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                                                                     EXHIBIT 4.8

                         FIRST SUPPLEMENTAL INDENTURE



                                    Between



                        CB RICHARD ELLIS SERVICES, INC.


                                      and


                          STATE STREET BANK AND TRUST
                 COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION,
                                  as Trustee



                           Dated as of May 26, 1998



                           Supplemental to Indenture
                           Dated as of May 26, 1998
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                         FIRST SUPPLEMENTAL INDENTURE


     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 26, 1998, between CB
RICHARD ELLIS SERVICES, INC., a Delaware corporation (the "Corporation") and
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, a National Association (the
"Trustee"),

                                  WITNESSETH:

     WHEREAS, the Corporation and the Trustee have entered into that certain
Indenture dated as of May 26, 1998 (the "Original Indenture," and such Original
Indenture provides that the Corporation and the Trustee may, at any time and
from time to time, under circumstances set forth in Article Ten thereof, enter
into one or more supplemental indentures without the consent of the Holders of
the outstanding Securities (as such terms are defined in the Original Indenture)
for the purpose of supplementing the provisions of the Original Indenture;

     WHEREAS, the Corporation has duly authorized the execution and delivery of
this First Supplemental Indenture, and all things necessary have been done to
make this First Supplemental Indenture a valid agreement of the Corporation, in
accordance with its terms;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

     That in order to declare additional terms and conditions applicable to
Securities which may hereafter be issued, authenticated and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Securities by the Holders thereof, the Corporation covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time of the Securities or of any Series thereof, as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

     SECTION 1.01.  CERTAIN TERMS DEFINED.  The terms defined in this Section
1.01 shall, for all purposes of the Original Indenture and this First
Supplemental Indenture, have the meanings herein specified, unless the context
clearly otherwise requires:

ACQUIRED INDEBTEDNESS

     The term "Acquired Indebtedness" means Indebtedness of a Person (i) assumed
in connection with an Asset Acquisition from such Person or (ii) existing at the
time such Person becomes a Restricted Subsidiary of any other Person (other than
any Indebtedness incurred in connection with, or in contemplation of, such Asset
Acquisition or such Person becoming such a Restricted Subsidiary).  Acquired
Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary, as the case may be.

AFFILIATE

     The term "Affiliate" means with respect to any specified Person; (i) any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person; (ii) any other Person
that owns, directly or indirectly, 10% or more of such specified Person's
Capital Stock

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or any officer, director or employee of any such specified Person or other
Person or, with respect to any natural Person, any person having a relationship
with such Person by blood, marriage or adoption no more remote than first
cousin; or (iii) any Person 10% or more of the Voting Stock of which is
beneficially owned or held directly or indirectly by such specified Person. For
the Purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

ASSET ACQUISITION

     The term "Asset Acquisition" means (i) an Investment by the Corporation or
any Restricted Subsidiary in any other Person pursuant to which such Person will
become a Restricted Subsidiary or will be merged or consolidated with or into
the Corporation or any Restricted Subsidiary or (ii) the acquisition by the
Corporation or any Restricted Subsidiary of the assets of any Person which
constitute substantially all of the assets of such Person, or any division or
line of business of such Person, or which is otherwise outside of the ordinary
course of business.

ASSET SALE

     The term "Asset Sale" means any sale, issuance, conveyance, transfer, lease
or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of: (i) any
Capital Stock of any Subsidiary; (ii) all or substantially all of the properties
and assets of any division or line of business of the Corporation or its
Subsidiaries; or (iii) any other properties or assets of the Corporation or any
Subsidiary other than in the ordinary course of business.  For the purposes of
this definition, the term "Asset Sale" shall not include any transfer of
properties and assets (a) that is governed by the provisions relating to
consolidation, merger, sale of assets, etc. contained in Section 2.12; provided,
however, that any transaction consummated in compliance with the provisions of
Section 2.12 involving a transfer of less than all of the properties or assets
of the Corporation shall be deemed to be an Asset Sale with respect to the
properties or assets of the Corporation that are not transferred in such
transaction, (b) that is by the Corporation to any Restricted Subsidiary, or by
any Subsidiary to the Corporation or any Restricted Subsidiary in accordance
with the terms of this First Supplemental Indenture, (c) that is of obsolete
equipment in the ordinary course of business or (d) the Fair Market Value of any
such Asset Sale not otherwise described in clause (a) through (c) above which in
the aggregate does not exceed $10.0 million.

ASSET SALE OFFER

     The term "Asset Sale Offer" shall have the meaning ascribed to such term in
Section 2.07 of this First Supplement Indenture.

AVERAGE LIFE TO STATED MATURITY

     The term "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 from such date to the
date or dates of each successive scheduled principal payment (including, without
limitation, any sinking fund requirements) of such Indebtedness multiplied by
(b) the amount of each such principal payment by (ii) the sum of all such
principal payments.

BANK CREDIT FACILITY

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     The term "Bank Credit Facility" means any senior bank credit facility
including the Revolving Credit Facility and any other facility provided by an
institution in the business of providing commercial credit, which facilities
collectively have an aggregate principal amount at any one time outstanding not
to exceed $500.0  million, less any permanent reductions made pursuant to the
provision described in the second paragraph of Section 2.07 of this First
Supplemental Indenture.

CAPITAL STOCK

     The term "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, and any rights (other than debt
securities convertible into capital stock), warrants or options exchangeable for
or convertible into such capital stock, whether or not outstanding or issued
after the date of this First Supplemental Indenture.

