
                  of the Company or any Restricted Subsidiary in exchange for,
                  upon conversion of or out of the proceeds of the substantially
                  concurrent sale of, Capital Stock of the Company whether
                  contemporaneously or in the future (other than Disqualified
                  Stock that is not Permitted Refinancing Debt and other than
                  Capital Stock issued or sold to a Restricted Subsidiary of the
                  Company or an employee stock ownership plan or trust
                  established by the Company or any such Subsidiary for the
                  benefit of its employees) or any Permitted Refinancing Debt;
                  provided, however, that:

                                    (A)      such purchase, repurchase,
                           redemption, defeasance, acquisition or retirement
                           shall be excluded from the calculation of the amount
                           of Restricted Payments pursuant to clause (a)(3) of
                           this Section 1009; and

                                    (B)      the Capital Stock Sale Proceeds
                           from such exchange or sale shall be excluded from the
                           calculation pursuant to paragraph (a)(3)(B) of this
                           Section 1009;

                           (3)      purchase, repurchase, redeem, defease,
                  acquire or retire for value any Subordinated Debt in exchange
                  for, or out of the proceeds of the sale of, Permitted
                  Refinancing Debt;

                           (4)      so long as no Default or Event of Default
                  has occurred and is continuing, purchase, repurchase, redeem,
                  defease, acquire or retire for value Capital Stock of the
                  Company or any Subsidiary of the Company from any officer,
                  director, employee or consultant of the Company or its
                  Restricted Subsidiaries in an aggregate amount not to exceed
                  $10.0 million per year;

                           (5)      extend loans to employees, officers and
                  directors of the Company and its Restricted Subsidiaries in
                  compliance with applicable laws that do not exceed $5.0
                  million in the aggregate at any one time outstanding;

                           (6)      acquire the Capital Stock of the Company in
                  connection with the exercise of stock options or stock
                  appreciation rights by way of cashless exercise or in
                  connection with the satisfaction of withholding tax
                  obligations;

                           (7)      in connection with an acquisition by the
                  Company or any of its Restricted Subsidiaries, receive or
                  accept the return to the Company or any of its Restricted
                  Subsidiaries of Capital Stock of the Company or any of its
                  Restricted Subsidiaries constituting a portion of the purchase
                  price consideration in settlement of indemnification claims;

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                           (8)      purchase fractional shares of the Capital
                  Stock of the Company arising out of stock dividends, splits or
                  combinations or business combinations;

                           (9)      effect a Convertible Debentures Repurchase,
                  provided that on a pro forma basis, after giving effect to
                  such Convertible Debentures Repurchase, the Liquidity of the
                  Company and its Restricted Subsidiaries shall equal or exceed
                  $500 million;

                           (10)     honor any conversion request by a holder of
                  any convertible Debt of the Company or its Restricted
                  Subsidiaries and make cash payments in lieu of fractional
                  shares in connection with any conversion of convertible Debt
                  in accordance with the terms of any convertible Debt;

                           (11)     make any payment on or with respect to, or
                  repurchase, redeem, defease or acquire or retire for value,
                  any Subordinated Debt convertible into Equity Interests (other
                  than Disqualified Stock) of the Company in connection with:

                                    (A)      an optional redemption of such
                           convertible Subordinated Debt pursuant to the terms
                           thereof; provided that the current market price per
                           share of the Company's Common Stock (calculated based
                           upon the average closing price as reported on the
                           Nasdaq National Market (or any national securities
                           exchange on which such Common Stock is listed) for
                           the 30-trading day period immediately preceding the
                           date any notice of redemption is sent or published)
                           into which such Debt is convertible equals or exceeds
                           150% of the conversion price in effect for such Debt
                           on the date of such notice; and

                                    (B)      the payment by the Company of cash
                           in lieu of any fractional shares deliverable upon
                           conversion of any Debt in compliance with the terms
                           of the instruments governing such Debt;

                  provided that any amounts paid pursuant to this clause (11)
                  will be deducted in determining the amount of Restricted
                  Payments permitted under clause (a)(3) of this Section 1009;

                           (12)     engage in transactions relating to
                  tax-planning strategies of the Company and its Restricted
                  Subsidiaries; provided that all such transactions are between
                  or among Restricted Subsidiaries, the Company and any trustee,
                  transfer agent or escrow agent relating to such tax-planning
                  strategies, or any combination of the foregoing parties; and

                           (13)     so long as no Default or Event of Default
                  has occurred and is continuing, make Restricted Payments in an
                  aggregate amount not to exceed $50.0 million.

                  (c)      The actions described in the preceding clauses (1),
(4), (5), (11) and (13) of subsection (b) of this Section 1009 shall be
Restricted Payments that shall be permitted to be

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made in accordance with this Section 1009 but shall reduce the amount that would
otherwise be available for Restricted Payments under clause (a)(3) of this
Section 1009, and the actions described in the preceding clauses (2), (3), (6),
(7), (8), (9) (10) and (12) shall be Restricted Payments that shall be permitted
to be taken in accordance with this Section 1009 and shall not reduce the amount
that would otherwise be available for Restricted Payments under clause (a)(3) of
this Section 1009.

                  SECTION 1010. Limitation on Restrictions on Distributions from
Restricted Subsidiaries.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause any consensual restriction
on the right of any Restricted Subsidiary to:

                           (1)      pay dividends, in cash or otherwise, or make
                  any other distributions on or in respect of its Capital Stock,
                  or pay any Debt or other obligation owed, to the Company or
                  any other Restricted Subsidiary;

                           (2)      make any loans or advances to the Company or
                  any other Restricted Subsidiary; or

                           (3)      transfer any of its Property to the Company
                  or any other Restricted Subsidiary.

                  (b)      The limitations set forth in subsection (a) of this
Section 1010 will not apply:

                           (1)      with respect to clauses (1), (2) and (3) of
                  subsection (a) of this Section 1010, to restrictions:

                                    (A)      in effect on the Issue Date (and
                           restrictions pursuant to the Notes, this Indenture,
                           the Notes Guarantees, the Security Documents and the
                           New Credit Facility);

                                    (B)      imposed on a Restricted Subsidiary
                           and existing at the time it became a Restricted
                           Subsidiary if such restrictions were not created in
                           connection with or in anticipation of the transaction
                           or series of transactions pursuant to which such
                           Restricted Subsidiary became a Restricted Subsidiary
                           or was acquired by the Company;

                                    (C)      that result from the Refinancing or
                           subsequent Refinancing of Debt Incurred pursuant to
                           an agreement, instrument or contract referred to in
                           subclause (A), (B), (E), (F), (H), (I), (J) or (K) of
                           this clause (1) of subsection (b) of this Section
                           1010, provided that the restrictions existing under
                           or by reason of any such agreement, instrument or
                           contract are not materially less favorable, taken as
                           a whole, to the Holders than those under the
                           agreement evidencing the Debt so Refinanced;

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                                    (D)      existing by virtue of, or arising
                           under, applicable law, regulation, order, approval,
                           license, permit or similar restriction, in each case
                           issued or imposed by a governmental authority;

                                    (E)      under any agreement, instrument or
                           contract affecting Property or a Person at the time
                           such Property or Person was acquired by the Company
                           or any Restricted Subsidiary, so long as such
                           restriction relates solely to the Property or Person
                           so acquired and was not created in connection with or
                           in anticipation of such acquisition;

                                    (F)      under or in connection with any
                           joint venture agreements, partnership agreements,
                           stock sale agreements, asset sale agreements and
                           other similar agreements, provided that any such
                           agreements are entered into in the ordinary course of
                           business and in good faith and that such restrictions
                           are reasonably customary for such agreements;

                                    (G)      under any customary provisions
                           imposed by customers with respect to cash or other
                           deposit or net worth requirements under agreements,
                           instruments or contracts entered into in the ordinary
                           course of business and consistent with past
                           practices;

                                    (H)      under any agreement entered into in
                           connection with the Incurrence of Debt of the type
                           described in clause (j) of the definition of
                           Permitted Debt;

                                    (I)      under any customary provisions
                           under any agreements, instruments or contracts
                           relating to any Receivables Program;

                                    (J)      under any customary provisions
                           under any agreements, instruments or contracts
                           relating to any Synthetic Lease of the Office Campus;

                                    (K)      under any agreement, instrument or
                           contract relating to Debt that is permitted under
                           Section 1008 to be Incurred pursuant to clause (b) of
                           the definition of Permitted Debt; and

                                    (L)      under any agreement, instrument or
                           contract entered into in connection with any
                           transactions relating to tax-planning strategies of
                           the Company and its Restricted Subsidiaries; provided
                           that all such transactions are between or among
                           Restricted Subsidiaries, the Company and any trustee,
                           transfer agent or escrow agent relating to such
                           tax-planning strategies, or any combination of the
                           foregoing parties; and

                  (2)      only with respect to clause (3) of subsection (a) of
         this Section 1010 to:

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                                    (A)      customary provisions restricting
                           subletting or assignment of leases or customary
                           provisions in licenses or other agreements that
                           restrict assignment of such agreements or rights
                           thereunder;

                                    (B)      customary provisions restricting
                           the sale or other disposition of Property contained
                           in agreements limiting the transfer of Property
                           pending the closing of such sale; and

                                    (C)      restrictions on the sale or other
                           disposition of Property acquired, constructed,
                           improved or leased (and any additions, parts,
                           attachments, fixtures, leasehold improvements,
                           proceeds, improvements or accessions related thereto)
                           in whole or in part under any agreement, instrument
                           or contract relating to Debt permitted under Section
                           1008 to be Incurred under clause (c) of the
                           definition of Permitted Debt.

                  SECTION 1011. Limitation on Liens.

                  (a)      The Company shall not, and shall not permit any
                  Restricted Subsidiary to:

                           (1)      during any period other than a Suspension
                  Period, Incur or permit to exist any Lien of any nature
                  whatsoever, other than Permitted Liens, on any of its
                  properties (including Capital Stock of a Restricted
                  Subsidiary), whether owned at the Issue Date or thereafter
                  acquired, securing any Debt; and

                           (2)      during any Suspension Period, Incur or
                  permit to exist any Lien (the "Initial Lien") of any nature
                  whatsoever, other than Permitted Liens, on any of its
                  Principal Properties whether owned on the Issue Date or
                  thereafter acquired, securing any Debt without effectively
                  providing that the Notes shall be secured equally and ratably
                  with (or prior to) the obligations so secured for so long as
                  such obligations are so secured.

                  (b)      Any Lien created for the benefit of the Holders
pursuant to clause (2) of subsection (a) this Section 1011 may provide by its
terms that such Lien shall be automatically and unconditionally released and
discharged upon the release and discharge of the Initial Lien.

                  SECTION 1012. Limitation on Sale and Leaseback Transactions.

                  (a)      During a Suspension Period, the Company shall not,
nor shall it permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction with respect to any Principal Property unless:

                           (1)      the Company or such Restricted Subsidiary
                  would be entitled to incur Debt secured by a Lien on the
                  Principal Property involved in such transaction at least equal
                  in amount to the Attributable Debt with respect to such Sale
                  and Leaseback Transaction without also securing the Notes in
                  compliance with Section 1011(a)(2); or

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                           (2)      the Company shall apply an amount equal to
                  the greater of (A) the net proceeds of such sale, (B) the fair
                  market value of such property at the time of such sale (as
                  determined in good faith by the Company) or (C) the
                  Attributable Debt with respect to such Sale and Leaseback
                  Transaction within 180 days of such sale to either (or a
                  combination of):

                                    (A)      the retirement (other than any
                           mandatory retirement, mandatory prepayment or sinking
                           fund payment or by payment at maturity) of Debt of
                           the Company or a Restricted Subsidiary that has a
                           scheduled maturity more than 12 months after its
                           creation; or

                                    (B)      the purchase, construction,
                           improvement or development of other Property used in
                           a Permitted Business.

                  (b)      At any time other than a Suspension Period, the
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
any Sale and Leaseback Transaction with respect to any Property unless:

                           (1)      the Company or such Restricted Subsidiary
                  would be entitled to Incur Debt in an amount equal to the
                  Attributable Debt with respect to such Sale and Leaseback
                  Transaction pursuant to Section 1008; and

                           (2)      such Sale and Leaseback Transaction is
                  effected in compliance with Section 1013.

