<PAGE>   1
                                                                     EXHIBIT 4.3



                                                                  EXECUTION COPY


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                      INTEGRATED ELECTRICAL SERVICES, INC.

                                 AS THE COMPANY

                                       AND

                          THE SUBSIDIARIES NAMED HEREIN

                                  AS GUARANTORS

                                       TO

                       STATE STREET BANK AND TRUST COMPANY

                                   AS TRUSTEE

                                    INDENTURE

                            DATED AS OF MAY 29, 2001

              9 3/8% SENIOR SUBORDINATED NOTES, SERIES C, DUE 2009

              9 3/8% SENIOR SUBORDINATED NOTES, SERIES D, DUE 2009





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



<PAGE>   2



                              CROSS-REFERENCE TABLE

                (NOTE - this table is not part of the Indenture)


<TABLE>
<CAPTION>
 TIA                                                                                               Indenture
Section                                                                                             Section
-------                                                                                             -------
<S>                                                                                                 <C>
310(a)(1)..............................................................................................6.9
310(a)(2)..............................................................................................6.9
310(a)(3).............................................................................................N.A.
310(a)(4).............................................................................................N.A.
310(a)(5).............................................................................................N.A.
310(b)...........................................................................................6.8; 6.10
310(c)................................................................................................N.A.
311(a)................................................................................................6.13
311(b)................................................................................................6.13
311(c)................................................................................................N.A.
312(a)............................................................................................7.1; 7.2
312(b).................................................................................................7.2
312(c).................................................................................................7.2
313(a).................................................................................................7.3
313(b).................................................................................................7.3
313(c).................................................................................................1.6
313(d).................................................................................................7.3
314(a).................................................................................................7.4
314(b)................................................................................................N.A.
314(c)(1)..............................................................................................1.2
314(c)(2)..............................................................................................1.2
314(c)(3).............................................................................................N.A.
314(d)................................................................................................N.A.
314(e).................................................................................................1.2
314(f)................................................................................................N.A.
315(a).................................................................................................6.1
315(b).................................................................................................6.2
315(c).................................................................................................6.1
315(d).................................................................................................6.1
315(e)................................................................................................5.14
316(a)(1)(A)..........................................................................................5.12
316(a)(1)(B)..........................................................................................5.13
316(a)(2).............................................................................................N.A.
316(a)(last sentence)..................................................................................1.1
316(b)............................................................................................5.7; 5.8
316(c).................................................................................................1.4
317(a)(1)..............................................................................................5.3
317(a)(2)..............................................................................................5.4
317(b)................................................................................................10.3
317(a).................................................................................................1.7
</TABLE>


<PAGE>   3



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I Definitions and Other Provisions of General Application.................................................1

         SECTION 1.1. Definitions.................................................................................1
         SECTION 1.2. Compliance Certificates and Opinions.......................................................21
         SECTION 1.3. Form of Documents Delivered to Trustee.....................................................21
         SECTION 1.4. Acts of Holders; Record Dates..............................................................22
         SECTION 1.5. Notices to Trustee, the Company or a Guarantor.............................................23
         SECTION 1.6. Notice to Holders; Waiver..................................................................23
         SECTION 1.7. Conflict with Trust Indenture Act..........................................................24
         SECTION 1.8. Effect of Headings and Table of Contents...................................................24
         SECTION 1.9. Successors and Assigns.....................................................................24
         SECTION 1.10. Separability Clause.......................................................................24
         SECTION 1.11. Benefits of Indenture.....................................................................24
         SECTION 1.12. Governing Law.............................................................................24
         SECTION 1.13. Legal Holidays............................................................................24

ARTICLE II Security Forms........................................................................................25

         SECTION 2.1. Forms Generally............................................................................25

ARTICLE III The Securities.......................................................................................25

         SECTION 3.1. Title and Terms............................................................................25
         SECTION 3.2. Denominations..............................................................................26
         SECTION 3.3. Execution, Authentication, Delivery and Dating.............................................26
         SECTION 3.4. Temporary Securities.......................................................................27
         SECTION 3.5. Registration, Registration of Transfer and Exchange........................................28
         SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities...........................................29
         SECTION 3.7. Payment of Interest; Rights Preserved......................................................29
         SECTION 3.8. Persons Deemed Owners......................................................................30
         SECTION 3.9. Cancellation...............................................................................30
         SECTION 3.10. Computation of Interest...................................................................30
         SECTION 3.11. CUSIP and CINS Numbers....................................................................31
         SECTION 3.12. Deposits of Monies........................................................................31
         SECTION 3.13. Book-Entry Provisions for Global Securities...............................................31
         SECTION 3.14. Transfer and Exchange.....................................................................32

ARTICLE IV Satisfaction and Discharge............................................................................34

         SECTION 4.1. Satisfaction and Discharge of Indenture....................................................34
         SECTION 4.2. Application of Trust Money.................................................................35

ARTICLE V Remedies...............................................................................................35

         SECTION 5.1. Events of Default..........................................................................35
</TABLE>



                                      -i-
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<TABLE>
<S>                                                                                                             <C>
         SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.........................................37
         SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee............................38
         SECTION 5.4. Trustee May File Proofs of Claim...........................................................38
         SECTION 5.5. Trustee May Enforce Claims Without Possession of Securities................................39
         SECTION 5.6. Application of Money Collected.............................................................39
         SECTION 5.7. Limitation on Suits........................................................................39
         SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest..................40
         SECTION 5.9. Restoration of Rights and Remedies.........................................................40
         SECTION 5.10. Rights and Remedies Cumulative............................................................40
         SECTION 5.11. Delay or Omission Not Waiver..............................................................40
         SECTION 5.12. Control by Holders........................................................................40
         SECTION 5.13. Waiver of Past Defaults...................................................................41
         SECTION 5.14. Undertaking for Costs.....................................................................41
         SECTION 5.15. Waiver of Stay or Extension Laws..........................................................41

ARTICLE VI The Trustee...........................................................................................42

         SECTION 6.1. Certain Duties and Responsibilities........................................................42
         SECTION 6.2. Notice of Defaults.........................................................................42
         SECTION 6.3. Certain Rights of Trustee..................................................................42
         SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.....................................43
         SECTION 6.5. May Hold Securities........................................................................44
         SECTION 6.6. Money Held in Trust........................................................................44
         SECTION 6.7. Compensation and Reimbursement.............................................................44
         SECTION 6.8. Conflicting Interests......................................................................45
         SECTION 6.9. Corporate Trustee Required; Eligibility....................................................45
         SECTION 6.10. Resignation and Removal; Appointment of Successor.........................................45
         SECTION 6.11. Acceptance of Appointment by Successor....................................................46
         SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business...............................46
         SECTION 6.13. Preferential Collection of Claims Against the Company or a Guarantor......................47
         SECTION 6.14. Appointment of Authenticating Agent.......................................................47

ARTICLE VII Holders' Lists and Reports by Trustee and Company....................................................48

         SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders..................................48
         SECTION 7.2. Preservation of Information; Communications to Holders.....................................48
         SECTION 7.3. Reports by Trustee.........................................................................49
         SECTION 7.4. Reports by Company.........................................................................49

ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease................................................49

         SECTION 8.1. Company May Merge, Consolidate, Etc. Only on Certain Terms.................................49
         SECTION 8.2. Successor Substituted......................................................................50

ARTICLE IX Amendments; Waivers; Supplemental Indentures..........................................................51

         SECTION 9.1. Amendments, Waivers and Supplemental Indentures Without Consent of Holders.................51
         SECTION 9.2. Modifications, Amendments and Supplemental Indentures with Consent of Holders..............51
</TABLE>



                                      -ii-
<PAGE>   5



<TABLE>
<S>                                                                                                             <C>
         SECTION 9.3. Execution of Supplemental Indentures.......................................................52
         SECTION 9.4. Effect of Supplemental Indentures..........................................................52
         SECTION 9.5. Conformity with Trust Indenture Act........................................................52
         SECTION 9.6. Reference in Securities to Supplemental Indentures.........................................53
         SECTION 9.7. Waiver of Certain Covenants................................................................53
         SECTION 9.8. No Liability for Certain Persons...........................................................53

ARTICLE X Covenants..............................................................................................53

         SECTION 10.1. Payment of Principal, Premium and Interest................................................53
         SECTION 10.2. Maintenance of Office or Agency...........................................................53
         SECTION 10.3. Money for Security Payments to be Held in Trust...........................................54
         SECTION 10.4. Existence; Activities.....................................................................55
         SECTION 10.5. Maintenance of Properties.................................................................55
         SECTION 10.6. Payment of Taxes and Other Claims.........................................................55
         SECTION 10.7. Maintenance of Insurance..................................................................55
         SECTION 10.8. Limitation on Indebtedness................................................................55
         SECTION 10.9. Limitation on Restricted Payments.........................................................56
         SECTION 10.10. Limitation on Issuances and Sales of Restricted Subsidiary Stock.........................58
         SECTION 10.11. Limitation on Transactions with Affiliates...............................................58
         SECTION 10.12. Limitation on Liens......................................................................59
         SECTION 10.13. Change of Control........................................................................59
         SECTION 10.14. Disposition of Proceeds of Asset Sales...................................................60
         SECTION 10.15. Limitation on Dividends and Other Payment Restrictions Affecting
                  Restricted Subsidiaries........................................................................62
         SECTION 10.16. Limitation on Issuance of Subordinated Indebtedness......................................62
         SECTION 10.17. Additional Subsidiary Guarantees.........................................................62
         SECTION 10.18. Limitations on Designation of Unrestricted Subsidiaries..................................63
         SECTION 10.19. Provision of Financial Information.......................................................64
         SECTION 10.20. Statement by Officers as to Default; Compliance Certificates.............................64

ARTICLE XI Redemption of Securities..............................................................................64

         SECTION 11.1. Right of Redemption.......................................................................64
         SECTION 11.2. Applicability of Article..................................................................64
         SECTION 11.3. Election to Redeem; Notice to Trustee.....................................................65
         SECTION 11.4. Selection by Trustee of Securities to Be Redeemed.........................................65
         SECTION 11.5. Notice of Redemption......................................................................65
         SECTION 11.6. Deposit of Redemption Price...............................................................66
         SECTION 11.7. Securities Payable on Redemption Date.....................................................66
         SECTION 11.8. Securities Redeemed in Part...............................................................66

ARTICLE XII Defeasance and Covenant Defeasance...................................................................67

         SECTION 12.1. Company's Option To Effect Defeasance or Covenant Defeasance..............................67
         SECTION 12.2. Defeasance and Discharge..................................................................67
         SECTION 12.3. Covenant Defeasance.......................................................................67
         SECTION 12.4. Conditions to Defeasance or Covenant Defeasance...........................................67
         SECTION 12.5. Deposited Money and U.S. Government Obligations To Be Held in Trust; Miscellaneous
                  Provisions.....................................................................................69
</TABLE>



                                      -iii-
<PAGE>   6


<TABLE>
<S>                                                                                                             <C>
         SECTION 12.6. Reinstatement.............................................................................69

ARTICLE XIII Guaranty............................................................................................70

         SECTION 13.1. Guaranty..................................................................................70
         SECTION 13.2. Limitation on Liability...................................................................71
         SECTION 13.3. Execution and Delivery of Guarantees; Supplemental Indentures.............................72
         SECTION 13.4. Guarantors May Consolidate, Etc., on Certain Terms........................................72
         SECTION 13.5. Release of Guarantors.....................................................................72
         SECTION 13.6. Successors and Assigns....................................................................73
         SECTION 13.7. No Waiver, etc............................................................................73
         SECTION 13.8. Modification, etc.........................................................................73
         SECTION 13.9. Subordination of Guarantees...............................................................73

ARTICLE XIV Subordination........................................................................................73

         SECTION 14.1. Securities Subordinate to Senior Indebtedness and Senior to Subordinated Indebtedness.....73
         SECTION 14.2. Payment Over of Proceeds Upon Dissolution, Etc............................................74
         SECTION 14.3. No Payment When Designated Senior Indebtedness in Default.................................74
         SECTION 14.4. Subrogation to Rights of Holders of Senior Indebtedness...................................75
         SECTION 14.5. Provisions Solely to Define Relative Rights...............................................75
         SECTION 14.6. Trustee to Effectuate Subordination.......................................................75
         SECTION 14.7. No Waiver of Subordination Provisions.....................................................75
         SECTION 14.8. Notice to Trustee.........................................................................76
         SECTION 14.9. Reliance on Judicial Order or Certificate of Liquidating Agent............................76
         SECTION 14.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.................................76
         SECTION 14.11. Rights of Trustee as Holder of Senior Indebtedness; Preservation of
                  Trustee's Rights...............................................................................77
         SECTION 14.12. Article Applicable to Paying Agents......................................................77
</TABLE>


Schedule A        List of Guarantors
Exhibit A-1       Form of Series C Security
Exhibit A-2       Form of Series D Security
Exhibit B         Global Securities Legend
Exhibit C         Transfer Letter
Exhibit D         Form of Supplemental Indenture
Exhibit E         Form of Certificate from Acquiring
                  Institutional Accredited Investor




                                      -iv-
<PAGE>   7



         INDENTURE, dated as of May 29, 2001, among INTEGRATED ELECTRICAL
SERVICES, INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), the Subsidiaries of the Company
named in Schedule A as of the date of issuance (herein called the "Initial
Guarantors") and STATE STREET BANK AND TRUST COMPANY, as trustee (herein called
the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of (i) $125,000,000 aggregate principal
amount of the Company's 9[ ]% Senior Subordinated Notes, Series C, due 2009,
issued on the date hereof (the "Initial Securities"), (ii) if and when issued,
an unlimited principal amount of additional 9[ ]% Senior Subordinated Notes,
Series C, due 2009 or 9[ ]% Senior Subordinated Notes, Series D, due 2009
("Series D Securities") of the Company that may be offered from time to time
subsequent to the Issue Date (the "Additional Securities") and (iii) if and when
issued, the Company's 9[ ]% Senior Subordinated Notes, Series D, due 2009 that
may be issued from time to time in exchange for Initial Securities or any
Additional Securities in an offer registered under the Securities Act as
provided in a Registration Rights Agreement or as Private Exchange Securities as
contemplated by the Registration Rights Agreement (the "Exchange Securities,"
and together with the Initial Securities and Additional Securities, the
"Securities").

         Each Guarantor desires to make the Guaranty provided herein and has
duly authorized the execution and delivery of this Indenture.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                  Definitions and Other Provisions of General Application

SECTION 1.1. Definitions.

         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;

                  (2) all other terms used herein which are defined in 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 GAAP (whether or not such
         is indicated herein);



<PAGE>   8
                                                                               2



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

                  (5) 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

                  (6) each reference herein to a rule or form of the Commission
         shall mean such rule or form and any rule or form successor thereto, in
         each case as amended from time to time.

         Whenever this Indenture requires that a particular ratio or amount be
calculated with respect to a specified period after giving effect to certain
transactions or events on a pro forma basis, such calculation shall be made as
if the transactions or events occurred on the first day of such period, unless
otherwise specified.

         "Acquired Indebtedness" means Indebtedness of a Person (a) assumed in
connection with an Asset Acquisition from such Person or (b) existing at the
time such Person becomes or is merged into a Subsidiary of any other Person.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 1.4.

         "Additional Securities" has the meaning set forth in the first
paragraph of the RECITALS OF THE COMPANY of this Indenture.

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

         "Asset Acquisition" means (a) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company, or shall be merged
with or into the Company or any Restricted Subsidiary of the Company, or (b) the
acquisition by the Company or any Restricted Subsidiary of the Company of the
assets of any Person which constitute all or substantially all of the assets of
such Person, any division or line of business of such Person or, other than in
the ordinary course of business, any other properties or assets of such Person.

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition by the Company or any Restricted Subsidiary to any Person
other than the Company or a Restricted Subsidiary, of (a) any Capital Stock of
any Restricted Subsidiary; (b) all or substantially all of the properties and
assets of any division or line of business of the Company or any Restricted
Subsidiary; or (c) any other properties or assets of the Company or any
Restricted Subsidiary outside of the ordinary course of business, other than (i)
sales of obsolete, damaged or used equipment or other equipment or inventory
sales in the ordinary course of business, (ii) sales of assets in one or a
series of related transactions for an aggregate consideration of less than
$2,000,000 and (iii) sales of accounts receivable for financing purposes. For
the purposes of this definition, the term "Asset Sale" shall not include (i) any
sale, issuance, conveyance, transfer, lease or other disposition of properties
or assets that is governed by the provisions of Article VIII, (ii) a Restricted
Payment that is permitted under Section 10.9, or (iii) the trade or exchange by
the Company or any Restricted Subsidiary of any property or assets owned or held
by the



<PAGE>   9
                                                                               3



Company or such Restricted Subsidiary for any property or assets owned or held
by another Person, provided that the Fair Market Value of the properties traded
or exchanged by the Company or such Restricted Subsidiary (including any cash or
Cash Equivalents to be delivered by the Company or such Restricted Subsidiary)
is reasonably equivalent to the Fair Market Value of the properties (together
with any cash or Cash Equivalents) to be received by the Company or such
Restricted Subsidiary, and provided further that any such cash or Cash
Equivalents shall be deemed to constitute Net Cash Proceeds of an Asset Sale for
purposes of Section 10.14.

         "Asset Sale Deficiency" has the meaning specified in Section 10.14.

         "Asset Sale Offer" has the meaning specified in Section 10.14.

         "Asset Sale Offer Amount" has the meaning specified in Section 10.14.

         "Asset Sale Purchase Date" means the Purchase Date relating to an Asset
Sale Offer.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 hereof to act on behalf of the Trustee to authenticate
Securities.

         "Average Life to Stated Maturity" means, with respect to any
Indebtedness, as at any date of determination, the quotient obtained by dividing
(i) the sum of the products of (a) the number of years (and any portion thereof)
from such date of such determination to the date or dates of each successive
scheduled principal payment (including, without limitation, any sinking fund or
mandatory redemption payment requirements) of such Indebtedness, and (b) the
amount of each such principal payment by (ii) the sum of all such principal
payments.

         "Board of Directors" means the board of directors of a company or its
equivalent, including managers of a limited liability company, general partners
of a partnership or trustees of a business trust, or any duly authorized
committee thereof.

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

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the Borough of
Manhattan, The City of New York, Hartford, Connecticut or Boston, Massachusetts
are authorized or obligated by law or executive order to close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such Person's capital stock or equity participations, and any rights (other
than debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock and, including, without
limitation, with respect to partnerships, limited liability companies or
business trusts, ownership interests (whether general or limited) and any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, such partnerships,
limited liability companies or business trusts.

         "Capitalized Lease Obligation" means any obligation to pay rent or
other amounts under a lease of (or other agreement conveying the right to use)
any property (whether real, personal or mixed) that is required to be classified
and accounted for as a capital lease obligation under GAAP, and, for the purpose
of this Indenture, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.


<PAGE>   10
                                                                               4



         "Cash Equivalents" means, at any time, (a) any evidence of
Indebtedness, maturing not more than one year after such time, issued or
guaranteed by the United States Government or any agency thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof), (b) commercial paper, maturing not more than one year from the date of
issue, rated at least A-2 by Standard & Poor's Ratings Group or P-2 by Moody's
Investors Service, Inc., (c) any certificate of deposit (or time deposits
represented by such certificates of deposit) or bankers acceptance, maturing not
more than one year after such time, or overnight Federal Funds transactions that
are issued or sold by a banking institution that is a member of the Federal
Reserve System and has a combined capital and surplus and undivided profits of
not less than $500,000,000, (d) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clause (a)
above entered into with any bank meeting the specifications of clause (c) above,
and (e) investments in funds investing primarily in investments of the types
described in clauses (a) through (d) above.

         "Change of Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all securities that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 50% of the total
Voting Stock of the Company; (b) the Company consolidates with, or merges with
or into, another Person or sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of its assets to any Person, or
any Person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where (i) the outstanding Voting Stock of the
Company is converted into or exchanged for Voting Stock (other than Redeemable
Capital Stock) of the surviving or transferee corporation and (ii) immediately
after such transaction no "Person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) is the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person
shall be deemed to have "beneficial ownership" of all securities that such
Person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the total Voting Stock of the surviving or transferee corporation; (c) during
any consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of 66 2/3% 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 of the Company then in office; or (d) the Company is liquidated or
dissolved or adopts a plan of liquidation.

         "Change of Control Date" has the meaning specified in Section 10.13.

         "Change of Control Offer" has the meaning specified in Section 10.13.

         "Change of Control Purchase Date" has the meaning specified in Section
10.13.

         "Change of Control Purchase Price" has the meaning specified in Section
10.13.

         "Clearstream" means Clearstream Banking, societe anonyme.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations thereunder.

         "Commission" means the 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



<PAGE>   11
                                                                               5



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.

         "Common Stock" means the common stock of the Company, par value $0.01
per share, and the Company's restricted voting common stock, par value $0.01 per
share.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its Chief Financial Officer, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee or Paying Agent, as
applicable.

         "Consolidated Cash Flow Available for Fixed Charges" as of any date of
determination means, with respect to any Person for any period, the sum of,
without duplication, the amounts for such period, taken as a single accounting
period, of (a) Consolidated Net Income, (b) Consolidated Non-cash Charges, (c)
Consolidated Interest Expense, and (d) Consolidated Income Tax Expense (other
than income tax expense (either positive or negative) attributable to
extraordinary gains or losses).

         "Consolidated Fixed Charge Coverage Ratio" as of any date of
determination means, with respect to any Person, the ratio of the aggregate
amount of Consolidated Cash Flow Available for Fixed Charges of such Person for
the four full fiscal quarters, treated as one period, for which financial
information in respect thereof is available immediately preceding the date of
the transaction (the "Transaction Date") giving rise to the need to calculate
the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter
period being referred to herein as the "Four Quarter Period") to the aggregate
amount of Consolidated Fixed Charges of such Person for the Four Quarter Period.
For purposes of making the computation referred to above, Consolidated Cash Flow
Available for Fixed Charges and Consolidated Fixed Charges shall be calculated
giving pro forma effect (in a manner consistent with Rule 11-02 of Regulation
S-X) to the following events (without duplication): (i) any Asset Sale or Asset
Acquisition occurring since the first day of the Four Quarter Period (including
to the date of calculation) as if such acquisition or disposition occurred at
the beginning of the Four Quarter Period (including giving effect to (A) the
amount of any reduction in expenses related to any compensation, remuneration or
other benefit paid or provided to any employee, consultant, Affiliate or equity
owner of the entity involved in any such Asset Sale or Asset Acquisition to the
extent such costs are eliminated or reduced (or public announcement has been
made of the intent to eliminate or reduce such costs) prior to the date of such
calculation and not replaced and (B) the amount of any reduction in general,
administrative or overhead costs of the entity involved in any such Asset Sale
or Asset Acquisition), (ii) the incurrence of Indebtedness giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio and (if
applicable) the application of the net proceeds therefrom, including to
refinance other Indebtedness, as if such Indebtedness were incurred at the
beginning of the Four Quarter Period, (iii) the incurrence, repayment or
retirement of any other Indebtedness by the Company and its Restricted
Subsidiaries since the first day of the Four Quarter Period and prior to the
making of this calculation as if such Indebtedness or obligations were incurred,
repaid or retired at the beginning of the Four Quarter Period (except that, in
making such computation, the amount of Indebtedness under any revolving credit
facility shall be computed based upon the average daily balance of such
Indebtedness during the Four Quarter Period), (iv) elimination of Consolidated
Cash Flow Available for Fixed Charges and Consolidated Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP,
but, with respect to Consolidated Fixed Charges, only to the extent that the
obligations giving rise to such Consolidated Fixed Charges will not be
obligations of the referent Person or any of its Restricted Subsidiaries
following the Transaction Date. In calculating Consolidated Fixed Charges for
purposes of determining the denominator (but not the numerator) of the
Consolidated Fixed Charge Coverage Ratio, (i) interest on



<PAGE>   12
                                                                               6



outstanding Indebtedness determined on a fluctuating basis as of the Transaction
Date and which will continue to be so determined thereafter shall be deemed to
have accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; and (ii) if interest on any
Indebtedness actually incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
Eurocurrency interbank offered rate, or other rates, then the interest rate in
effect on the Transaction Date will be deemed to have been in effect during the
Four Quarter Period. If such Person or any of its Restricted Subsidiaries
directly or indirectly guarantees Indebtedness of a third Person, the above
provisions shall give effect to the incurrence of such guaranteed Indebtedness
as if such Person or such Subsidiary had directly incurred or otherwise assumed
such guaranteed Indebtedness.

         "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum of, without duplication, the amounts for such period of (i)
Consolidated Interest Expense and (ii) the aggregate amount of dividends and
other distributions paid or accrued during such period in respect of Redeemable
Capital Stock or Preferred Stock of such Person and its Restricted Subsidiaries
on a consolidated basis.