CAPITALIZED LEASE OBLIGATION

     The term "Capitalized Lease Obligation" means any obligation 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 First
Supplemental Indenture, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

CASH EQUIVALENTS

     The term "Cash Equivalents" means, at any time, (i) any evidence of
Indebtedness with a maturity of not more than one year issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof); (ii) certificates of deposit
or acceptance with a maturity of not more than one year of any financial
institution that is a member of the Federal Reserve System having combined
capital and surplus and undivided profits of not less than $500,000,000; (iii)
commercial paper with a maturity of not more than one year issued by a
corporation that is not an Affiliate of the Corporation organized under the laws
of any state of the United States or the District of Columbia and rated at least
A-1 by Standard & Poor's Corporation or at least P-1 by Moody's Investors
Service, Inc.; and (iv) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (i) and
(ii) above entered into with any financial institution meeting the
qualifications specified in clause (ii) above.

CHANGE OF CONTROL

     The term "Change of Control" means the occurrence of any of the following
events (whether or not approved by the Board of Directors of the Corporation ):
(i) 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 50% or more of the total voting power of
the then outstanding Voting Stock of the Corporation; (ii) during any period of
two consecutive years, individuals who at the beginning of such period
constituted the board of directors of the Corporation (together with any new
directors whose election to such board or whose nomination for election by the
stockholders of the Corporation was approved by a vote of 50% 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 such board of directors then in
office; (iii) the Corporation consolidates with or merges with or into any
Person or sells, assigns, conveys, transfers, leases or otherwise

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disposes of all or substantially all of its assets to any Person, or any
corporation consolidates with or merges into or with the Corporation, in any
such event pursuant to a transaction in which the outstanding Voting Stock of
the Corporation is changed into or exchanged for cash, securities or other
property, other than any such transaction where the outstanding Voting Stock of
the Corporation is not changed or exchanged at all (except to the extent
necessary solely to reflect a change in the jurisdiction of incorporation of the
Corporation) or where (A) the outstanding Voting Stock of the Corporation is
changed into or exchanged for (x) Voting Stock of the surviving corporation
which is not Redeemable Capital Stock or (y) cash, securities and other property
(other than Capital Stock of the surviving corporation) in an amount which could
be paid by the Corporation as a Restricted Payment as provided in Section 2.03
(and such amount shall be treated as a Restricted Payment subject to the
provisions in this First Supplemental Indenture contained in Section 2.03), (B)
no "person" or "group" owns immediately after such transaction, directly or
indirectly, 50% or more of the total outstanding Voting Stock of the surviving
corporation and (C) the holders of the Voting Stock of the Corporation
immediately prior to such transaction own, directly or indirectly, not less than
a majority of the total voting power of the then outstanding Voting Stock of the
surviving or transferee corporation immediately after such transaction; or (iv)
any order, judgment or decree shall be entered against the Corporation decreeing
the dissolution or split up of the Corporation and such order shall remain
undischarged or unstayed for a period in excess of sixty days.

CHANGE OF CONTROL OFFER

     The term "Change of Control Offer" shall have the meaning ascribed to such
term in Section 3.03 of this First Supplemental Indenture.

CONSOLIDATED CASH FLOW AVAILABLE FOR FIXED CHARGES

     The term "Consolidated Cash Flow Available for Fixed Charges" means, for
any period, (i) the sum of, without duplication, the amounts for such period,
taken as a single accounting period, of (a) Consolidated Net Income, (b) to the
extent reducing Consolidated Net Income, Consolidated Non-cash Charges, (c) to
the extent reducing Consolidated Net Income, Consolidated Interest Expense, and
(d) to the extent reducing Consolidated Net Income, Consolidated Income Tax
Expense less (ii) other non-cash items increasing Consolidated Net Income for
such period.

CONSOLIDATED FIXED CHARGE COVERAGE RATIO

     The term "Consolidated Fixed Charge Coverage Ratio" means the ratio of the
aggregate amount of Consolidated Cash Flow Available for Fixed Charges of the
Corporation for the four full fiscal quarters immediately preceding the date of
the transaction (the "Transaction Date") giving rise to the need to calculate
the Consolidated Fixed Charge Coverage Ratio for which consolidated financial
information of the Corporation is available (such four full fiscal quarter
period being referred to herein as the "Four Quarter Period") to the aggregate
amount of Consolidated Fixed Charges of the Corporation for such Four Quarter
Period.  For purposes of this definition, "Consolidated Cash Flow Available for
Fixed Charges" and "Consolidated Fixed Charges" will be calculated, without
duplication, after giving effect on a pro forma basis for the period of such
calculation to (i) the incurrence of any Indebtedness of the Corporation or any
of the Restricted Subsidiaries during the period commencing on the first day of
the Four Quarter Period to and including the Transaction Date (the "Reference
Period"), including, without limitation, the incurrence of the Indebtedness
giving rise to the need to make such calculation, as if such incurrence occurred
on the first day of the Reference Period, except that with respect to the
calculation of Consolidated Interest Expense in the determination of
Consolidated Fixed Charges, the Consolidated Interest Expense of such Person
attributable to interest on any Indebtedness under a revolving credit facility
computed on a pro forma basis shall be computed based upon the average daily
balance of such Indebtedness based upon the number of days that such Facility
was in existence during the Reference Period, (ii) an adjustment to eliminate or
include, as applicable, the