                  SECTION 1013. Limitation on Asset Sales.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, consummate any Asset Sale unless:

                           (1)      the Company or such Restricted Subsidiary
                  receives consideration in connection with such Asset Sale at
                  least equal to the Fair Market Value of the Property subject
                  to such Asset Sale;

                           (2)      at least 75% of the consideration received
                  by the Company or such Restricted Subsidiary in connection
                  with such Asset Sale is in the form of any one or a
                  combination of the following: (A) cash, Cash Equivalents or
                  Additional Assets, (B) the assumption by the purchaser of
                  liabilities of the Company or any Restricted Subsidiary in the
                  amounts as shown on the latest consolidated balance sheet on
                  which such liability appears (other than contingent
                  liabilities and liabilities that are by their terms
                  subordinated to the Notes or the applicable Notes Guarantee,
                  as the case may be), as a result of which the Company and the
                  Restricted Subsidiaries are no longer obligated with respect
                  to such liabilities, (C) securities, notes or other
                  obligations received by the Company or such Restricted
                  Subsidiary to the extent such securities, notes or other
                  obligations are converted by the Company or such Restricted
                  Subsidiary into cash, Cash Equivalents or Additional Assets
                  within 90 days of such Asset Sale, and (D) Debt of a
                  Restricted Subsidiary that is no longer a Restricted
                  Subsidiary as a result of such Asset Sale

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                  if the Company and all of its Restricted Subsidiaries
                  immediately are released from all Guarantees, if any, of
                  payments or other obligations with respect to such Debt and
                  such Debt is no longer the liability of the Company or any of
                  its Restricted Subsidiaries; and

                           (3)      in connection with any Asset Sale for
                  consideration with a value in excess of $50.0 million, the
                  Company delivers an Officers' Certificate to the Trustee
                  certifying that such Asset Sale complies with clauses (1) and
                  (2) of subsection (a) of this Section 1013.

                  (b)      The Net Available Cash (or any portion thereof) from
Asset Sales may be applied by the Company or a Restricted Subsidiary, to the
extent the Company or such Restricted Subsidiary elects (or is required by the
terms of any Debt):

                           (1)      to Repay Senior Debt of the Company or any
                  Notes Guarantor (excluding, in either case, any Debt owed to
                  the Company or an Affiliate of the Company); or

                           (2)      to reinvest in Additional Assets (including
                  by means of an Investment in Additional Assets by a Restricted
                  Subsidiary with Net Available Cash received by the Company or
                  another Restricted Subsidiary), provided that, if the assets
                  that were the subject of such Asset Sale constituted
                  Collateral, then the Additional Assets reinvested with the Net
                  Available Cash from the sale of such Collateral shall be
                  assets that constitute Collateral and shall be pledged at the
                  time of their acquisition to the Second Lien Collateral
                  Trustee as Collateral or otherwise become Collateral in
                  accordance with the terms of the Security Documents provided
                  further that such Additional Assets need not be so pledged or
                  otherwise become Collateral if the Security Period has
                  expired.

                  (c)      Any Net Available Cash from an Asset Sale not used in
accordance with subsection (b) of this Section 1013 within 365 days from the
date of the receipt of such Net Available Cash shall constitute "Excess
Proceeds". Pending application of any such Net Available Cash within such
365-day period, the Company may temporarily reduce any revolving borrowings that
constitute Senior Debt.

                  (d)      When the aggregate amount of Excess Proceeds exceeds
$25.0 million, the Company will be required to make an offer to repurchase the
Notes (the "Prepayment Offer"), which offer shall be in the amount of the
Allocable Excess Proceeds (rounded to the nearest $1,000), on a pro rata basis
according to principal amount at a purchase price equal to 100% of the principal
amount, plus accrued and unpaid interest, including Special Interest, if any
(the "Purchase Price"), to, but excluding, the purchase date (the "Purchase
Date") (subject to the right of holders of record on the relevant Regular Record
Date that is prior to the Purchase Date to receive interest due on the relevant
Interest Payment Date). If the Notes delivered for payment exceed, in aggregate
principal amount, the Allocable Excess Proceeds, the Company will purchase such
Notes on a pro rata basis.

                  (e)      The term "Allocable Excess Proceeds" will mean the
product of:

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                           (1)      the Excess Proceeds and

                           (2)      a fraction,

                                    (A)      the numerator of which is the
                           aggregate principal amount of the Notes Outstanding
                           on the date of the Prepayment Offer, and

                                    (B)      the denominator of which is the sum
                           of the aggregate principal amount of the Notes
                           outstanding on the date of the Prepayment Offer and
                           the aggregate principal amount of other Debt of the
                           Company outstanding on the date of the Prepayment
                           Offer that is pari passu in right of payment with the
                           Notes and subject to terms and conditions in respect
                           of Asset Sales similar in all material respects to
                           this Section 1013 and requiring the Company to make
                           an offer to purchase such Debt at substantially the
                           same time as the Prepayment Offer.

                  (f)      To the extent that any portion of the amount of Net
Available Cash remains after a Prepayment Offer pursuant to subsection (d) of
this Section 1013, and provided that all holders of Notes have been given the
opportunity to tender their Notes for purchase in accordance with this Section
1013, the Company or such Restricted Subsidiary may use such remaining amount
for any purpose permitted by this Indenture and the amount of Excess Proceeds
will be reset to zero.

                  (g)      Within Five Business Days after the Company becomes
obligated to make a Prepayment Offer, the Company shall give written notice of
such Prepayment Offer to each Holder by first-class mail, postage prepaid, at
the address of such Holder appearing in the Note Register, stating, (1) the
Purchase Price and the Purchase Date, which date shall be a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is mailed,
or such other dates as are necessary to comply with requirements under the
Exchange Act or any applicable securities laws or regulations; (2) that any Note
not tendered will continue to accrue interest if interest is then accruing; (3)
that, unless the Company defaults in the payment of the Purchase Price, any
Notes accepted for payment pursuant to the Prepayment Offer shall cease to
accrue interest after the Purchase Date; (4) that Holders electing to have any
Notes purchased pursuant to a Prepayment 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 Purchase Date; (5) 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 Purchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing its election to have such Notes purchased; (6) 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; (7) the instructions that Holders of Notes must follow in
order to tender their Notes; (8) the circumstances and facts that the Company
deems relevant regarding such Excess Proceeds Offer and (9) such information
regarding the Company

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and its Subsidiaries that the Company, in good faith, believes will enable the
Holders to make an informed decision with respect to such Prepayment Offer.

                  (h)      The Company will comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations and any applicable rules of any securities
exchange on which the Notes may be listed in connection with the repurchase of
Notes pursuant to this Section 1013. To the extent that the provisions of any
securities laws or regulations or the rules of any securities exchange conflict
with provisions of this Section 1013, the Company will comply with the
applicable securities laws and regulations or rules of any security exchange
and will not be deemed to have breached its respective obligations under this
Section 1013 by virtue of such compliance.

                  SECTION 1014. Limitation on Transactions with Affiliates.

                  (a)      The Company shall not, and shall not permit any
Restricted Subsidiary to, conduct any business or enter into any transaction or
series of transactions (including the purchase, sale, transfer, assignment,
lease, conveyance or exchange of any Property or the rendering of any service)
with, or for the benefit of, any Affiliate of the Company (an "Affiliate
Transaction"), unless:

                           (1)      the terms of such Affiliate Transaction are,
                  when viewed together with related Affiliate Transactions, if
                  any, no less favorable to the Company or such Restricted
                  Subsidiary, as the case may be, than those that reasonably
                  could be expected to be obtained in a comparable arm's-length
                  transaction with a Person that is not an Affiliate of the
                  Company; and

                           (2)      with respect to any Affiliate Transaction
                  or series of related Affiliate Transactions involving
                  aggregate consideration in excess of $50 million, the Company
                  delivers to the Trustee either a resolution of the Board of
                  Directors set forth in an Officers' Certificate certifying
                  that such Affiliate Transaction complies with this Section
                  1014 and that such Affiliate Transaction has been approved by
                  a majority of the disinterested members of the Board of
                  Directors, or an opinion as to the fairness to the Company of
                  such Affiliate Transaction from a financial point of view
                  issued by an accounting, appraisal or investment banking firm
                  of national standing.

                  (b)      Notwithstanding the foregoing limitation, the
following shall not be Affiliate Transactions:

                           (1)      any transaction or series of transactions
                  between the Company and one or more Restricted Subsidiaries or
                  between two or more Restricted Subsidiaries in the ordinary
                  course of business, provided that no more than 10% of the
                  total voting power of the Voting Stock (on a fully diluted
                  basis) of any such Restricted Subsidiary is owned by an
                  Affiliate of the Company (other than a Restricted Subsidiary);

                           (2)      any Restricted Payment permitted to be made
                  pursuant to Section 1009 or any Permitted Investment;

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                           (3)      the payment of compensation (including
                  amounts paid pursuant to employee benefit plans), performance
                  or contribution obligations for the personal services of, the
                  issuance, grant or award of stock options or other equity
                  related interests to, or the granting of indemnification to,
                  officers, directors and employees of the Company or any of the
                  Restricted Subsidiaries, in the ordinary course of business;

                           (4)      loans and advances to directors, employees
                  or officers made in the ordinary course of business in
                  compliance with applicable laws and consistent with the past
                  practices of the Company or such Restricted Subsidiary, as the
                  case may be, provided that such loans and advances do not
                  exceed $5.0 million in the aggregate at any one time
                  outstanding;

                           (5)      the entering into, maintaining or
                  performance of any employment contract, collective bargaining
                  agreement, benefit plan, program or arrangement, related trust
                  agreement or other similar arrangement (in each case entered
                  into in the ordinary course of business and consistent with
                  past practice) for or with any employee, officer or director,
                  including vacation, health, insurance, deferred compensation,
                  retirement, savings or other similar plans;

                           (6)      transactions with Permitted Joint Ventures
                  to which no other Affiliate of the Company or any Restricted
                  Subsidiary is a party to such transactions; and

                           (7)      the payment of reasonable and customary
                  regular fees to directors of the Company who are not employees
                  of the Company and indemnification arrangements entered into
                  by the Company in the ordinary course of business.

                  SECTION 1015. Repurchase at the Option of Holders upon a
Change of Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer") at a
purchase price (the "Change of Control Purchase Price") equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, including Special
Interest on the Notes to be purchased, if any, to, but excluding, the Change of
Control Purchase Date) (subject to the right of Holders on the relevant Regular
Record Date that is prior to the Change of Control Purchase Date to receive
interest due on an Interest Payment Date).

                  (b)      Within 30 days following any Change of Control, the
Company (or at the request of the Company, the Trustee) shall send, by
first-class mail, with a copy to the Trustee, to each Holder at such Holder's
address appearing in the Note Register, a notice stating:

                           (1)      that a Change of Control has occurred and a
                  Change of Control Offer is being made pursuant to Section 1015
                  of this Indenture and that all Notes timely tendered will be
                  accepted for payment;

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                           (2)      the Change of Control Purchase Price
                  and the repurchase date (the "Change of Control Purchase
                  Date"), which date shall be, subject to any contrary
                  requirements of applicable law, a Business Day no earlier than
                  30 days nor later than 60 days from the date such notice is
                  mailed;

                           (3)      the circumstances giving rise to the Change
                  of Control; and

                           (4)      the procedures that Holders must follow in
                  order to tender their Notes (or portions thereof) for payment,
                  and the procedures that Holders must follow in order to
                  withdraw an election to tender Notes (or portions thereof) for
                  payment.

                  (c)      The Company will comply, to the extent applicable,
with the requirements of Section 14 (e) of the Exchange Act and any other
securities laws or regulations or rules of any securities exchange on which the
Notes may be listed in connection with the repurchase of Notes pursuant to a
Change of Control Offer. To the extent that the provisions of any securities
laws or regulations or rules of such security exchange conflict with the
provisions of this Section 1015, the Company, to the extent applicable, will
comply with the applicable securities laws and regulations or rules of such
securities exchange and will not be deemed to have breached its obligations
under this Section 1015 by virtue of such compliance.

                  SECTION 1016. Designation of Restricted and Unrestricted
Subsidiaries.

                  (a)      The Board of Directors may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default or Event of Default.

                  (b)      If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, all outstanding Investments owned by the Company and
its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be
an Investment made as of the time of such designation and will reduce the amount
available for Restricted Payments under clause (a)(3) of Section 1009 or
Permitted Investments, as applicable; provided that Investments in Persons in
existence before such Person becomes a Subsidiary that were Permitted
Investments or allowed under Section 1009, will not be deemed to be Investments
at the time such Person becomes a Subsidiary and is designated as an
Unrestricted Subsidiary. All such outstanding Investments will be valued at
their Fair Market Value at the time of such designation. A designation will be
permitted only if such Restricted Payment would be permitted at that time and if
such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

                  (c)      The Board of Directors may redesignate an
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default or Event of Default.

                  SECTION 1017. Payments for Consent.

                  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be

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paid or is paid to all Holders that consent, waive or agree to amend in the time
frame set forth in the solicitation documents relating to such consent, waiver
or agreement.