         "Consolidated Income Tax Expense" means, with respect to any Person for
any period, the provision for federal, state, local and foreign income taxes of
such Person and its Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, without duplication, the sum of (i) the interest expense of such
Person and its Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP, including, without limitation, (a)
any amortization of debt discount and capitalized debt issuance costs, (b) the
net cost under Interest Rate Protection Obligations (including any amortization
of discounts), (c) the interest portion of any deferred payment obligation, (d)
all commissions, discounts and other fees and charges owed with respect to
letters of credit, bankers' acceptance financing or similar facilities and (e)
all accrued interest and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Net Income" means, with respect to any Person, for any
period, the consolidated net income (or loss) of such Person and its Restricted
Subsidiaries for such period as determined in accordance with GAAP, adjusted, to
the extent included in calculating such net income, by excluding, without
duplication, (i) all extraordinary gains or losses (net of fees and expenses
relating to the transaction giving rise thereto), (ii) the portion of net income
of such Person and its Restricted Subsidiaries allocable to minority interests
in unconsolidated Persons or to Investments in Unrestricted Subsidiaries to the
extent that cash dividends or distributions have not actually been received by
such Person or one of its Restricted Subsidiaries, (iii) net income (or loss) of
any Person combined with such Person or one of its Restricted Subsidiaries on a
"pooling of interests" basis attributable to any period prior to the date of
combination, (iv) gains or losses in respect of any Asset Sales by such Person
or one of its Restricted Subsidiaries (net of fees and expenses relating to the
transaction giving rise thereto), on an after-tax basis, (v) the net income of
any Restricted Subsidiary of such Person to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted, directly or indirectly, by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulations applicable to that Restricted Subsidiary or its
stockholders and (vi) any gain or loss realized as a result of the cumulative
effect of a change in accounting principles.

         "Consolidated Non-cash Charges" means, with respect to any Person for
any period, the aggregate depreciation, amortization (including amortization of
goodwill and other intangibles) and other non-cash charges of such Person and
its Restricted Subsidiaries reducing Consolidated Net Income of



<PAGE>   13
                                                                               7



such Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such non-cash charges
constituting an extraordinary item or loss).

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
address as of the date of this Indenture is located at Goodwin Square, 23rd
Floor, 225 Asylum Street, Hartford, CT 06103, Attention: Corporate Trust,
Administration.

         "Covenant Defeasance" has the meaning specified in Section 12.3.

         "Credit Facility" means the Credit Agreement dated as of May 22, 2001
among the Company, The Chase Manhattan Bank, as Administrative Agent, and the
Banks named therein (which replaced the Credit Agreement dated as of July 30,
1998 among the Company, NationsBank, N.A., as the Agent, and the banks named
therein), including any notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended
(including any amendment and restatement thereof), modified, extended, renewed,
refunded, substituted or replaced or refinanced from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Subsidiaries of the Company as additional borrowers or
guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agents, creditor, lender or group of creditors or lenders.

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

         "Defeasance" has the meaning specified in Section 12.2.

         "Depository" means The Depository Trust Company, or its successor.

         "Designated Guarantor Senior Indebtedness" means, with respect to a
Guarantor, amounts owing by such Guarantor under the Credit Facility and
guarantees by such Guarantor of Designated Senior Indebtedness.

         "Designated Senior Indebtedness" means (i) all Indebtedness under the
Credit Facility and (ii) any other issue of Senior Indebtedness which (a) at the
time of the determination is equal to or greater than $25,000,000 in aggregate
principal amount and (b) is specifically designated by the Company in the
instrument evidencing such Senior Indebtedness as "Designated Senior
Indebtedness."

         "Disinterested Member of the Board of Directors of the Company" means,
with respect to any transaction or series of related transactions, a member of
the Board of Directors of the Company other than a member who has any material
direct or indirect financial interest in or with respect to such transaction or
series of transactions or who is an Affiliate, or an officer, director or an
employee of any Person (other than the Company) who has any direct or indirect
financial interest in or with respect to such transaction or series of
transactions (in each case other than an interest arising solely from the
beneficial ownership of Capital Stock of the Company).

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

         "Event of Default" has the meaning specified in Section 5.1.

         "Excess Proceeds" has the meaning specified in Section 10.14.

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



<PAGE>   14
                                                                               8



         "Exchange Securities" has the meaning set forth in the first paragraph
of the RECITALS OF THE COMPANY of this Indenture.

         "Expiration Date" shall have the meaning set forth in the definition of
"Offer to Purchase."

         "Fair Market Value" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) which could be
negotiated in an arm's-length free market transaction between a willing seller
and a willing buyer, neither of which is under pressure or compulsion to
complete the transaction. Fair Market Value shall be determined by the Board of
Directors of the Company in good faith.

         "Federal Bankruptcy Code" means Title 11, U.S. Code.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States of America, which are in effect from time to
time.

         "Global Securities" means one or more Regulation S Global Securities,
144A Global Securities, IAI Global Securities and Series D Global Securities.

         "guarantee" means, as applied to any obligation, (i) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of nonperformance) of all or any
part of such obligation, including, without limiting the foregoing, the payment
of amounts available to be drawn down under letters of credit of another Person.
The term "guarantee" used as a verb has a corresponding meaning. The term
"guarantor" shall mean any Person providing a guarantee of any obligation.

         "Guarantor Senior Indebtedness" of a Guarantor means the principal of,
premium, if any, and interest on any Indebtedness of such Guarantor, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to such
Guarantor's Guarantee. Without limiting the generality of the foregoing, (x)
"Guarantor Senior Indebtedness" shall include the principal of, premium, if any,
and interest on all obligations of every nature of such Guarantor from time to
time owed to the lenders under the Credit Facility, including, without
limitation, principal of and interest on, and all fees, indemnities and expenses
payable under, the Credit Facility, and (y) in the case of amounts owing under
the Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor
Senior Indebtedness" shall include interest accruing thereon subsequent to the
occurrence of any Event of Default specified in clause (7) or (8) of Section 5.1
relating to such Guarantor, whether or not the claim for such interest is
allowed under any applicable Bankruptcy Code. Notwithstanding the foregoing,
"Guarantor Senior Indebtedness" shall not include (a) Indebtedness evidenced by
the Securities or the Guarantees, (b) Indebtedness that is expressly subordinate
or junior in right of payment to any other Indebtedness of such Guarantor, (c)
Indebtedness which, when incurred and without respect to any election under
Section 1111(b) of Title 11, United States Code, is by its terms without
recourse to such Guarantor, (d) Indebtedness which is represented by Redeemable
Capital Stock, (e) to the extent it constitutes Indebtedness, any liability for
federal, state, local or other taxes owed or owing by such Guarantor, (f)
Indebtedness of such Guarantor to the Company or a Subsidiary of the Company or
any other Affiliate of the Company or any of such Affiliate's Subsidiaries, and
(g) that portion of any Indebtedness which is incurred by such Guarantor in
violation of the Indenture.



<PAGE>   15
                                                                               9



         "Guarantor Subordinated Indebtedness" means, with respect to a
Guarantor, indebtedness and other obligations of such Guarantor which are
expressly subordinated in right of payment to such Guarantor's Guaranty.

         "Guarantors" shall mean each Initial Guarantor and each future
Subsidiary designated a Guarantor in accordance with Section 10.17 herein.

         "Guaranty" means each guaranty of the Securities contained in Article
XIII given by each Guarantor.

         "Guaranty Obligations" means, with respect to each Guarantor, the
obligations of such Guarantor under Article XIII.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "IAI Global Security" means a permanent global Security in registered
form representing the aggregate principal amount of Securities sold to
Institutional Accredited Investors.

         "IAI Security" has the meaning set forth in Section 3.3.

         "Indebtedness" means, with respect to any Person, without duplication,
(a) all liabilities of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities incurred in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit, banker's acceptance or other
similar credit transaction, if, and to the extent, any of the foregoing would
appear as a liability on a balance sheet of such Person prepared in accordance
with GAAP, (b) all obligations of such Person evidenced by bonds, notes,
debentures or other similar instruments, if, and to the extent, any of the
foregoing would appear as a liability on a balance sheet of such Person prepared
in accordance with GAAP, (c) all indebtedness of such Person created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even if the rights and remedies of the seller
or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding consignments and trade
accounts payable arising in the ordinary course of business, (d) all Capitalized
Lease Obligations of such Person, (e) all Indebtedness referred to in the
preceding clauses of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the Holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of the Fair Market Value of such property or asset or the amount of
the obligation so secured), (f) all guarantees of Indebtedness referred to in
this definition by such Person, (g) all Redeemable Capital Stock of such Person
valued at the greater of its voluntary or involuntary maximum fixed repurchase
price plus accrued dividends, and (h) all Interest Rate Protection Obligations
of such Person; provided, however, that Indebtedness shall not include (i)
Indebtedness arising from agreements of the Company or any Restricted Subsidiary
providing for indemnification, adjustment or holdback of purchase price or
similar obligations, in each case, incurred or assumed in connection with the
acquisition or disposition of any business, assets or a Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion
of such business, assets or Subsidiary for the purpose of financing such
acquisition, or (ii) obligations under performance bonds, performance
guarantees, surety bonds, appeal bonds, security deposits or similar
obligations. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by, the fair market value of such Redeemable Capital
Stock, such fair market



<PAGE>   16
                                                                              10



value shall be approved in good faith by the board of directors of the issuer of
such Redeemable Capital Stock; provided, however, that if such Redeemable
Capital Stock is not at the date of determination permitted or required to be
repurchased, the "maximum fixed repurchase price" shall be the book value of
such Redeemable Capital Stock.

         "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 provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Initial Guarantors" has the meaning set forth in the introduction to
this Indenture.

         "Initial Purchasers" means J.P.Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Credit Lyonnais Securities (USA) Inc.,
Scotia Capital (USA) Inc. and TD Securities (USA) Inc.

         "Initial Securities" has the meaning set forth in the first paragraph
of the RECITALS OF THE COMPANY of this Indenture.

         "Institutional Accredited Investor" or "IAI" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, that is not also a QIB.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Interest Rate Protection Agreement" means, with respect to any Person,
any arrangement with any other Person whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, interest rate swaps, caps, floors, collars
and similar agreements or arrangements designed to protect against or manage
such Person's exposure to fluctuations in interest rates.

         "Interest Rate Protection Obligations" means the obligations of any
Person pursuant to any Interest Rate Protection Agreements.

         "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any other Person, provided that the term "Investment" shall not include (a)
extensions of trade credit on commercially reasonable terms in accordance with
normal trade practices and (b) Interest Rate Protection Obligations entered into
in the ordinary course of business.

         "Issue Date" means May 29, 2001.

         "Lien" means any mortgage, charge, pledge, lien (statutory or other),
security interest, hypothecation, assignment for security, claim or other
encumbrance upon or with respect to any property of any kind. A Person shall be
deemed to own subject to a Lien any property which such Person has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement.



<PAGE>   17
                                                                              11



         "Maturity Date" means February 1, 2009.

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof received by the Company or any Restricted Subsidiary in the form of cash
or Cash Equivalents including payments in respect of deferred payment
obligations when received in the form of cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary) net of (i) brokerage commissions and other fees
and expenses (including, without limitation, fees and expenses of legal counsel
and investment bankers, recording fees, transfer fees and appraisers' fees)
related to such Asset Sale, (ii) provisions for all taxes payable as a result of
such Asset Sale, (iii) amounts required to be paid to any Person (other than the
Company or any Restricted Subsidiary) owning a beneficial interest in the assets
subject to the Asset Sale, (iv) payments made to permanently retire Indebtedness
where payment of such Indebtedness is secured by the assets or properties the
subject of such Asset Sale, and (v) appropriate amounts to be provided by the
Company or any Restricted Subsidiary, as the case may be, as a reserve required
in accordance with GAAP against any liabilities associated with such Asset Sale
and retained by the Company or any Restricted Subsidiary, as the case may be,
after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale; provided, however, that any amounts remaining after
adjustments, revaluations or liquidations of such reserves shall constitute Net
Cash Proceeds.

         "1999 Indenture" has the meaning specified in Section 10.15.

         "Non-U.S. Person" means a Person that is not a U.S. Person as such term
is defined in Regulation S.

         "Notice of Default" means a written notice of the kind specified in
Section 5.2.

         "Offer" means a Change of Control Offer or an Asset Sale Offer.

         "Offer to Purchase" means an Offer, sent by or on behalf of the Company
by first-class mail, postage prepaid, to each Holder of Securities at its
address appearing in the register for the Securities on the date of the Offer,
offering to purchase up to the principal amount of Securities specified in such
Offer at the purchase price specified in such Offer (as determined pursuant to
this Indenture). Unless otherwise provided in Section 10.13 or 10.14 or
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Expiration Date") of the Offer to Purchase, which shall be not less than
20 Business Days nor more than 60 days after the date of such Offer (or such
later date as may be necessary for the Company to comply with the Exchange Act),
and a settlement date (the "Purchase Date") for purchase of Securities to occur
no later than five Business Days after the Expiration Date. The Company shall
notify the Trustee at least 15 Business Days (or such shorter period as is
acceptable to the Trustee) prior to the mailing of the Offer of the Company's
obligation to make an Offer to Purchase, and the Offer shall be mailed by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company. The Offer shall contain all the information required by
applicable law to be included therein. The Offer shall contain all instructions
and materials necessary to enable such Holders to tender Securities pursuant to
the Offer to Purchase. The Offer shall also state:

                  (1) the Section of this Indenture pursuant to which the Offer
         to Purchase is being made;

                  (2) the Expiration Date and the Purchase Date;



<PAGE>   18
                                                                              12


                  (3) the purchase price to be paid by the Company for each
         $1,000 aggregate principal amount of Securities accepted for payment
         (as specified pursuant to this Indenture) (the "Purchase Price"); and
         the amount of accrued and unpaid interest to be paid;

                  (4) that the Holder may tender all or any portion of the
         Securities registered in the name of such Holder and that any portion
         of a Security tendered must be tendered in an integral multiple of
         $1,000 principal amount;

                  (5) the place or places where Securities are to be surrendered
         for tender pursuant to the Offer to Purchase;

                  (6) that interest on any Security not tendered or tendered but
         not purchased by the Company pursuant to the Offer to Purchase will
         continue to accrue;

                  (7) that on the Purchase Date the Purchase Price will become
         due and payable upon each Security being accepted for payment pursuant
         to the Offer to Purchase and that interest thereon shall cease to
         accrue on and after the Purchase Date;

                  (8) that each Holder electing to tender all or any portion of
         a Security pursuant to the Offer to Purchase will be required to
         surrender such Security at the place or places specified in the Offer
         prior to the close of business on the Expiration Date (such Security
         being, if the Company or the Trustee so requires, duly endorsed by, or
         accompanied by 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);

                  (9) that Holders will be entitled to withdraw all or any
         portion of Securities tendered if the Company (or its Paying Agent)
         receives, not later than the close of business on the fifth Business
         Day next preceding the Expiration Date, a facsimile transmission or
         letter setting forth the name of the Holder, the principal amount of
         the Security the Holder tendered, the certificate number of the
         Security the Holder tendered and a statement that such Holder is
         withdrawing all or a portion of his tender;

                  (10) that (a) if Securities purchasable at an aggregate
         Purchase Price less than or equal to the Purchase Amount are duly
         tendered and not withdrawn pursuant to the Offer to Purchase, the
         Company shall purchase all such Securities and (b) if Securities
         purchasable at an aggregate Purchase Price in excess of the Purchase
         Amount are tendered and not withdrawn pursuant to the Offer to
         Purchase, the Company shall purchase Securities on a pro rata basis
         based on the Purchase Price therefor (subject in each case to
         applicable rules of the Depositary and any securities exchange upon
         which the Securities may then be listed), with such adjustments as may
         be deemed appropriate so that only Securities in denominations of
         $1,000 principal face amount or integral multiples thereof shall be
         purchased; and

                  (11) that in the case of a Holder whose Security is purchased
         only in part, the Company shall execute and the Trustee shall
         authenticate and deliver to the Holder of such Security without service
         charge, a new Security or Securities, of any authorized denomination as
         requested by such Holder, in an aggregate principal amount equal to and
         in exchange for the unpurchased portion of the Security so tendered.

An Offer to Purchase shall be governed by and effected in accordance with the
provisions of this Indenture pertaining to the type of Offer to which it
relates.

         "Offered Price" has the meaning specified in Section 10.14.



<PAGE>   19
                                                                              13


         "Offering Memorandum" means the Offering Memorandum dated May 23, 2001
pursuant to which the Initial Securities were offered, and any supplement
thereto.

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President or a Vice President, the
Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officer's Certificate given pursuant to Section 10.20 shall
be the principal executive, financial or accounting officer of the Company.

         "144A Global Security" means a permanent global security in registered
form representing the aggregate principal amount of Securities sold in reliance
on Rule 144A under the Securities Act.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

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

                  (i) Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

(ii)     Securities 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 Securities; provided that, if such Securities
         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;

                  (iii) Securities which have been paid pursuant to Section 3.6
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company; and

                  (iv) Securities as to which Defeasance has been effected
         pursuant to Section 12.2;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding (it being
understood that Securities to be acquired by the Company pursuant to an Offer or
other offer to purchase shall not be deemed to be owned by the Company until
legal title to such Securities passes to the Company), except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

         "Pari Passu Indebtedness" means any Indebtedness of the Company that is
pari passu in right of payment to the Securities.



<PAGE>   20
                                                                              14



         "Pari Passu Indebtedness Amount" has the meaning specified in Section
10.14.

         "Pari Passu Offer" has the meaning specified in Section 10.14.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

         "Permitted Founder Stock Repurchases" means one or more repurchases by
the Company, for an aggregate purchase price not to exceed $10,000,000 since
January 29, 1999, of shares of Common Stock owned by former owners of
Subsidiaries of the Company, that were, as of the date of acquisition of such
stock by such Persons, subject to contractual agreements with the Company
restricting their resale.

         "Permitted Indebtedness" means, without duplication:

                  (a) Indebtedness of the Company and the Guarantors evidenced
         by the Securities issued on the Issue Date, the Exchange Securities
         issued in exchange thereof and the Guarantees in respect thereof;

                  (b) Indebtedness of the Company and any Guarantor under the
         Credit Facility in an aggregate principal amount at any one time
         outstanding not to exceed $250,000,000, less any amounts permanently
         repaid in accordance with Section 10.14;

                  (c) Indebtedness of the Company or any Guarantor outstanding
         as of the Issue Date, after giving effect to the application of
         proceeds contemplated by the Offering Memorandum;

                  (d) Indebtedness of the Company or any Restricted Subsidiary
         incurred in respect of bankers' acceptances and letters of credit in
         the ordinary course of business, including Indebtedness evidenced by
         letters of credit issued in the ordinary course of business to support
         the insurance or self-insurance obligations of the Company or any of
         its Restricted Subsidiaries (including to secure workers' compensation
         and other similar insurance coverages), in an aggregate amount not to
         exceed $15,000,000 at any time, but excluding letters of credit issued
         in respect of or to secure money borrowed;

                  (e) (i) Interest Rate Protection Obligations of the Company or
         a Guarantor covering Indebtedness of the Company or a Guarantor and
         (ii) Interest Rate Protection Obligations of any Restricted Subsidiary
         covering Permitted Indebtedness or Acquired Indebtedness of such
         Restricted Subsidiary; provided that, in the case of either clause (i)
         or (ii), (x) any Indebtedness to which any such Interest Rate
         Protection Obligations correspond bears interest at fluctuating
         interest rates and is otherwise permitted to be incurred under Section
         10.8 and (y) the notional principal amount of any such Interest Rate
         Protection Obligations that exceeds 105% of the principal amount of the
         Indebtedness to which such Interest Rate Protection Obligations relate
         shall not constitute Permitted Indebtedness;

                  (f) Indebtedness of a Restricted Subsidiary owed to and held
         by the Company or another Restricted Subsidiary, except that (i) any
         transfer of such Indebtedness by the Company or a Restricted Subsidiary
         (other than to the Company or another Restricted Subsidiary), (ii) the
         sale, transfer or other disposition by the Company or any Restricted
         Subsidiary of Capital Stock of a Restricted Subsidiary which is owed
         Indebtedness of another Restricted Subsidiary such that it shall no
         longer be a Restricted Subsidiary and (iii) the designation of a
         Restricted Subsidiary which is owed Indebtedness of another Restricted
         Subsidiary as an Unrestricted Subsidiary shall, in each case, be an
         incurrence of Indebtedness by such Restricted Subsidiary subject to the
         other provisions of the Indenture;



<PAGE>   21
                                                                              15



                  (g) Indebtedness of the Company owed to and held by a
         Restricted Subsidiary which is unsecured and expressly subordinated in
         right of payment to the payment and performance of the obligations of
         the Company under the Indenture and the Securities, except that (i) any
         transfer of such Indebtedness by a Restricted Subsidiary (other than to
         another Restricted Subsidiary) and (ii) the sale, transfer or other
         disposition by the Company or any Restricted Subsidiary of Capital
         Stock of a Restricted Subsidiary which is owed Indebtedness of the
         Company such that it shall no longer be a Restricted Subsidiary and
         (iii) the designation of a Restricted Subsidiary which is owed
         Indebtedness of the Company shall, in each case, be an incurrence of
         Indebtedness by the Company, subject to the other provisions of the
         Indenture;

                  (h) Indebtedness of the Company or any Guarantor represented
         by Capitalized Lease Obligations, mortgage financings or purchase money
         obligations, in each case incurred for the purpose of financing all or
         any part of the purchase price or cost of construction or improvement
         of property, plant or equipment used in the business of the Company or
         such Guarantor, in an aggregate principal amount not to exceed
         $25,000,000 at any time outstanding;

                  (i) Subordinated Indebtedness of the Company, in an aggregate
         principal amount not to exceed $10,000,000 at any time outstanding,
         that is convertible into Common Stock and issued in connection with an
         Asset Acquisition of a business engaged in the provision of electrical
         contracting and maintenance services to the commercial, industrial,
         power line and data cabling markets and any other businesses reasonably
         related thereto;

                  (j) Indebtedness of the Company, in addition to that described
         in clauses (a) through (i) of this definition, in an aggregate
         principal amount not to exceed $30,000,000 at any time outstanding;

                  (k) (i) Indebtedness of the Company the proceeds of which are
         used solely to refinance (whether by amendment, renewal, extension or
         refunding) Indebtedness of the Company or any of the Guarantors
         incurred pursuant to the Consolidated Fixed Charge Coverage Ratio test
         of the proviso of Section 10.8 or clause (a), (c) or (k) of this
         definition and (ii) Indebtedness of any Guarantor the proceeds of which
         are used solely to refinance (whether by amendment, renewal, extension
         or refunding) Indebtedness of such Guarantor incurred pursuant to the
         Consolidated Fixed Charge Coverage Ratio test of the proviso of Section
         10.8 or clause (c) or (k) of this definition; provided, however, that
         (x) the principal amount of Indebtedness incurred pursuant to this
         clause (k) (or if such Indebtedness provides for an amount less than
         the principal amount thereof to be due and payable upon a declaration
         of acceleration of maturity thereof, the original issue price of such
         Indebtedness) shall not exceed the sum of the principal amount of
         Indebtedness so refinanced, plus the amount of any premiums and fees
         required to be paid in connection with such refinancing pursuant to the
         terms of such Indebtedness, and (y) any Indebtedness incurred pursuant
         to this clause (k) (A) has no scheduled principal payment prior to the
         91st day after the Maturity Date, (B) has an Average Life to Stated
         Maturity greater than the remaining Average Life to Stated Maturity of
         the Securities and (C) is subordinated to the Securities or the
         Guarantees, as the case may be, at least to the same extent that the
         Indebtedness being refinanced is subordinated to the Securities or the
         Guarantees, as the case may be;

                  (l) Indebtedness of any Restricted Subsidiary that constitutes
         Acquired Indebtedness not incurred in contemplation of the acquisition
         of such Restricted Subsidiary; provided that such Indebtedness is
         repaid within 90 days following the consummation of the Asset
         Acquisition in which the Company acquired such Restricted Subsidiary;
         and

                  (m) Guarantees by the Company or guarantees by a Guarantor of
         Indebtedness that was permitted to be incurred under the Indenture.



<PAGE>   22
                                                                              16



         For purposes of determining compliance with Section 10.8, (A) in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness described in the clauses of the preceding paragraph, the
Company, in its sole discretion, shall classify such item of Indebtedness and
only be required to include the amount and type of such Indebtedness in one such
clause, and (B) the amount of Indebtedness issued at a price that is either less
than or greater than the principal amount thereof shall be equal to the amount
of the liability in respect thereof determined in conformity with GAAP. For
purposes of Section 10.8, Indebtedness represented by Exchange Securities
exchanged for Additional Securities that were issued in compliance with Section
10.8, and the Guarantees in respect thereof, shall constitute Permitted
Indebtedness.