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Consolidated Cash Flow Available for Fixed Charges and Consolidated Fixed
Charges of the Corporation directly attributable to assets which are the subject
of any Asset Sale or Asset Acquisition (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of the
Corporation or one of the Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring
Acquired Indebtedness) occurring during the Reference Period and (iii) the
retirement of Indebtedness during the Reference Period which cannot thereafter
be reborrowed occurring as if retired on the first day of the Reference Period.
In calculating "Consolidated Fixed Charges" for purposes of determining the
denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage
Ratio," (1) interest on Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter will be
deemed to accrue at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; (2) 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 shall be deemed to have been in effect during the
Reference Period; and (3) notwithstanding clause (1) above, interest on
Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by Interest Rate Agreements, will be deemed to accrue at the rate per
annum resulting after giving effect to the operation of such agreements. If the
Corporation or any Restricted Subsidiary directly or indirectly guarantees
Indebtedness of a third Person, the above definition will give effect to the
incurrence of such guaranteed Indebtedness as if the Corporation or any
Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed
Indebtedness.

CONSOLIDATED FIXED CHARGES

     The term "Consolidated Fixed Charges" means, for any period, the sum of,
without duplication, the amounts for such period of (i) Consolidated Interest
Expense; and (ii) the aggregate amount of cash dividends and other distributions
paid or accrued during such period in respect of Redeemable Capital Stock and
Preferred Stock of the Corporation.

CONSOLIDATED INCOME TAX EXPENSE

     The term "Consolidated Income Tax Expense" means, for any period, the
provision for federal, state, local and foreign income taxes payable by the
Corporation and the Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP.

CONSOLIDATED INTEREST EXPENSE

     The term "Consolidated Interest Expense" means, for any period, without
duplication, the sum of (a) the interest expense of the Corporation and the
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP, including, without limitation, (i) any amortization of
debt discount attributable to such period, (ii) the net cost under or otherwise
associated with Interest Rate Agreements or Currency Agreements including any
amortization of discounts, (ii) the interest portion of any deferred payment
obligation, (iv) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and (v) all
capitalized interest and all accrued interest, and (b) all but the principal
component of Capitalized Lease Obligations, paid, accrued and/or scheduled to be
paid or accrued by the Corporation and the Restricted Subsidiaries during such
period and as determined on a consolidated basis in accordance with GAAP.

CONSOLIDATED NET INCOME

     The term "Consolidated Net Income" means, for any period, the consolidated
net income (or loss) of the Corporation and the Restricted Subsidiaries for such
period on a consolidated basis as determined in

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accordance with GAAP, adjusted, to the extent included in calculating such net
income (or loss), by excluding, without duplication, (i) all extraordinary gains
or losses (net of all fees and expenses relating thereto), (ii) the portion of
net income (or loss) of the Corporation and its Restricted Subsidiaries on a
consolidated basis allocable to minority interests in unconsolidated Persons,
except to the extent that cash dividends or distributions are actually received
by the Corporation or a Restricted Subsidiary, (iii) income of the Corporation
and the Restricted Subsidiaries derived from or in respect of Investments in
Unrestricted Subsidiaries, except to the extent that cash dividends or
distributions are actually received by the Corporation or a Restricted
Subsidiary, (iv) net income (or loss) of any Person combined with the
Corporation or any of the Restricted Subsidiaries on a "pooling of interests"
basis attributable to any period prior to the date of combination, (v) any gain
or loss, net of taxes, realized upon the termination of any employee pension
benefit plan, (vi) net gains (or losses), net of taxes, less all fees and
expenses relating thereto, in respect of any Asset Sales by the Corporation or a
Restricted Subsidiary, (vii) the net income of any Restricted Subsidiary 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 regulation
applicable to that Restricted Subsidiary or its stockholders, (viii) any
restoration to income of any contingency reserve except to the extent provision
for such reserve was made out of income, accrued at any time following the Issue
Date, (ix) any gain, arising from the acquisition of any securities, or the
extinguishment, under GAAP, of any Indebtedness of the Corporation and (x) the
net non-cash compensation expense incurred in connection with the issuance or
exercise of any employee stock options the issuance of which was approved by the
Board of Directors.

CONSOLIDATED NON-CASH CHARGES

     The term "Consolidated Non-cash Charges" means, for any period, the
aggregate depreciation, amortization and other non-cash expenses of the
Corporation and the Restricted Subsidiaries reducing Consolidated Net Income for
such period (other than any non-cash item requiring an accrual or reserve for
cash disbursements in any future period), determined on a consolidated basis in
accordance with GAAP.

CONSOLIDATED TANGIBLE ASSETS

     The term "Consolidated Tangible Assets" means, at any date, the total
assets, less goodwill and other intangibles, of the Corporation and the
Restricted Subsidiaries determined on a consolidated basis in accordance with
GAAP as of the most recent date for which a consolidated balance sheet of the
Corporation is available.

CURRENCY AGREEMENT

     The term "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect the
Corporation or its Restricted Subsidiaries against fluctuations in currency
values.

DEFAULT

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

DESIGNATED SENIOR INDEBTEDNESS

     The term "Designated Senior Indebtedness" means (a) all Senior Indebtedness
outstanding from time to time under the Revolving Credit Facility and (b) any
other Senior Indebtedness which, at the time of determination, is specifically
designated in the instrument governing such Senior Indebtedness as

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"Designated Senior Indebtedness" by the Corporation and which, at the time of
determination, has an outstanding principal amount at least equal to $10.0
million.