                  SECTION 1018. Limitation on Layered Debt.

                  After (a) a Fall-Away Event has occurred and (b) the
Collateral has been released from the Security Interest, during any period other
than a Suspension Period, the Company and the Notes Guarantors will not incur
any Debt (including Permitted Debt, but excluding Acquired Debt that is not
incurred in contemplation of or in connection with any Person becoming a
Restricted Subsidiary) that is contractually subordinated in right of payment to
any other Debt of the Company or any Notes Guarantor unless such Debt is also
contractually subordinated in right of payment to the Notes at least to the same
extent; provided, however, that no Debt of the Company or any Notes Guarantor
shall be deemed to be contractually subordinated in right of payment to any
other Debt of the Company or any Notes Guarantor solely by reason of such other
Debt being secured, being secured by a prior lien on the Collateral, being
Guaranteed, having a shorter maturity of payment or being structurally senior.

                  SECTION 1019. Available Information.

                  Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the
Company shall file with the Commission and provide the Trustee and Holders of
Notes (whether or not the Company shall file with the Commission) with such
annual reports and such information, documents and other reports as are
specified in Sections 13(a) and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such information, documents and
reports to be so filed and provided at the times specified for the filing of
such information, documents and reports under such Sections; provided, however,
that the Company shall not be so obligated to file such information, documents
and reports with the Commission if the Commission does not permit such filings;
provided further that any information accepted for filing by the SEC shall be
deemed to have been provided to the Holders of the Notes and the Trustees.

                  If at any time during the two-year period following the date
of original issue of the Notes the Company is not subject to the information
requirements of Section 13 or 15(d) of the Exchange Act and the Notes constitute
"restricted securities" within the meaning of the Securities Act, the Company
will furnish to holders of Notes and prospective purchasers designated by such
holders the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act in order to permit compliance with Rule 144A in
connection with resales of such Notes.

                  SECTION 1020. Statement by Officers as to Default; Compliance
Certificates.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year (which as of the Issue Date is the Saturday nearest
September 30) of the Company ending after the date hereof an Officers'
Certificate (in which one of the two Officers signing such certificate is either
a principal executive officer, principal financial officer or principal
accounting officer of the Company), stating whether or not to the best knowledge
of the signers thereof the Company is in default in the performance and
observance of any of the terms,

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<PAGE>

provisions and conditions of this Indenture and the Security Documents (without
regard to any period of grace or requirement of notice provided hereunder), and
if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.

                  SECTION 1021. Waiver of Certain Covenants.

                  Subject to Section 902, the Company may omit in any particular
instance to comply with any covenant or condition set forth in Article Eight
and Sections 1004 to 1023, inclusive, Article Eleven, and Section 1306 if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Notes shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.

                  SECTION 1022. [Intentionally Omitted]

                  SECTION 1023. Covenants After Fall-Away Event.

                  (a)      Notwithstanding any other provision of this
Indenture:

                           (1)      During a Suspension Period, the provisions
                  of Sections 1008, 1009, 1010, 1013, 1014, 1015, 1017, clause
                  (a)(4) of Section 801, clause (a)(1) of Section 1011 and
                  subsection (b) of Section 1012 of this Indenture shall be
                  suspended (collectively, the "Suspended Covenants") and shall
                  for the Suspension Period be deemed not to form a part of this
                  Indenture and the Company and its Restricted Subsidiaries
                  shall have no obligation or liability in respect of such
                  sections for such period;

                           (2)      In case of a Fall-Away Event, upon receipt
                  of a Company Request, the Collateral shall be permanently
                  released from the Security Interest in favor of the Holders
                  and the Company and the Restricted Subsidiaries will no longer
                  be obligated to comply with any obligation or covenant
                  relating to the Collateral as set forth in Article Eleven of
                  this Indenture and all Security Documents insofar as such
                  obligations are with respect to the Notes and the Company and
                  its Restricted Subsidiaries shall have no obligation or
                  liability in respect of such sections, or under the Security
                  Documents, and any provisions of this Indenture or the Notes
                  that refer to the Collateral, the Security Documents or the
                  Security Interest and the Company's obligations with respect
                  thereto shall be construed accordingly.

                  (b)      If%, after a Fall-Away Event, either or both of the
Ratings Agencies withdraw their ratings or downgrade the ratings assigned to the
Notes below Investment Grade Ratings, the Company shall, by written notice,
notify the Trustee within two Business Days upon the Company's knowledge of such
fact.

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<PAGE>

                  (c)      In the event that the Company and the Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the occurrence of a Fall-Away Event and, subsequently, one or
both of the Rating Agencies withdraw their ratings or downgrade the ratings
assigned to the Notes below Investment Grade Ratings or a Default or Event of
Default occurs and is continuing, then the Company and the Restricted
Subsidiaries will thereafter again be subject to the Suspended Covenants and the
additional covenant set forth in Section 1018, but will not be obligated to
comply with clause (a)(2) of Section 1011 or subsection (a) of Section 1012.
Compliance with the Suspended Covenants with respect to Restricted Payments made
after the time of such withdrawal, downgrade, Default or Event of Default will
be calculated in accordance with Section 1009 as though such Section 1009 had
been in effect during the entire period of time from the Issue Date.

                  (d)      The Notes will not be secured after the occurrence of
the Fall-Away Event and the release of the Collateral from the Security Interest
in favor of the Holders, notwithstanding subsequently, one or both of the Rating
Agencies withdraw their ratings or downgrade the ratings assigned to the Notes
below the required Investment Grade Ratings or a Default or Event of Default
occurs and is continuing.

                                 ARTICLE ELEVEN
                                SECURITY INTEREST

                  SECTION 1101. Grant of Security Interest.

                  (a)      The Company and the Notes Guarantors shall, pursuant
to the Security Documents and within the period permitted by the Security
Documents, pledge the Collateral to the Second Lien Collateral Trustee and grant
to the Second Lien Collateral Trustee for the benefit of the Second Lien
Collateral Trustee and for the ratable benefit of the Holders, a security
interest in the Collateral, whether owned on the Issue Date or thereafter
acquired, subject to Permitted Liens (the "Security Interest"), to secure the
Company's and the Notes Guarantors' obligations to pay the principal of (and
premium, if any) and interest, including Special Interest, if any, on the Notes
in accordance with the terms of the Notes and this Indenture and all other
obligations of the Company thereunder.

                  (b)      The Company shall furnish to the Trustee Opinions of
Counsel as required by the Trust Indenture Act with respect to indentures that
are secured by the mortgage or pledge of property, including Opinions of Counsel
required pursuant to Sections 314(b)(1) and 314(b)(2) of the Trust Indenture
Act.

                  (c)      Each Holder, by its acceptance of the Notes, agrees
to all of the terms and conditions of the Security Documents, and authorizes and
directs the Second Lien Collateral Trustee to enter into and perform its
respective obligations, and exercise its respective rights under, the Security
Documents in accordance therewith; provided however that if any provision of the
Security Documents limit, qualify or conflict with the requirements of the Trust
Indenture Act, the Trust Indenture Act will control.

                  (d)      In acting in its capacity as Second Lien Collateral
Trustee, State Street Bank and Trust Company of California, N.A., shall not be
(1) deemed to have breached its

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                                      107

<PAGE>

fiduciary duty as Trustee to the Holders as a result of the performance of its
duties as Second Lien Collateral Trustee to the extent that it acts in
compliance with the terms and provisions of the Security Documents and (2)
liable to the Holders for any action taken or omitted in compliance with the
terms and provisions of the Security Documents.

                  SECTION 1102. Release of Security Interest.

                  (a)      Upon the occurrence of any of the following events,
the Company may, at its option, deliver to the Trustee an Officers' Certificate
(which shall set forth in reasonable detail such event and the Collateral
subject to such event) requesting that the Security Interest in the Collateral
subject to such event be released and an Opinion of Counsel, and upon the
receipt of such Officers' Certificate and Opinion of Counsel, the Trustee shall
instruct the Second Lien Collateral Trustee to release the Collateral subject to
such event:

                           (1)      the Security Interest in all of the
                  Collateral shall be released upon payment in full of the
                  principal of (and premium, if any) and interest, including
                  Special Interest, if any, on the Notes;

                           (2)      the Security Interest in all of the
                  Collateral shall be released if a Fall-Away Event has occurred
                  and is continuing;

                           (3)      the Security Interest in any asset included
                  in the Collateral that is sold, transferred or otherwise
                  disposed of in a transaction that does not violate Section
                  1013 shall be released;

                           (4)      upon the designation of a Restricted
                  Subsidiary as an Unrestricted Subsidiary in accordance with
                  the terms of this Indenture, the Security Interest in (A) the
                  assets of such Unrestricted Subsidiary and (B) any Capital
                  Stock of such Unrestricted Subsidiary held by the Company or
                  any Restricted Subsidiary, shall be released;

                           (5)      the Security Interest in assets that become
                  subject to Liens securing Capital Lease Obligations or
                  Purchase Money Debt permitted to be incurred pursuant to
                  Section 1008 under clause (c) of the definition of "Permitted
                  Debt" shall be released;

                           (6)      if the controlling party (as such term is
                  used in the Intercreditor Agreement) under the Intercreditor
                  Agreement consents to any release of any assets from the first
                  priority lien, the assets so released shall also be released
                  from the Security Interest, provided that the release by such
                  controlling party is not given in connection with a repayment
                  of the First Lien Obligations;

                           (7)      upon (A) the merger, consolidation or sale
                  of property of a Notes Guarantor or (B) the sale or issuance
                  of shares of Capital Stock of such Notes Guarantor resulting
                  in such Notes Guarantor no longer being one of the Company's
                  Subsidiaries, in each case in accordance with the terms of
                  this Indenture, the Security Interest in both (x) the assets
                  of such Notes Guarantor and

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<PAGE>

                  (y) any Capital Stock of such Notes Guarantor held by the
                  Company or any Notes Guarantor, shall be released;

                           (8)      upon the release of a Notes Guarantor from
                  its Notes Guarantee in accordance with the terms of this
                  Indenture, the Security Interest in both (A) the assets of
                  such Notes Guarantor and (B) any Capital Stock of such Notes
                  Guarantor held by the Company or another Notes Guarantor,
                  shall be released;

                           (9)      the Security Interest in any Receivables
                  Program Assets owned by or transferred to a special purpose
                  entity (and any Capital Stock of such special purpose entity
                  held by the Company or any Notes Guarantor) in connection with
                  a Receivables Program otherwise permitted by this Indenture
                  shall be released;

                           (10)     the Security Interest in assets of present
                  or future Notes Guarantors (and any Capital Stock of such
                  Notes Guarantor held by the Company or any Notes Guarantors)
                  that have assets with a net book value equal to or less than
                  $1.0 million shall be released (such Officer's Certificate
                  delivered pursuant to Section 1102(a) shall certify that the
                  net book value of the assets of such Notes Guarantor is equal
                  to or less than $1.0 million);

                           (11)     if the Security Interest in all of the stock
                  of any of the Company's Subsidiaries that is pledged to the
                  Holders is released under any of clauses (1) through (10) of
                  this Section 1102(a), the assets of such Subsidiary shall be
                  released;

                           (12)     upon a defeasance or covenant defeasance
                  effected by the Company in accordance with Article Fourteen or
                  upon a satisfaction and discharge of this Indenture as set
                  forth in Article Four, the Security Interest in all of the
                  Collateral shall be released.

provided that in each case provided in clauses (1) to (12) above, (x) at the
time of such release no Default or Event of Default shall have occurred and be
continuing under this Indenture and (y) the Company shall have complied with
Section 1103 and the Second Lien Collateral Trust Agreement.

                  (b)      The release of the Security Interest in any part of
the Collateral shall not be deemed to impair the Security Interest in other
parts of the Collateral under this Indenture or be deemed to be in contravention
of the provisions of this Indenture and of the Security Documents if and to the
extent such Security Interest in such part of the Collateral is released
pursuant to the terms of this Indenture and the Security Documents.

                  (c)      Whenever any part of or all of the Security Interest
is to be released pursuant to this Section 1102 and the Security Documents, the
Trustee shall, if necessary, or shall cause the Second Lien Collateral Trustee
to, execute any reasonable document or termination statement necessary to
release the Security Interest.

                  SECTION 1103. Documents to be Delivered Prior to Release of
Security Interest.

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                                      109

<PAGE>

                  To the extent applicable, the Company and any other obligor
shall cause Section 314(d) of the Trust Indenture Act relating to the release of
property from the Security Interest to be complied with. Any certificate or
opinion required by Section 314(d) of the Trust Indenture Act may be made by an
Officer of the Company; provided, however, that to the extent required by
Section 314(d) of the Trust Indenture Act, any such certificate or opinion shall
be made by an independent engineer, appraiser or other expert (as such terms are
set forth in such section).