         "Permitted Investments" means any of the following: (i) Investments in
the Company or in a Restricted Subsidiary; (ii) Investments in another Person,
if as a result of such Investment (A) such other Person becomes a Restricted
Subsidiary or (B) such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all of its assets to the Company or a
Restricted Subsidiary; (iii) Investments representing Capital Stock or
obligations issued to the Company or any of its Restricted Subsidiaries in
settlement of debts created in the ordinary course of business or claims against
any other Person by reason of a composition or readjustment of debt or a
reorganization of any debtor of the Company or such Restricted Subsidiary or in
satisfaction of judgments; (iv) Investments in Interest Rate Protection
Agreements on commercially reasonable terms entered into by the Company or any
of its Restricted Subsidiaries in the ordinary course of business in connection
with the operations of the business of the Company or its Restricted
Subsidiaries to hedge against fluctuations in interest rates on its outstanding
Indebtedness; (v) Investments in the Securities; (vi) Investments in Cash
Equivalents; (vii) Investments acquired by the Company or any Restricted
Subsidiary in connection with an Asset Sale permitted under Section 10.14 to the
extent such Investments are non-cash proceeds as permitted under Section 10.14;
(viii) any Investment to the extent that the consideration therefor is Capital
Stock (other than Redeemable Capital Stock) of the Company; (ix) any loans or
other advances made pursuant to any employee benefit plans (including plans for
the benefit of directors) or employment agreements or other compensation
arrangements (including for the purchase of Capital Stock by such employees), in
each case as approved by the Board of Directors of the Company in its good faith
judgment, not to exceed $1,000,000 at any one time outstanding; and (x) other
Investments not to exceed $5,000,000 at any time outstanding.

         "Permitted Junior Securities" means Capital Stock of the Company or
debt securities that are subordinated to all Senior Indebtedness (and any debt
securities issued in exchange for Senior Indebtedness) to at least the same
extent as the Securities are subordinated to Senior Indebtedness.

         "Permitted Liens" means the following types of Liens:

                  (a) any Lien existing as of the date of the Indenture;

                  (b) any Lien securing Acquired Indebtedness created prior to
         (and not created in connection with, or in contemplation of) the
         incurrence of such Indebtedness by the Company or any Restricted
         Subsidiary, if such Lien does not attach to any property or assets of
         the Company or any Restricted Subsidiary other than the property or
         assets subject to the Lien prior to such incurrence;

                  (c) Liens in favor of the Company or a Restricted Subsidiary;

                  (d) Liens on and pledges of the Capital Stock of any
         Unrestricted Subsidiary securing any Indebtedness of such Unrestricted
         Subsidiary;

                  (e) Liens for taxes, assessments or governmental charges or
         claims, to the extent any such changes or claims constitute
         Indebtedness, either (i) not delinquent or (ii) contested in good



<PAGE>   23
                                                                              17



         faith by appropriate proceedings and as to which the Company or its
         Restricted Subsidiaries shall have set aside on its books such reserves
         as may be required pursuant to GAAP;

                  (f) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance or other kinds of social security, old age pension or public
         liability obligations;

                  (g) Liens to secure Indebtedness (including Capitalized Lease
         Obligations) permitted by clause (h) under the definition of Permitted
         Indebtedness covering only the assets acquired with such indebtedness;

                  (h) Liens securing Interest Rate Protection Obligations
         permitted to be entered into pursuant to Section 10.8;

                  (i) judgment and attachment Liens not giving rise to an Event
         of Default or Liens created by or existing from any litigation or legal
         proceeding that are currently being contested in good faith by
         appropriate proceedings and for which adequate reserves have been made;

                  (j) Liens in favor of collecting or payor banks having a right
         of setoff, revocation, refund or chargeback with respect to money or
         instruments of the Company or any Subsidiary on deposit with or in
         possession of such bank; and

                  (k) Liens not otherwise permitted by clauses (a) through (j)
         that are incurred in the ordinary course of business of the Company or
         any Restricted Subsidiary with respect to Indebtedness that does not
         exceed $5,000,000 at any one time outstanding.

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

         "Preferred Stock," as applied to any Person, means Capital Stock of any
class or series (however designated) which is preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class or series of such Person.

         "Private Exchange Securities" has the meaning set forth in the
Registration Rights Agreement.

         "Private Placement Legend" shall mean the legend initially set forth on
the Securities in the form set forth on Exhibit A-1.

         "Purchase Amount" means, with respect to an Offer to Purchase, the
maximum aggregate amount payable by the Company for Securities under the terms
of such Offer to Purchase, if such Offer to Purchase were accepted in respect of
all Securities.

         "Purchase Date" shall have the meaning set forth in the definition of
"Offer to Purchase."

         "Qualified Equity Offering" means (i) any public sale of Common Stock
of the Company pursuant to a registration statement filed with the Commission in
accordance with the Securities Act (other than any public offerings with respect
to the Company's Common Stock registered on Form S-8 or Form S-4) or (ii) any
private placement for aggregate proceeds of at least $25,000,000 to a third
party of Common Stock or Capital Stock (other than Redeemable Capital Stock)
that is convertible into Common Stock.



<PAGE>   24
                                                                              18



         "Qualified Institutional Buyer" or "QIB" has the meaning specified in
Rule 144A under the Securities Act.

         "Record Expiration Date" has the meaning specified in Section 1.4.

         "Redeemable Capital Stock" means any class or series of Capital Stock
that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise, is or upon the
happening of an event or passage of time would be required to be redeemed prior
to the 91st day after the Maturity Date or is redeemable at the option of the
holder thereof at any time prior to the 91st day after the Maturity Date, or is
convertible into or exchangeable for debt securities at any time prior to the
91st day after the Maturity Date; provided that Capital Stock will not
constitute Redeemable Capital Stock solely because the holders thereof have the
right to require the Company to repurchase or redeem such Capital Stock upon the
occurrence of a Change of Control or an Asset Sale.

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

         "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement relating to the Securities dated May 29, 2001 by and among the
Company, the Guarantors and the Initial Purchasers, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, and, with respect to any Additional Securities, one or more
substantially similar registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, from time to time.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the January 15 or July 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

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

         "Regulation S Global Security" means a permanent global Security in
registered form representing the aggregate principal amount of Securities sold
in reliance on Regulation S under the Securities Act.

         "Regulation S Security" has the meaning set forth in Section 3.3.

         "Replacement Assets" has the meaning specified in Section 10.14.

         "Required Filing Dates" has the meaning specified in Section 10.19.

         "Resale Restriction Termination Date" has the meaning specified in
Section 3.14(a).

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office, including, any vice president, any
assistant vice president, any assistant secretary, any assistant treasurer, or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

         "Restricted Payments" has the meaning specified in Section 10.9.



<PAGE>   25
                                                                              19



         "Restricted Period" means, in relation to the Initial Securities, the
40 consecutive days beginning on and including the later of (A) the day on which
the Initial Securities are offered to Persons other than distributors (as
defined in Regulation S under the Securities Act) and (B) the Issue Date and, in
relation to any Additional Securities that are Restricted Securities, it means
the comparable period of 40 consecutive days.

         "Restricted Security" means a Security that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and
conclusively rely on an opinion of counsel with respect to whether any Security
constitutes a Restricted Security.

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

         "Revocation" has the meaning set forth in Section 10.18.

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

         "Rule 144A Security" has the meaning set forth in Section 3.3.

         "S&P" means Standard & Poor's Ratings Group, and its successors.

         "Securities" has the meaning set forth in the first paragraph of the
RECITALS OF THE COMPANY of this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Senior Indebtedness" means the principal of, premium, if any, and
interest on any Indebtedness of the Company, whether outstanding on the Issue
Date or thereafter created, incurred or assumed, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities. Without
limiting the generality of the foregoing, (x) "Senior Indebtedness" shall
include the principal of, premium, if any, and interest on all obligations of
every nature of the Company from time to time owed to the lenders under the
Credit Facility, including, without limitation, principal of and interest on,
and all fees, indemnities and expenses payable under, the Credit Facility, and
(y) in the case of Designated Senior Indebtedness, "Senior Indebtedness" shall
include interest accruing thereon subsequent to the occurrence of any Event of
Default specified in clause (7) or (8) of Section 5.1 relating to the Company,
whether or not the claim for such interest is allowed under any applicable
Bankruptcy Code. Notwithstanding the foregoing, "Senior Indebtedness" shall not
include (a) Indebtedness evidenced by the Securities, (b) Indebtedness that is
expressly subordinate or junior in right of payment to any other Indebtedness of
the Company, (c) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is by its terms
without recourse to the Company, (d) Indebtedness which is represented by
Redeemable Capital Stock, (e) to the extent it constitutes Indebtedness, any
liability for federal, state, local or other taxes owed or owing by the Company,
(f) Indebtedness of the Company to a Subsidiary of the Company or any other
Affiliate of the Company or any of such Affiliate's Subsidiaries, and (g) that
portion of any Indebtedness which is incurred by the Company in violation of
this Indenture.



<PAGE>   26
                                                                              20



         "Series D Global Securities" means one or more permanent global
securities in registered form representing the Series D Securities.

         "Significant Subsidiary" of any Person means, as of any date of
determination, a Restricted Subsidiary of such Person which would be a
significant subsidiary of such Person as of such date as determined in
accordance with the definition in Rule 1-02(w) of Regulation S-X promulgated by
the Commission and as in effect on the date of this Indenture.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

         "Stated Maturity" means, when used with respect to any Security or any
installment of interest thereon, the date specified in such Security as the
fixed date on which the principal of such Security or such installment of
interest is due and payable, and when used with respect to any other
Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.

         "Subordinated Indebtedness" means, with respect to the Company,
Indebtedness of the Company which is expressly subordinated in right of payment
to the Securities.

         "Subsidiary" means, with respect to any Person, (i) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof and (ii) any other Person (other than a
corporation), including, without limitation, a partnership, limited liability
company, business trust or joint venture, in which such Person, one or more
Subsidiaries thereof or such Person and one or more Subsidiaries thereof,
directly or indirectly, at the date of determination thereof, have at least
majority ownership interest entitled to vote in the election of directors,
managers or trustees thereof (or other Person performing similar functions). For
purposes of this definition, any directors' qualifying shares or investments by
foreign nationals mandated by applicable law shall be disregarded in determining
the ownership of a Subsidiary.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph 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.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; 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.

         "Unrestricted Subsidiary" means each Subsidiary of the Company
designated as such pursuant to and in compliance with Section 10.18 and each
Subsidiary of any such Subsidiary.

         "U.S. Government Obligation" has the meaning specified in Section 12.4.

         "Vice President," when used with respect to the Company or the Trustee,
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" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any



<PAGE>   27
                                                                              21



other class or classes shall have, or might have, voting power by reason of the
happening of any contingency) and, with respect to the Company, shall be deemed
to include the Common Stock.

SECTION 1.2. Compliance Certificates and Opinions.

         Upon any application or request by the Company or a Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
the Guarantor 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 Officer's Certificate, if to be given by an
officer of the Company or a Guarantor, 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.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

                  (ii) 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;

                  (iii) 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; and

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

SECTION 1.3. Form of Documents Delivered to Trustee.

         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.

         Any certificate or opinion of an officer of the Company or a Guarantor
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 or a
Guarantor stating that the information with respect to such factual matters is
in the possession of the Company or such Guarantor, 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.

         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.



<PAGE>   28
                                                                              22



SECTION 1.4. Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted 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 person or by 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 or a
Guarantor, as applicable. 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 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

         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.

         The ownership of Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security 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, the Company or a
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Security.

         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities, provided that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities 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 Record Expiration Date by
Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall prevent the Company from setting a
new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
nor shall anything in this paragraph be construed to render ineffective any
action taken pursuant to or in accordance with any other provision of this
Indenture by Holders of the requisite principal amount of Outstanding Securities
on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Record Expiration
Date to be given to the Trustee in writing and to each Holder of Securities in
the manner set forth in Section 1.6.

         The Trustee may but need not set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to join in
the giving or making of (i) any Notice of Default,



<PAGE>   29
                                                                              23



(ii) any declaration of acceleration referred to in Section 5.2, (iii) any
request to institute proceedings referred to in Section 5.7(ii) or (v) any
direction referred to in Section 5.12. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities 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 Record Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action (whereupon the record date previously set shall
automatically and without any action by any Person be cancelled and of no
effect), nor shall anything in this paragraph be construed to render ineffective
any action taken pursuant to or in accordance with any other provision of this
Indenture by Holders of the requisite principal amount of Outstanding Securities
on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Trustee, at the Company's expense, shall cause notice of
such record date, the matter(s) to be submitted for potential action by Holders
and the applicable Record Expiration Date to be given to the Company in writing
and to each Holder of Securities in the manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Record
Expiration Date" and from time to time may change the Record Expiration Date to
any earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Record Expiration Date is given to the other party
hereto in writing, and to each Holder of Securities in the manner set forth in
Section 1.6, on or before the existing Record Expiration Date. If a Record
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto that set such record date shall be deemed to
have initially designated the 180th day after such record date as the Record
Expiration Date with respect thereto, subject to its right to change the Record
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no
Record Expiration Date shall be later than the 180th day after the applicable
record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security 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.

SECTION 1.5. Notices to Trustee, the Company or a Guarantor.

         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,

                  (i) the Trustee by any Holder or by the Company or a Guarantor
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing or mailed, first class postage prepaid,
         or sent by overnight courier, or sent by telecopier, to or with the
         Trustee at its Corporate Trust Office, Attention: Corporate Trust
         Administration, or

                  (ii) the Company or a Guarantor 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 or such Guarantor addressed
         to it at the address of the Company's principal office specified in the
         first paragraph of this instrument, or at any other address previously
         furnished in writing to the Trustee by the Company.

SECTION 1.6. Notice to Holders; Waiver.

         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, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the



<PAGE>   30
                                                                              24



latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail or receive such notice, nor any
defect in any such notice, to any particular Holder shall affect the sufficiency
or validity of such notice. 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.

         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 1.7. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under the Trust Indenture Act to be
part of and govern this Indenture, such provision of the Trust Indenture Act
shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, such
provision shall be deemed to be so modified or excluded, as the case may be.

SECTION 1.8. 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 1.9. Successors and Assigns.

         Without limiting Articles VIII and XIII hereof, all covenants and
agreements in this Indenture by each of the Company or the Guarantors shall bind
their respective successors and assigns, whether so expressed or not.

SECTION 1.10. Separability Clause.

         In case any provision in this Indenture or in the Securities 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 1.11. Benefits of Indenture.

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

SECTION 1.12. 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 1.13. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Purchase
Date or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
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



<PAGE>   31
                                                                              25



(including with respect to the accrual of interest) as if made on the Interest
Payment Date, Redemption Date or Purchase Date, or at the Stated Maturity.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1. Forms Generally.

         The Securities and the Trustee's certificates of authentication shall
be in substantially the forms set forth or referenced in Exhibit A-1 and Exhibit
A-2 annexed hereto, with 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 or the Depository or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof.

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1. Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Initial Securities issued
on the date hereof will be in an aggregate principal amount of $125,000,000. In
addition, the Company may issue, from time to time in accordance with the
provisions of this Indenture, including, without limitation, Section 10.8
hereof, Additional Securities and Exchange Securities. Furthermore, Securities
may be authenticated and delivered upon registration or transfer or in lieu of,
other Securities pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.8 or in connection
with an Offer pursuant to Sections 10.13 or 10.14.

         The Initial Securities shall be known and designated as "9[ ]% Senior
Subordinated Notes, Series C, due 2009" of the Company, Additional Securities
issued as Restricted Securities shall be known and designated as "9[ ]% Senior
Subordinated Notes, Series C, due 2009" of the Company, Additional Securities
issued other than as Restricted Securities shall be known and designated as
"9[ ]% Senior Subordinated Notes, Series D, due 2009" of the Company, and
Exchange Securities shall be known and designated as "9[ ]% Senior Subordinated
Notes due 2009, Series D" of the Company.

         With respect to any Additional Securities, the Company shall set forth
in a Board Resolution and an Officer's Certificate, the following information:

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

                  (ii) the issue price and the issue date of such Additional
         Securities; and

                  (iii) whether such Additional Securities shall be Restricted
         Securities issued in the form of Exhibit A-1 hereto and/or shall be
         issued in the form of Exhibit A-2 hereto.



<PAGE>   32
                                                                              26



         The Stated Maturity for payment of principal of the Securities shall be
February 1, 2009. Interest on the Securities shall accrue at the rate of 9[ ]%
per annum (subject, in the case of the Initial Securities or any Additional
Securities issued as Restricted Securities, to increase in the circumstances
contemplated in the Registration Rights Agreement relating thereto) and shall be
payable semi-annually on each February 1 and August 1, commencing August 1,
2001, to the Holders of record of Securities at the close of business on the
January 15 and July 15, respectively, immediately preceding such Interest
Payment Date. Interest on the Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from the Issue
Date of such Securities. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

         The Initial Securities, the Additional Securities and the Exchange
Securities shall be considered collectively as a single class for all purposes
of this Indenture. Holders of the Initial Securities, the Additional Securities
and the Exchange Securities will vote and consent together on all matters to
which such Holders are entitled to vote or consent as one class, and none of the
Holders of the Initial Securities, the Additional Securities or the Exchange
Securities shall have the right to vote or consent as a separate class on any
matter to which such Holders are entitled to vote or consent.

         The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York or such other office maintained by the Trustee
for such purpose and at any other office or agency maintained by the Company for
such purpose; provided, however, that, at the option of the Company, payment of
interest on Securities that are not held in global form may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register subject to the right of any Holder of Securities
in the principal amount of $500,000 or more to request payment by wire transfer.

         The Company may be required to make a Change of Control Offer as
provided in Section 10.13, or an Asset Sale Offer as provided in Section 10.14.

         The Securities shall be redeemable as provided in Article XI and the
Securities.

         The Securities shall be subject to Defeasance and/or Covenant
Defeasance as provided in Article XII.

         The other terms and provisions contained in the Securities shall
constitute, and are hereby expressly made, a part of this Indenture.

SECTION 3.2. Denominations.

         The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 principal amount and any integral
multiple thereof.

SECTION 3.3. Execution, Authentication, Delivery and Dating.

         The Initial Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1 hereto. The Exchange
Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A-2 hereto; provided that any Exchange
Securities issued as Private Exchange Securities shall contain the Private
Placement Legend and shall be subject to the provisions of Section 3.14. Any
Additional Securities (if issued as Restricted Securities) and the Trustee's
certificate of authentication shall each be substantially in the form of Exhibit
A-1 hereto. Any Additional Securities issued other than as Restricted Securities
and the Trustee's certificate of authentication shall each be substantially in
the form of Exhibit A-2 hereto.



<PAGE>   33
                                                                              27



         The terms and provisions contained in the Securities annexed hereto as
Exhibits A-1 and A-2 shall constitute, and are hereby expressly, made, a part of
this Indenture and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

         Securities offered and sold in reliance on Rule 144A (each, a "Rule
144A Security"), Securities offered and sold in reliance on Regulation S (each,
a "Regulation S Security") and Securities resold to Institutional Accredited
Investors (each, an "IAI Security") shall be issued initially in the form of one
or more Global Securities, substantially in the form set forth in Exhibit A-1,
deposited with the Trustee, as custodian for the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and shall
bear the legend set forth in Exhibit B. The Series D Securities shall be issued
initially in the form of one or more Global Securities, substantially in the
form set forth in Exhibit A-2, deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit B. The
aggregate principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

         All Securities shall remain in the form of a Global Security, except as
provided herein.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President or one of its
Vice Presidents, or its Chief Financial Officer, attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

         Securities 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 Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

SECTION 3.4. Temporary Securities.

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



<PAGE>   34
                                                                              28



         If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.2, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations and of a like tenor. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

SECTION 3.5. Registration, Registration of Transfer and Exchange.

         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 10.2 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as the Company may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed the initial "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

         Subject to Sections 3.13 and 3.14 of this Indenture, upon surrender for
registration of transfer of any Security at an office or agency of the Company
designated pursuant to Section 10.2 for such purpose, the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denomination and of a like aggregate principal amount and tenor.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, 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 Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.8 or in accordance with any Change
of Control Offer pursuant to Section 10.13 or any Asset Sale Offer pursuant to
Section 10.14, and in any such case not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.4 and ending at the close of business
on the day of such mailing, (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part or (iii) to register the transfer
of any Securities other than Securities having a principal amount of $1,000 or
integral multiples thereof.



<PAGE>   35
                                                                              29



SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

         Upon the issuance of any new Security under this Section, 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.

         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security 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 Securities duly issued hereunder.

         The provisions of this Section 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 Securities.

SECTION 3.7. Payment of Interest; Rights Preserved.

         Interest on any Security 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 Security (or one or more predecessor securities) is registered
at the close of business on the Regular Record Date for such interest payment.

         Any interest on any Security 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, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective predecessor Securities) 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 Security 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



<PAGE>   36
                                                                              30



         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 15 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 given to each Holder in the
         manner specified in Section 1.6, 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
         Securities (or their respective predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following clause (2).

                  (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 Securities 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.

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

SECTION 3.8. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 3.7) interest on such Security and for all other
purposes whatsoever, whether or not such Security 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.

SECTION 3.9. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or tendered and accepted pursuant to any Change of Control
Offer pursuant to Section 10.13 or any Asset Sale Offer pursuant to Section
10.14 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 for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall
be disposed of in the customary manner by the Trustee unless otherwise directed
by a Company Order.

SECTION 3.10.     Computation of Interest.

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



<PAGE>   37
                                                                              31



SECTION 3.11. CUSIP and CINS Numbers.

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

SECTION 3.12. Deposits of Monies.

         Except to the extent payment of interest is made by the Company's check
or wire transfer pursuant to Section 3.1, prior to 11:00 a.m. New York City time
on each Interest Payment Date, Redemption Date, Stated Maturity, and Purchase
Date, the Company shall deposit with the Paying Agent in immediately available
funds money sufficient to make cash payments, if any, due on such Interest
Payment Date, Redemption Date, Stated Maturity and Purchase Date, as the case
may be, in a timely manner which permits the Paying Agent to remit payment to
the Holders on such Interest Payment Date, Redemption Date, Stated Maturity, and
Purchase Date, as the case may be.

SECTION 3.13. Book-Entry Provisions for Global Securities.

                  (a) The Global Securities initially shall (i) be registered in
         the name of the Depository or the nominee of such Depository, (ii) be
         delivered to the Trustee as custodian for such Depository and (iii)
         bear legends as set forth in Exhibit B hereto.

                  Members of, or participants in, the Depository ("Agent
         Members") shall have no rights under this Indenture with respect to any
         Global Security held on their behalf by the Depository, or the Trustee
         as its custodian, or under any Global Security, and the Depository may
         be treated by the Company, the Trustee and any agent of the Company or
         the Trustee as the absolute owner of the Global Securities for all
         purposes whatsoever. Notwithstanding the foregoing, nothing herein
         shall prevent the Company, the Trustee or any agent of the Company or
         the Trustee from giving effect to any written certification, proxy or
         other authorization furnished by the Depository or impair, as between
         the Depository and its Agent Members, the operation of customary
         practices governing the exercise of the rights of a Holder of any
         Security.

                  (b) Transfer of Global Securities shall be limited to
         transfers in whole, but not in part, to the Depository, its successors
         or their respective nominees. Interests of beneficial owners in the
         Global Securities may not be transferred or exchanged for physical
         securities, except that physical securities shall be transferred to all
         beneficial owners in exchange for their beneficial interests in Global
         Securities if (i) the Depository notifies the Company that it is
         unwilling or unable to continue as Depository for any Global Security,
         or that it will cease to be a "Clearing Agency" under the Exchange Act,
         and in either case a successor Depository is not appointed by the
         Company within 90 days of such notice, (ii) an Event of Default has
         occurred and is continuing and the Security Registrar has received a
         written request from the Depository to issue physical securities or
         (iii) the Company has notified the Trustee in writing that it elects to
         cause the issuance of Securities as physical securities.

                  (c) The Holder of any Global Security may grant proxies and
         otherwise authorize any Person, including Agent Members and Persons
         that may hold interests through Agent Members, to take any action which
         a Holder is entitled to take under this Indenture or the Securities.