DESIGNATION

     The term "Designation" shall have the meaning ascribed to such term in
Section 2.10 of this First Supplemental Indenture.

DESIGNATION AMOUNT

     The term "Designation Amount" shall have the meaning ascribed to such term
in Section 2.10 of this First Supplemental Indenture.

ELIGIBLE SECURITIES

     The term "Eligible Securities" means Capital Stock of any Person (or an
Affiliate of such Person) acquiring stock or assets from the Corporation or any
of its Restricted Subsidiaries which Capital Stock is listed on the New York
Stock Exchange, the American Stock Exchange or quoted on the National
Association of Securities Dealers, Inc.'s Automated Quotation System (National
Market) or any successor exchange or quotation system thereof.

EVENT OF DEFAULT

     The term "Event of Default" shall have the meaning ascribed to such term in
Article One of the Original Indenture and with respect to the Notes shall
include the events set forth in Section 5.01 of this First Supplemental
Indenture."

EXCHANGE ACT

     The term "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Commission thereunder.

EXEMPTED AFFILIATE TRANSACTION

     The term "Exempted Affiliate Transaction" means any transaction solely
between the  Corporation and any of its Wholly-Owned Restricted Subsidiaries or
solely among Wholly-Owned Restricted Subsidiaries.

FAIR MARKET VALUE

     The term "Fair Market Value" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length transaction, for cash,
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy.  Fair Market Value shall
be determined by the Board of Directors of the Corporation acting in good faith
evidenced by a board resolution thereof delivered to the Trustee.

FIRST SUPPLEMENTAL INDENTURE

     The term "First Supplemental Indenture" shall mean this First Supplemental
Indenture dated as of May 26, 1998, between the Corporation and the Trustee, as
such supplemental indenture is originally executed, or as it may from time to
time be supplemented, modified or amended, as provided herein and in the
Original Indenture.

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FOUR QUARTER PERIOD

     The term "Four Quarter Period" has the meaning set forth in the definition
of "Consolidated Fixed Charge Coverage Ratio."

GAAP

     The term "GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States which are applicable at the
date of determination and which are consistently applied for applicable periods.

GUARANTEE

     The term "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 non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit. A guarantee shall include,
without limitation, any agreement to maintain or preserve any other Person's
financial condition or to cause any other Person to achieve certain levels of
operating results.

INCUR

     The term "incur" has the meaning set forth in Section 2.02 of this First
Supplemental Indenture, and the terms "incurrence," "incurred," and "incurring"
shall have the meanings correlative to the foregoing.

INDEBTEDNESS

     The term "Indebtedness" means, with respect to any Person, without
duplication, (i) all indebtedness 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 or arising 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, bankers
acceptance or other similar credit transaction and in connection with any
agreement to purchase, redeem, exchange, convert or otherwise acquire for value
any Capital Stock of such Person, or any warrants, rights or options to acquire
such Capital Stock, now or hereafter outstanding, (ii) all obligations of such
Person evidenced by bonds, notes, debentures or other similar instruments, (iii)
all indebtedness 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 trade payables arising in the ordinary course of business, (iv) all
Capitalized Lease Obligations of such Person, (v) all Indebtedness referred to
in clauses (i) through (iv) above 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 or with respect to 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, (vi) all
guarantees of Indebtedness by such Person, (vii) except for purposes of the
covenant contained in Section 2.03, all Redeemable Capital Stock issued by such
Person valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends and (viii) all obligations
under Interest Rate Agreements or Currency Agreements or Commodity Price
Protection Agreements of such Person (net of any payments owed to such Person
thereunder to the extent such Person's obligations thereunder are subject to
offset by the amount of payments owed to such

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Person thereunder), and (ix) any amendment, supplement, modification, deferral,
renewal, extension, refunding or refinancing of any liability of the types
referred to in clauses (i) through (viii) above. 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 this First Supplemental Indenture, and if such price is based upon,
or measured by, the Fair Market Value of such Redeemable Capital Stock, such
Fair Market Value shall be determined in good faith by the board of directors of
the issuer of such Redeemable Capital Stock.

INDENTURE

     The term "Indenture" shall mean the Original Indenture, as supplemented by
the First Supplemental Indenture, each being between the Corporation and the
Trustee, and as it may from time to time hereafter be further supplemented,
modified or amended, as provided in the Indenture, and shall include the form
and terms of particular Series of Securities established as contemplated by
Section 2.01 and 2.02 of the Original Indenture.

INDEPENDENT FINANCIAL ADVISOR

     The term "Independent Financial Advisor" means a nationally recognized
accounting, appraisal or investment banking firm (i) which does not, and whose
directors, officers and employees or Affiliates do not have, a direct or
indirect financial interest in the Corporation and (ii) which, in the judgment
of the Board of Directors, is otherwise independent and qualified to perform the
task for which it is to be engaged.

INTEREST RATE AGREEMENTS

     The term "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
obligations of any Person pursuant to 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 or any other arrangement involving payments by or to
such Person based upon fluctuations in interest rates (including, without
limitation, interest rate swaps, caps, floors, collars and similar agreements)
and/or other types of interest rate hedging agreements from time to time.