                  SECTION 1104. Pledge of Additional Collateral.

                  (a)      From and after the date the Security Documents are
executed and delivered and so long as the Notes are secured by the Security
Interest, if:

                           (1)      the Company or any Notes Guarantor shall
                  acquire any Property and grant a first priority lien on such
                  Property for the benefit of the holder of First Lien
                  Obligations; or

                           (2)      a Domestic Restricted Subsidiary shall
                  become a Notes Guarantor pursuant to Section 1306,

                  then, the Company or such Notes Guarantor (in respect of the
Property acquired) or such Domestic Restricted Subsidiary (in respect of all of
its Properties that constitute Collateral), shall, promptly, after such
acquisition of Property, if necessary, execute and deliver in respect of such
Property or Properties, mortgages, deeds of trust, security agreements, pledge
agreements or similar instruments (as applicable) and take all such other
actions as may be deemed reasonably necessary by the Second Lien Collateral
Trustee to grant a second priority lien on those additional assets or the assets
of such Domestic Restricted Subsidiary to the Second Lien Collateral Trustee for
the benefit of the holders of Notes (to the extent such assets constitute
Collateral). The execution of such additional security documents shall vest in
the Second Lien Collateral Trustee a perfected security interest, subject only
to Permitted Liens and the Intercreditor Agreement, in such Property or
Properties (to the extent such assets constitute Collateral) for the benefit of
the Second Lien Collateral Trustee on behalf of the Holders, and thereupon all
provisions of this Indenture and the applicable Security Documents relating to
the Collateral shall be deemed to relate to such Property or Properties to the
same extent and with the same force and effect.

                  (b)      From and after the date the Security Documents are
executed and delivered and so long as the Notes are secured by the Security
Interest, if no First Lien Obligations exist, if the Company or the Notes
Guarantors acquire additional assets that constitute Collateral, the Company or
the Notes Guarantor shall grant a second priority lien on those additional
assets to the Second Lien Collateral Trustee for the benefit of the holders of
Notes.

                  (c)      Unless and until documents granting a second lien
security interest in additional Property or assets are delivered to the Second
Lien Collateral Trustee as contemplated by Section 1104(a) and Section 1104(b),
the Trustee and the Second Lien Collateral Trustee may assume without inquiry
that the Second Lien Collateral Trustee has received all Security

Indenture

                                      110

<PAGE>

Documents required to be delivered to it pursuant to this Article Eleven and
that no additional documents are required to be delivered to the Second Lien
Collateral Trustee pursuant to Section 1104(a) or Section 1104(b).

                  SECTION 1105. Amendment to Security Documents.

                  (a)      The Company and the Notes Guarantors shall not,
amend, modify or supplement, or permit or consent to any amendment, modification
or supplement of, the Security Documents in any way that would be adverse to the
Holders in any material respect except in the following circumstances:

                           (1)      if the controlling party (as such term is
                  defined in the Intercreditor Agreement) under the
                  Intercreditor Agreement agrees to any amendment or waiver of,
                  or consent under, any provision of the collateral documents
                  governing the First Lien Obligations with respect to which
                  such Controlling Party is the First Lien Claimholder
                  Representative, then such amendment, waiver or consent will
                  automatically apply to the comparable provision in the
                  Security Documents;

                           (2)      to effectuate a release of any part of the
                  Security Interest in the Collateral under this Article Eleven;
                  or

                           (3)      with the written consent of Holders of a
                  majority of the principal amount of the Outstanding Notes or
                  without the consent of any Holder in accordance with Section
                  901.

                  (b)      Notwithstanding clauses (a)(1), an amendment, waiver
or consent granted by the First Lien Collateral Trustee will not similarly
modify the Security Documents if it would have the effect of imposing additional
duties on the Second Lien Collateral Trustee without its consent or permitting
additional Liens on the Collateral that are not permitted under the terms of
this Indenture.

                                 ARTICLE TWELVE
                               REDEMPTION OF NOTES

                  SECTION 1201. Right of Redemption.

                  (a)      All or a portion of the Notes may be redeemed in
whole or in part and from time to time at the election of the Company, at any
time on or after January 15, 2007, at the Redemption Prices (expressed as
percentages of principal amount) set forth below, together with accrued and
unpaid interest, including Special Interest, to but excluding the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date that is prior to the Redemption Date to receive interest due on the
relevant Interest Payment Date), if redeemed during the 12-month period
commencing on January 15 of the years set forth below:

<TABLE>
<CAPTION>
                           Redemption
Year                         Price
----                         -----
<S>                        <C>
2007.....................   105.188%
2008.....................   102.594%
2009 and thereafter......   100.000%
</TABLE>

Indenture

                                      111

<PAGE>

                  (b)      All or any portion of the Notes may be redeemed at
once or over time at the election of the Company, at any time and from time to
time prior to January 15, 2007, at a Redemption Price equal to the sum of (1)
the principal amount of the Notes to be redeemed, plus (2) accrued and unpaid
interest, including Special Interest, if any, to, but excluding, the Redemption
Date (subject to the right of Holders on the relevant Regular Record Date that
is prior to the Redemption Date to receive interest due on the relevant Interest
Payment Date) plus (3) the Make-Whole Premium.

                  (c)      At any time and from time to time, prior to January
15, 2006, the Company may redeem up to a maximum of 35% of the aggregate
principal amount of the Notes (including any Additional Notes) in an amount not
to exceed the amount of the net cash proceeds of one or more Equity Offerings at
a redemption price equal to 110.375% of the principal amount of such Notes, plus
accrued and unpaid interest thereon, including Special Interest, if any, to but
excluding the Redemption Date (subject to the right of holders of record on the
relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on the relevant Interest Payment Date); provided, however, that
after giving effect to any such redemption, at least 65% of the aggregate
principal amount of the Notes (including any Additional Notes, but excluding
Notes held by the Company and its Subsidiaries) remains outstanding. Any such
redemption shall be made within 90 days of such Equity Offering upon not fewer
than 30 nor more than 60 days' prior notice.

                  SECTION 1202. Applicability of Article.

                  Redemption of Notes at the election of the Company, as
permitted by any provision of this Indenture, shall be made in accordance with
this Article.

                  SECTION 1203. Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Notes pursuant to
Section 1201 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of the Notes, the Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, the
principal amount of Notes to be redeemed and the subsection of this Indenture
pursuant to which redemption shall occur. In the case of (a) any redemption
pursuant to subsection 1201(c), the Company shall also furnish to the Trustee at
the same time as the notification of the Redemption Date, an Officers'
Certificate stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the condition or conditions
precedent to the right of the Company so to redeem have occurred or been
satisfied and, (b) in case of a redemption pursuant to subsection 1201(b), the
Company shall furnish to the Trustee an Officers' Certificate stating the
Redemption Price no later than two Business Days prior to the Redemption Date.

                  SECTION 1204. Selection by Trustee of Notes to be Redeemed.

                  (a)      If less than all the Notes are to be redeemed, the
particular Notes to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee,

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                                      112

<PAGE>

from the Outstanding Notes not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $1,000 or any integral multiple
thereof) of the principal amount of Notes of a denomination larger than $1,000;
provided that the Trustee shall select the Notes to be redeemed on as nearly a
pro rata basis as is practicable.

                  (b)      The Trustee shall promptly notify the Company and
each Note Registrar in writing of the Notes selected for redemption and, in the
case of any Notes selected for partial redemption, the principal amount thereof
to be redeemed.

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

                  SECTION 1205. Notice of Redemption.

                  (a)      Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder to be redeemed, at his address appearing in
the Note Register.

                  (b)      All notices of redemption shall state:

                           (1)      the Redemption Date and the CUSIP or ISIN
                  number, of the Notes, as applicable;

                           (2)      the calculation of the Redemption Price, but
                  need not include the Redemption Price itself if the redemption
                  is pursuant to subsection 1201(b);

                           (3)      whether the redemption is being made
                  pursuant to subsection 1201(a), (b) or (c) and if being made
                  pursuant to subsection 1201(c), a brief statement setting
                  forth the facts showing that the condition or conditions
                  precedent to the right of the Company so to redeem have
                  occurred or been satisfied;

                           (4)      if less than all the Outstanding Notes are
                  to be redeemed, the identification (and, in the case of
                  partial redemption, the principal amount) of the particular
                  Notes to be redeemed;

                           (5)      that on the Redemption Date the Redemption
                  Price will become due and payable upon each such Note to be
                  redeemed and that interest thereon will cease to accrue on and
                  after said date; and

                           (6)      the place or places where such Notes are to
                  be surrendered for payment of the Redemption Price.

                  (c)      At the Company's request (which request may be
revoked by the Company at any time prior to the time at which the Trustee shall
have given such notice to the

Indenture

                                      113

<PAGE>

Holders), made in writing to the Trustee at least 45 days (or such shorter
period as shall be satisfactory to the Trustee) prior to the Redemption Date.
The Trustee shall give the notice of redemption in the name and at the expense
of the Company. If, however, the Company gives such notice to the Holders, the
Company shall concurrently deliver a copy of such notice to the Trustee.

                  (d)      Notice of redemption shall be deemed to be given when
mailed, whether or not the Holder receives the notice. In any event, failure to
give such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of the Notes held by Holders to whom such notice
was properly given.

                  SECTION 1206. Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Notes which are to be redeemed on that date.

                  SECTION 1207. Notes Payable on Redemption Date.

                  (a)      Notice of redemption having been given as provided in
Section 1205, the Notes so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, and from and after
such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Notes shall cease to bear interest. Upon
surrender of any such Note for redemption in accordance with said notice, such
Note shall be paid by the Company at the Redemption Price, together with accrued
interest to, but excluding, the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders registered as such at the close of business
on the Regular Record Dates.

                  (b)      If any Note called for redemption shall not be so
paid upon surrender thereof for redemption, the principal amount (and premium,
if any) shall, until paid, bear interest from the Redemption Date at the rate
provided by the Note in accordance with Section 307.

                  SECTION 1208. Notes Redeemed in Part.

                  Any Note which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee or
the Authenticating Agent shall authenticate and deliver to the Holder of such
Note without service charge, a new Note or Notes, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal amount of the Note so
surrendered.

Indenture

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<PAGE>

                                ARTICLE THIRTEEN
                                   GUARANTEES

                  SECTION 1301. Notes Guarantee.

                  (a)      Subject to the provisions of this Article Thirteen,
each Notes Guarantor, jointly and severally, hereby fully and unconditionally
guarantees to each holder of a Note authenticated and delivered by the Trustee
and to the Trustee, irrespective of the validity or enforceability of this
Indenture, the Notes, the Security Documents, the Registration Rights Agreement
or the obligations of the Company hereunder or thereunder:

                           (1)      the due and punctual payment of the
                  principal of (and premium, if any) and interest on, the Notes,
                  whether at Stated Maturity or on an Interest Payment Date, by
                  acceleration, call for redemption or otherwise (subject to any
                  applicable grace period);

                           (2)      the due and punctual payment of interest on
                  the overdue principal and premium, if any, of, and interest
                  on, the Notes, if lawful;

                           (3)      the due and punctual payment and performance
                  (subject to any applicable grace period) of all other
                  obligations of the Company under this Indenture and the Notes;
                  and

                           (4)      in case of any extension of time of payment
                  or renewal of any Notes or any of such other obligations under
                  this Indenture or under the Notes, the due and punctual
                  payment or performance thereof (subject to any applicable
                  grace period) in accordance with the terms of the extension or
                  renewal, whether at Stated Maturity, by acceleration, call for
                  redemption or otherwise.

                  (b)      Failing payment when due by the Company of any amount
so Guaranteed for whatever reason, the Notes Guarantors shall be jointly and
severally obligated to pay the same immediately. An Event of Default under this
Indenture or the Notes shall constitute an event of default under this Notes
Guarantee, and shall entitle the Holders or the Trustee to accelerate the
obligations of the Notes Guarantors hereunder in the same manner and to the same
extent as the obligations of the Company.

                  (c)      Each Notes Guarantor hereby agrees that (1) its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes, this Indenture, the Security
Documents (if applicable), the Registration Rights Agreement (if applicable) or
the obligations of the Company hereunder or thereunder, the absence of any
action to enforce the same, whether or not a Notes Guarantee is affixed to any
particular Note, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any releases of Collateral, any amendment of this
Indenture, the Notes, the Security Documents or the Registration Rights
Agreement, any delays in obtaining or realizing upon or failure to obtain or
realize upon the Collateral, the recovery of any judgment against the Company or
any its Subsidiaries, any action to enforce the same, or any other circumstance
that might otherwise constitute a legal or equitable discharge or defense of a
guarantor (other than payment in full of

Indenture

                                      115

<PAGE>

the Notes) and (2) subject to Section 1307, each Notes Guarantee will
not be discharged except by complete performance of the obligations of the
Company under the Notes and this Indenture.