<PAGE>   38
                                                                              32



                  (d) If any beneficial interest in a Global Security is
         exchanged for or transferred to a Person who will take delivery thereof
         in the form of a beneficial interest in another Global Security or for
         a physical Security, the principal amount of Securities represented by
         such Global Security shall be reduced accordingly on the records of the
         Trustee, as custodian for the Depository; and if the beneficial
         interest is being exchanged for or transferred to a Person who will
         take delivery thereof in the form of a beneficial interest in another
         Global Security, such other Global Security shall be increased
         accordingly on the records of the Trustee, as custodian for the
         Depository.


SECTION 3.14. Transfer and Exchange.

                  (a) The following provisions shall apply with respect to any
         proposed transfer of a 144A Security or an IAI Security or a beneficial
         interest therein prior to the date which is two years after the later
         of the date of its original issue and the last date on which the
         Company or any affiliate of the Company was the owner of such
         Securities (or any predecessor thereto) (the "Resale Restriction
         Termination Date"):

                  (i) a transfer of a 144A Security or an IAI Security or a
         beneficial interest therein to a QIB shall be made upon the
         representation of the transferee in the form as set forth on the
         reverse of the Security that it is purchasing 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, 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 it has requested
         pursuant to Rule 144A or has determined not to request such information
         and that it is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A;

                  (ii) a transfer of a 144A Security or an IAI Security or a
         beneficial interest therein to an IAI shall be made upon receipt by the
         Trustee or its agent of a certificate substantially in the form set
         forth in Exhibit E from the proposed transferee and, if requested by
         the Company or the Trustee, the delivery of an opinion of counsel,
         certification and/or other information satisfactory to each of them;
         and

                  (iii) a transfer of a 144A Security or an IAI Security or a
         beneficial interest therein to a Non-U.S. Person shall be made upon
         receipt by the Trustee or its agent of a certificate substantially in
         the form set forth in Exhibit C from the proposed transferor and, if
         requested by the Company or the Trustee, the delivery of an opinion of
         counsel, certification and/or other information satisfactory to each of
         them.

                  (b) The following provisions shall apply with respect to any
         proposed transfer of a Regulation S Security or a beneficial interest
         therein prior to the expiration of the Restricted Period:

                  (i) a transfer of a Regulation S Security or a beneficial
         interest therein to a QIB shall be made upon the representation of the
         transferee, in the form of assignment on the reverse of the
         certificate, that it is purchasing the Security 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, 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



<PAGE>   39
                                                                              33



         request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A;

                  (ii) a transfer of a Regulation S Security or a beneficial
         interest therein to an Institutional Accredited Investor shall be made
         upon receipt by the Trustee or its agent of a certificate substantially
         in the form set forth in Exhibit E from the proposed transferee and, if
         requested by the Company or the Trustee, the delivery of an opinion of
         counsel, certification and/or other information satisfactory to each of
         them; and

                  (iii) a transfer of a Regulation S Security or a beneficial
         interest therein to a Non-U.S. Person shall be made upon receipt by the
         Trustee or its agent of a certificate substantially in the form set
         forth in Exhibit C hereof from the proposed transferor and, if
         requested by the Company or the Trustee, receipt by the Trustee or its
         agent of an opinion of counsel, certification and/or other information
         satisfactory to each of them.

                  After the expiration of the Restricted Period, beneficial
         interests in the Regulation S Security may be transferred without
         requiring certification set forth in Exhibit C or Exhibit E or any
         additional certification.

                  (c) Restricted Securities Legend. Upon the transfer, exchange
         or replacement of Securities not bearing the Private Placement Legend,
         the Security Registrar shall deliver Securities that do not bear the
         Private Placement Legend. Upon the transfer, exchange or replacement of
         Securities bearing the Private Placement Legend, the Security Registrar
         shall deliver only Securities that bear the Private Placement Legend
         unless (i) there is delivered to the Security Registrar an Opinion of
         Counsel to the effect that neither such legend nor the related
         restrictions on transfer are required in order to maintain compliance
         with the provisions of the Securities Act, (ii) such transfer, exchange
         or replacement occurs after the Resale Restriction Termination Date or
         (iii) such Security has been sold pursuant to an effective registration
         statement under the Securities Act.

                  (d) Other Transfers. If a Holder proposes to transfer a
         Security constituting a Restricted Security pursuant to any exemption
         from the registration requirements of the Securities Act other than as
         provided for by Section 3.14(a) and (b), the Security Registrar shall
         only register such transfer or exchange if such transferor delivers an
         Opinion of Counsel satisfactory to the Company and the Security
         Registrar that such transfer is in compliance with the Securities Act
         and the terms of this Indenture.

                  (e) General. By its acceptance of any Security bearing the
         Private Placement Legend and by its ownership of a beneficial interest
         therein, each Holder of such a Security and each owner of a beneficial
         interest therein acknowledges the restrictions on transfer of such
         Security and of beneficial interests therein set forth in this
         Indenture and in the Private Placement Legend and agrees that it will
         transfer such Security and beneficial interests therein only as
         provided in this Indenture.

         The Security Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.13 or this Section
3.14. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable prior written notice to the Security Registrar.



<PAGE>   40
                                                                              34



                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or
                  repaid as provided in Section 3.6 and (ii) Securities 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 10.3) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation (other than Securities which have
                  been destroyed, lost or stolen and which have been replaced or
                  repaid as provided in Section 3.6),

                                    (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 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 or any Guarantor, in the case of (i), (ii) or
                  (iii) above, has irrevocably deposited or caused to be
                  deposited with the Trustee as trust funds in trust for the
                  purpose an amount sufficient to pay and discharge the entire
                  Indebtedness on such Securities not theretofore delivered to
                  the Trustee for cancellation, for principal of, premium, if
                  any, and interest on the Securities to the date of deposit (in
                  the case of Securities which have become due and payable) or
                  to the Stated Maturity or Redemption Date, as the case may be,
                  together with irrevocable instructions from the Company
                  directing the Trustee to apply such funds to the payment
                  thereof at maturity or redemption, as the case may be;

                  (2) the Company or the Guarantors have paid or caused to be
         paid all other sums payable hereunder by the Company or the Guarantors;
         and

                  (3) the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, which, taken together, state
         that all conditions precedent herein provided for relating to the
         satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article IV, the obligations of the Company to the Trustee under Section
6.7, the obligations of the Company to any Authenticating Agent under Section
6.14 and, if money shall have been deposited with the Trustee



<PAGE>   41
                                                                              35



pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

SECTION 4.2. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities 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 for whose payment such money has been deposited with the
Trustee.

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1. Events of Default.

         "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall 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) default in the payment of the principal of or premium, if
         any, when due and payable, on any of the Securities (at Stated
         Maturity, upon optional redemption, required purchase or otherwise); or

                  (2) default in the payment of an installment of interest on
         any of the Securities, when due and payable, for 30 days; or

                  (3) default in the performance, or breach, of any covenant or
         agreement of the Company under this Indenture (other than a default in
         the performance or breach of a covenant or agreement which is
         specifically dealt with in clauses (1), (2) or (4)) and such default or
         breach shall continue for a period of 30 days after written notice has
         been given, by certified mail, (x) to the Company by the Trustee or (y)
         to the Company and the Trustee by the holders of at least 25% in
         aggregate principal amount of the Outstanding Securities; or

                  (4) (a) there shall be a default in the performance or breach
         of the provisions of Section 8.1 with respect to the Company; (b) the
         Company shall have failed to make or consummate an Asset Sale Offer in
         accordance with the provisions of Section 10.14; or (c) the Company
         shall have failed to make or consummate a Change of Control Offer in
         accordance with the provisions of Section 10.13; or

                  (5) default or defaults under one or more agreements,
         instruments, mortgages, bonds, debentures or other evidences of
         Indebtedness under which the Company or any Restricted Subsidiary then
         has outstanding Indebtedness in excess of $10,000,000, individually or
         in the aggregate, and (a) such default or defaults include a failure to
         make a payment of principal, (b) such Indebtedness is already due and
         payable in full or (c) such default or defaults have resulted in the
         acceleration of the maturity of such Indebtedness; provided that if any
         such default is cured or waived or any such acceleration rescinded, or
         such Indebtedness is repaid, within a period of 10 days from the
         continuation of such default beyond the applicable grace period or the



<PAGE>   42
                                                                              36



         occurrence of such acceleration, as the case may be, such Event of
         Default and any consequential acceleration of the Securities shall be
         automatically rescinded, so long as such rescission does not conflict
         with any judgment or decree; or

                  (6) one or more judgments, orders or decrees of any court or
         regulatory or administrative agency of competent jurisdiction for the
         payment of money in excess of $10,000,000, either individually or in
         the aggregate (net of applicable insurance coverage which is
         acknowledged in writing by the insurer or which has been determined to
         be applicable by a final nonappealable determination by a court of
         competent jurisdiction), shall be entered against the Company or any
         Restricted Subsidiary or any of their respective properties and shall
         not be discharged and there shall have been a period of 60 days after
         the date on which any period for appeal has expired and during which a
         stay of enforcement of such judgment, order or decree, shall not be in
         effect; or

                  (7) the entry of a decree or order by a court having
         jurisdiction in the premises (A) for relief in respect of the Company
         or any Significant Subsidiary or one or more Restricted Subsidiaries
         that, taken together, would constitute a Significant Subsidiary, in an
         involuntary case or proceeding under the Federal Bankruptcy Code or any
         other federal, state or foreign bankruptcy, insolvency, reorganization
         or similar law or (B) adjudging the Company or any Significant
         Subsidiary or one or more Restricted Subsidiaries that, taken together,
         would constitute a Significant Subsidiary, bankrupt or insolvent, or
         approving a petition seeking reorganization, arrangement, adjustment or
         composition of or in respect of the Company or any Significant
         Subsidiary or one or more Restricted Subsidiaries that, taken together,
         would constitute a Significant Subsidiary, under the Federal Bankruptcy
         Code or any other similar federal, state or foreign law, or appointing
         a custodian, receiver, liquidator, assignee, trustee or sequestrator
         (or other similar official) of the Company or any Significant
         Subsidiary or one or more Restricted Subsidiaries that, taken together,
         would constitute a Significant Subsidiary or of any substantial part of
         any of their properties, or ordering the winding up or liquidation of
         any of their affairs, and the continuance of any such decree or order
         unstayed and in effect for a period of 60 consecutive days; or

                  (8) the institution by the Company or any Significant
         Subsidiary or one or more Restricted Subsidiaries that, taken together,
         would constitute a Significant Subsidiary of a voluntary case or
         proceeding under the Federal Bankruptcy Code or any other similar
         federal, state or foreign law or any other case or proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by the Company or
         any Significant Subsidiary or one or more Restricted Subsidiaries that,
         taken together, would constitute a Significant Subsidiary to the entry
         of a decree or order for relief in respect of the Company or such
         Significant Subsidiary or group of Restricted Subsidiaries in any
         involuntary case or proceeding under the Federal Bankruptcy Code or any
         other similar federal, state or foreign law or to the institution of
         bankruptcy or insolvency proceedings against the Company or such
         Significant Subsidiary or group of Restricted Subsidiaries, or the
         filing by the Company or any Significant Subsidiary or one or more
         Restricted Subsidiaries that, taken together, would constitute a
         Significant Subsidiary of a petition or answer or consent seeking
         reorganization or relief under the Federal Bankruptcy Code or any other
         similar federal, state or foreign law, or the consent by it to the
         filing of any such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee or
         sequestrator (or other similar official) of any of the Company or any
         Significant Subsidiary or one or more Restricted Subsidiaries that,
         taken together, would constitute a Significant Subsidiary or of any
         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due or the taking
         of corporate action by the Company or any Significant Subsidiary or one
         or more Restricted Subsidiaries that, taken together, would constitute
         a Significant Subsidiary in furtherance of any such action; or



<PAGE>   43
                                                                              37



                  (9) any of the Guarantees of any Significant Subsidiary or one
         or more Restricted Subsidiaries that, taken together, would constitute
         a Significant Subsidiary ceases to be in full force and effect or any
         of such Guarantees is declared to be null and void and unenforceable or
         any of such Guarantees is found to be invalid or any of such Guarantors
         denies its liability under its Guaranty (other than by reason of
         release of such Guarantor in accordance with the terms of this
         Indenture).

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than those covered by clause (7) or (8)
of Section 5.1 with respect to the Company or a Significant Subsidiary or one or
more Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary) shall occur and be continuing, the Trustee, by notice to the
Company, or the Holders of at least 25% in aggregate principal amount of the
Securities then Outstanding, by notice to the Trustee and the Company, may
declare the principal of, premium, if any, and accrued and unpaid interest, if
any, on all of the outstanding Securities due and payable immediately, upon
which declaration, all amounts payable in respect of the Securities shall be due
and payable. If an Event of Default specified in clause (7) or (8) of Section
5.1 with respect to the Company or a Significant Subsidiary or one or more
Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary occurs and is continuing, then the principal of, premium, if any, and
accrued and unpaid interest, if any, on all the outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder of Securities.

         After a declaration of acceleration under the Indenture, but before a
judgment or decree for payment of the money due has been obtained by the
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind such declaration if

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

                           (A) all sums paid or advanced by the Trustee under
                  this Indenture and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel,

                           (B) all overdue interest on all Securities,

                           (C) the principal of and premium, if any, on any
                  Securities which have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  borne by the Securities, and

                           (D) to the extent that payment of such interest is
                  lawful, interest upon overdue interest and overdue principal
                  at the rate set forth in the Securities which has become due
                  otherwise than by such declaration of acceleration;

                  (2) the rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction; and

                  (3) all Events of Default, other than the nonpayment of
         principal of, premium, if any, and interest on the Securities that have
         become due solely by such declaration of acceleration, have been cured
         or waived.

         No such rescission shall affect any subsequent default or impair any
right consequent thereto.



<PAGE>   44
                                                                              38



SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company and each Guarantor covenants that if

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

                  (ii) default is made in the payment of the principal of (or
         premium, if any, on) any Security on the due date for payment thereof,
         including, with respect to any Security required to have been purchased
         pursuant to a Change of Control Offer or an Asset Sale Offer made by
         the Company, at the Purchase Date thereof,

the Company or such Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities 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 (and premium, if any) and on any overdue
interest, at the rate provided by the Securities, 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.

         In addition to the rights and powers set forth in Section 317(a) of the
Trust Indenture Act, the Trustee shall be entitled to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of the Securities allowed in any judicial proceeding
relative to the Company, any Guarantor or any other obligor upon the Securities,
its creditors, or its property, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute the same
after the deduction of its charges and expenses; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
Holders 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 compensation and expenses, including counsel
fees incurred by it up to the date of such distribution.

         If an Event of Default occurs and is continuing, 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 5.4. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company, a Guarantor
(or any other obligor upon the Securities), 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 6.7.

         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



<PAGE>   45
                                                                              39



composition affecting the Securities 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; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors, or other similar committee.

SECTION 5.5. Trustee May Enforce Claims Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities 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,
distributions and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 5.6. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied 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 Securities 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 6.7;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities 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 Securities for
         principal (and premium, if any) and interest, respectively;

                  THIRD: To the payment of any and all other amounts due under
         the Indenture, the Securities or the Guarantees; and

                  FOURTH: To the Company (or such other Person as a court of
         competent jurisdiction may direct).

SECTION 5.7. Limitation on Suits.

         Subject to Section 5.8, no Holder of any Security shall have and 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

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

                  (ii) the Holders of not less than 25% in principal amount of
         the Outstanding Securities shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

                  (iii) 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;

                  (iv) the Trustee for 45 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and



<PAGE>   46
                                                                              40



                  (v) no direction inconsistent with such written request has
         been given to the Trustee during such 45-day period by the Holders of a
         majority in principal amount of the Outstanding Securities;

         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.

SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date or in the case of a Change of Control Offer or an Asset Sale Offer made by
the Company and required to be accepted as to such Security, on the relevant
Purchase Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

SECTION 5.9. 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, each Guarantor, 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,
subject to the determination in such proceeding.

SECTION 5.10. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 3.6, 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 5.11. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security 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 5.12. Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities shall 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, provided that



<PAGE>   47
                                                                              41



                  (i) such direction shall not be in conflict with any rule of
         law or with this Indenture, and

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

SECTION 5.13. Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

                  (i) in the payment of the principal of (or premium, if any) or
         interest on any Security (including any Security which is required to
         have been purchased pursuant to a Change of Control Offer or an Asset
         Sale Offer which has been made by the Company), or

                  (ii) in respect of a covenant or provision hereof which under
         Article IX cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 5.14. 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 costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or a Guarantor, in any
suit instituted by the Trustee, in any suit instituted by any Holder or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or in any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the Stated Maturity expressed in such Security (or,
in the case of redemption, on or after the Redemption Date or, in the case of a
Change of Control Offer or an Asset Sale Offer, made by the Company and required
to be accepted as to such Security, on the applicable Purchase Date, as the case
may be).

SECTION 5.15. Waiver of Stay or Extension Laws.

         The Company and each Guarantor covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, 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 and
each Guarantor (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any 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.



<PAGE>   48
                                                                              42



                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1. Certain Duties and Responsibilities.

                  (a) Except during the continuance of an Event of Default,

                  (i) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by the provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to determine whether or not they conform to the requirements
         of this Indenture but need not verify the contents thereof.

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

                  (c) No provision of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent misconduct,
         except that 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 under this Indenture, unless the Trustee
         has received security and indemnity satisfactory to it against any
         loss, liability or expense. The Trustee shall not be liable for any
         error of judgment unless it is proved that the Trustee was negligent in
         the performance of its duties hereunder.

                  (d) 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 6.1.

SECTION 6.2. Notice of Defaults.

         Within 30 days after the occurrence of any Default, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the
Security Register, notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of, premium, if any, or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.

SECTION 6.3. Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

                  (a) the Trustee may conclusively rely as to the truth of the
         statements and correctness of the opinions expressed therein and shall
         be fully protected in acting or refraining



<PAGE>   49
                                                                              43



         from acting upon any resolution, Officer's Certificate, certificate of
         auditors or any other 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;

                  (b) 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 of the Company may be
         sufficiently evidenced by a Board Resolution of the Company;

                  (c) 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 Officer's
         Certificate;

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

                  (e) 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;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, 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 (subject to
         reasonable confidentiality arrangements as may be proposed by the
         Company or any Guarantor) to make reasonable examination (upon prior
         notice and during regular business hours) of the books, records and
         premises of the Company or a Guarantor, personally or by agent or
         attorney;

                  (g) 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 or custodians or nominees and the Trustee
         shall not be responsible for the supervision of, or any misconduct or
         negligence on the part of any agent or attorney appointed with due care
         by it hereunder;

                  (h) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture; and

                  (i) in the event that the Trustee is also acting as
         Authenticating Agent, Paying Agent or Security Registrar hereunder, the
         rights and protections afforded to the Trustee pursuant to this Article
         VI shall also be afforded to such Authenticating Agent, Paying Agent
         and Security Registrar.

SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating



<PAGE>   50
                                                                              44



Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 6.5. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or any Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.8 and 6.13, may otherwise deal with the Company or a
Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 6.6. 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 in writing with the Company.

SECTION 6.7. Compensation and Reimbursement.

         The Company agrees

                  (1) to pay to the Trustee from time to time such reasonable
         compensation as the Company and the Trustee shall from time to time
         agree in writing 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);

                  (2) except as otherwise expressly provided herein, to promptly
         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

                  (3) to indemnify the Trustee, its directors, officers, agents
         and employees for, and to hold them harmless against, any and all loss,
         damage, claim, liability or expense incurred without negligence or bad
         faith on its part, including taxes (other than taxes based upon,
         measured by or determined by the revenue or income of the Trustee),
         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 have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing to it pursuant to
this Section 6.7, except with respect to funds held in trust for the benefit of
the Holders of particular Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(7) or Section 5.1(8), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive any termination of this
Indenture.



<PAGE>   51
                                                                              45



SECTION 6.8. 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.

SECTION 6.9. 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 has, or
is a wholly-owned subsidiary of a bank holding company that has, a combined
capital and surplus of at least $100,000,000. If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of a
Federal or State supervising or examining authority, then for the purposes of
this Section and to the extent permitted by the Trust Indenture Act, 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, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. In determining
whether the Trustee has a conflicting interest as defined in Section 310(b) of
the Trust Indenture Act with respect to the Securities, there shall be excluded
all securities issued under the 1999 Indenture.

SECTION 6.10.     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 in accordance with the applicable requirements of Section 6.9.

                  (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 in accordance with the applicable requirements of
         Section 6.9 shall not have been delivered to the Company and the
         resigning 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 principal amount of the Outstanding
         Securities, delivered to the Trustee and to the Company.

                  (d) If at any time:

                  (i) the Trustee shall fail to comply with Section 6.8 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

                  (ii) the Trustee shall cease to be eligible under Section 6.9
         and shall fail to resign after written request therefor by the Company,
         any Guarantor or by any such Holder, or

                  (iii) 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, (i) the Company or any Guarantor, in each case by a
Board Resolution, may remove the Trustee, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a



<PAGE>   52
                                                                              46



Security 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.

                  (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 Securities
         delivered to the Company and the retiring Trustee, the successor
         Trustee so appointed shall, forthwith upon its acceptance of such
         appointment in accordance with the applicable requirements of Section
         6.11, 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
         accordance with the applicable requirements of Section 6.11, any Holder
         who has been a bona fide Holder of a Security 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 1.6. Each notice shall
         include the name of the successor Trustee and the address of its
         Corporate Trust Office.

                  (g) The resignation or removal of the Trustee pursuant to this
         Section 6.10 shall not affect the obligation of the Company to
         indemnify the Trustee pursuant to Section 6.7(3) in connection with the
         exercise or performance by the Trustee prior to its resignation or
         removal of any of its powers or duties hereunder.

                  (h) No Trustee under this Indenture shall be liable for any
         action or omission of any successor Trustee.

SECTION 6.11. Acceptance of Appointment by Successor.

         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.

         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 6.12. 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, 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



<PAGE>   53
                                                                              47



further act on the part of any of the parties hereto. In case any Securities
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 authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 6.13. Preferential Collection of Claims Against the Company or a
              Guarantor.

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

SECTION 6.14. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption or partial purchase or pursuant to Section 3.6, and Securities 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 Securities 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 a combined capital and
surplus of not less than $100,000,000 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, 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 of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

         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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

         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 of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6, to all Holders as their names
and addresses appear in the Security 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.



<PAGE>   54
                                                                              48



         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment is made pursuant to this Section, the Securities 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 Securities described in the within-mentioned
Indenture.

Dated:

                                    State Street Bank and Trust Company,
                                                As Trustee



                                           By:
                                              ----------------------------------
                                                     As Authenticating Agent



                                           By:
                                              ----------------------------------
                                                     Authorized Signatory


                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee at
such times as the Trustee may reasonably 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; excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

SECTION 7.2. 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
         7.1 and the names and addresses of Holders received by the Trustee in
         its capacity as Security Registrar, if so acting.

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

                  (c) Every Holder of Securities, by receiving and holding the
         same, agrees with the Company and the Trustee that neither the Company,
         any Guarantor 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.



<PAGE>   55
                                                                              49



SECTION 7.3. Reports by Trustee.

                  (a) Within 60 days after May 15 of each year commencing May
         15, 2002, the Trustee shall transmit to Holders such reports concerning
         the Trustee and its actions under this Indenture to the extent 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 each stock
         exchange upon which the Securities are listed, with the Commission and
         with the Company. The Company will promptly notify the Trustee when the
         Securities are listed on any stock exchange.

SECTION 7.4. 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 required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to the Trust Indenture Act; provided
that 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 filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. Company May Merge, Consolidate, Etc. Only on Certain Terms.