INVESTMENT

     The term "Investment" means, with respect to any Person, any direct or
indirect advance, loan or other extension of credit (including by means of 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 otherwise), 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 and all other items that would be
classified as investments on a balance sheet prepared in accordance with GAAP.
Investments shall exclude (i) extensions of trade credit on commercially
reasonable terms in accordance with normal trade practices and (ii) any property
or assets received solely in consideration for the issuance of Capital Stock of
the Corporation.  In addition to the foregoing, any Currency Agreement, Interest
Rate Agreement or similar agreement shall constitute an Investment in the net
amount required to be set forth on such Person's balance sheet in accordance
with GAAP.  Upon the sale of any portion of the Capital Stock of any Restricted
Subsidiary by the Corporation or any other Restricted Subsidiary, the
Corporation or such other Restricted Subsidiary shall be deemed to have made an
Investment in the amount of its remaining Investment, if any, in such Person.

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ISSUE DATE

     The term "Issue Date" means the original issue date of the Notes under this
First Supplemental Indenture.

LIEN

     The term "Lien" means any mortgage or deed of trust, charge, pledge, lien
(statutory or other), privilege, security interest, hypothecation, cessation and
transfer, lease of real property, assignment for security, claim, deposit
arrangement, or preference or priority or other encumbrance upon or with respect
to any property of any kind (including any conditional sale, capital lease or
other title retention agreement, any leases in the nature thereof, and any
agreement to give any security interest), whether real, personal or mixed,
movable or immovable, now owned or hereafter acquired.  A Person shall be deemed
to own subject to a Lien any property which  it 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.

L.J. MELODY

     The term "L.J. Melody" means L.J. Melody & Company, a Texas corporation.

MATERIAL SUBSIDIARY

     The term "Material Subsidiary" means each Restricted Subsidiary of the
Corporation that is a "significant subsidiary" as defined in Rule 1-02 of
Regulation S-X under the Securities Act and the Exchange Act (as such regulation
is in effect on the Issue Date).

MELODY LOAN ARBITRAGE FACILITY

     The term "Melody Loan Arbitrage Facility" means a credit facility provided
to L.J.  Melody by any depository bank in which L.J. Melody deposits payments
made on mortgage loans for which L.J. Melody is servicer prior to distribution
of such payments to or for the benefit of the holders of such loans, so long as
(i) L.J. Melody applies all proceeds of loans made under such credit facility to
purchase Cash Equivalents and (ii) all Cash Equivalents purchased by L.J. Melody
with the proceeds of loans thereunder (and proceeds thereof and distributions
thereon) are pledged to the depository bank providing such credit facility, and
such bank has a first priority perfected security interest therein, to secure
loans made under such credit facility.

MELODY MORTGAGE WAREHOUSING FACILITY

     The term "Melody Mortgage Warehousing Facility" means the credit facility
provided by Residential Funding Corporation ("RFC") or any substantially similar
facility, pursuant to which RFC or another lender makes loans to L.J. Melody,
the proceeds of which loans are applied by L.J. Melody to fund commercial
mortgage loans originated and owned by L.J. Melody subject to an unconditional,
irrevocable commitment to purchase such mortgage loans by the Federal Home Loan
Mortgage Corporation, so long as loans made by RFC or such other lender to L.J.
Melody thereunder are secured by a pledge of commercial mortgage loans made by
L.J. Melody with the proceeds of such loans and RFC or such other lender has a
perfected first priority security interest therein, to secure loans made under
such credit facility.

NET CASH PROCEEDS

     The term "Net Cash Proceeds" means (a) with respect to any Asset Sale by
any Person, the proceeds thereof (without duplication in respect of all Asset
Sales) in the form of cash or Cash Equivalents including

                                     -10-
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payments in respect of deferred payment obligations when received in the form
of, or stock or other assets when disposed of for, cash or Cash Equivalents
(except to the extent that such obligations are financed or sold with recourse
to the Corporation or any Restricted Subsidiary) net of (i) brokerage
commissions and other reasonable fees and expenses (including fees and expenses
of legal counsel and investment bankers) related to such Asset Sale, (ii)
provision for all taxes payable as a result of such Asset Sale, (iii) payments
made to retire Indebtedness where payment of such Indebtedness is secured by the
assets or properties the subject of such Asset Sale, (iv) amounts required to be
paid to any Person (other than the Corporation or any Restricted Subsidiary)
owning a beneficial interest in or having a Lien on the assets subject to the
Asset Sale and (v) appropriate amounts to be provided by the Corporation or any
Restricted Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Corporation 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 that the amount of any such reserves shall be deemed to
constitute Net Cash Proceeds at the time such reserves shall have been released
or are not otherwise required to be retained as a reserve), all as reflected in
an officers' certificate delivered to the Trustee and (b) with respect to any
issuance or sale of shares of Capital Stock that have been converted into or
exchanged for shares of Capital Stock as referred to in Section 2.03 of this
First Supplemental Indenture, the proceeds of such issuance or sale in the form
of cash or Cash Equivalents including payments in respect of deferred payment
obligations when received in the form of, or stock or other assets when disposed
of for, cash or Cash Equivalents (except to the extent that such obligations are
financed or sold with recourse to the Corporation or any Restricted Subsidiary),
net of attorney's fees, accountant's fees and brokerage, consultation,
underwriting and other fees and expenses actually incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof.

NOTES

     The term "Notes" shall mean the Series of Securities authorized under and
being issued pursuant to this First Supplemental Indenture.