                  (d)      The Notes Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against
the Company for liquidation or reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the
Company's assets, and shall, to the fullest extent permitted by law, continue to
be effective or be reinstated, as the case may be, if at any time payment and
performance of the Notes are pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on the Notes,
whether as a "voidable preference," "fraudulent transfer" or otherwise, all as
though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Notes shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or
returned.

                  (e)      Each Notes Guarantor hereby agrees that it shall not
be entitled to and irrevocably waives diligence, presentment, demand of payment,
filing of claim with a court in the event of insolvency or bankruptcy of the
Company, any Notes Guarantor, any other Subsidiary of the Company or any other
obligor under the Notes, any right to require a proceeding first against the
Company, any Notes Guarantor, any other Subsidiary of the Company or any other
obligor under this Indenture, the Notes or the Security Documents and any right,
protest, notice and all demands whatsoever.

                  (f)      If any Holder or the Trustee is required by any court
or otherwise to return to the Company, any Notes Guarantor, any other Subsidiary
of the Company or any other obligor under this Indenture, the Notes or the
Security Documents, or any trustee, liquidator or other similar official, any
amount paid by the Company, any Notes Guarantor, any other Subsidiary of the
Company or any other obligor under this Indenture, the Notes or the Security
Documents to the Trustee or such Holder, the Notes Guarantees, to the extent
theretofore discharged, shall be reinstated in full force and effect.

                  (g)      Each Notes Guarantor agrees that, as between the
Notes Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (i) the maturity of the obligations of the Company guaranteed hereby may
be accelerated as provided in Article Five for the purposes of the Notes
Guarantees, notwithstanding any stay, injunction or other prohibition
preventing such acceleration as to the Company of the obligations guaranteed
hereby, and (ii) in the event of any declaration of acceleration of those
obligations as provided in Article Five, those obligations (regardless of
whether due and payable) will forthwith become due and payable by each of the
Notes Guarantors for the purpose of the Notes Guarantees.

                  (h)      No shareholder, officer, director, employee or
incorporator, past, present or future, of any Notes Guarantor, as such, shall
have any personal liability under this Notes Guarantee by reason of his, her or
its status as such shareholder, officer, director, employee or incorporator.

                  SECTION 1302.  Execution and Delivery of the Notes Guarantees.

Indenture

                                      116

<PAGE>

                  (a)      To evidence the Notes Guarantees set forth in Section
1301, the Company and each Notes Guarantor hereby agrees that:

                           (1)      a notation of the Notes Guarantees
                  substantially as set forth on Exhibit E hereto shall be
                  endorsed on each Note authenticated and delivered by the
                  Trustee;

                           (2)      such endorsement shall be executed on behalf
                  of each Notes Guarantor by any one officer of such Notes
                  Guarantor; and

                  (b)      Each Notes Guarantor hereby agrees that its Notes
Guarantee set forth in Section 1301 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Notes
Guarantee.

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

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

                  (e)      Such signatures upon this Indenture may be by manual
or facsimile signature of such officers and may be imprinted or otherwise
reproduced on this Indenture.

                  SECTION 1303.  Limitation on Notes Guarantors' Liability.

                  Each Notes Guarantor and by its acceptance hereof each Holder
hereby confirms that it is the intention of all such parties that the guarantee
by such Notes Guarantor pursuant to its Notes Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any federal or state law. To
effectuate the foregoing intention, the Holders and the Notes Guarantors hereby
irrevocably agree that the obligations of each Notes Guarantor under its Notes
Guarantee shall be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Notes Guarantor and to any
collections from or payments made by or on behalf of any other Notes Guarantor
in respect of the obligations of such other Notes Guarantor under its Notes
Guarantee, result in the obligations of such Notes Guarantor under its Notes
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law and not rendering a Notes Guarantor insolvent.

                  SECTION 1304.  Rights under the Notes Guarantees.

                  (a)      Until payment in full of the Notes, no payment by any
Notes Guarantor pursuant to the provisions hereof shall entitle such Notes
Guarantor to any payment out of any Collateral or give rise to any claim of the
Notes Guarantors against the Trustee or any Holder.

                  (b)      Each Notes Guarantor waives notice of the issuance,
sale and purchase of the Notes and notice from the Trustee or the Holders from
time to time of any of the Notes of their acceptance and reliance on its
Guaranty.

Indenture

                                      117

<PAGE>

                  (c)      No set-off, counterclaim, reduction or diminution of
any obligation or any defense of any kind or nature (other than performance by
the Notes Guarantors of their obligations hereunder) that any Notes Guarantor
may have or assert against the Trustee or any Holder shall be available
hereunder to such Notes Guarantor.

                  (d)      Each Notes Guarantor shall pay all reasonable costs,
expenses and fees, including all reasonable attorneys' fees, that may be
incurred by the Trustee in enforcing or attempting to enforce the Notes
Guarantees or protecting the rights of the Trustee or the Holder, if any, in
accordance with this Indenture.

                  SECTION 1305.  Primary Obligations.

                  The obligations of each Notes Guarantor hereunder shall
constitute a guaranty of payment and not of collection. Each Notes Guarantor
agrees that it is directly liable to each Holder hereunder, that the obligations
of each Notes Guarantor hereunder are independent of the obligations of the
Company or any other Notes Guarantor, and that a separate action may be brought
against each Notes Guarantor, whether such action is brought against the Company
or any other Notes Guarantor or whether the Company or any other Notes Guarantor
is joined in such action. Each Notes Guarantor agrees that its liability
hereunder shall be immediate and shall not be contingent upon the exercise or
enforcement by the Trustee or the Holders of whatever remedies they may have
against the Company or any other Notes Guarantor or the enforcement of any lien
or realization upon any security the Trustee may at any time possess. Each Notes
Guarantor agrees that any release that may be given by the Trustee or the
Holders to the Company or any other Notes Guarantor shall not release such Notes
Guarantor.

                  SECTION 1306.  Notes Guarantee by Future Domestic
Subsidiaries.

                  (a)      The Company shall cause each Domestic Restricted
Subsidiary that is not a Notes Guarantor and each Person that becomes a Domestic
Restricted Subsidiary following the Issue Date (excluding, at the Company's
option, Domestic Restricted Subsidiaries that have assets with a net book value
equal to or less than $1 million), to execute and deliver to the Trustee:

                           (1)      a supplemental indenture to the Indenture
                  providing for a Notes Guarantee at the time such Person
                  becomes a Domestic Restricted Subsidiary or when the net book
                  value of the assets of such Domestic Restricted Subsidiary
                  exceeds $1.0 million; and

                           (2)      during the Security Period, supplemental
                  security documents to the Second Lien Collateral Trustee,
                  granting a security interest in its assets to the Second Lien
                  Collateral Trustee for the benefit of the Holders; and

                           (3)      the Company shall deliver to the Trustee an
                  Opinion of Counsel, in form reasonably satisfactory to the
                  Trustee, to the effect that (A) such supplemental indenture
                  and security documents (if applicable) have been duly
                  authorized, executed and delivered by such Domestic Restricted
                  Subsidiary and (B) such supplemental indenture and security
                  documents (if applicable) constitute legal, valid, binding and
                  enforceable obligations of such Domestic Restricted

Indenture

                                      118

<PAGE>

                  Subsidiary, subject to customary exceptions and carve-outs
                  applicable to other similar opinions.

                  (b)      The fact that any Note may fail to have endorsed
thereon a Notes Guarantee executed by a Notes Guarantor shall not affect the
validity or enforceability of such Notes Guarantee against such Notes Guarantor.

                  SECTION 1307.  Release of Notes Guarantors.

                  (a)      A Notes Guarantor shall be released from all of its
obligations under its Notes Guarantee, this Indenture, the Security Documents
(if applicable) and the Registration Rights Agreement (if applicable):

                           (1)      in connection with any sale or other
                  disposition of all or substantially all of the assets or all
                  of the Capital Stock of that Notes Guarantor (including by way
                  of merger or consolidation) to a Person that is not (either
                  before or after giving effect to such transaction) a Domestic
                  Restricted Subsidiary of the Company, if such sale or other
                  disposition is in compliance with Section 1013;

                           (2)      upon the designation of such Guarantor as an
                  Unrestricted Subsidiary, in accordance with the terms of this
                  Indenture;

                           (3)      upon the delivery by the Company to the
                  Trustees of an Officers' Certificate certifying that the net
                  book value of the assets of such Notes Guarantor is equal to
                  or less than $1.0 million; or

                           (4)      upon the release of a Notes Guarantor from
                  its Guarantee under the New Credit Facility; provided that
                  such release is not given in connection with a repayment of
                  the First Lien Obligations.

and in each case other than a release pursuant to clause (4) of this subsection
(a) the Company has delivered to the Trustee an Officers' Certificate, each
stating that all conditions precedent herein provide for relating to such
transactions have been complied with and that such release is authorized and
permitted hereunder.

                  (b)      If all of the conditions to release contained in this
Section 1307 have been satisfied, the Trustee shall execute any documents
reasonably requested by the Company or any Notes Guarantor in order to evidence
the release of such Notes Guarantor from its obligations under its Notes
Guarantee under this Article Thirteen, the Security Documents (if applicable)
and the Registration Rights Agreement (if applicable).

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1401.  Company's Option to Effect Defeasance or
Covenant Defeasance.

Indenture

                                      119

<PAGE>

                  The Company may at its option, by Board Resolution, at any
time, elect to have either Section 1402 or Section 1403 applied to the
Outstanding Notes upon compliance with the conditions set forth below in this
Article Fourteen.

                  SECTION 1402.  Defeasance and Discharge.

                  Upon the Company's exercise of the option provided in Section
1401 applicable to this Section 1402, the Company and the Notes Guarantors shall
be deemed to have been discharged from their obligations with respect to the
Outstanding Notes and this Indenture on the date the conditions set forth below
are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance
means that the Company and the Notes Guarantors shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Notes and the
Company and the Notes Guarantors will be deemed to have satisfied all their
other obligations under such Notes, the Notes Guarantees and this Indenture
insofar as such Notes and Notes Guarantees are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of such Notes to receive,
solely from the trust fund described in Section 1404 and as more fully set forth
in such Section 1404, payments in respect of the principal of (and premium, if
any) and interest, including Special Interest, if any, on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Sections 304, 305, 306, 1002 and 1003, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (d) this Article Fourteen. Subject
to compliance with this Article Fourteen, the Company may exercise its option
under this Section 1402 notwithstanding the prior exercise of its option under
Section 1403.

                  SECTION 1403.  Covenant Defeasance.

                  Upon the Company's exercise of the option provided in Section
1401 applicable to this Section 1403, (a) the Company and the Notes Guarantors
shall be released from their obligations under Sections 1005 through 1019
inclusive, Section 1306 and clause (a)(4) of Section 801, (b) the occurrence of
an event specified in Sections 501(a)(3) (with respect to clause (a)(4) of
Section 801), 501(a)(4) (with respect to any of Sections 1008 through 1014,
inclusive, Sections 1016, 1018 and 1306 and Article Eleven), 501(a)(5),
501(a)(6), 501(a)(7) (with respect to Significant Subsidiaries or Restricted
Subsidiaries that individually or in the aggregate would constitute a
Significant Subsidiary), and 501(a)(8) through 501(a)(10), inclusive, shall not
be deemed to be an Event of Default (hereinafter, "covenant defeasance"). For
this purpose, such covenant defeasance means that the Company and its Restricted
Subsidiaries may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, Clause or
Article, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section, Clause or Article or by reason of any reference in
any such Section, Clause or Article to any other provision herein or in any
other document, but the remainder of this Indenture and such Notes shall be
unaffected thereby.

                  SECTION 1404.  Conditions to Defeasance or Covenant
Defeasance.