                  (A) The Company will not, in any transaction or series of
         transactions, merge or consolidate with or into, or sell, assign,
         convey, transfer, lease or otherwise dispose of all or substantially
         all of its properties and assets to, any Person or Persons, and (B) the
         Company will not permit any of its Restricted Subsidiaries to enter
         into any such transaction or series of transactions if such transaction
         or series of transactions, in the aggregate, would result in a sale,
         assignment, conveyance, transfer, lease or other disposition of all or
         substantially all of the properties and assets of the Company or the
         Company and its Restricted Subsidiaries, on a consolidated basis, to
         any other Person or Persons, unless, in each of cases (A) and (B), at
         the time and after giving effect thereto:

                           (1) either:

                                    (x) if the transaction or transactions is a
                           merger or consolidation, the Company or such
                           Restricted Subsidiary, as the case may be, shall be
                           the surviving Person of such merger or consolidation,
                           or

                                    (y) the Person formed by such consolidation
                           or into which the Company or such Restricted
                           Subsidiary, as the case may be, is merged or to which
                           the properties and assets of the Company or such
                           Restricted Subsidiary, as the case may be, are
                           disposed of (any such surviving Person or transferee
                           Person being the "Surviving Entity") shall be a
                           corporation organized and existing under the laws of
                           the United States of America, any state thereof or
                           the District of Columbia and shall expressly assume
                           by a supplemental indenture executed and delivered to
                           the Trustee, in form satisfactory to the Trustee, all
                           the obligations of



<PAGE>   56
                                                                              50



                           the Company under the Securities, this Indenture and
                           the Registration Rights Agreement and in each case,
                           this Indenture, the Securities and the Registration
                           Rights Agreement shall remain in full force and
                           effect;

                           (2) immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis
                  (including, without limitation, any Indebtedness incurred or
                  anticipated to be incurred in connection with or in respect of
                  such transaction or series of transactions), no Default or
                  Event of Default shall have occurred and be continuing; and

                           (3) except in the case of any merger of the Company
                  with any Restricted Subsidiary of the Company or any merger of
                  Guarantors, in each case with no other Person, the Company or
                  the Surviving Entity, as the case may be, after giving effect
                  to such transaction or series of transactions on a pro forma
                  basis on the assumption that the transaction or transactions
                  had occurred on the first day of the period of four fiscal
                  quarters ending immediately prior to the consummation of such
                  transaction or transactions, with the appropriate adjustments
                  with respect to such transaction or transactions being
                  included in such pro forma calculation, could incur $1.00 of
                  additional Indebtedness (other than Permitted Indebtedness)
                  under Section 10.8 (assuming a market rate of interest with
                  respect to such additional Indebtedness).

         In connection with any consolidation, merger, transfer, lease,
assignment or other disposition contemplated by the foregoing provisions of this
Section 8.1, the Company shall deliver, or cause to be delivered, to the
Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, transfer, lease, assignment, or other disposition and the
supplemental indenture in respect thereof (required under clause (1)(y) of this
Section 8.1) comply with the requirements of this Indenture. Each such Officer's
Certificate shall set forth the manner of determination of the ability to incur
Indebtedness in accordance with clause (3) of this Section 8.1.

SECTION 8.2. Successor Substituted.

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition subject to and in accordance with Section 8.1,
the successor Person formed by such consolidation or into which the Company or
Restricted Subsidiary, as the case may be, is merged or the successor Person to
which such sale, assignment, conveyance, transfer, lease or disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of the Company under the Securities, this Indenture and/or the Registration
Rights Agreement, as applicable, with the same effect as if such successor had
been named as the Company in the Securities, this Indenture and/or in the
Registration Rights Agreement, as the case may be, and, except in the case of a
lease, the Company or such Restricted Subsidiary, as the case may be, shall be
automatically and unconditionally released and discharged from its obligations
thereunder.

         For all purposes of this Indenture and the Securities (including the
provisions of this Article VIII and Sections 10.8, 10.9 and 10.12), Subsidiaries
of any Surviving Entity shall, upon consummation of such transaction or series
of related transactions, become Restricted Subsidiaries unless and until
designated Unrestricted Subsidiaries pursuant to and in accordance with Section
10.18 and all Indebtedness, and all Liens on property or assets, of the Company
and the Restricted Subsidiaries in existence immediately prior to such
transaction or series of related transactions will be deemed to have been
incurred upon consummation of such transaction or series of related
transactions.



<PAGE>   57
                                                                              51



                                   ARTICLE IX

                  AMENDMENTS; WAIVERS; SUPPLEMENTAL INDENTURES

SECTION 9.1. Amendments, Waivers and Supplemental Indentures Without Consent of
             Holders.

         Without the consent of any Holders, the Company and each Guarantor,
when authorized by Board Resolutions, and the Trustee, at any time and from time
to time, may together amend, waive or supplement this Indenture, for any of the
following purposes:

                  (i) to evidence the succession of another Person to the
         Company or a Guarantor and the assumption by any such successor of the
         covenants of the Company or such Guarantor herein and in the Securities
         and to evidence the assumption of obligations under this Indenture and
         a Guaranty pursuant to Section 10.17; or

                  (ii) to add to the covenants of the Company or a Guarantor for
         the benefit of the Holders, or to surrender any right or power herein
         conferred upon the Company or a Guarantor; or

                  (iii) to secure the Securities pursuant to the requirements of
         Section 10.12 or otherwise; or

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

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not be
         inconsistent with the provisions of this Indenture,

provided that (a) such amendment, waiver or supplement does not adversely affect
the rights of any Holder of Securities and (b) the Company shall have delivered
to the Trustee an Opinion of Counsel stating that such action pursuant to
clauses (i), (ii), (iii), (iv) or (v) above is permitted by this Indenture. The
Trustee shall not be obligated to enter into any such amendment or supplemental
indenture that adversely affects its own rights, duties or immunities under this
Indenture or otherwise.

SECTION 9.2. Modifications, Amendments and Supplemental Indentures with Consent
             of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company and the Guarantors, when authorized
by Board Resolutions, and the Trustee may together modify, amend or supplement
this Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in
any manner the rights of the Holders under this Indenture; provided, however,
that no such modification, amendment or supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,

                  (i) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         amount of (or the premium, if any, on), or interest on, any Securities
         or alter the redemption provisions of the Securities,

                  (ii) change the currency in which any Securities or any
         premium or the interest thereon is payable,



<PAGE>   58
                                                                              52



                  (iii) reduce the above-stated percentage in principal amount
         of outstanding Securities that must consent to an amendment or
         modification of this Indenture or the Securities,

                  (iv) reduce the specified percentage in aggregate principal
         amount of outstanding Securities necessary to waive compliance with
         provisions of the Indenture or to waive defaults under the Indenture,

                  (v) impair the right to institute suit for the enforcement of
         any payment on or with respect to the Securities or any Guaranty,

                  (vi) amend, change or modify the obligation of the Company to
         make and consummate a Change of Control Offer after the occurrence of a
         Change of Control or make and consummate an Asset Sale Offer with
         respect to any Asset Sale that has been consummated or modify any of
         the provisions or definitions with respect thereto,

                  (vii) modify or change any provision of this Indenture
         relating to the Guarantees in a manner adverse to the Holders of the
         Securities, or

                  (viii) modify or change any provision of this Indenture
         affecting the Subordination or ranking of the Securities or any
         Guaranty in a manner which adversely affects the holders of Securities.

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

         The Trustee shall join with the Company and each Guarantor in the
execution of such amended or supplemental indenture unless such amended or
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such amendment or
supplemental indenture.

SECTION 9.3. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise;
provided that the Trustee shall enter into and execute all other supplemental
indentures which satisfy all applicable conditions under this Article IX.

SECTION 9.4. Effect of Supplemental Indentures.

         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 Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 9.5. Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.



<PAGE>   59
                                                                              53



SECTION 9.6. Reference in Securities to Supplemental Indentures.

         Securities 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, provided that any failure by the
Trustee to make such notation shall not affect the validity of the matter
provided for in such supplemental indenture or any Security or Guaranty
hereunder. If the Company shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee, the Guarantors and the Company, to any
such supplemental indenture may be prepared and executed by the Company or
Guarantor and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

SECTION 9.7. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 8.1, any covenant or condition
provided pursuant to Section 9.1(ii) or any covenant or condition set forth in
Sections 10.4 to 10.12 and 10.15 to 10.18, inclusive, if before the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities 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 9.8. No Liability for Certain Persons.

         No director, officer, employee, or stockholder of the Company, nor any
director, officer or employees of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the
Securities, the Guarantees or this Indenture based on or by reason of such
obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The foregoing waiver and release is an integral
part of the consideration for the issuance of the Securities and the Guarantees.

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1. Payment of Principal, Premium and Interest.

         The Company shall duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities, this Indenture and the Registration Rights Agreement.

SECTION 10.2. Maintenance of Office or Agency.

         The Company shall maintain an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company or any Guarantor in respect of the Securities, the Guarantees and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the



<PAGE>   60
                                                                              54



Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands. In the event any such notice or demands are so made or served on the
Trustee, the Trustee shall promptly forward copies thereof to the Company.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations.
Further, if at any time there shall be no such office or agency in the City of
New York where the Securities may be presented or surrendered for payment, the
Company shall forthwith designate and maintain such an office or agency in the
City of New York in order that the Securities shall at all times be payable in
the City of New York. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

SECTION 10.3. Money for Security Payments to be Held in Trust.

         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
on any of the Securities, 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 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.

         Whenever the Company shall have one or more Paying Agents, the Company
will, prior to 11:00 a.m. New York City time on each due date of the principal
of (and premium, if any) or interest on any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held as provided by 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.

         The Company shall cause each Paying Agent other than the Trustee 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, that
such Paying Agent will: (i) comply with the provisions of the Trust Indenture
Act applicable to it as Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

         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 such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by such Paying Agent; and, upon
such payment by any Paying Agent (other than the Company) to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

         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 on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
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; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general



<PAGE>   61
                                                                              55



circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

SECTION 10.4. Existence; Activities.

         Subject to Article VIII, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and material franchises; provided, however, that
the Company shall not be required to preserve any such right or franchise if the
Board of Directors of the Company in good faith shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

SECTION 10.5. Maintenance of Properties.

         The Company shall cause all material properties used 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 (regular wear and tear
excepted), all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from disposing of any asset (subject to compliance with
Section 10.14) or from discontinuing the operation or maintenance of any of such
material properties if such discontinuance is, as determined by the Company in
good faith, desirable in the conduct of its business or the business of any
Restricted Subsidiary and not disadvantageous in any material respect to the
Holders.

SECTION 10.6. Payment of Taxes and Other Claims.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all 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 lawful material claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon
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
proceedings.

SECTION 10.7. Maintenance of Insurance.

         The Company shall, and shall cause its Restricted Subsidiaries to, keep
at all times all of their material properties which are of an insurable nature
insured against loss or damage with insurers believed by the Company 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. The Company shall, and shall cause its
Restricted Subsidiaries to, use the proceeds from any such insurance policy to
repair, replace or otherwise restore all material properties to which such
proceeds relate, provided, however, that the Company shall not be required to
repair, replace or otherwise restore any such material property if the Company
in good faith determines that such inaction is desirable in the conduct of the
business of the Company or any Restricted Subsidiary and not disadvantageous in
any material respect to the Holders.

SECTION 10.8. Limitation on Indebtedness.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or in any manner become directly or indirectly liable,



<PAGE>   62
                                                                              56



contingently or otherwise (in each case, to "incur"), for the payment of any
Indebtedness (including any Acquired Indebtedness) other than Permitted
Indebtedness; provided, however, that the Company and any Guarantor will be
permitted to incur Indebtedness (including Acquired Indebtedness) if (A) the
Consolidated Fixed Charge Coverage Ratio of the Company is at least 2.0 to 1 and
(B) no Default or Event of Default would occur or be continuing.

SECTION 10.9. Limitation on Restricted Payments.

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

                  (a) declare or pay any dividend or make any other distribution
         or payment on or in respect of Capital Stock of the Company or any of
         its Restricted Subsidiaries or make any payment to the direct or
         indirect holders (in their capacities as such) of Capital Stock of the
         Company or any of its Restricted Subsidiaries (other than dividends or
         distributions payable solely in Capital Stock of the Company (other
         than Redeemable Capital Stock) or in options, warrants or other rights
         to purchase Capital Stock of the Company (other than Redeemable Capital
         Stock)) (other than the declaration or payment of dividends or other
         distributions to the extent declared or paid to the Company or any
         Restricted Subsidiary);

                  (b) purchase, redeem, or otherwise acquire or retire for value
         any Capital Stock of the Company or any of its Restricted Subsidiaries
         or any options, warrants, or other rights to purchase any such Capital
         Stock (other than any securities owned by the Company or a Restricted
         Subsidiary);

                  (c) make any principal payment on, or purchase, defease,
         repurchase, redeem or otherwise acquire or retire for value, prior to
         any scheduled maturity, scheduled repayment, scheduled sinking fund
         payment or other Stated Maturity, any Subordinated Indebtedness (other
         than any such Subordinated Indebtedness owed to the Company or a
         Restricted Subsidiary); or

                  (d) make any Investment (other than any Permitted Investment)
         in any Person,

         (such payments or Investments described in the preceding clauses (a),
         (b), (c) and (d) are collectively referred to as "Restricted
         Payments"), unless, after giving effect to the proposed Restricted
         Payment (the amount of any such Restricted Payment, if other than cash,
         shall be the Fair Market Value of the asset(s) proposed to be
         transferred by the Company or such Restricted Subsidiary, as the case
         may be, pursuant to such Restricted Payment), (A) no Default or Event
         of Default shall have occurred and be continuing, (B) after giving pro
         forma effect to such Restricted Payment, the Company would be able to
         incur $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) pursuant to Section 10.8 and (C) the aggregate amount of
         all Restricted Payments declared or made from and after January 28,
         1999 would not exceed the sum of:

                  (1) 50% of the aggregate Consolidated Net Income of the
         Company accrued on a cumulative basis during the period beginning on
         January 1, 1999 and ending on the last day of the fiscal quarter of the
         Company ending immediately prior to the date of such proposed
         Restricted Payment (or, if such aggregate cumulative Consolidated Net
         Income of the Company for such period shall be a loss, minus 100% of
         such loss);

                  (2) the aggregate net cash proceeds received by the Company as
         capital contributions to the Company after January 28, 1999 and which
         constitute shareholders' equity of the Company in accordance with GAAP;



<PAGE>   63
                                                                              57



                  (3) the aggregate net cash proceeds received by the Company
         from the issuance or sale of Capital Stock (excluding Redeemable
         Capital Stock) of the Company to any Person (other than to a Subsidiary
         of the Company) after January 28, 1999;

                  (4) the aggregate net cash proceeds received by the Company
         from any Person (other than a Subsidiary of the Company) upon the
         exercise of any options, warrants or rights to purchase shares of
         Capital Stock (other than Redeemable Capital Stock) of the Company
         after January 28, 1999;

                  (5) the aggregate net cash proceeds received after January 28,
         1999 by the Company from any Person (other than a Subsidiary of the
         Company) for debt securities that have been converted into or exchanged
         for Capital Stock of the Company (other than Redeemable Capital Stock)
         to the extent such debt securities were originally sold for cash, plus
         the aggregate amount of cash received by the Company (other than from a
         Subsidiary of the Company) at the time of such conversion or exchange;

                  (6) to the extent not otherwise included in the Company's
         Consolidated Net Income, in the case of the disposition or repayment of
         any Investment constituting a Restricted Payment after January 28,
         1999, an amount equal to the lesser of the return of capital with
         respect to such Investment and the initial amount of such Investment,
         in either case, less the cost of the disposition of such Investment;
         and

                  (7) so long as the Designation (as defined in Section 10.18)
         thereof was treated as a Restricted Payment made after January 28,
         1999, with respect to any Unrestricted Subsidiary that has been
         redesignated as a Restricted Subsidiary after January 28, 1999 in
         accordance with Section 10.18 below, the Fair Market Value of the
         Company's interest in such Subsidiary at the time of such
         redesignation, provided that such amount shall not in any case exceed
         the Designation Amount (as defined in Section 10.18) with respect to
         such Restricted Subsidiary upon its Designation; and

                  (8) $10,000,000.

         For purposes of the preceding clause (C)(4), the value of the aggregate
net proceeds received by the Company upon the issuance of Capital Stock upon the
exercise of options, warrants or rights will be the net cash proceeds received
upon the issuance of such options, warrants or rights plus the incremental
amount received by the Company upon the exercise thereof.

         None of the foregoing provisions will prohibit, so long as, in the case
of clause (v) below, there is no Default or Event of Default continuing, (i) the
payment of any dividend or distribution within 60 days after the date of its
declaration, if at the date of declaration such payment would be permitted by
the first paragraph of this covenant; (ii) the redemption, repurchase or other
acquisition or retirement of any shares of any class of Capital Stock of the
Company in exchange for, or out of the net cash proceeds of a substantially
concurrent issue and sale of, other shares of Capital Stock of the Company
(other than Redeemable Capital Stock) to any Person (other than to a Subsidiary
of the Company); provided, however, that such net cash proceeds are excluded
from clause (C) of the first paragraph of this covenant; (iii) any redemption,
repurchase or other acquisition or retirement of Subordinated Indebtedness of
the Company in exchange for, or out of the net cash proceeds of a substantially
concurrent issue and sale of, (1) Capital Stock (other than Redeemable Capital
Stock) of the Company to any Person (other than to a Subsidiary of the Company);
provided, however, that any such net cash proceeds are excluded from clause (C)
of the first paragraph of this covenant; or (2) other Subordinated Indebtedness
of the Company which (w) has no scheduled principal payment prior to the 91st
day after the Maturity Date, (x) has an Average Life to Stated Maturity greater
than the remaining Average Life to Stated Maturity of the Securities and (y) is
subordinated to the Securities to at least the same extent as the Subordinated



<PAGE>   64
                                                                              58



Indebtedness so purchased, exchanged, redeemed, acquired or retired; (iv)
payments to purchase Capital Stock of the Company from management or employees
of the Company or any of its Subsidiaries, or their authorized representatives,
upon the death, disability or termination of employment of such employees, in
aggregate amounts under this clause (iv) not to exceed $3,000,000 in any fiscal
year of the Company; (v) payments relating to Permitted Founder Stock
Repurchases so long as the Consolidated Fixed Charge Coverage Ratio of the
Company is at least 3.0 to 1.0; (vi) cash payments in lieu of fractional shares
issuable as dividends on preferred securities of the Company or any of its
Restricted Subsidiaries, in aggregate amounts under this clause (vi) not to
exceed $20,000 in any fiscal year of the Company; (vii) repurchases of Capital
Stock deemed to occur upon exercise of stock options if such Capital Stock
represents a portion of the exercise price of such options; and (viii) the
payment of the redemption price of rights issued pursuant to any shareholders'
rights plan not in excess of $0.05 per right and not in excess of $1,000,000 in
the aggregate. Any payments made pursuant to clause (i) of this paragraph shall
be taken into account in calculating the amount of Restricted Payments made from
and after January 28, 1999.

         In computing Consolidated Net Income of the Company under clause (C)(1)
of the first paragraph of this covenant, (1) the Company shall use audited
financial statements for the portions of the relevant period for which audited
financial statements are available on the date of determination and unaudited
financial statements and other current financial data based on the books and
records of the Company for the remaining portion of such period and (2) the
Company shall be permitted to rely in good faith on the financial statements and
other financial data derived from the books and records of the Company that are
available on the date of determination. If the Company makes a Restricted
Payment which, at the time of the making of such Restricted Payment would in the
good faith determination of the Company be permitted under the requirements of
the Indenture, such Restricted Payment shall be deemed to have been made in
compliance with the Indenture notwithstanding any subsequent adjustments made in
good faith to the Company's financial statements affecting Consolidated Net
Income of the Company for any period.

SECTION 10.10. Limitation on Issuances and Sales of Restricted Subsidiary Stock.

         The Company (i) will not permit any Restricted Subsidiary to issue any
Capital Stock (other than to the Company or a Restricted Subsidiary) and (ii)
will not permit any Person (other than the Company and/or one or more Restricted
Subsidiaries) to own any Capital Stock of any Restricted Subsidiary; provided,
however, that this covenant shall not prohibit (1) the issuance and sale of all,
but not less than all, of the issued and outstanding Capital Stock of any
Restricted Subsidiary owned by the Company or any of its Restricted Subsidiaries
in compliance with the other provisions of this Indenture, or (2) the ownership
by directors of directors' qualifying shares or the ownership by foreign
nationals of Capital Stock of any Restricted Subsidiary, to the extent mandated
by applicable law.

SECTION 10.11. Limitation on Transactions with Affiliates.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into any transaction or series of
related transactions (including, without limitation, the sale, transfer,
disposition, purchase, exchange or lease of assets, property or services) with,
or for the benefit of, any of its Affiliates, except (a) on terms that are no
less favorable to the Company or such Restricted Subsidiary, as the case may be,
than those which could have been obtained at the time in a comparable
transaction or series of related transactions from Persons who are not
Affiliates of the Company, (b) with respect to a transaction or series of
related transactions involving aggregate payments or value equal to or greater
than $5,000,000, the Company shall have delivered an Officer's Certificate to
the Trustee certifying that such transaction or transactions comply with the
preceding clause (a) and have been approved by the Board of Directors of the
Company, and (c) with respect to a transaction or series of related transactions
involving aggregate payments or value equal to or greater than $10,000,000, the
Officers' Certificate referred to in clause (b) above also includes a
certification that such transaction or transactions have been approved by a
majority of the Disinterested Members of the Board of Directors of



<PAGE>   65
                                                                              59



the Company or, in the event there are no such Disinterested Members of the
Board of Directors, that the Company has obtained a written opinion from an
independent nationally recognized investment banking firm, accounting firm or
appraisal firm, in each case specializing or having a speciality in the type and
subject matter of the transaction or series of transactions at issue, which
opinion shall be to the effect set forth in clause (a) above or shall state that
such transaction or series of related transactions is fair from a financial
point of view to the Company or such Restricted Subsidiary.

         Notwithstanding the foregoing, the restrictions set forth in this
covenant shall not apply to (i) transactions between or among the Company and
its Restricted Subsidiaries, (ii) customary directors' fees, indemnification and
similar arrangements, consulting fees, employee salaries, bonuses or employment
agreements, compensation or employee benefit arrangements and incentive
arrangements with any officer, director or employee of the Company or any
Restricted Subsidiary entered into in the ordinary course of business, (iii) any
dividends made in compliance with Section 10.9, (iv) loans and advances to
officers, directors and employees of the Company or any Restricted Subsidiary
made in the ordinary course of business in an aggregate amount not to exceed
$1,000,000 outstanding at any one time, (v) transactions pursuant to agreements
in effect on January 28, 1999, (vi) written agreements entered into or assumed
in connection with acquisitions of other businesses with Persons who were not
Affiliates prior to such transactions, or (vii) leases of property or equipment
entered into in the ordinary course of business on terms that are substantially
similar to those which could have been obtained at the time in a comparable
transaction with non-Affiliates.

SECTION 10.12. Limitation on Liens.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Liens of any kind
securing Indebtedness upon any of its property or assets, or any proceeds
therefrom, unless the Securities are equally and ratably secured (except that
Liens securing Subordinated Indebtedness shall be expressly subordinate to Liens
securing the Securities to the same extent such Subordinated Indebtedness is
subordinate to the Securities), except for (a) Liens securing Senior
Indebtedness and Guarantor Senior Indebtedness; (b) Liens securing the
Securities; (c) Liens securing Indebtedness which is incurred to refinance
Indebtedness which has been secured by a Lien (other than a Lien in favor of the
Company or a Restricted Subsidiary) permitted under the Indenture and which has
been incurred in accordance with the provisions of this Indenture; provided,
however, that such Liens do not extend to or cover any property or assets of the
Company or any its Restricted Subsidiaries not securing the Indebtedness so
refinanced; and (d) Permitted Liens.

SECTION 10.13. Change of Control.

         On or before the 30th day after the date of the occurrence of a Change
of Control (the "Change of Control Date"), the Company shall make an Offer to
Purchase (a "Change of Control Offer") on a Business Day not more than 60 nor
less than 30 days following the mailing of such Offer to Purchase, (the "Change
of Control Purchase Date") all of the then Outstanding Securities tendered at a
purchase price in cash (the "Change of Control Purchase Price") equal to 101% of
the principal amount thereof plus accrued and unpaid interest, if any, thereon
to the Change of Control Purchase Date. The Company shall be required to
purchase all Securities tendered into the Change of Control Offer and not
withdrawn.

         On the Change of Control Purchase Date, the Company shall (i) accept
for payment Securities or portions thereof (not less than $1,000 principal
amount and integral multiples thereof) tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent money, in immediately
available funds, sufficient to pay the purchase price of all Securities or
portions thereof so tendered and accepted and (iii) deliver to the Trustee the
Securities so accepted together with an Officer's Certificate setting forth the
Securities or portions thereof tendered to and accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of
Securities so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and make available for delivery to such



<PAGE>   66
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Holders a new Security of like tenor equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Change of Control Offer not
later than the third Business Day following the Change of Control Purchase Date.

         The Company shall not be required to make a Change of Control offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control
Offer.

         The Company shall comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder, to the extent such laws or
regulations are applicable, in the event that a Change of Control occurs and the
Company is required to purchase Securities as described above, and any violation
of the provisions of the Indenture relating to such Offer to Purchase occurring
as a result of such compliance shall not be deemed a Default or an Event of
Default.