ORIGINAL INDENTURE

     The term "Original Indenture" shall mean that certain Indenture dated as of
May 26, 1998, between the Corporation and the Trustee, as such indenture was
originally executed.

PARI PASSU INDEBTEDNESS

     The term "Pari Passu Indebtedness" means  any Indebtedness of the
Corporation which ranks pari passu in right of payment of the Notes.

PERMITTED INDEBTEDNESS

     The term "Permitted Indebtedness" shall have the meaning ascribed to such
term in Section 2.02 of this First Supplemental Indenture.

PERMITTED INVESTMENTS

     The term "Permitted Investments" means (a) Cash Equivalents; (b)
Investments in prepaid expenses, negotiable instruments held for collection and
base utility and workers' compensation performance and other similar deposits;
(c) loans and advances to vendors, employees and sales representatives, in each
case, made in the ordinary course of business not to exceed $12.5 million in the
aggregate at any one time outstanding; (d) Interest Rate Agreements, Currency
Agreements, and Commodity Price Protection

                                     -11-
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Agreements permitted under subsections (f) and (g) of Section 2.02 of this First
Supplemental Indenture; (e) Investments represented by accounts receivable
created or acquired in the ordinary course of business; (f) Investments existing
on the Issue Date and any renewal or replacement thereof on terms and conditions
no less favorable in any respect than that existing on the Issue Date; (g) any
Investment to the extent that the consideration therefor is Qualified Capital
Stock of the Corporation; (h) bonds, notes, debentures or other securities or
other non-cash proceeds received in connection with an Asset Sale permitted
under Section 2.07 of this First Supplemental Indenture not to exceed 20% of the
total consideration in such Asset Sale; (i) Indebtedness permitted under
subsections (d) and (e) of the second paragraph of Section 2.02 of this First
Supplemental Indenture; (j) Investments in any of the Notes or any other debt
securities of the Corporation not otherwise prohibited by the Indenture; and (k)
the initial Investment in any non-U.S. Person that becomes a Restricted
Subsidiary, pursuant to which the Corporation or a Wholly-Owned Restricted
Subsidiary acquires 90% or more of the voting and economic interests therein.

PERMITTED MELODY INDEBTEDNESS

     The term "Permitted Melody Indebtedness" means Indebtedness of L.J. Melody
under the Melody Loan Arbitrage Facility and the Melody Mortgage Warehousing
Facility.

PERSON

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

PREFERRED STOCK

     The term "Preferred Stock" means, with respect to any Person, Capital Stock
of any class or, classes (however designated) of such Person 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 Capital Stock of any other class of such Person.

PUBLIC EQUITY OFFERING

     The term "Public Equity Offering" shall have the meaning ascribed to such
term in Section 3.02(b) of this First Supplemental Indenture.

QUALIFIED CAPITAL STOCK

     The term "Qualified Capital Stock" of any person means any and all Capital
Stock of such Person other than Redeemable Capital Stock.

RATING AGENCIES

     The term "Rating Agencies" means (i) Standard & Poor's Ratings Group and
(ii) Moody's Investors Service, Inc. or (iii) if Standard & Poor's Ratings Group
or Moody's Investors Service, Inc. or both shall not make a rating of the Notes
publicly available, a nationally recognized securities rating agency or
agencies, as the case may be, selected by the Corporation, which shall be
substituted for Standard & Poor's Ratings Group, Moody's Investors Service,
Inc. or both, as the case may be.

REDEEMABLE CAPITAL STOCK

                                     -12-
<PAGE>

     The term "Redeemable Capital Stock" means any class or series of Capital
Stock to the extent 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 any Stated Maturity of the principal of the Notes or is redeemable at
the option of the holder thereof at any time prior to such Stated Maturity, or
is convertible into or exchangeable for debt securities at any time prior to
such Stated Maturity.

REFERENCE PERIOD

     The term "Reference Period" has the meaning set forth under the definition
of "Consolidated Fixed Charge Coverage Ratio."

RELATED BUSINESS

     The term "Related Business" means real estate services related businesses
or a line of business reasonably related to the business conducted by the
Corporation or any of its Subsidiaries at such time.

RESTRICTED PAYMENT

     The term "Restricted Payment" shall have the meaning ascribed to such term
in Section 2.03 of this First Supplemental Indenture.

RESTRICTED SUBSIDIARY

     The term "Restricted Subsidiary" means any Subsidiary of the Corporation
that has not been designated by the Board of Directors, by a board resolution
delivered to the Trustee, as an Unrestricted Subsidiary pursuant to and in
compliance with the provisions of Section 2.10 of this First Supplement
Indenture.  Any such Designation may be revoked by a board resolution of the
Board of Directors delivered to the Trustee, subject to the provisions of such
covenant.

REVOCATION

     The term "Revocation" shall have the meaning ascribed to such term in
Section 2.10 of this First Supplemental Indenture.

REVOLVING CREDIT FACILITY

     The term "Revolving Credit Facility" means that amended and restated credit
agreement dated as of May 20, 1998 among the Corporation and Bank of America
National Trust and Savings Association, as agent, and the other financial
institutions party thereto, together with the related documents thereto
(including, without limitation, any guarantee agreements, pledge agreements and
security documents), in each case as such agreements may be amended (including
any amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is
permitted under the provisions of Section 2.02 of this First Supplemental
Indenture) or adding Subsidiaries of the corporation 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 agent, lender or group of lenders.