                  The following shall be the conditions to application of either
Section 1402 or Section 1403 to the then Outstanding Notes:

Indenture

                                      120

<PAGE>

                  (a)      The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 609 who shall agree to comply with the provisions of
this Article Fourteen applicable to it) as trust funds in trust for the purpose
of making the following payments, dedicated solely to the benefit of the Holders
of such Notes, (1) money in an amount, or (2) U.S. Government Obligations that
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (3) a combination thereof,
sufficient to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, the principal of (premium, if
any,) and each installment of interest, including Special Interest, if any, on
the Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable)
of such principal or installment of interest in accordance with the terms of
this Indenture and of such Notes;

                  (b)      The Company delivers a certificate to the Trustee (or
other qualifying trustee) from a nationally recognized firm of independent
certified public accountants expressing their opinion that the amounts deposited
pursuant to subsection (a) of this Section 1404 (without reinvestment on the
deposited money or U.S. Government Obligations or combination thereof) will
provide cash at such times and in such amounts as will be sufficient to pay
principal (premium, if any) and interest, including Special Interest, if any,
when due on all the Notes to Stated Maturity or redemption, as the case may be;

                  (c)      In the case of an election under Section 1402, the
Company shall have delivered to the Trustee an Opinion of Counsel qualified to
practice law in the United States stating that:

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

                           (2)      since the date of this Indenture there has
                  been a change in the applicable U.S. Federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the Outstanding Notes will not recognize
income, gain or loss for U.S. Federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to U.S. Federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge had not occurred;

                  (d)      In the case of an election under Section 1403, the
Company shall have delivered to the Trustee an Opinion of Counsel qualified to
practice law in the United States to the effect that the Holders of the
Outstanding Notes will not recognize gain or loss for U.S. Federal income tax
purposes as a result of such deposit and covenant defeasance and will be subject
to U.S. Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such deposit and covenant defeasance
had not occurred;

                  (e)      Such defeasance or covenant defeasance shall not
cause the Trustee to have a conflicting interest as defined in Section 608 and
for purposes of the Trust Indenture Act with respect to any securities of the
Company;

Indenture

                                      121

<PAGE>

                  (f)      No Default or Event of Default of the Company or such
Person making the deposit in clause (a) shall have occurred and be continuing on
the date of such deposit or, insofar as clause 501(a)(7) is concerned, at any
time during the period ending on the 123rd day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period);

                  (g)      The Company shall have delivered to the Trustee an
Opinion of Counsel qualified to practice law in the United States to the effect
that such deposit shall not cause the trust so created to be subject to the
Investment Company Act of 1940;

                  (h)      Such deposit, defeasance or covenant defeasance and
discharge shall not result in a breach or violation of, or constitute a default
under, any other material agreement or instrument to which the Company is a
party or by which the Company is bound;

                  (i)      The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this Indenture relating to either the
defeasance under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with; and

                  (j)      Upon satisfaction of the above conditions in order to
effect a defeasance or conveyance defeasance, all Notes Guarantors will be fully
and unconditionally released from their obligations under this Indenture and the
Collateral shall be released from the Security Interest.

                  SECTION 1405.  Deposited Money and U.S. Government Obligations
to be Held in Trust; Other Miscellaneous Provisions.

                  (a)      Subject to the provisions of the last subsection of
Section 1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee--collectively,
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of the 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 its
own 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 (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

                  (b)      The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against any U.S.
Government Obligations deposited pursuant to Section 1404 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.

                  (c)      Anything in this Article Fourteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 1404 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written

Indenture

                                      122

<PAGE>

certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance.

                  SECTION 1406.  Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with Section 1402 or 1403 by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Notes, and the obligations of the Notes Guarantors under the
Notes Guarantees, shall be revived and reinstated as though no deposit had
occurred pursuant to this Article Fourteen until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1402 or 1403; provided, however, that if the Company makes any payment of
principal of, and premium, if any, or interest, including Special Interest, if
any, on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or the Paying Agent.

                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

Indenture

                                      123

<PAGE>

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

                                            THE TRUSTEE

                                            STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA,
                                            N.A.,

                                            By: /s/ Scott C. Emmons
                                               ________________________
                                               Name:  Scott C. Emmons
                                               Title: Vice President

Indenture

                                      130

<PAGE>

                                            THE COMPANY

                                            SANMINA-SCI CORPORATION

                                            By: /s/ Rick R. Ackel
                                               ________________________
                                               Name:  Rick R. Ackel
                                               Title: Executive Vice President
                                                      and Chief Financial
                                                      Officer

                                            By: /s/ Walter Boileau
                                               ________________________
                                               Name:  Walter Boileau
                                               Title: Vice President and
                                                      Treasurer

                                            NOTES GUARANTORS

                                            COMPATIBLE MEMORY, INC.

                                            ESSEX ACQUISITION
                                            SUBSIDIARY, INC.

                                            HADCO CORPORATION

                                            HADCO SANTA CLARA, INC.

                                            INTERAGENCY, INC.

                                            INTERWORKS COMPUTER
                                            PRODUCTS

                                            MANU-TRONICS, INC.

                                            MOOSE ACQUISITION
                                            SUBSIDIARY, INC.

                                            SANMINA CANADA HOLDINGS,
                                            INC.

                                            SANMINA ENCLOSURE SYSTEMS
                                            USA INC.

                                            SANMINA-SCI SYSTEMS
                                            (ALABAMA) INC.

                                            SANMINA-SCI SYSTEMS
                                            ENCLOSURES, LLC

                                            SCI ENCLOSURES (DENTON),
                                            INC.

                                            SCI HOLDINGS, INC.

                                            SCI SYSTEMS, INC.

                                            SCI TECHNOLOGY, INC.

                                            SCIMEX, INC.

                                            VIKING COMPONENTS
                                            INCORPORATED

                                            All by: /s/ Rick R. Ackel
                                                   ____________________
                                                   Name:  Rick R. Ackel
                                                   Title: Chief Financial
                                                          Officer

Indenture

                                      131

<PAGE>

                                            NOTES GUARANTORS

                                            SCI PLANT NO. 2, L.L.C.

                                            SCI PLANT NO. 3, L.L.C.

                                            SCI PLANT NO. 4, L.L.C.

                                            SCI PLANT NO. 5, L.L.C.

                                            SCI PLANT NO. 27, L.L.C.

                                            SCI PLANT NO. 30, L.L.C.

                                            All by:

                                            SANMINA-SCI SYSTEMS
                                            (ALABAMA) INC., their Sole
                                            Member

                                            /s/ Rick R. Ackel
                                            ___________________________
                                            Name:  Rick R. Ackel
                                            Title: Chief Financial Officer

Indenture

                                      132

<PAGE>

                                            NOTES GUARANTORS

                                            SCI PLANT NO. 12, L.L.C.

                                            SCI PLANT NO. 22, L.L.C.

                                            All by:

                                            SCI TECHNOLOGY, INC.,
                                            their Sole Member

                                            /s/ Rick R. Ackel
                                            ___________________________
                                            Name:  Rick R. Ackel
                                            Title: Chief Financial Officer

Indenture

                                      133

<PAGE>

                                            NOTES GUARANTORS

                                            SANMINA GENERAL, L.L.C.

                                            SANMINA LIMITED, L.L.C.

                                            SANMINA-SCI, LLC

                                            All by:

                                            SANMINA-SCI CORPORATION,
                                            their Sole Member

                                            /s/ Rick R. Ackel
                                            ___________________________
                                            Name:  Rick R. Ackel
                                            Title: Executive Vice
                                                   President and Chief
                                                   Financial Officer

Indenture

                                      134

<PAGE>

                                            NOTES GUARANTORS

                                            SANMINA TEXAS, L.P.

                                            By: SANMINA GENERAL,
                                                L.L.C.,
                                                its General Partner

                                                By: SANMINA-SCI
                                                    CORPORATION,
                                                    its Sole Member

                                            /s/ Rick R. Ackel
                                            ___________________________
                                            Name:  Rick R. Ackel
                                            Title: Executive Vice
                                                   President and Chief
                                                   Financial Officer

Indenture

                                      135

<PAGE>

                                                                       EXHIBIT A
                                 [FACE OF NOTE]

                 [APPLICABLE LEGENDS PURSUANT TO SECTION 305(C)]

                             SANMINA-SCI CORPORATION

                10.375% Senior Secured Note due January 15, 2010

                                                     [CUSIP] [ISIN] [__________]

No. ____                                                               $ ______

                  SANMINA-SCI CORPORATION, a Delaware corporation (the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, promises to pay to ____________,
or its registered assigns, the principal amount of ____________ ($____) [IF THIS
NOTE IS A GLOBAL NOTE, THEN INSERT - (such principal amount may from time to
time be increased or decreased to such other principal amounts (which, taken
together with the principal amounts of all other Outstanding Notes, shall not
exceed the sum of (a) $750,000,000 plus (b) the principal amount of any
Additional Notes issued pursuant to the within-mentioned Indenture) by
adjustments made on the records of the Trustee referred to in the Indenture)] on
January 15, 2010.

                  Interest Payment Dates: January 15 and July 15.

                  Regular Record Dates: January 1 and July 1.

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

                  The Notes Guarantors that are parties to the Indenture, and
their successors under the Indenture, have jointly and severally, fully and
unconditionally, guaranteed the payment of principal of, premium, if any, and
interest on the Notes.

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                      A-1

<PAGE>

                                                     THE COMPANY:

                                                     SANMINA-SCI CORPORATION

                                                     By:________________________
                                                        Name:
                                                        Title:

                                                     By:________________________
                                                        Name:
                                                        Title:

                    (Trustee's Certificate of Authentication)

                  This is one of the 10.375% Senior Secured Notes due January
15, 2010 described in the within-mentioned Indenture.

Date:                                                STATE STREET BANK AND TRUST
                                                     COMPANY OF CALIFORNIA,
                                                     N.A., as Trustee

                                                     By:________________________
                                                        Authorized Signatory

                                      A-2

<PAGE>

                             [REVERSE SIDE OF NOTE]

                             SANMINA-SCI CORPORATION

                10.375% Senior Secured Note due January 15, 2010

1.       Principal and Interest.

                  The Company will pay the principal amount of this Note on
January 15, 2010.

                  The Company promises to pay interest semiannually in arrears
on the principal amount of this Note on each Interest Payment Date at the rate
per annum shown above, commencing on July 15, 2003. Interest on the Notes will
accrue from the most recent date to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for, from
December 23, 2002. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

                  [IF NOTE IS A RESTRICTED NOTE, THEN INSERT -- The Holder of
this Note (and any Person that has a beneficial interest in this Note) is
entitled to the benefits of an Exchange and Registration Rights Agreement, dated
as of December 23, 2002, and as the same may be amended from time to time (the
"Registration Rights Agreement"), by and among the Company, the Notes Guarantors
and the Purchasers. The Registration Rights Agreement provides that Special
Interest will be payable by the Company to certain holders of the Notes for
specified periods if the Company does not comply with certain of its obligations
thereunder. The Company agrees to pay Special Interest, if any, accruing on this
Note in accordance with the terms of the Registration Rights Agreement.]

                  The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at a rate per annum that is equal to 10.375%.

2.       Method of Payment.

                  The Company will pay principal as provided above and interest
(except Defaulted Interest) on the principal amount of the Notes as provided
above on each January 15 and July 15, to the Persons who are Holders (as
reflected in the Note Register at the close of business on the January 1 or July
1 immediately preceding the Interest Payment Date, such date referred to herein
as the "Regular Record Date"), in each case, even if the Note is cancelled on
registration of transfer or registration of exchange after such Regular Record
Date.

                  The Company will pay principal (and premium, if any), and as
provided above, interest, in money of the United States that at the time of
payment is legal tender for payment of public and private debts. However, the
Company may pay principal (and premium, if any), and interest by its check
payable in such money. It may mail an interest check to a Holder's registered
address (as reflected in the Note Register). If a payment date is a date other
than a Business Day at a place of payment, payment may be made at that place on
the next succeeding day that is a Business Day and no interest shall accrue for
the intervening period if and to the extent the required payment is made on the
next succeeding Business Day.

                                      A-3

<PAGE>

3.       Paying Agent and Note Registrar.

                  Initially, the Trustee will act as authenticating agent,
Paying Agent and Note Registrar. The Company may change any authenticating
agent, Paying Agent or Note Registrar without notice. The Company, any
Subsidiary or any Affiliate of any of them may act as Paying Agent, Note
Registrar or co-Note Registrar.

4.       Indenture; Limitations.

                  The Company issued the Notes under an Indenture among the
Company, each of the Notes Guarantors named therein and State Street Bank and
Trust Company of California, N.A., as trustee (the "Trustee") dated as of
December 23, 2002 (the "Indenture"). Capitalized terms herein are used as
defined in the Indenture unless otherwise indicated. 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. The Notes are subject to all such terms
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of all such terms. To the extent permitted by applicable law, in the
event of any inconsistency between the terms of this Note and the terms of the
Indenture, the terms of the Indenture shall control.

                  The Notes are senior secured obligations of the Company.

                  The Company may, subject to the provisions of the Indenture
and applicable law, issue Additional Notes under the Indenture.