SECTION 10.14. Disposition of Proceeds of Asset Sales.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any Asset Sale unless (a) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least equal to the Fair Market Value of the shares or assets sold or
otherwise disposed of and (b) at least 75% of the consideration in such Asset
Sale, plus all other Asset Sales since January 28, 1999 on a cumulative basis,
consists of cash or Cash Equivalents; provided, however, that the amount of any
Indebtedness (as shown on the most recent balance sheet of the Company or such
Restricted Subsidiary) of the Company or such Restricted Subsidiary that is
assumed by the transferee of such assets as a result of which the Company and
its Restricted Subsidiaries are no longer liable thereon, and any securities,
notes or other obligations received by the Company or such Restricted Subsidiary
from such transferee that are converted within 60 days into cash or Cash
Equivalents (to the extent of the cash or Cash Equivalents received) shall be
deemed to be cash for the purposes of this provision. To the extent that the Net
Cash Proceeds, or portion thereof, of any Asset Sale are not applied to repay,
and permanently reduce the commitments under Senior Indebtedness or Guarantor
Senior Indebtedness in accordance with the terms thereof, the Company or such
Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds, or
portion thereof, from such Asset Sale, within 360 days of such Asset Sale, to an
investment in properties and assets that replace the properties and assets that
were the subject of such Asset Sale or in properties and assets that (as
determined in good faith by the Board of Directors of the Company or the
Restricted Subsidiary, as the case may be) are used or useful in the business of
the Company and its Restricted Subsidiaries conducted at such time or in
businesses reasonably related thereto or in Capital Stock of a Person, the
principal portion of whose assets consist of such property or assets
("Replacement Assets"). Any Net Cash Proceeds from any Asset Sale that has
occurred on or after January 28, 1999 that are neither used to repay, and
permanently reduce the commitments under, Senior Indebtedness or Guarantor
Senior Indebtedness in accordance with the terms thereof nor invested in
Replacement Assets within such 360-day period will constitute "Excess Proceeds"
subject to disposition as provided below.

         When the aggregate amount of Excess Proceeds equals or exceeds
$10,000,000, the Company shall make an Offer to Purchase, from all Holders of
the Securities and any then outstanding Pari Passu Indebtedness required to be
repurchased or repaid on a permanent basis in connection with an Asset Sale, an
aggregate principal amount of Securities and any then outstanding Pari Passu
Indebtedness equal to such Excess Proceeds as follows:

                  (i) (A) The Company shall make an Offer to Purchase (an "Asset
         Sale Offer") from all Holders of the Securities the maximum principal
         amount (expressed as a multiple of $1,000) of Securities that may be
         purchased out of an amount (the "Asset Sale Offer Amount") equal to



<PAGE>   67
                                                                              61



         the product of such Excess Proceeds, multiplied by a fraction, the
         numerator of which is the outstanding principal amount of the
         Securities and the denominator of which is the sum of the outstanding
         principal amount of the Securities and such Pari Passu Indebtedness, if
         any (subject to proration in the event such amount is less than the
         aggregate Offered Price (as defined below) of all Securities tendered),
         and (B) to the extent required by such Pari Passu Indebtedness and
         provided there is a permanent reduction in the principal amount of such
         Pari Passu Indebtedness, the Company shall make an Offer to Purchase
         Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari
         Passu Indebtedness Amount") equal to the excess of the Excess Proceeds
         over the Asset Sale Offer Amount;

                  (ii) The offer price for the Securities shall be payable in
         cash in an amount equal to 100% of the principal amount of the
         Securities tendered pursuant to an Asset Sale Offer, plus accrued and
         unpaid interest, if any, to the date such Asset Sale Offer is
         consummated (the "Offered Price"), in accordance with the procedures
         set forth in the Indenture. To the extent that the aggregate Offered
         Price of the Securities tendered pursuant to an Asset Sale Offer is
         less than the Asset Sale Offer Amount relating thereto or the aggregate
         amount of the Pari Passu Indebtedness that is purchased or repaid
         pursuant to the Pari Passu Offer is less than the Pari Passu
         Indebtedness Amount (such shortfall constituting an "Asset Sale
         Deficiency"), the Company may use such Asset Sale Deficiency for
         general corporate purposes, subject to the limitations in Section 10.9,
         and

                  (iii) If the aggregate Offered Price of Securities validly
         tendered and not withdrawn by Holders thereof exceeds the Asset Sale
         Offer Amount, Securities to be purchased will be selected on a pro rata
         basis. Upon completion of such Asset Sale Offer and Pari Passu Offer,
         the amount of Excess Proceeds shall be reset to zero.

         On the Asset Sale Offer Purchase Date, the Company shall (i) accept for
payment (subject to proration as described in the Offer to Purchase) Securities
or portions thereof validly tendered pursuant to the Asset Sale Offer,
respectively, (ii) deposit with the Paying Agent money, in immediately available
funds, sufficient to pay the purchase price of all such Securities or portions
thereof so tendered and accepted and (iii) deliver to the Trustee the Securities
so accepted together with an Officer's Certificate setting forth the Securities
or portions thereof tendered to and accepted for payment by the Company. The
Paying Agent shall promptly mail or deliver to the Holders of Securities so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and make available for delivery to such Holders a new
Security of like tenor equal in principal amount to any unpurchased portion of
the Security surrendered. Any Securities not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Asset Sale Offer and Pari Passu Offer not
later than the third Business Day following the Asset Sale Offer Purchase Date.

         Whenever the aggregate amount of Excess Proceeds received by the
Company and its Restricted Subsidiaries exceeds $10,000,000, such Excess
Proceeds shall, prior to the purchase of Securities, be set aside by the Company
or such Restricted Subsidiary, as the case may be, in a separate account pending
(i) deposit with the Paying Agent of the amount required to purchase the
Securities tendered in an Asset Sale Offer or (ii) delivery by the Company of
the Offered Price to the Holders of the Securities validly tendered and not
withdrawn pursuant to an Asset Sale Offer. Such Excess Proceeds may be invested
in Cash Equivalents, as directed by the Company, having a maturity date which is
not later than the earliest possible date for purchase of Securities pursuant to
the Asset Sale Offer. The Company will be entitled to any interest or dividends
accrued, earned or paid on such Cash Equivalents.

         The Company shall comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder, to the extent such laws and
regulations are applicable, in the event that an Asset Sale occurs and the
Company is required to purchase Securities as described above, and any



<PAGE>   68
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violation of the provisions of the Indenture relating to such Offer to Purchase
occurring as a result of such compliance shall not be deemed a Default or an
Event of Default.

SECTION 10.15. Limitation on Dividends and Other Payment Restrictions Affecting
               Restricted Subsidiaries.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise,
or make any other distributions on or in respect of its Capital Stock to the
Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the
Company or any other Restricted Subsidiary of the Company, (c) make loans or
advances to the Company or any other Restricted Subsidiary of the Company, (d)
transfer any of its properties or assets to the Company or any other Restricted
Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or
any other Restricted Subsidiary of the Company, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law or any applicable
rule, regulation or order, (ii) customary non-assignment provisions of any
contract or any lease governing a leasehold interest of the Company or any
Restricted Subsidiary of the Company, (iii) customary restrictions on transfers
of property subject to a Lien permitted under this Indenture (including purchase
money Liens permitted under this Indenture), (iv) any agreement or other
instrument of a Person acquired by the Company or any Restricted Subsidiary in
existence at the time of such acquisition (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person, or the property
or assets of the Person, so acquired, (v) an agreement entered into for the sale
or disposition of Capital Stock or assets of a Restricted Subsidiary or an
agreement entered into for the sale of specified assets (in either case, so long
as such encumbrance or restriction, by its terms, terminates on the earlier of
the termination of such agreement or the consummation of such agreement and so
long as such restriction applies only to the Capital Stock or assets to be
sold), (vi) any agreement in effect on January 28, 1999, including, without
limitation, the Indenture, dated as of January 28, 1999 among the Company, State
Street Bank and Trust Company and the guarantors named therein (the "1999
Indenture") and the Credit Facility, as defined in the 1999 Indenture, (vii)
this Indenture and the Guarantees, and (viii) any agreement that amends,
extends, refinances, renews or replaces any agreement described in the foregoing
clauses; provided that the terms and conditions of any such agreement are not
materially less favorable to the Holders of the Securities with respect to such
encumbrances or restrictions than those under or pursuant to the agreement
amended, extended, refinanced, renewed or replaced.

SECTION 10.16. Limitation on Issuance of Subordinated Indebtedness.

         The Company shall not, and shall not permit any Guarantor to, directly
or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is
expressly subordinate or junior in right of payment to any Indebtedness of the
Company or such Guarantor and senior in right of payment to the Securities or
the Guaranty of such Guarantor, as the case may be.

SECTION 10.17. Additional Subsidiary Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires, creates
or designates another Restricted Subsidiary organized under the laws of the
United States or any possession or territory thereof, any State of the United
States or the District of Columbia, then such newly acquired, created or
designated Restricted Subsidiary shall, within 30 days after the date of its
acquisition, creation or designation, whichever is later, execute and deliver to
the Trustee a supplemental indenture in substantially the form set forth in
Exhibit D, pursuant to which such Restricted Subsidiary shall become a Guarantor
of the Securities in the manner set forth in Article XIII; provided, that such
Restricted Subsidiary shall not be obligated to become a Guarantor in the manner
set forth above if such Restricted Subsidiary is not, either individually or
when considered in the aggregate with all other Restricted



<PAGE>   69
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Subsidiaries that are not Guarantors, a Significant Subsidiary. Thereafter, such
Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.
In addition to the foregoing, the Company shall cause any Restricted Subsidiary
that is not a Guarantor to become a Guarantor in the manner provided above
within 30 days of such time as it becomes, either individually or when
considered in the aggregate with all other Restricted Subsidiaries that are not
Guarantors, a Significant Subsidiary. Thereafter, such Restricted Subsidiary
shall be a Guarantor for all purposes of this Indenture. The Company at its
option may also cause any other Restricted Subsidiary to become a Guarantor in
the manner provided in this Section.

SECTION 10.18. Limitations on Designation of Unrestricted Subsidiaries.

                  (a) The Company may designate after the Issue Date any
         Restricted Subsidiary as an "Unrestricted Subsidiary" under this
         Indenture (a "Designation") only if:

                  (i) no Default shall have occurred and be continuing at the
         time of or after giving effect to such Designation;

                  (ii) the Company would be permitted to make an Investment
         (other than a Permitted Investment covered by clause (x) of the
         definition thereof) at the time of Designation (assuming the
         effectiveness of such Designation) pursuant to the first paragraph of
         Section 10.9 in an amount (the "Designation Amount") equal to the Fair
         Market Value of the Company's interest in such Subsidiary on such date;
         and

                  (iii) the Company would be permitted under this Indenture to
         incur $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) pursuant to Section 10.8 at the time of such Designation
         (assuming the effectiveness of such Designation).

         In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
10.9 for all purposes of this Indenture in the Designation Amount.

         The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, at any time (x) provide credit support for or subject any of its
property or assets (other than the Capital Stock of any Unrestricted Subsidiary)
to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking, agreement or instrument evidencing such
Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final Stated Maturity upon the occurrence of
a default with respect to any Indebtedness of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary). All Subsidiaries of Unrestricted Subsidiaries shall automatically
be deemed to be Unrestricted Subsidiaries.

                  (b) The Company may revoke any Designation of a Subsidiary as
         an Unrestricted Subsidiary (a "Revocation") if:

                  (i) no Default shall have occurred and be continuing at the
         time of and after giving effect to such Revocation, and

                  (ii) all Liens and Indebtedness of such Unrestricted
         Subsidiary outstanding immediately following such Revocation would, if
         incurred at such time by a Restricted Subsidiary, have been permitted
         to be incurred for all purposes of this Indenture.



<PAGE>   70
                                                                              64



                  (c) All Designations and Revocations must be evidenced by
         Board Resolutions of the Company delivered to the Trustee certifying
         compliance with the foregoing provisions.

SECTION 10.19. Provision of Financial Information.

         For so long as the Securities are outstanding, whether or not the
Company is subject to Section 13(a) or 15(d) of the Exchange Act, or any
successor provision thereto, the Company shall file with the Commission (if
permitted by Commission practice and applicable law and regulations) the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to such Section 13(a) or 15(d) or
any successor provision thereto if the Company were so subject, such documents
to be filed with the Commission on or prior to the respective dates (the
"Required Filing Dates") by which the Company would have been required so to
file such documents if the Company were so subject. The Company shall also in
any event within 15 days after each Required Filing Date (whether or not
permitted or required to be filed with the Commission) file with the Trustee,
copies of the annual reports, quarterly reports and other documents which the
Company would be required to file with the Commission if the Securities were
then registered under the Exchange Act and to make such information available to
Holders of Securities upon request. In addition, if the Company is not subject
to the reporting requirements of the Exchange Act, for so long as any Securities
remain outstanding, the Company will furnish to the Holders of Securities and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 10.20. Statement by Officers as to Default; Compliance Certificates.

                  (a) The Company shall deliver to the Trustee, prior to March
         31 in each year commencing March 31, 2002, an Officer's Certificate,
         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 (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 he may have knowledge.

                  (b) The Company shall deliver to the Trustee, as soon as
         possible and in any event within five business days after the Company
         becomes aware of the occurrence of a Default or an Event of Default, an
         Officer's Certificate setting forth the details of such Default or
         Event of Default, and the action which the Company proposes to take
         with respect thereto.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1. Right of Redemption.

         The Securities may be redeemed at the election of the Company, in the
amounts, at the times, at the Redemption Prices (together with any applicable
accrued and unpaid interest to the Redemption Date), and subject to the
conditions specified in the form of Security and hereinafter set forth.

SECTION 11.2. Applicability of Article.

         Redemption of Securities at the election of the Company, as permitted
by this Indenture and the provisions of the Securities, shall be made in
accordance with such provisions and this Article.



<PAGE>   71
                                                                              65



SECTION 11.3. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities pursuant to
Section 11.1 shall be evidenced by a Board Resolution. In the event of any
redemption at the election of the Company pursuant to Section 11.1, the Company
shall notify the Trustee, in case of a redemption of less than all the
Securities, at least 60 days, and in the case of a redemption of all the
Securities, at least 40 days, prior to the Redemption Date fixed by the Company
(in each case, unless a shorter notice shall be satisfactory to the Trustee) of
such Redemption Date and of the principal amount of Securities to be redeemed.

SECTION 11.4. Selection by Trustee of Securities to Be Redeemed.

         In the event that less than all of the Securities are to be redeemed at
any time, selection of such Securities for redemption will be made by the
Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are
not then listed on a national securities exchange, on a pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate (subject to the
rules of the Depository); provided, however, that Securities shall only be
redeemable in amounts of $1,000 or an integral multiple of $1,000.

         The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

         For all purposes of this Indenture and of the Securities, unless the
context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.

SECTION 11.5. Notice of Redemption.

         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 of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall identify the Securities to be redeemed
(including, if used, CUSIP or CINS numbers) and shall state:

                  (i) the Redemption Date,

                  (ii) the Redemption Price,

                  (iii) if less than all the Outstanding Securities are to be
         redeemed, the identification (and, in the case of partial redemption,
         the principal amounts) of the particular Securities to be redeemed,

                  (iv) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and that
         interest thereon will cease to accrue on and after such Redemption
         Date,

                  (v) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price, and

                  (vi) if the redemption is being made pursuant to the
         provisions of the Securities regarding a Qualified Equity Offering, a
         brief description of the transaction or transactions giving rise to
         such redemption, the nature and amount of Capital Stock sold by the
         Company thereto in



<PAGE>   72
                                                                              66



         such transaction or transactions, the aggregate purchase price thereof
         and the net cash proceeds therefrom available for such redemption, the
         date or dates on which such transaction or transactions were completed
         and the percentage of the aggregate principal amount of Outstanding
         Securities being redeemed.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 11.6. Deposit of Redemption Price.

         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 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) any applicable accrued interest on, all
the Securities which are to be redeemed on that date.

SECTION 11.7. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities 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 any applicable
accrued interest) such Securities shall not bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with any applicable
accrued and unpaid interest to 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 of such Securities, or one or more
predecessor securities, registered as such at the close of business on the
relevant record dates according to their terms and the provisions of Section
3.7.

         If any Security called for redemption in accordance with the election
of the Company made pursuant to Section 11.1 shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate provided by the Security.

SECTION 11.8. Securities Redeemed in Part.

         Any Security 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 10.2 (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 shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount at Stated Maturity equal to and in
exchange for the unredeemed portion of the principal amount at Stated Maturity
of the Security so surrendered.



<PAGE>   73
                                                                              67



                                   ARTICLE XII

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 12.1. Company's Option To Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 12.2
or Section 12.3 applied to the Outstanding Securities (as a whole and not in
part) upon compliance with the conditions set forth below in this Article. Any
such election shall be evidenced by a Board Resolution.

SECTION 12.2. Defeasance and Discharge.

         Upon the Company's exercise of its option to have this Section applied
to the Outstanding Securities (as a whole and not in part), the Company shall be
deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 12.4 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of Outstanding Securities to receive,
solely from the trust fund described in Section 12.4 and as more fully set forth
in such Section, payments in respect of the principal of, premium, if any, and
interest on such Securities when payments are due, (2) the Company's obligations
with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (3)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article. Subject to compliance with this Article, the Company may
exercise its option to have this Section applied to the Outstanding Securities
(as a whole and not in part) notwithstanding the prior exercise of its option to
have Section 12.3 applied to such Securities.

SECTION 12.3. Covenant Defeasance.

         Upon the Company's exercise of its option to have this Section applied
to the Outstanding Securities (as a whole and not in part), (i) the Company and
the Guarantors shall be released from their obligations under Section 8.1(A)(3),
Sections 10.5 through 10.19, inclusive, and any covenant provided pursuant to
Section 9.1(ii), (ii) the occurrence of any event specified in Sections 5.1(3)
and 5.1(4) (with respect to Section 8.1(A)(3) and any of Sections 10.5 through
10.19, inclusive, and any such covenants provided pursuant to Section 9.1(ii)),
shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 12.4 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section 5.1(3)
or 5.1(4)), whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 12.4. Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
12.2 or Section 12.3 to the Outstanding Securities:

                  (1) The Company or any Guarantor shall irrevocably have
         deposited or caused to be deposited with the Trustee (or another
         trustee which satisfies the requirements contemplated by



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                                                                              68



         Section 6.9 and agrees to comply with the provisions of this Article
         applicable to it) as trust funds in trust for the purpose of making the
         following payments, specifically pledged as security for, and dedicated
         solely to, the benefits of the Holders of such Securities, (A) money in
         an amount, or (B) U.S. Government Obligations which 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 (C) a combination
         thereof, in each case sufficient, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee, to pay and
         discharge, and which shall be applied by the Trustee (or any such other
         qualifying trustee) to pay and discharge, the principal of, premium, if
         any, and any installment of interest on such Securities on the
         respective Stated Maturities thereof, in accordance with the terms of
         this Indenture and such Securities. As used herein, "U.S. Government
         Obligation" means (x) any security which is (i) a direct Obligation of
         the United States of America for the payment of which the full faith
         and credit of the United States of America is pledged or (ii) an
         obligation of a Person controlled or supervised by and acting as an
         agency or instrumentality of the United States of America the payment
         of which is unconditionally guaranteed as a full faith and credit
         obligation by the United States of America, which, in either case (i)
         or (ii), is not callable or redeemable at the option of the issuer
         thereof, and (y) any depositary receipt issued by a bank (as defined in
         Section 3(a)(2) of the Securities Act) as custodian with respect to any
         U.S. Government Obligation which is specified in clause (x) above and
         held by such bank for the account of the holder of such depositary
         receipt, or with respect to any specific payment of principal of or
         interest on any U.S. Government Obligation which is so specified and
         held, provided (except as required by law) such custodian is not
         authorized to make any deduction from the amount payable to the holder
         of such depositary receipt from any amount received by the custodian in
         respect of the U.S. Government Obligation or the specific payment of
         principal or interest evidenced by such depositary receipt.

                  (2) In the event of an election to have Section 12.2 apply to
         the Outstanding Securities, the Company shall have delivered to the
         Trustee an Opinion of Counsel stating that (A) the Company has received
         from, or there has been published by, the Internal Revenue Service a
         ruling or (B) since the date of this Indenture, there has been a change
         in the applicable Federal income tax law, in either case to the effect
         that, and based thereon such opinion shall confirm that, the Holders of
         such Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit, Defeasance and discharge to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit, Defeasance and discharge were not
         to occur.

                  (3) In the event of an election to have Section 12.3 apply to
         the Outstanding Securities, the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit and Covenant Defeasance to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit and Covenant Defeasance were not
         to occur.

                  (4) No Default or Event of Default with respect to the
         Outstanding Securities shall have occurred and be continuing at the
         time of such deposit (excluding a Default or Event of Default due to a
         breach of Section 10.8 which arises solely due to the borrowing of
         funds entirely and immediately applied to such deposit).

                  (5) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest with respect to any securities
         of the Company or any Guarantor.



<PAGE>   75
                                                                              69



                  (6) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Company is a party or by which it
         is bound.

                  (7) The Company shall have delivered to the Trustee an Opinion
         of Counsel (which opinion may be subject to customary assumptions and
         exceptions) to the effect that after the 91st day following the
         deposit, the trust funds will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally.

                  (8) The Company shall have delivered to the Trustee an
         Officer's Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of the Securities
         over the other creditors of the Company or any Guarantor with the
         intent of defeating, hindering, delaying or defrauding creditors of the
         Company or any Guarantor or others.

                  (9) No event or condition shall exist that would prevent the
         Company from making payments of the principal of, premium, if any, and
         interest on the Securities on the date of such deposit or at any time
         ending on the 91st day after the date of such deposit.

                  (10) The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent under this Indenture to either Defeasance or
         Covenant Defeasance, as the case may be, have been complied with.

SECTION 12.5. Deposited Money and U.S. Government Obligations To Be Held in
Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 12.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 12.4 in respect of the
Outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 12.4 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 Outstanding Securities.

         Anything in this Article 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 12.4
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be,
with respect to the Outstanding Securities.

SECTION 12.6. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining,
or otherwise prohibiting such application, then the obligations under this
Indenture, such Securities and the Guarantees from which the Company and the
Guarantors have been discharged or



<PAGE>   76
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released pursuant to Section 12.2 or 12.3 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 12.5 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                  ARTICLE XIII

                                    GUARANTY

SECTION 13.1. Guaranty.

         Each Guarantor hereby unconditionally and irrevocably guarantees on a
senior subordinated basis, jointly and severally, to each Holder and to the
Trustee and its successors and assigns (a) the full and prompt payment (within
applicable grace periods) of principal of and interest on the Securities when
due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and prompt performance within applicable grace
periods of all other obligations of the Company under this Indenture and the
Securities (all the foregoing being hereinafter collectively called the
"Guaranty Obligations"). Each Guarantor further agrees that the Guaranty
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Guarantor, and that such Guarantor will remain bound
under this Article XIII notwithstanding any extension or renewal of any Guaranty
Obligation.

         To the extent that any Guarantor shall be required to pay any amounts
on account of the Securities pursuant to a Guaranty in excess of an amount
calculated as the product of (i) the aggregate amount payable by the Guarantors
on account of the Securities pursuant to the Guarantees times (ii) the
proportion (expressed as a fraction) that such Guarantor's net assets
(determined in accordance with GAAP) at the date enforcement of the Guarantees
is sought bears to the aggregate net assets (determined in accordance with GAAP)
of all Guarantors at such date, then such Guarantor shall be reimbursed by the
other Guarantors for the amount of such excess, pro rata, based upon the
respective net assets (determined in accordance with GAAP) of such other
Guarantors at the date enforcement of the Guarantees is sought. This paragraph
is intended only to define the relative rights of Guarantors as among
themselves, and nothing set forth in this paragraph is intended to or shall
impair the joint and several obligations of the Guarantors under their
respective Guarantees.

         The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under any Guaranty.

         Each Guarantor waives presentation to, demand of payment from and
protest to the Company of any of the Guaranty Obligations and also waives notice
of protest for nonpayment. Each Guarantor waives notice of any default under the
Securities or the Guaranty Obligations. The obligations of each Guarantor
hereunder shall not be affected by (a) the failure of any Holder or the Trustee
to assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Securities or any other
agreement or otherwise; (b) any extension or renewal of any thereof; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Guaranty Obligations or any
of them; (e) the failure of any Holder or Trustee to exercise any right or
remedy against any other guarantor of the Guaranty Obligations; or (f) any
change in the ownership of any Guarantor (subject to Section 13.5(b)).



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                                                                              71



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

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

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

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

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

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

SECTION 13.2. Limitation on Liability.

         Any term or provision of this Indenture to the contrary
notwithstanding, the obligations of each Guarantor hereunder are limited to the
maximum amount which, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its



<PAGE>   78
                                                                              72



Guaranty or pursuant to its contribution obligations under this Indenture, will
result in the obligations of such Guarantor under this Indenture or its Guaranty
not being voidable as a fraudulent conveyance or fraudulent transfer under
federal or state law.

SECTION 13.3. Execution and Delivery of Guarantees; Supplemental Indentures.