SECURITIES ACT

                                     -13-
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     The term "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder.

SENIOR INDEBTEDNESS

     The term "Senior Indebtedness" means, with respect to the Corporation, the
principal of, premium, if any, and interest on any Indebtedness of the
Corporation 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 any Indebtedness of the Corporation. Without limiting the
generality of the foregoing, the term "Senior Indebtedness" will also include
the principal of, premium, if any, and interest (including interest that would
accrue but for the filing of a petition initiating any proceeding under any
state or federal bankruptcy laws, whether or not such claim is allowable in such
proceeding at the rate provided for in the documentation with respect thereto)
on, and all other amounts owing in respect of, all obligations of every nature
of the Corporation, from time to time owed to the lenders under the Revolving
Credit Facility including, without limitation, principal of and interest on, and
reimbursement obligations under letters of credit and all fees, expenses and
indemnities payable under the Revolving Credit Facility. Notwithstanding the
foregoing, "Senior Indebtedness" shall not include, to the extent constituting
Indebtedness, (i) Indebtedness evidenced by the Notes (ii) Indebtedness that is
subordinate or junior in right of payment to any Indebtedness of the
Corporation, (iii) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11 United States Code, is without
recourse to the Corporation, (iv) Indebtedness which is represented by
Redeemable Capital Stock, (v) Indebtedness for goods, materials or services
purchased in the ordinary course of business or Indebtedness consisting of trade
payables or other current liabilities (other than any current liabilities owing
under the Revolving Credit Facility or the current portion of any long-term
Indebtedness which would constitute Senior Indebtedness but for the operation of
this clause (v)), (vi) Indebtedness of or amounts owed by the Corporation for
compensation to employees or for services rendered to the Corporation, (vii) any
liability for federal, state, local or other taxes owed or owing by the
Corporation, (viii) Indebtedness of the Corporation to a Subsidiary of the
Corporation, and (ix) that portion of any Indebtedness which at the time of
issuance is issued in violation of the Indenture.

STATED MATURITY

     The term "Stated Maturity" means, with respect to any Note or any
installment of interest thereon, the dates specified in such Note as the fixed
date on which the principal of such Note 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 is due
and payable.

SUBORDINATED INDEBTEDNESS

     The term "Subordinated Indebtedness" means, with respect to the
Corporation, Indebtedness of the Corporation which is expressly subordinated in
right of payment to the Notes.

SUBORDINATED OBLIGATIONS

     The term "Subordinated Obligations" means Indebtedness represented by, and
all obligations in respect of, the Notes and the payment of principal of,
premium, if any, interest on, and all other amounts owing in respect of, the
Notes.

SUBSIDIARY

                                     -14-
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     The term "Subsidiary" means, with respect to any Person, (a) any
corporation of which the outstanding shares of Voting Stock having at least a
majority of the votes entitled to be cast in the election of directors shall at
the time be owned, directly or indirectly, by such Person, or (b) any other
Person of which at least a majority of the shares of Voting Stock are at the
time, directly or indirectly, owned by such first named Person.

SURVIVING PERSON

     The term "Surviving Person" means, with respect to any Person involved in
any consolidation or merger, or any sale, assignment, conveyance, transfer,
lease or other disposition of all or substantially all of its properties and
assets as an entirety, the Person formed by or surviving such merger or
consolidation or the Person to which such sale, assignment, conveyance, transfer
or lease is made.

TRANSACTION DATE

     The term "Transaction Date" shall have the meaning ascribed to such term in
the definition of "Consolidated Fixed Charge Coverage Ratio."

UNRESTRICTED SUBSIDIARY

     The term "Unrestricted Subsidiary" means each Subsidiary of the Corporation
designated as such pursuant to and in compliance with the provisions of Section
2.10 of this First Supplemental indenture and each Subsidiary of each such
Subsidiary of the Corporation. Any such designation may be revoked by a board
resolution of the Corporation delivered to the Trustee, subject to the
provisions of such Section 2.10.

UNUTILIZED NET CASH PROCEEDS

     The term "Unutilized Net Cash Proceeds" shall have the meaning ascribed to
such term in Section 2.07 of this First Supplemental Indenture.

VOTING STOCK

     The term "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 other class or classes shall have, or might have, voting power by
reason of the happening of any contingency).

WHOLLY-OWNED RESTRICTED SUBSIDIARY

     The term "Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary of which 100% of the outstanding Capital Stock is owned by the
Corporation and/or another Wholly-Owned Restricted Subsidiary.  For purposes of
this definition, any directors' qualifying shares shall be disregarded in
determining the ownership of a Restricted Subsidiary.

     SECTION 1.02.  OTHER DEFINITIONS.  All of the terms appearing herein shall
be defined as the same are now defined under the provisions of the Original
Indenture, except as when expressly herein otherwise defined.

                                     -15-
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                                  ARTICLE TWO

                    ADDITIONAL COVENANTS OF THE CORPORATION


     SECTION 2.01.  APPLICABILITY.  In addition to the covenants set forth in
the Original Indenture, the covenants set forth in  this Article Two shall apply
to the Notes, provided, however, that if no Default or Event of Default has
occurred and is continuing, after the ratings assigned to the Notes by both
Rating Agencies are equal to or higher than BBB- and Baa3, or the equivalents
thereof, respectively (the "Investment Grade Ratings"), and notwithstanding that
the Notes may later cease to have an Investment Grade Rating, the Corporation
and the Restricted Subsidiaries will not be subject to the provisions of the
covenants contained in Sections 2.04, 2.07, 2.08, 2.09 and subsection (iii) of
the first paragraph of Section 2.12 of this First Supplemental Indenture.