5.       Optional Redemption.

                  Except as set forth below, the Notes will not be redeemable at
the option of the Company prior to January 15, 2007. Starting on that date, the
Company may redeem all or any portion of the Notes, at once or over time, after
giving the required notice under the Indenture.

                  The Notes may be redeemed in whole or in part at the election
of the Company, at any time and from time to time on or after January 15, 2007,
at the Redemption Prices set forth below, plus accrued and unpaid interest,
including Special Interest, if any, to, but excluding, the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
that is prior to the Redemption Date to receive interest due on the relevant
Interest Payment Date). The following Redemption Prices (expressed as
percentages of principal amount) are for the Notes redeemed during the 12-month
period commencing on January 15 of the years set forth below:

<TABLE>
<CAPTION>
YEAR                                  REDEMPTION PRICE
----                                  ----------------
<S>                                   <C>
2007................................      105.188%
2008................................      102.594%
2009 and thereafter.................      100.000%
</TABLE>

                  At any time and from time to time prior to January 15, 2007,
the Company may redeem all or any portion of the Notes after giving the required
notice under the Indenture, at a Redemption Price equal to the sum of:

                                      A-4

<PAGE>

                  (a)      the principal amount of the Notes to be redeemed,
plus

                  (b)      accrued and unpaid interest and Special Interest, if
any, to but excluding the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on the relevant Interest Payment Date), plus

                  (c)      the Make-Whole Premium (as defined in the Indenture).

                  In addition, at any time and from time to time, prior to
January 15, 2006, the Company may redeem up to a maximum of 35% of the aggregate
principal amount of the Notes (including any Additional Notes) in an amount not
to exceed the amount of the net cash proceeds of one or more Equity Offerings at
a Redemption Price equal to 110.375% of the principal amount of the Notes, plus
accrued and unpaid interest thereon, including Special Interest, if any, to, but
excluding, the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date that is prior to the Redemption Date to receive
interest due on the relevant Interest Payment Date); provided that after giving
effect to any such redemption, at least 65% of the aggregate principal amount of
the Notes (including any Additional Notes, but excluding Notes held by the
Company and its Subsidiaries) remains outstanding. Any such redemption shall be
made within 90 days of such Equity Offering upon not fewer than 30 nor more than
60 days' prior notice.

                  In the event of redemption or purchase of this Note in part
only, a new Note or Notes for the unredeemed or unpurchased portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.

6.       Repurchase upon Change of Control.

                  Upon the occurrence of any Change of Control, each Holder
shall have the right to require the Company to repurchase its Notes in cash
pursuant to the offer described in the Indenture at the Change of Control
Purchase Price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to, but excluding, the Change of Control Purchase Date.

                  A notice of such Change of Control will be mailed within 30
days after any Change of Control occurs to each Holder by first-class mail at
its last address as it appears in the Note Register. Notes in original
denominations larger than $1,000 may be sold to the Company in part (equal to
$1,000 or an integral multiple of $1,000). On and after the Change of Control
Purchase Date, interest ceases to accrue on Notes or portions of Notes
surrendered for purchase by the Company, unless the Company defaults in the
payment of the Change of Control Purchase Price.

7.       Denominations; Transfer; Exchange.

                  The Notes are in registered form without coupons in
denominations of $1,000 of principal amount and multiples of $1,000 in excess
thereof. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Note Registrar may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture. The Note Registrar need

                                      A-5

<PAGE>

not register the transfer or exchange of any Notes selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part. Also, it need not issue, register the transfer of or exchange any Notes
during a period beginning at the opening of business 15 days before the day of
mailing of a notice of redemption of Notes selected for redemption.

8.       Persons Deemed Owners.

                  A Holder shall be treated as the owner of a Note for all
purposes.

9.       Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of Outstanding Notes, and any existing default or
compliance with any provision may be waived with the consent of the Holders of
at least a majority in principal amount of Outstanding Notes. Without notice to
or the consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not materially and adversely affect
the rights of any Holder.

10.      Restrictive Covenants.

                  The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries, among other things, to Incur
additional Debt, make Restricted Payments, suffer to exist restrictions on the
ability of Restricted Subsidiaries to make certain payments to the Company,
engage in transactions with Affiliates, suffer to exist or incur Liens, enter
into sale-leaseback transactions, use the proceeds from Asset Sales, or merge,
consolidate or transfer substantially all of their assets. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof an Officers' Certificate (in which one of
the two Officers signing such certificate is either a principal executive
officer, principal financial officer or principal accounting officer of the
Company), stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture and the Security Documents (without
regard to any period of grace or requirement of notice provided hereunder), and
if the Company shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge. During a Suspension Period,
the Company will not be subject to a majority of these restrictive covenants.

11.      Security

                  The Notes are secured by a security interest in the Collateral
which may be released as set forth in the Indenture and the Security Documents.
In addition, the Security Interest in all of the Collateral shall be permanently
released upon the occurrence of a Fall-Away Event.

12.      Successor Persons.

                                      A-6

<PAGE>

                  When a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations except in limited
circumstances described in the Indenture.

13.      Defaults and Remedies.

                  The Indenture sets forth events that constitute an Event of
Default under the Indenture. If an Event of Default shall occur and be
continuing, there may be declared due and payable the principal amount (together
with accrued and unpaid interest) on the Notes in the manner and with the effect
provided in the Indenture. If certain bankruptcy or insolvency events occur and
continue with respect to the Company or its Restricted Subsidiaries that
individually or in the aggregate would constitute a Significant Subsidiary, the
Notes shall automatically become due and payable in accordance with the terms of
the Indenture.

14.      Notes Guarantee.

                  The Company's obligations under the Notes are fully and
unconditionally guaranteed, jointly and severally, by the Notes Guarantors as
such Notes Guarantors may change from time to time in accordance with the terms
of the Indenture.

15.      Designation as Senior Debt.

                  The Notes are designated senior debt for purposes of the
Convertible Debentures issued by the Company. The Notes Guaranty by SCI Systems,
Inc. is designated senior debt for purposes of the 3% Convertible Subordinated
Notes Due 2007 issued by SCI Systems, Inc.

16.      Trustee Dealings with the Company.

                  The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company, the Notes Guarantors or their Affiliates and may otherwise deal
with the Company, the Notes Guarantors or their Affiliates as if it were not the
Trustee.

17.      No Recourse Against Others.

                  No incorporator or any past, present or future partner,
stockholder, other equityholder, officer, director, employee or controlling
person, as such, of the Company, the Notes Guarantors or of any successor Person
shall have any liability for any obligations of the Company or the Notes
Guarantors under the Notes, the Notes 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 and the Notes Guarantees.

18.      Authentication.

                  This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Note.

19.       Abbreviations.

                                      A-7

<PAGE>

                  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).

                  The Company will furnish a copy of the Indenture to any Holder
upon written request and without charge. Requests may be made to Sanmina-SCI
Corporation, 2700 North First Street, San Jose, California 95134.

20.      Governing Law.

                  This Note shall be governed by and construed in accordance
with the laws of the State of New York.

                                      A-8

<PAGE>

                            [FORM OF TRANSFER NOTICE]

                  FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
___________________________________________________

Please print or typewrite name and address including zip code of assignee

___________________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES]

                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date the Registration Statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                   [Check One]

[ ] (a)  this Note is being transferred in compliance with the exemption from
         registration under the Securities Act of 1933, as amended, provided by
         Rule 144A thereunder.

                                       or

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

                                      A-9

<PAGE>

If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Note in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 305 of the Indenture shall have
been satisfied.

Date:________________                        ___________________________________
                                             NOTICE: The signature to this
                                             assignment must correspond
                                             with the name as written upon the
                                             face of the within-mentioned
                                             instrument in every particular,
                                             without alteration or any change
                                             whatsoever.

Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit union) with membership in
an approved signature medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15).

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

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Date:_____________                           ___________________________________
                                             NOTICE: To be executed by an
                                             executive officer

                                      A-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Note purchased by the Company
pursuant to Section 1013 or 1015 of this Indenture, check the Box: [ ]

                  If you wish to have a portion of this Note purchased by the
Company pursuant to Section 1013 or 1015 of the Indenture, state the principal
amount: $___________________.

Date:

Your Signature: ______________________________

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

Signature Notes Guarantee: __________________________

Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit union) with membership in
an approved signature medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15).

                                      A-11

<PAGE>

                                                            EXHIBIT B -- Form of
                                                       Regulation S Certificate

                            REGULATION S CERTIFICATE

State Street Bank and Trust Company
of California, N.A., as Trustee
633 West 5th Street, 12th floor
Los Angeles, CA 90071

         Re:      10.375% Senior Secured Notes due January 15, 2010
                  of Sanmina-SCI Corporation (the "Notes")

                  Reference is hereby made to the Indenture, dated as of
December 23, 2002 (the "Indenture"), among Sanmina-SCI Corporation, the Notes
Guarantors named therein and State Street Bank and Trust Company of California,
N.A., as Trustee. Terms used but not defined herein and defined in Regulation S
or Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")
or in the Indenture shall have the meanings given to them in Regulation S or
Rule 144 or the Indenture, as the case may be.

                  This certificate relates to U.S. $_______________ principal
amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):

                  CUSIP [ISIN] No(s). __________________________________________

                  CERTIFICATE No(s). ___________________________________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Notes or (ii) it is acting on behalf of all the beneficial owners of
the Specified Notes and is duly authorized by them to do so. Such beneficial
owner or owners are referred to herein collectively as the "Owner". If the
Specified Notes are represented by a Global Note, they are held through the
Depositary or an Agent Member in the name of the Undersigned, as or on behalf of
the Owner. If the Specified Notes are not represented by a Global Note, they are
registered in the name of the Undersigned, as or on behalf of the Owner.

                  The Owner has requested that the Specified Notes be
transferred to a person (the "Transferee") who will take delivery in the form of
a Regulation S Note or an interest therein. In connection with such transfer,
the Owner hereby certifies that, unless such transfer is being effected pursuant
to an effective registration statement under the Securities Act, such transfer
is being effected in accordance with Rule 904 of Regulation S or Rule 144 under
the Securities Act and with all applicable securities laws of the states of the
United States and other jurisdictions. Accordingly, the Owner hereby further
certifies as follows:

                                      B-1

<PAGE>

                  If the transfer is being effected in accordance with Rule 904:

                           (a)      the Owner is not a distributor of the Notes,
                                    an affiliate of the Company or any such
                                    distributor or a person acting on behalf of
                                    any of the foregoing;

                           (b)      the offer of the Specified Notes was not
                                    made to a U.S. person in the United States;

                           (c)      either:

                                    (1)      at the time the buy order was
                                             originated, the Transferee was
                                             outside the United States or the
                                             Owner and any person acting on its
                                             behalf reasonably believed that the
                                             Transferee was outside the United
                                             States, or

                                    (2)      the transaction is being executed
                                             in, on or through the facilities of
                                             the Eurobond market, as regulated
                                             by the Association of International
                                             Bond Dealers, or another designated
                                             offshore securities market and
                                             neither the Owner nor any person
                                             acting on its behalf knows that the
                                             transaction has been prearranged
                                             with a buyer in the United States;

                           (d)      no directed selling efforts in contravention
                                    of the requirements of Rule 904(a)(2) have
                                    been made in the United States by or on
                                    behalf of the Owner or any affiliate
                                    thereof; and

                           (e)      if the Owner is a dealer in Notes or has
                                    received a selling conversion, fee or other
                                    remuneration in respect of the Specified
                                    Notes, and the transfer is to occur during
                                    the Distribution Compliance Period, then the
                                    requirements of Rule 904(b)(1) have been
                                    satisfied; and

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

                  If the transfer is being effected pursuant to Rule 144:

                           (a)      the transfer is occurring:

                                    (1)      after a holding period of at least
                                             one year (compute in accordance
                                             with paragraph (d) of Rule 144) has
                                             elapsed since the Specified Notes
                                             were last acquired from an Issuer
                                             or from an affiliate of the
                                             Company, whichever is later, and is
                                             being effected in accordance with
                                             the applicable amount, manner of
                                             sale and notice requirements of
                                             Rule 144; or

                                      B-2

<PAGE>

                                    (2)      after a holding period of at least
                                             two years has elapsed since the
                                             Specified Notes were last acquired
                                             from the Issuer or form an
                                             affiliate of the Company, whichever
                                             is later, and the Owner is not, and
                                             during the preceding three months
                                             has not been, an affiliate of the
                                             Company; and

                           (b)      the Specified Notes are being transferred in
                                    compliance with any applicable "blue sky"
                                    securities laws of all applicable states of
                                    the United States.

                                      B-3

<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the Purchasers under the
Purchase Agreement.