         The Guaranty of each Guarantor shall be conclusively evidenced by the
execution and delivery by such Guarantor of this Indenture. The execution and
delivery of any Restricted Subsidiary of the Company that is required to become
a Guarantor pursuant to Section 10.17 shall be conclusively evidenced by its
execution and delivery of the supplemental indenture referred to therein.

         Each Guarantor hereby agrees that its Guaranty shall be and shall
remain in full force and effect notwithstanding any failure to endorse on each
Security a notation of such Guaranty.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantees on behalf of
the Guarantors.

SECTION 13.4. Guarantors May Consolidate, Etc., on Certain Terms.

                  (a) Except as may be provided in Articles VIII and X, nothing
         contained in this Indenture or in any of the Securities shall prevent
         any consolidation or merger of a Guarantor with or into the Company or
         another Guarantor or shall prevent any sale or conveyance of the assets
         of a Guarantor as an entirety or substantially as an entirety or the
         Capital Stock of a Guarantor to the Company or another Guarantor.

                  (b) No Guarantor shall consolidate with or merge with or into
         (whether or not such Guarantor is the surviving Person), another Person
         (other than the Company or another Guarantor), whether or not
         affiliated with such Guarantor, unless, (i) subject to Section 13.5,
         the Person formed by or surviving any such consolidation or merger (if
         other than such Guarantor) assumes all the obligations of such
         Guarantor pursuant to a supplemental indenture, substantially in the
         form of Exhibit D hereto, under the Securities and this Indenture; and
         (ii) immediately after giving effect to such transaction, no Default or
         Event of Default exists. In the case of any such consolidation or
         merger and upon the assumption by the successor Person by supplemental
         indenture of the applicable Guaranty, such successor Person shall
         succeed to and be substituted for the Guarantor with the same effect as
         if it had been named herein as a Guarantor.

SECTION 13.5. Release of Guarantors.

                  (a) Concurrently with any consolidation or merger of a
         Guarantor or any sale or conveyance of all or substantially all of the
         assets of a Guarantor, in each case as permitted by the other
         provisions of this Indenture (including, without limitation, Sections
         10.9, 10.11 and 10.14) and as a result of which such Guarantor ceases
         to be a Restricted Subsidiary of the Company, upon delivery by the
         Company to the Trustee of an Officer's Certificate to the effect that
         such consolidation, merger, sale or conveyance was made in accordance
         with this Indenture and an Opinion of Counsel to the effect that such
         transaction is permitted by this Indenture (which opinion may be
         subject to customary assumptions and limitations), the Trustee shall
         execute any documents reasonably required in order to evidence the
         release of such Guarantor from its obligations under its Guaranty under
         this Article XIII. Any Guarantor not released from its obligations
         under its Guaranty under this Article XIII shall remain liable for the
         full amount of principal of and premium, if any, and interest on the
         Securities and for the other obligations of a Guarantor under its
         Guaranty under this Article XIII.



<PAGE>   79
                                                                              73



                  (b) In the event that the Company designates a Guarantor to be
         an Unrestricted Subsidiary in accordance with the terms of this
         Indenture (including Section 10.18), then such Guarantor shall be
         released and relieved of any obligations under its Guaranty.

SECTION 13.6. Successors and Assigns.

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

SECTION 13.7. No Waiver, etc.

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

SECTION 13.8. Modification, etc.

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

SECTION 13.9. Subordination of Guarantees.

         The obligations of each Guarantor pursuant to its Guaranty and this
Article XIII shall be (a) junior and subordinated in right of payment to the
prior payment in full in cash of all Guarantor Senior Indebtedness of such
Guarantor and (b) senior in right of payment to all existing and future
Guarantor Subordinated Indebtedness of such Guarantor, in each case on the same
basis as the Securities and the obligations of the Company hereunder are junior
and subordinated to all Senior Indebtedness and senior in right of payment to
all Subordinated Indebtedness. For the purposes of this Section 13.9, Article
XIV shall apply to the obligations of each Guarantor under its Guaranty, this
Article XIII and the other provisions of this Indenture as if references therein
to the Company, the Securities, Senior Indebtedness, Subordinated Indebtedness
and Designated Senior Indebtedness were references to such Guarantor, such
Guarantor's Guaranty, Guarantor Senior Indebtedness, Guarantor Subordinated
Indebtedness and Designated Guarantor Senior Indebtedness, respectively.

                                   ARTICLE XIV

                                  SUBORDINATION

SECTION 14.1. Securities Subordinate to Senior Indebtedness and Senior to
Subordinated Indebtedness.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees that, to the extent and in the
manner hereinafter set forth in this



<PAGE>   80
                                                                              74



Article XIV, the Indebtedness evidenced by the Securities is hereby expressly
made subordinate in right of payment to the prior payment in full in cash of all
Senior Indebtedness and senior in right of payment to all existing and future
Subordinated Indebtedness of the Company.

SECTION 14.2. Payment Over of Proceeds Upon Dissolution, Etc.

         In the event of any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relating to the Company or its assets, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or
involuntary, or any assignment for the benefit of creditors or other marshaling
of assets or liabilities of the Company, all Senior Indebtedness (including, in
the case of Designated Senior Indebtedness, any interest accruing subsequent to
the filing of a petition for bankruptcy (regardless of whether such interest is
an allowed claim in the bankruptcy proceeding)) must be paid in full in cash
before any direct or indirect payment (other than payments from a trust
previously created pursuant to Article XII) by or on behalf of the Company of
any kind or character (excluding Permitted Junior Securities) may be made on
account of the principal of, premium, if any, or interest on, or the purchase,
redemption or other acquisition of, the Securities.

SECTION 14.3. No Payment When Designated Senior Indebtedness in Default.

         During the continuance of any default in the payment of principal, or
premium, if any, or interest on any Senior Indebtedness, when the same becomes
due, and after receipt by the Trustee and the Company from representatives of
holders of such Senior Indebtedness of written notice of such default, no direct
or indirect payment (other than payments from trusts previously created pursuant
to Article XII) by or on behalf of the Company of any kind or character (other
than Permitted Junior Securities) may be made on account of the principal of,
premium, if any, or interest on, or the purchase, redemption or other
acquisition of, the Securities unless and until such default has been cured or
waived or has ceased to exist or such Senior Indebtedness shall have been paid
in full in cash or indefeasibly discharged, after which the Company shall
promptly resume making any and all required payments in respect of the
Securities, including any missed payments.

         In addition, during the continuance of any other default with respect
to any Designated Senior Indebtedness that permits, or would permit with the
passage of time or the giving of notice or both, the maturity thereof to be
accelerated (a "Non-payment Default") and upon the earlier to occur of (a)
receipt by the Trustee and the Company from the representatives of holders of
such Designated Senior Indebtedness of a written notice of such Non-payment
Default or (b) if such Non-payment Default results from the acceleration of the
maturity of the Securities, the date of such acceleration, no payment (other
than payments from trusts previously created pursuant to Article XII) of any
kind or character (excluding Permitted Junior Securities) may be made by the
Company on account of the principal of, premium, if any, or interest on, or the
purchase, redemption, or other acquisition of, the Securities for the period
specified below (the "Payment Blockage Period").

         The Payment Blockage Period shall commence upon the receipt of notice
of a Non-payment Default by the Trustee and the Company from the representatives
of holders of Designated Senior Indebtedness or the date of the acceleration
referred to in clause (b) of the preceding paragraph, as the case may be, and
shall end on the earliest to occur of the following events: (i) 179 days have
elapsed since the receipt of such notice or the date of the acceleration
referred to in clause (b) of the preceding paragraph (provided the maturity of
such Designated Senior Indebtedness shall not theretofore have been
accelerated), (ii) such default is cured or waived or ceases to exist or such
Designated Senior Indebtedness is paid in full in cash or indefeasibly
discharged, or (iii) such Payment Blockage Period shall have been terminated by
written notice to the Company or the Trustee from the representatives of holders
of Designated Senior Indebtedness initiating such Payment Blockage Period, after
which the Company shall promptly resume making any and all required payments in
respect of the Securities,



<PAGE>   81
                                                                              75



including any missed payments. Only one Payment Blockage Period with respect to
the Securities may be commenced within any 360 consecutive day period. No
Non-payment Default with respect to Designated Senior Indebtedness that existed
or was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness initiating such Payment
Blockage Period will be, or can be, made the basis for the commencement of a
second Payment Blockage Period, whether or not within a period of 360
consecutive days, unless such default has been cured or waived for a period of
not less than 90 consecutive days. In no event will a Payment Blockage Period
extend beyond 179 days from the date of the receipt by the Trustee of the notice
or the date of the acceleration initiating such Payment Blockage Period, and
there must be a 181 consecutive day period in any 360 day period during which no
Payment Blockage Period is in effect.

SECTION 14.4. Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full in cash of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article XIV to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article XIV, and no payments over pursuant to the provisions of this
Article XIV to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Indebtedness.

SECTION 14.5. Provisions Solely to Define Relative Rights.

         The provisions of this Article XIV are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article XIV or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of, premium, if any and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; (b) affect the relative rights against the Company
of the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any
Securities from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article XIV of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

SECTION 14.6. Trustee to Effectuate Subordination.

         Each Holder of a Security by its acceptance thereof authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XIV and
appoints the Trustee its attorney-in-fact for any and all such purposes.

SECTION 14.7. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
non-



<PAGE>   82
                                                                              76



compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

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

SECTION 14.8. Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article XIV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
at its Corporate Trust Office the notice provided for in this Section at least
three Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
in cash of the principal of, premium, if any or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

SECTION 14.9. Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article XIV, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XIV.

SECTION 14.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any



<PAGE>   83
                                                                              77



holders of Senior Indebtedness shall be entitled by virtue of this Article XIV
or otherwise, except in the case of gross negligence or wilful misconduct on the
part of the Trustee.

SECTION 14.11. Rights of Trustee as Holder of Senior Indebtedness; Preservation
of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XIV with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.

         Nothing in this Article XIV shall apply to claims of, or payments to,
the Trustee or its agent or counsel under or pursuant to Section 6.7.

SECTION 14.12. Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article XIV shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XIV in addition to or in place of the Trustee; provided,
however, that Section 14.11 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

                                   ----------

         This Indenture 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.



<PAGE>   84
                                                                              78



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

                            INTEGRATED ELECTRICAL SERVICES, INC.



                            By: /s/ H. DAVID RAMM
                               -------------------------------------------------
                            Name: H. David Ramm
                            Title:  President and Chief Executive Officer



                            STATE STREET BANK AND TRUST COMPANY



                            By: /s/ MICHAEL HOPKINS
                               -------------------------------------------------
                            Name: Michael Hopkins
                            Title: Vice President


                            1ST GROUP TELECOMMUNICATIONS, INC.
                            ACE ELECTRIC, INC.
                            ALADDIN WARD ELECTRIC & AIR, INC.
                            AMBER ELECTRIC, INC.
                            ANDERSON & WOOD CONSTRUCTION CO., INC.
                            ARC ELECTRIC, INCORPORATED
                            AXIS MANAGEMENT LLC
                            BACHOFNER ELECTRIC, INC.
                            BARTLEY & DEVARY ELECTRIC, INC.
                            BEAR ACQUISITION CORPORATION
                            BRINK ELECTRIC CONSTRUCTION CO.
                            BRITT RICE ELECTRIC, INC.
                            BRITT RICE MANAGEMENT LLC
                            BRYANT ELECTRIC COMPANY, INC.
                            BW CONSOLIDATED, INC.
                            BW/BEC, INC.
                            CANOVA ELECTRICAL CONTRACTING, INC.
                            CARROLL MANAGEMENT LLC
                            CARROLL SYSTEMS, INC.
                            CHARLES P. BAGBY COMPANY, INC.
                            COLLIER ELECTRIC COMPANY, INC.
                            COMMERCIAL ELECTRICAL CONTRACTORS, INC.
                            CROSS STATE ELECTRIC, INC.
                            CYPRESS ELECTRICAL CONTRACTORS, INC.
                            DANIEL ELECTRICAL CONTRACTORS, INC.
                            DANIEL ELECTRICAL OF TREASURE COAST INC.
                            DAVIS ELECTRICAL CONSTRUCTORS, INC.
                            DELCO ELECTRIC, INC.
                            ELECTRO-TECH, INC.
                            EMC ACQUISITION CORPORATION
                            ERNEST P. BREAUX ELECTRICAL, INC.
                            FEDERAL COMMUNICATIONS GROUP, INC.
                            FLORIDA INDUSTRIAL ELECTRIC, INC.



<PAGE>   85
                                                                           79



                            GENERAL PARTNER, INC.
                            GOSS ELECTRIC COMPANY, INC.
                            H.R. ALLEN, INC.
                            HATFIELD REYNOLDS ELECTRIC COMPANY
                            HOLLAND ELECTRICAL SYSTEMS, INC.
                            HOUSTON-STAFFORD ELECTRIC, INC.
                            HOUSTON-STAFFORD MANAGEMENT LLC
                            HOWARD BROTHERS ELECTRIC CO., INC.
                            I.C.G. ELECTRIC, INC.
                            IES COMMUNICATIONS GROUP, INC.
                            IES CONTRACTORS MANAGEMENT LLC
                            IES ELECTRICAL GROUP, INC.
                            IES RESIDENTIAL GROUP, INC.
                            IES SPECIALTY LIGHTING, INC.
                            IES VENTURES INC.
                            INNOVATIVE ELECTRIC COMPANY, INC.
                            INTEGRATED ELECTRICAL FINANCE, INC.
                            INTELLIGENT BUILDING SOLUTIONS, INC.
                            J.W. GRAY ELECTRIC COMPANY, INC.
                            J.W. GRAY MANAGEMENT, LLC
                            KAYTON ELECTRIC, INC.
                            KEY ELECTRICAL SUPPLY, INC.
                            LINEMEN, INC.
                            MARK HENDERSON, INCORPORATED
                            MENNINGA ELECTRIC, INC.
                            MIDLANDS ELECTRICAL CONTRACTORS, INC.
                            MID-STATES ELECTRIC COMPANY, INC.
                            MILLS ELECTRICAL CONTRACTORS, INC.
                            MILLS MANAGEMENT LLC
                            MITCHELL ELECTRIC COMPANY, INC.
                            M-S SYSTEMS, INC.
                            MURRAY ELECTRICAL CONTRACTORS, INC.
                            MUTH ELECTRIC, INC.
                            NEAL ELECTRIC MANAGEMENT LLC
                            NEW TECHNOLOGY ELECTRICAL CONTRACTORS,
                                INC.
                            NEWCOMB ELECTRIC COMPANY, INC.
                            PAN AMERICAN ELECTRIC COMPANY, INC.
                            PAN AMERICAN ELECTRIC, INC.
                            PAULIN ELECTRIC COMPANY, INC.
                            POLLOCK ELECTRIC INC.
                            PRIMENET, INC.
                            PRIMO ELECTRIC COMPANY
                            PUTZEL ELECTRICAL CONTRACTORS, INC.
                            RAINES ELECTRIC CO., INC.
                            RAINES MANAGEMENT LLC
                            RKT ELECTRIC, INC.
                            ROCKWELL ELECTRIC, INC.
                            RODGERS ELECTRIC COMPANY, INC.
                            RON'S ELECTRIC, INC.
                            SPECTROL, INC.
                            SPOOR ELECTRIC, INC.
                            SUMMIT ELECTRIC OF TEXAS, INC.



<PAGE>   86
                                                                              80



                            T&H ELECTRICAL CORPORATION
                            TECH ELECTRIC CO., INC.
                            TEKNON ACQUISITION CORPORATION
                            TESLA POWER G.P., INC.
                            THOMAS POPP & COMPANY
                            VALENTINE ELECTRICAL, INC.
                            WOLFE ELECTRIC CO., INC.
                            WRIGHT ELECTRICAL CONTRACTING, INC.


                            By: /s/ NEIL J. DePASCAL, JR.
                               -------------------------------------------------
                               Neil J. DePascal, Jr., Chief Accounting Officer



                             AXIS COMMUNICATIONS LP

                             By: Axis Management LLC, its general partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             B. RICE ELECTRIC LP

                             By: Britt Rice Management LLC, its general partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             BEXAR ELECTRIC COMPANY, LTD.

                             By: BW/BEC, Inc., its general partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



<PAGE>   87
                                                                              81



                             CARROLL SYSTEMS LP

                             By: Carroll Management LLC, its general partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             HAYMAKER ELECTRIC, LTD.

                             By: General Partner, Inc., its general partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             HOUSTON-STAFFORD ELECTRICAL CONTRACTORS, LP

                             By: Houston-Stafford Management LLC, its general
                                 partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             ICS INTEGRATED COMMUNICATIONS SERVICES LP

                             By: Neal Electric Management LLC, its general
                                 partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             IES CONTRACTORS LP

                             By: IES Contractors Management LLC, its general
                                 partner


                             By: /s/ NEIL J. DePASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



<PAGE>   88
                                                                              82



                             IES MANAGEMENT LP

                             By: Integrated Electrical Finance, Inc.


                             By: /s/ NEIL J. DEPASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             J.W. GRAY ELECTRICAL CONTRACTORS, LP

                             By: J.W. Gray Management, LLC, its general partner

                             By: /s/ NEIL J. DEPASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             MILLS ELECTRIC LP

                             By: Mills Management LLC, its general partner


                             By: /s/ NEIL J. DEPASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



                             NEAL ELECTRIC LP

                             By: BW/BEC, Inc., its general partner


                             By: /s/ NEIL J. DEPASCAL, JR.
                                ------------------------------------------------
                                Neil J. DePascal, Jr., Chief Accounting Officer



<PAGE>   89
                                                                              83



                         POLLOCK SUMMIT ELECTRIC LP

                         By: Pollock Electric, Inc., its general partner


                         By: /s/ NEIL J. DEPASCAL, JR.
                            ----------------------------------------------------
                            Neil J. DePascal, Jr., Chief Accounting Officer



                         By: Summit Electric of Texas, Inc., its general partner

                         By: /s/ NEIL J. DEPASCAL, JR.
                            ----------------------------------------------------
                            Neil J. DePascal, Jr., Chief Accounting Officer



                         RAINES ELECTRIC LP

                         By: Raines Management LLC, its general partner

                         By: /s/ NEIL J. DEPASCAL, JR.
                            ----------------------------------------------------
                            Neil J. DePascal, Jr., Chief Accounting Officer


                         TESLA POWER AND AUTOMATION, LP
                         By: Tesla Power GP, Inc., its general partner

                         By: /s/ NEIL J. DEPASCAL, JR.
                            ----------------------------------------------------
                            Neil J. DePascal, Jr., Chief Accounting Officer


                         TESLA POWER PROPERTIES, LP
                         By: Tesla Power GP, Inc., its general partner

                         By: /s/ NEIL J. DEPASCAL, JR.
                            ----------------------------------------------------
                            Neil J. DePascal, Jr., Chief Accounting Officer



<PAGE>   90
                                                                              84



                         AXIS HOLDINGS LLC
                         BRITT RICE HOLDINGS LLC
                         BW/BEC, L.L.C.
                         CARROLL HOLDINGS LLC
                         HOUSTON-STAFFORD HOLDINGS LLC
                         ICS HOLDINGS LLC
                         IES CONTRACTORS HOLDINGS LLC
                         IES HOLDINGS LLC
                         J.W. GRAY HOLDINGS LLC
                         MILLS ELECTRICAL HOLDINGS LLC
                         POLLOCK SUMMIT HOLDINGS INC.
                         RAINES HOLDINGS LLC

                         By: /s/ ADRIANNE M. HORNE
                            ----------------------------------------------------
                            Adrianne M. Horne, President


                         TESLA POWER (NEVADA), INC.
                         DKD ELECTRIC COMPANY, INC.
                         NBH HOLDING CO., INC.

                         By: /s/ ADRIANNE M. HORNE
                            ----------------------------------------------------
                            Adrianne M. Horne, Chief Executive Officer



<PAGE>   91
                                                                              85



                                                                      Schedule A



                               LIST OF GUARANTORS



1st Group Telecommunications, Inc.
Ace Electric, Inc.
Aladdin-Ward Electric & Air, Inc.
Amber Electric, Inc.
Anderson & Wood Construction Co., Inc.
ARC Electric, Incorporated
Axis Communications LP
Axis Holdings LLC
Axis Management LLC
B. Rice Electric LP
Bachofner Electric, Inc.
Bardey & Devary Electric, Inc.
Bear Acquisition Corporation
Bexar Electric Company, Ltd.
  (GP is BW/BEC, Inc.)
Brink Electric Construction Co.
Britt Rice Electric, Inc.
Britt Rice Holdings LLC
Britt Rice Management LLC
Bryant Electric Company, Inc.
BW Consolidated, Inc.
BW/BEC, Inc.
BW/BEC, L.L.C.
Canova Electrical Contracting, Inc.
Carroll Holdings LLC
Carroll Management LLC
Carroll Systems LP
Carroll Systems, Inc.
Charles P. Bagby Co., Inc.
Collier Electric Company, Inc.
Commercial Electrical Contractors, Inc.
Cross State Electric, Inc.
Cypress Electrical Contractors, Inc.
Daniel Electrical Contractors, Inc.
Daniel Electrical of Treasure Coast, Inc.
Davis Electrical Constructors, Inc.
Delco Electric, Inc.
DKD Electric Company, Inc.
Electro-Tech, Inc.
EMC Acquisition Corporation
Ernest P. Breaux Electrical, Inc.
Federal Communications Group, Inc.
Florida Industrial Electric, Inc.
General Partner, Inc.
Goss Electric Company, Inc.



<PAGE>   92
                                                                               2



H. R. Allen, Inc.
Hatfield Reynolds Electric Company
Haymaker Electric, Ltd.
  (GP is General Partner, Inc.)
Holland Electrical Systems, Inc.
Houston-Stafford Electrical Contractors LP
  (GP is Houston Stafford Management LLC)
Houston-Stafford Electric, Inc.
Houston-Stafford Holdings LLC
Houston-Stafford Management LLC
Howard Brothers Electric Co., Inc.
I.C.G. Electric, Inc.
ICS Holdings LLC
ICS Integrated Communication Services LP
   (GP is Neal Electric Management LLC)
IES Communications Group, Inc.
IES Contractors Holdings LLC
IES Contractors LP
  (GP is IES Contractors Management LLC)
IES Contractors Management LLC
IES Electrical Group, Inc.
IES Holdings LLC
IES Management LP
  (GP is Integrated Electrical Finance, Inc.)
IES Residential Group, Inc.
IES Specialty Lighting, Inc.
IES Ventures, Inc.
Innovative Electric Company, Inc.
Integrated Electrical Finance, Inc.
Intelligent Building Solutions, Inc.
J. W. Gray Electric Company, Inc.
J. W. Gray Electrical Contractors LP
  (GP is JW Gray Management LLC)
J. W. Gray Holdings LLC
J. W. Gray Management LLC
Kayton Electric, Inc.
Key Electrical Supply, Inc.
Linemen, Inc.
Mark Henderson, Incorporated
Menninga Electric, Inc.
Midlands Electrical Contractors, Inc.
Mid-States Electric Company, Inc.
Mills Electric LP
  (GP is Mills Management LLC)
Mills Electrical Contractors, Inc.
Mills Electrical Holdings LLC
Mills Management LLC
Mitchell Electric Company, Inc.



                                      A-1-2
<PAGE>   93
                                                                               3



M-S Systems, Inc.
Murray Electrical Contractors, Inc.
Muth Electric, Inc.
NBH Holding Co., Inc
Neal Electric LP
Neal Electric Management LLC
New Technology Electrical Contractors, Inc.
Newcomb Electric Company, Inc.
Pan American Electric Company, Inc.
Pan American Electric, Inc.
Paulin Electric Company, Inc.
Pollock Electric Inc.
Pollock Summit Electric LP
  (GPs are Pollock Electric, Inc and Summit Electric of Texas, Inc.)
Pollock Summit Holdings, Inc.
PrimeNet, Inc.
Primo Electric Company
Putzel Electrical Contractors, Inc.
Raines Electric Co., Inc.
Raines Electric LP
  (GP is Raines Management LLC)
Raines Holding LLC
Raines Management LLC
RKT Electric, Inc.
Rockwell Electric, Inc.
Rodgers Electric Company, Inc.
Ron's Electric, Inc.
Spectrol, Inc.
Spoor Electric, Inc.
Summit Electric of Texas, Incorporated
T&H Electrical Corporation
Tech Electric Co., Inc.
Teknon Acquisition Corporation
Tesla Power G.P., Inc.
Tesla Power (Nevada), Inc.
Tesla Power and Automation, LP
Tesla Power Properties, LP
Thomas Popp & Company
Valentine Electrical, Inc.
Wolfe Electric Co., Inc.
Wright Electrical Contracting, Inc.



                                     A-1-3
<PAGE>   94



                                                                     EXHIBIT A-1


                                FORM OF SECURITY

        [PRIVATE PLACEMENT LEGEND FOR 144A SECURITIES AND IAI SECURITIES]

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

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR
ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.



                                      A-1-1
<PAGE>   95
                                                                               2



             [PRIVATE PLACEMENT LEGEND FOR REGULATION S SECURITIES]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
("REGULATION S"), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S,
(E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL
AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE
CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH
THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


                                      A-1-2
<PAGE>   96

                                                                               3


                      Integrated Electrical Services, Inc.

               9[ ]% Senior Subordinated Note, Series C, due 2009

No.                                 Original principal amount: $
   ---------                                                    ----------

                                                              CUSIP NO.
                                                                       ---------

         Integrated Electrical Services, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ___________ or
registered assigns, the principal sum of __________ Dollars [(as increased or
decreased in accordance with the terms of the Indenture)]1 on February 1, 2009
and to pay interest thereon from May 29, 2001 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
in arrears on February 1 and August 1 in each year, commencing August 1, 2001 at
the rate of 9[ ]% per annum, until the principal hereof is paid or duly provided
for, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of 9[ ]% per annum
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or duly provided for.
The interest so payable and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the January 15 and July 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that, at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register (subject to the right of certain holders to
request payment by wire transfer as provided in the Indenture).

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

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


----------
* For Global Securities only.



                                      A-1-3
<PAGE>   97
                                                                               4



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and attested.

Attest:                                     Integrated Electrical Services, Inc.


                                            By:
-------------------------------                ---------------------------------
Title:                                      Title:



                                      A-1-4
<PAGE>   98
                                                                               5



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities referred to in the within-mentioned
Indenture.

                                           STATE STREET BANK AND TRUST COMPANY,
                                                     as Trustee


Dated:                                     By:
                                              ----------------------------------
                                                        Authorized Signatory



                                      A-1-5
<PAGE>   99
                                                                               6



                           FORM OF REVERSE OF SECURITY

         This Security is one of a duly authorized issue of Securities of the
Company designated as 9[ ]% Senior Subordinated Notes, Series C, due 2009 and 9[
]% Senior Subordinated Notes, Series D, due 2009, issued and to be issued under
an Indenture, dated as of May 29, 2001 (herein called the "Indenture," which
term shall have the meaning assigned to it in such instrument), among the
Company, the Guarantors named therein and State Street Bank and Trust Company,
as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities include (i) $125,000,000 aggregate
principal amount of the Company's 9[ ]% Senior Subordinated Notes, Series C, due
2009 issued under the Indenture on May 29, 2001 (herein called "Initial
Securities"), (ii) if and when issued, additional 9[ ]% Senior Subordinated
Notes, Series C, due 2009 or 9[ ]% Senior Subordinated Notes, Series D, due 2009
of the Company that may be issued from time to time under the Indenture
subsequent to May 29, 2001 (herein called "Additional Securities") and (iii) if
and when issued, the Company's 9[ ]% Senior Subordinated Notes, Series D, due
2009 that may be issued from time to time under the Indenture in exchange for
Initial Securities or Additional Securities in an offer registered under the
Securities Act as provided in a Registration Rights Agreement (as referred to
below) or as Private Exchange Securities as contemplated by the Registration
Rights Agreement. The Initial Securities, Additional Securities and Exchange
Securities are treated as a single class of securities under the Indenture.

         The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 7aaa - 77bbbb) (the "TIA"), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of such terms. The Securities are
unsecured senior subordinated obligations of the Company. The principal amount
of Securities which may be issued under the Indenture is unlimited.

         This Security is redeemable at the option of the Company, in whole or
in part, at any time on or after February 1, 2004, at the Redemption Prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, thereon to the Redemption Date, if redeemed during the
12-month period beginning February 1 of the years indicated below:

<TABLE>
<CAPTION>
                                                                       Redemption
 Year                                                                    Price
------------------------------------------------------------------     ----------
<S>                                                                    <C>
2004 .............................................................        104.688%
2005 .............................................................        103.125%
2006 .............................................................        101.563%
2007 and thereafter ..............................................        100.000%
</TABLE>


         In addition, at any time, or from time to time, on or prior to February
1, 2002, the Company may, at its option, use the net cash proceeds of one or
more Qualified Equity Offerings to redeem up to an aggregate of 35% of the
principal amount of the Securities originally issued, at a redemption price
equal to 109.375% of the principal amount thereof plus accrued and unpaid
interest, if any, thereon to the Redemption Date; provided that at least 65% of
the originally issued principal amount of Securities remains outstanding
immediately after the occurrence of such redemption. In order to effect the



                                      A-1-6
<PAGE>   100
                                                                               7



foregoing redemption with the proceeds of any Qualified Equity Offering, the
Company must consummate such redemption not later than 60 days after the closing
of any such Qualified Equity Offering.

         The Securities are not subject to any sinking fund.

         The Indenture provides that the Company is obligated (a) upon the
occurrence of a Change in Control to make an offer to purchase all outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of purchase and
(b) to make an offer to purchase Securities with a portion of the net cash
proceeds of certain sales or other dispositions of assets (not applied as
specified in the Indenture within the periods set forth therein) at a purchase
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase.

         In the event of redemption or purchase of this Security in part only
pursuant to a Change of Control Offer or an Asset Sale Offer, a new Security or
Securities for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.

         If an Event of Default shall occur and be continuing, there may be
declared due and payable the principal of, premium, if any, and accrued and
unpaid interest, if any, on all of the outstanding Securities, in the manner and
with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to certain
suits described in the Indenture, including any suit



                                      A-1-7
<PAGE>   101
                                                                               8



instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein (or, in the case of redemption, on or after the
Redemption Date or, in the case of any purchase of this Security required to be
made pursuant to a Change of Control Offer or an Asset Sale Offer, on or after
the relevant Purchase Date).

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         This Security is issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         Pursuant to the Registration Rights Agreement relating to this Security
by and among the Company and the other parties thereto, the Company will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Security shall have the right to exchange this Security for 9[ ]% Senior
Subordinated Notes, Series D, due 2009 of the Company, which have been
registered under the Securities Act, in like principal amount and having
identical terms as this Security (other than as set forth in this paragraph).
The Holder of this Security shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

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

         The obligations of the Company under the Indenture and this Security
are expressly subordinated to all Senior Indebtedness and senior in right of
payment to all Subordinated Indebtedness, in each case to



                                      A-1-8
<PAGE>   102
                                                                               9



the extent set forth in Article XIV of the Indenture, and reference is hereby
made to such Indenture for the precise terms of such subordination.

         As provided in the Indenture and subject to certain limitations therein
set forth, the obligations of the Company under the Indenture and this Security
are Guaranteed pursuant to Guarantees as provided in the Indenture. Each Holder,
by holding this Security, agrees to all of the terms and provisions of said
Guarantees. The Indenture provides that each Guarantor shall be released from
its Guaranty upon compliance with certain conditions.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.



                                      A-1-9
<PAGE>   103
                                                                              10



                                 ASSIGNMENT FORM

If you, the Holder, want to assign this Security, fill in the form below and
have your signature guaranteed:

I (or we) assign and transfer this Security to


--------------------------------------------------------------------------------
(Insert assignee's social security or tax ID number)


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


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


--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code) and irrevocably appoint


--------------------------------------------------------------------------------
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for such agent.


         In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:

CHECK ONE BOX BELOW:

<TABLE>
<S>               <C>
  [ ]    1        acquired for the undersigned's own account, without transfer;
                  or

  [ ]    2        transferred to the Company; or

  [ ]    3        transferred pursuant to and in compliance with Rule 144A under
                  the Securities Act of 1933, as amended (the "Securities Act");
                  or

  [ ]    4        transferred pursuant to an effective registration statement
                  under the Securities Act; or

  [ ]    5        transferred pursuant to and in compliance with Regulation S
                  under the Securities Act; or

  [ ]    6        transferred to an institutional "accredited investor" (as
                  defined in Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act) that has furnished to the Trustee a signed
                  letter containing certain representations and agreements (the
                  form of which letter appears as Exhibit E of the Indenture);
                  or
</TABLE>



                                     A-1-10
<PAGE>   104
                                                                              11



<TABLE>
<S>               <C>
  [ ]    7        transferred pursuant to another available exemption from the
                  registration requirements of the Securities Act of 1933.
</TABLE>


Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.


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


Date:             Your Signature:
     ------------                 ----------------------------------------------
                                  (Sign exactly as your name appears on the
                                   other side of this Security)


                                   By:
                                      ------------------------------------------
                                      NOTICE: To be executed by an executive
                                      officer


Signature Guarantee:
                     -----------------------------------------------------------




TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Security 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:
     ------------                 ----------------------------------------------



                                     A-1-11
<PAGE>   105
                                                                              12



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased in its entirety by
the Company pursuant to Section 10.13 or 10.14 of the Indenture, check the
applicable box:

         Section 10.13 __

         Section 10.14 __

         If you want to elect to have only a part of the principal amount of
this Security purchased by the Company pursuant to Section 10.13 or 10.14 of the
Indenture, state the portion of such amount: $___________


Date:             Your Signature:
     ------------                 ----------------------------------------------
                                  (Sign exactly as name appears on the other
                                  side of this Security)


Signature Guarantee:
                     -----------------------------------------------------------
                     (Signature must be guaranteed by a financial institution
                     that is a member of the Securities Transfer Agent Medallion
                     Program ("STAMP"), the Stock Exchange Medallion Program
                     ("SEMP"), the New York Stock Exchange, Inc. Medallion
                     Signature Program ("MSP") or such other signature guarantee
                     program as may be determined by the Security Registrar in
                     addition to, or in substitution for, STAMP, SEMP or MSP,
                     all in accordance with the Securities Exchange Act of 1934,
                     as amended.)



                                     A-1-12
<PAGE>   106
                                                                               1



                                                                     EXHIBIT A-2


                      INTEGRATED ELECTRICAL SERVICES, INC.

                 9[ ]% SENIOR SUBORDINATED NOTE DUE 2009, SERIES D

No.                                Original principal amount: $
   -----------                                                 ----------

                                                             CUSIP NO.
                                                                      ----------

         Integrated Electrical Services, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ________________ or
registered assigns, the principal sum of ________________ Dollars [(as increased
or decreased in accordance with the terms of the Indenture)]* on February 1,
2009 and to pay interest thereon from May 29, 2001 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on February 1 and August 1 in each year, commencing
August 1, 2001 at the rate of 9[ ]% per annum, until the principal hereof is
paid or duly provided for, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
9[ ]% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
duly provided for. The interest so payable and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the January 15 and August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that, at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register (subject to the right of certain holders to
request payment by wire transfer as provided in the Indenture).

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



----------
* For Global Securities only.



                                      A-2-1
<PAGE>   107
                                                                               2



         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



                                     A-2-2
<PAGE>   108
                                                                               3



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and attested.


Attest:                                     Integrated Electrical Services, Inc.


                                            By:
------------------------------                 ---------------------------------
Title:                                      Title:



                                      A-2-3
<PAGE>   109
                                                                               4



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities referred to in the within-mentioned
Indenture.

                                          STATE STREET BANK AND TRUST COMPANY,
                                                     as Trustee


Dated:                                    By:
                                             -----------------------------------
                                                      Authorized Signatory



                                      A-2-4
<PAGE>   110
                                                                               5



                           FORM OF REVERSE OF SECURITY

         This Security is one of a duly authorized issue of Securities of the
Company designated as 9[ ]% Senior Subordinated Notes, Series C, due 2009 and
9[ ]% Senior Subordinated Notes, Series D, due 2009, issued and to be issued
under an Indenture, dated as of May 29, 2001 (herein called the "Indenture,"
which term shall have the meaning assigned to it in such instrument), among the
Company, the Guarantors named therein and State Street Bank and Trust Company,
as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities include (i) $125,000,000 aggregate
principal amount of the Company's 9[ ]% Senior Subordinated Notes, Series C, due
2009 issued under the Indenture on May 29, 2001 (herein called "Initial
Securities"), (ii) if and when issued, additional 9[ ]% Senior Subordinated
Notes, Series C, due 2009 or 9[ ]% Senior Subordinated Notes, Series D, due 2009
of the Company that may be issued from time to time under the Indenture
subsequent to May 29, 2001 (herein called "Additional Securities") and (iii) if
and when issued, the Company's 9[ ]% Senior Subordinated Notes, Series D, due
2009 that may be issued from time to time under the Indenture in exchange for
Initial Securities or Additional Securities in an offer registered under the
Securities Act as provided in a Registration Rights Agreement (as referred to
below) or as Private Exchange Securities as contemplated by the Registration
Rights Agreement. The Initial Securities, Additional Securities and Exchange
Securities are treated as a single class of securities under the Indenture.

         The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 7aaa - 77bbbb) (the "TIA"), as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of such terms. The Securities are
unsecured senior subordinated obligations of the Company. The principal amount
of Securities which may be issued under the Indenture is unlimited.

         This Security is redeemable at the option of the Company, in whole or
in part, at any time on or after February 1, 2004, at the Redemption Prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, thereon to the Redemption Date, if redeemed during the
12-month period beginning February 1 of the years indicated below:

<TABLE>
<CAPTION>
                                                                   Redemption
Year                                                                  Price
--------------------------------------------------------------     ----------
<S>                                                                <C>
2004 .........................................................        104.688%
2005 .........................................................        103.125%
2006 .........................................................        101.563%
2007 and thereafter ..........................................        100.000%
</TABLE>

         In addition, at any time, or from time to time, on or prior to February
1, 2002, the Company may, at its option, use the net cash proceeds of one or
more Qualified Equity Offerings to redeem up to an aggregate of 35% of the
principal amount of the Securities originally issued, at a redemption price
equal to 109.375% of the principal amount thereof plus accrued and unpaid
interest, if any, thereon to the Redemption Date; provided that at least 65% of
the originally issued principal amount of Securities remains outstanding
immediately after the occurrence of such redemption. In order to effect the



                                      A-2-5
<PAGE>   111
                                                                               6



foregoing redemption with the proceeds of any Qualified Equity Offering, the
Company shall consummate such redemption not later than 60 days after the
closing of any such Qualified Equity Offering.

         The Securities are not subject to any sinking fund.

         The Indenture provides that the Company is obligated (a) upon the
occurrence of a Change in Control to make an offer to purchase all outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, thereon to the date of purchase and
(b) to make an offer to purchase Securities with a portion of the net cash
proceeds of certain sales or other dispositions of assets (not applied as
specified in the Indenture within the periods set forth therein) at a purchase
price equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase.

         In the event of redemption or purchase of this Security in part only
pursuant to a Change of Control Offer or an Asset Sale Offer, a new Security or
Securities for the unredeemed or unpurchased portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.

         If an Event of Default shall occur and be continuing, there may be
declared due and payable the principal of, premium, if any, and accrued and
unpaid interest, if any, on all of the outstanding Securities, in the manner and
with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to certain
suits described in the Indenture, including any suit



                                      A-2-6
<PAGE>   112
                                                                               7



instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein (or, in the case of redemption, on or after the
Redemption Date or, in the case of any purchase of this Security required to be
made pursuant to a Change of Control Offer or an Asset Sale Offer, on or after
the relevant Purchase Date).

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         The obligations of the Company under the Indenture and this Security
are expressly subordinated to all Senior Indebtedness, in each case to the
extent set forth in Article XIV of the Indenture, and reference is hereby made
to such Indenture for the precise terms of such subordination.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         This Security is issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

         As provided in the Indenture and subject to certain limitations therein
set forth, the obligations of the Company under the Indenture and this Security
are Guaranteed pursuant to Guarantees as provided in the Indenture. Each Holder,
by holding this Security, agrees to all of the terms and provisions of said
Guarantees. The Indenture provides that each Guarantor shall be released from
its Guaranty upon compliance with certain conditions.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.



                                      A-2-7
<PAGE>   113
                                                                               8



         The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.



                                      A-2-8



<PAGE>   114
                                                                               9



                                 ASSIGNMENT FORM

If you, the Holder, want to assign this Security, fill in the form below and
have your signature guaranteed:

I (or we) assign and transfer this Security to


--------------------------------------------------------------------------------
(Insert assignee's social security or tax ID number)



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


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


--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code) and irrevocably appoint


--------------------------------------------------------------------------------
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for such agent.



Date:             Your Signature:
     ------------                 ----------------------------------------------
                                  (Sign exactly as your name appears on the
                                   other side of this Security)

                                   By:
                                      ------------------------------------------
                                      NOTICE: To be executed by an executive
                                               officer

Signature Guarantee:
                     ------------------------------------------------



                                      A-2-9
<PAGE>   115
                                                                              10



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased in its entirety by
the Company pursuant to Section 10.13 or 10.14 of the Indenture, check the
applicable box:

         Section 10.13 __

         Section 10.14 __

         If you want to elect to have only a part of the principal amount of
this Security purchased by the Company pursuant to Section 10.13 or 10.14 of the
Indenture, state the portion of such amount: $_______________


Date:             Your Signature:
     ------------                 ----------------------------------------------
                                  (Sign exactly as name appears on the other
                                   side of this Security)


Signature Guarantee:
                    ------------------------------------------------------------
                    (Signature must be guaranteed by a financial institution
                    that is a member of the Securities Transfer Agent Medallion
                    Program ("STAMP"), the Stock Exchange Medallion Program
                    ("SEMP"), the New York Stock Exchange, Inc. Medallion
                    Signature Program ("MSP") or such other signature guarantee
                    program as may be determined by the Security Registrar in
                    addition to, or in substitution for, STAMP, SEMP or MSP, all
                    in accordance with the Securities Exchange Act of 1934, as
                    amended.)



                                     A-2-10
<PAGE>   116
                                                                               1



                                                                       EXHIBIT B


                    FORM OF LEGEND FOR BOOK-ENTRY SECURITIES

         Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Security) in substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("D.T.C."), 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 D.T.C. (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF D.T.C.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



                                       B-1
<PAGE>   117
                                                                               1


                                                                       EXHIBIT C


                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S


State Street Bank and Trust Company
Goodwin Square, 23rd Floor
225 Asylum Street
Hartford, CT 06103
Attn:  Corporate Trust Administration

         Re:  Integrated Electrical Services, Inc. (the "Company") 9[ ]% Senior
              Subordinated Notes, Series C, due 2009 (the "Securities")

Ladies and Gentlemen:

         In connection with our proposed sale of ___________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

                  (1) the offer of the Securities was not made to a Person in
         the United States;

                  (2) either (a) at the time the buy offer was originated, the
         transferee was outside the United States or we and any Person acting on
         our behalf reasonably believed that the transferee was outside the
         United States, or (b) the transaction was executed in, on or through
         the facilities of a designated offshore securities market described in
         Rule 902(a) of Regulation S and neither we nor any Person acting on our
         behalf knows that the transaction has been pre-arranged with a buyer in
         the United States;

                  (3) no directed selling efforts have been made in the United
         States in contravention of the requirements of Rule 903(b) or Rule
         904(b) of Regulation S, as applicable;

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the Securities Act;

                  (5) we have advised the transferee of the transfer
         restrictions applicable to the Securities;

                  (6) if the circumstances set forth in Rule 904(c) under the
         Securities Act are applicable, we have complied with the additional
         conditions therein, including (if applicable) sending a confirmation or
         other notice stating that the Securities may be offered and sold during
         the distribution compliance period specified in Rule 903(c)(2) or (3),
         as applicable, only in accordance with the provisions of Regulation S;
         pursuant to registration of the Securities under the Securities Act; or
         pursuant to another available exemption from the registration
         requirements under the Securities Act; and



                                       C-1
<PAGE>   118
                                                                               2



                  (7) if the sale is made during a distribution compliance
         period and the provisions of Rule 903(c)(3) are applicable thereto, we
         confirm that such sale has been made in accordance with such
         provisions.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                            Very truly yours,


                                            [Name of Transferor]



                                            By:
                                               ---------------------------------
                                                      Authorized Signature




                                       C-2
<PAGE>   119
                                                                               1



                                                                       EXHIBIT D


        FORM OF SUPPLEMENTAL INDENTURE RELATING TO ADDITIONAL GUARANTORS

                             SUPPLEMENTAL INDENTURE

         This SUPPLEMENTAL INDENTURE, dated as of __________ ___, ____, is among
Integrated Electrical Services, Inc., a Delaware corporation (the "Company"),
each of the parties identified under the caption "Guarantors" on the signature
page hereto (the "Guarantors") and State Street Bank and Trust Company, as
Trustee.

                                    RECITALS

         WHEREAS, the Company, the subsidiaries of the Company named therein and
the Trustee entered into an Indenture, dated as of May 29, 2001 (as amended or
supplemented, the "Indenture"), pursuant to which the Company has issued its 9[
]% Senior Subordinated Notes, Series C, due 2009 and its 9[ ]% Senior
Subordinated Notes, Series D, due 2009 (the "Securities"); and

         WHEREAS, Section 9.1(i) of the Indenture provides that the Company and
the Trustee may amend or supplement the Indenture in order to execute and
deliver a guarantee (a "Guarantee") to comply with Section 10.17 thereof without
the consent of the Holders of the Securities; and

         WHEREAS, all acts and things prescribed by the Indenture, by law and by
the certificate of incorporation and the bylaws (or comparable constituent
documents) of the Company, of the Guarantors and of the Trustee necessary to
make this Supplemental Indenture a valid instrument legally binding on the
Company, the Guarantors and the Trustee, in accordance with its terms, have been
duly done and performed;

         NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the respective
Holders of the Securities as follows:

                                    ARTICLE 1

         Section 1.01. This Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.

         Section 1.02. This Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantors and the Trustee.

                                    ARTICLE 2

         From this date, in accordance with Section 10.17 and by executing this
Supplemental Indenture, the Guarantors whose signatures appear below are
Guarantors for all purposes under the Indenture and are subject to the
provisions of the Indenture to the extent provided for in Article XIII
thereunder.



                                       D-1
<PAGE>   120
                                                                               2



                                    ARTICLE 3

         Section 3.01. Except as specifically modified herein, the Indenture and
the Securities are in all respects ratified and confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.

         Section 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture. This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.

         Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.

         Section 3.04. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.

                          [NEXT PAGE IS SIGNATURE PAGE]



                                       D-2
<PAGE>   121
                                                                               3



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

                                   INTEGRATED ELECTRICAL SERVICES, INC.



                                   By
                                     ------------------------------------
                                   Name:
                                   Title:



                                   GUARANTORS


                                   [         ]



                                   By
                                     ------------------------------------
                                   Name:
                                   Title:



                                   STATE STREET BANK AND TRUST
                                   COMPANY, as Trustee



                                   By
                                     ------------------------------------
                                   Name:
                                   Title:




                                       D-3
<PAGE>   122
                                                                               1



                                                                       EXHIBIT E

                                                  ANNEX A TO OFFERING MEMORANDUM


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


                                              [Date]
Integrated Electrical Services, Inc.
1800 West Loop South, Suite 500
Houston, Texas 77027-3290
Attention: General Counsel

Dear Sirs:

                  This certificate is delivered to request a transfer of
$_________ principal amount of the 9[ ]% Senior Subordinated Notes, Series C,
due 2009 (the "Securities") of Integrated Electrical Services, Inc. (the
"Company").

                  Upon transfer, the Securities would be registered in the name
of the new beneficial owner as follows:

                  Name: ___________________________________

                  Address: ________________________________

                  Taxpayer ID Number: _____________________

                  The undersigned represents and warrants to you that:

                  1. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")) purchasing for our own account or for the account of
such an institutional "accredited investor" at least $250,000 principal amount
of the Securities, and we are acquiring the Securities not with a view to, or
for offer or sale in connection with, any distribution in violation of the
Securities Act. We have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risk of our investment in
the Securities and we invest in or purchase securities similar to the Securities
in the normal course of our business. We and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.

                  2. We understand that the Securities have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date which is two years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of



                                       E-1
<PAGE>   123
                                                                               2



such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date") only (a) to the Company, (b) pursuant to a registration
statement which has been declared effective under the Securities Act, (c) in a
transaction complying with the requirements of Rule 144A under the Securities
Act ("Rule 144A"), to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional "accredited investor" (within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Securities
of $250,000 or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities
is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) that is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act.
We acknowledge that the Company and the Trustee reserve the right prior to any
offer, sale or other transfer prior to the Resale Termination Date of the
Securities pursuant to clauses (d), (e) or (f) above to require the delivery of
an opinion of counsel, certifications and/or other information satisfactory to
the Company and the Trustee.

                                            TRANSFEREE:
                                                       -------------------------
                                            BY:
                                               ---------------------------------



                                       E-2