Dated: ______________

                                             __________________________________
                                             (Print the name of the Undersigned,
                                             as such term is defined in the
                                             second subsection of this
                                             certificate.)

                                             By: ______________________________*

                                             Name: ____________________________

                                             Title: ___________________________

                                             (If the Undersigned is a
                                             corporation, partnership or
                                             fiduciary, the title of the
                                             person signing on behalf of
                                             the Undersigned must be
                                             stated.)

                                             *  Signature must be guaranteed by
                                                an eligible Guarantor
                                                Institution (banks,
                                                stockbrokers, savings and loan
                                                associations and credit unions)
                                                with membership in an approved
                                                signature medallion program
                                                pursuant to Securities and
                                                Exchange Commission Rule
                                                17Ad-15.

                                      B-4

<PAGE>

                                                            EXHIBIT C -- Form of
                                                    Restricted Notes Certificate

                        RESTRICTED SECURITIES CERTIFICATE

State Street Bank and Trust Company
of California, N.A., as Trustee
633 West 5th Street, 12th floor
Los Angeles, CA 90071

         Re:      10.375% Senior Secured Notes due January 15, 2010
                  of Sanmina-SCI Corporation (the "Notes")

                  Reference is hereby made to the Indenture, dated as of
December 23, 2002 (the "Indenture"), among Sanmina-SCI Corporation, the Notes
Guarantors named therein and State Street Bank and Trust Company of California,
N.A., as Trustee. Terms used but not defined herein and defined in Rule 144A or
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act") or
in the Indenture shall have the meanings given to them in Rule 144A or Rule 144
or the Indenture, as the case may be.

                  This certificate relates to U.S. $_______________ principal
amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):

                  CUSIP [ISIN] No(s). __________________________________________

                  CERTIFICATE No(s). ___________________________________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Notes or (ii) it is acting on behalf of all the beneficial owners of
the Specified Notes and is duly authorized by them to do so. Such beneficial
owner or owners are referred to herein collectively as the "Owner". If the
Specified Notes are represented by a Global Note, they are held through the
Depositary or an Agent Member in the name of the Undersigned, as or on behalf of
the Owner. If the Specified Notes are not represented by a Global Note, they are
registered in the name of the Undersigned, as or on behalf of the Owner.

                  The Owner has requested that the Specified Notes be
transferred to a person (the "Transferee") who will take delivery in the form of
a Restricted Note or an interest in a Restricted Global Note. In connection with
such transfer, the Owner hereby certifies that, unless such transfer is being
effected pursuant to an effective Registration Statement under the Securities
Act, (i) the Owner is not a U.S. person and (ii) such transfer is being effected
in accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as:

                                      C-1

<PAGE>

                  If the transfer is being effected in accordance with Rule
144A:

                           (a)      the Specified Notes are being transferred to
                                    a person that the Owner and any person
                                    acting on its behalf reasonably believe is a
                                    "qualified institutional buyer" within the
                                    meaning of Rule 144A, acquiring for its own
                                    account or for the account of a qualified
                                    institutional buyer;

                           (b)      the Owner and any person acting on its
                                    behalf have taken reasonable steps to ensure
                                    that the Transferee is aware that the Owner
                                    may be relying on Rule 144A in connection
                                    with the transfer; and

                           (c)      the Specified Notes are being transferred in
                                    compliance with any applicable blue sky
                                    securities law of all applicable states of
                                    the United States.

                  If the transfer is being effected pursuant to Rule 144:

                           (a)      the transfer is occurring:

                                    (i) after a holding period of at least one
                           year (computed in accordance with paragraph (d) of
                           Rule 144) has elapsed since the Specified Notes were
                           last acquired from the Company or from an affiliate
                           of the Company, whichever is later, and is being
                           effected in accordance with the applicable amount,
                           manner of sale and notice requirements of Rule 144;
                           or

                                    (ii) after a holding period of at least two
                           years has elapsed since the Specified Notes were last
                           acquired from the Company or from an affiliate of the
                           Company, whichever is later, and the Owner is not,
                           and during the preceding three months has not been,
                           an affiliate of the Company; and

                           (b)      the Specified Notes are being transferred in
                                    compliance with any applicable "blue sky"
                                    securities laws of all applicable states of
                                    the United States.

                  Upon giving effect to this request to exchange a beneficial
interest in Regulation S Global Notes for a beneficial interest in the
Restricted Global Note, the resulting beneficial interest shall be subject to
the restrictions on transfer applicable to the Restricted Global Notes pursuant
to the Indenture and the Securities Act.

                                      C-2

<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers under the Purchase
Agreement.

Dated: _________________                     ___________________________________
                                             (Print the name of the
                                             Undersigned%, as such term is
                                             defined in the second subsection
                                             of this certificate.)

                                             By: ______________________________*

                                             Name: ____________________________

                                             Title: ___________________________

                                             (If the Undersigned is a
                                             corporation, partnership or
                                             fiduciary, the title of the
                                             person signing on behalf of the
                                             Undersigned must be stated.)

                                             *  Signature must be guaranteed by
                                                an eligible Guarantor
                                                Institution (banks,
                                                stockbrokers, savings and loan
                                                associations and credit unions)
                                                with membership in an approved
                                                signature medallion program
                                                pursuant to Securities and
                                                Exchange Commission Rule
                                                17Ad-15.

                                      C-3

<PAGE>

                                                            EXHIBIT D -- Form of
                                                  Unrestricted Notes Certificate

                         UNRESTRICTED NOTES CERTIFICATE

           (For transfers pursuant to Section 305(b) of the Indenture)

State Street Bank and Trust Company
of California, N.A., as Trustee
633 West 5th Street, 12th floor
Los Angeles, CA 90071

         Re:      10.375% Senior Secured Notes due January 15, 2010
                  of Sanmina-SCI Corporation (the "Notes")

                  Reference is made to the Indenture, dated as of December 23,
2002 (the "Indenture"), among Sanmina-SCI Corporation (the "Company"), the Note
Guarantors named therein and State Street Bank and Trust Company of California,
N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144
under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as
so defined.

                  This certificate relates to U.S. $_____________ principal
amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):

                  [CUSIP] [ISIN] No(s). ________________________________________

                  CERTIFICATE No(s). ___________________________________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Notes or (ii) it is acting on behalf of all the beneficial owners of
the Specified Notes and is duly authorized by them to do so. Such beneficial
owner or owners are referred to herein collectively as the "Owner". If the
Specified Notes are represented by a Global Note, they are held through the
Depositary or an Agent Member in the name of the Undersigned, as or on behalf of
the Owner. If the Specified Notes are not represented by a Global Note, they are
registered in the name of the undersigned, as or on behalf of the Owner.

                  The Owner has requested that the Specified Notes be exchanged
for Notes bearing no Securities Act Legend pursuant to Section 305(c) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified Notes
were last acquired from the Company or from an affiliate of the Company,
whichever is later, and the Owner is not, and during the preceding three months
has not been, an affiliate of the Company. The Owner also acknowledges that any
future transfers of the

                                      D-1

<PAGE>

Specified Notes must comply with all applicable securities laws of the states of
the United States and other jurisdictions.

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

Dated: _____________________                 ___________________________________
                                             (Print the name of the
                                             Undersigned%, as such term is
                                             defined in the second paragraph
                                             of this certificate.)

                                             By: ______________________________*

                                             Name: _____________________________

                                             Title: ____________________________

                                             (If the Undersigned is a
                                             corporation, partnership or
                                             fiduciary, the title of the
                                             person signing on behalf of the
                                             Undersigned must be stated.)

                                             *  Signature must be guaranteed by
                                                an eligible Guarantor
                                                Institution (banks,
                                                stockbrokers, savings and loan
                                                associations and credit unions)
                                                with membership in an approved
                                                signature medallion program
                                                pursuant to Notes and Exchange
                                                Commission Rule 17Ad-15.

                                      D-2

<PAGE>

                                 GUARANTEE
                                                               EXHIBIT E -- Form
                                                              Of Notes Guarantee

                  For good and valuable consideration received from the Company
by the undersigned (hereinafter referred to as the "Notes Guarantors," which
term includes any successor or additional Notes Guarantors), the receipt and
sufficiency of which is hereby acknowledged, subject to Section 1303 of the
Indenture, each Notes Guarantor, jointly and severally, hereby unconditionally
guarantees, irrespective of the validity or enforceability of the Indenture, the
Notes, the Security Documents, the Registration Rights Agreement or the
obligations of any party under the Notes, the Indenture, the Security Documents
or the Registration Rights Agreement, (a) the due and punctual payment of the
principal of (and premium, if any) and interest, including Special Interest, if
any, on the Notes, whether at Stated Maturity or on an Interest Payment Date, by
acceleration, call for redemption or otherwise (subject to any applicable grace
period), (b) the due and punctual payment of interest on the overdue principal
and premium, if any, of the interest (including Special Interest), if any, on
the Notes, if lawful, (c) the due and punctual payment and performance (subject
to any applicable grace period) of all other obligations of the Company under
this Note and the Indenture, all in accordance with the terms set forth therein
and (d) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations under the Notes or the Indenture, the due and
punctual payment or performance thereof (subject to any applicable grace period)
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise.

                  No past, present or future director, officer, employee,
incorporator, stockholder, members or controlling person of the Notes Guarantor
(or any successor entity), as such, shall have any liability under this Notes
Guarantee for any obligations of the Notes Guarantor under this Note 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 this Note waives and
releases all such liability.

                         [Signatures on following pages]

Guarantee

                                      E-1

<PAGE>

                  IN WITNESS WHEREOF, each of the Notes Guarantors has caused
this Notes Guarantee to be signed by a duly authorized officer.

  Date:           , 2002                     NOTES GUARANTORS

                                             COMPATIBLE MEMORY, INC.

                                             ESSEX ACQUISITION SUBSIDIARY, INC.

                                             HADCO CORPORATION

                                             HADCO SANTA CLARA, INC.

                                             INTERAGENCY, INC.

                                             INTERWORKS COMPUTER PRODUCTS

                                             MANU-TRONICS, INC.

                                             MOOSE ACQUISITION SUBSIDIARY, INC.

                                             SANMINA CANADA HOLDINGS, INC.

                                             SANMINA ENCLOSURE SYSTEMS USA INC.

                                             SANMINA-SCI SYSTEMS (ALABAMA) INC.

                                             SANMINA-SCI SYSTEMS ENCLOSURES, LLC

                                             SCI ENCLOSURES (DENTON), INC.

                                             SCI HOLDINGS, INC.

                                             SCI SYSTEMS, INC.

                                             SCI TECHNOLOGY, INC.

                                             SCIMEX, INC.

                                             VIKING COMPONENTS INCORPORATED

                                             All by: ___________________________
                                                     Name:  Rick R. Ackel
                                                     Title: Chief Financial
                                                            Officer

Guarantee

                                      E-2

<PAGE>

                                             NOTES GUARANTORS

                                             SCI PLANT NO. 2, L.L.C.

                                             SCI PLANT NO. 3, L.L.C.

                                             SCI PLANT NO. 4, L.L.C.

                                             SCI PLANT NO. 5, L.L.C.

                                             SCI PLANT NO. 27, L.L.C.

                                             SCI PLANT NO. 30, L.L.C.

                                             All by:

                                             SANMINA-SCI SYSTEMS (ALABAMA) INC.,
                                             their Sole Member

                                             ___________________________________
                                             Name:  Rick R. Ackel
                                             Title: Chief Financial Officer

Guarantee

                                      E-3

<PAGE>

                                             NOTES GUARANTORS

                                             SCI PLANT NO. 12, L.L.C.

                                             SCI PLANT NO. 22, L.L.C.

                                             All by:

                                             SCI TECHNOLOGY, INC.,
                                             their Sole Member

                                             ___________________________________
                                             Name:  Rick R. Ackel
                                             Title: Chief Financial Officer

Guarantee

                                      E-4

<PAGE>

                                             NOTES GUARANTORS

                                             SANMINA GENERAL, L.L.C.

                                             SANMINA LIMITED, L.L.C.

                                             SANMINA-SCI, LLC

                                             All by:

                                             SANMINA-SCI CORPORATION,
                                             their Sole Member

                                             ___________________________________
                                             Name:  Rick R. Ackel
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

Guarantee

                                      E-5

<PAGE>

                                             NOTES GUARANTORS

                                             SANMINA TEXAS, L.P.

                                             By: SANMINA GENERAL, L.L.C.,
                                                 its General Partner

                                                 By: SANMINA-SCI CORPORATION,
                                                     its Sole Member

                                             ___________________________________
                                             Name:  Rick R. Ackel
                                             Title: Executive Vice President and
                                                    Chief Financial Officer

Guarantee

                                      E-6