     SECTION 2.02.  LIMITATION ON INDEBTEDNESS.  The Corporation will not, and
will not permit any of the Restricted Subsidiaries to, directly or indirectly,
create, incur, assume, issue, guarantee or in any manner become liable for or
with respect to, contingently or otherwise (in each case, to "incur"), the
payment of any Indebtedness (including any Acquired Indebtedness but  excluding
any Permitted Indebtedness (as defined in this Section 2.02), provided however,
that the Corporation and each Restricted Subsidiary may incur Indebtedness
(including Acquired Indebtedness) if immediately after giving pro forma effect
thereto, the Consolidated Fixed Charge Coverage Ratio of the Corporation is at
least equal to 2:1.

     Notwithstanding the foregoing, the Corporation and the Restricted
Subsidiaries may incur each and all of the following (collectively, "Permitted
Indebtedness"):

     (a) Indebtedness of the Corporation, or any Restricted Subsidiary which
         guarantees the Corporation's obligations, (without duplication) under
         any Bank Credit Facility;

     (b) Indebtedness of the Corporation pursuant to the Notes and Indebtedness
         of any Restricted Subsidiary pursuant to its guarantee of the Notes;

     (c) Indebtedness (other than Indebtedness under any Bank Credit Facility
         and the Notes) of the Corporation or any Restricted Subsidiary
         outstanding on the date of this First Supplemental Indenture;

     (d) Indebtedness of the Corporation owing to a Restricted Subsidiary;
         provided that any Indebtedness for borrowed money of the Corporation
         owing to a Restricted Subsidiary is made pursuant to an intercompany
         note or loan or credit agreement and is subordinated in accordance with
         provisions set forth in the Indenture; provided, further, that any
         disposition, pledge or transfer of any such Indebtedness to a Person
         (other than a disposition, pledge or transfer to a Restricted
         Subsidiary) shall be deemed to be an incurrence of such Indebtedness by
         the Corporation not permitted by this clause (d);

     (e) Indebtedness of a Restricted Subsidiary owing to and held by the
         Corporation or a Wholly-Owned Restricted Subsidiary; provided that any
         such Indebtedness for borrowed money is made pursuant to an
         intercompany note or loan or credit agreement; provided, further, that
         (a) any disposition, pledge or transfer of any such Indebtedness to a
         Person (other than the Corporation or a Wholly-Owned Restricted
         Subsidiary) shall be deemed to be an incurrence of such Indebtedness by
         the obligor not permitted by this clause (e);

                                     -16-
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     (f) Indebtedness of the Corporation or any Restricted Subsidiary under
         Interest Rate Agreements covering Indebtedness of the Corporation or
         such Restricted Subsidiary (which Indebtedness (i) bears interest at
         fluctuating interest rates and (ii) is otherwise permitted to be
         incurred under this covenant) to the extent the notional principal
         amount of the obligations under such Interest Rate Agreements does not
         exceed the principal amount of the Indebtedness to which such
         obligations relate;

     (g) Indebtedness of the Corporation or any Restricted Subsidiary under
         Currency Agreements relating to (i) Indebtedness of the Corporation or
         such Restricted Subsidiary and/or (ii) obligations to purchase or sell
         assets or properties or to reduce foreign currency fluctuation risk, in
         each case, incurred in the ordinary course of business of the
         Corporation and not for purposes of speculation; provided, however,
         that such Currency Agreements do not increase the Indebtedness or other
         obligations of the Corporation outstanding other than as a result of
         fluctuations in foreign currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder;

     (h) Reimbursement obligations under letters of credit and letters of
         credit, in each case, to support (i) workers compensation obligations
         and (ii) performance bonds, surety bonds, performance guarantees and
         supplier obligations not to exceed $20 million in the aggregate at any
         time outstanding, in the case of each of such clause (i) and (ii) of
         the Corporation, in the ordinary course of business consistent with
         past practice;

     (i) Guarantees by the Corporation of Indebtedness of any Restricted
         Subsidiary or by any Restricted Subsidiary of Indebtedness of the
         Corporation; provided that such Indebtedness of such Restricted
         Subsidiary of the Corporation, as the case may be, is permitted by the
         terms of this First Supplemental Indenture;

     (j) any renewals, extensions, substitutions, refundings, refinancings or
         replacements (collectively, a "refinancing") of any Indebtedness
         described in clauses (b) and (c) of this definition of "Permitted
         Indebtedness," including any successive refinancings so long as the
         aggregate principal amount of Indebtedness represented thereby is not
         increased by such refinancing plus the lesser of (i) the stated amount
         of any premium or other payment required to be paid in connection with
         such a refinancing pursuant to the terms of the Indebtedness being
         refinanced or (ii) the amount of premium or other payment actually paid
         at such time to refinance the Indebtedness, plus, in either case, the
         amount of expenses of the Corporation or a Restricted Subsidiary
         incurred in connection with such refinancing and (x) in the case of any
         refinancing of Indebtedness that is Subordinated Indebtedness, such new
         Indebtedness is subordinated to the Notes at least to the same extent
         as the Indebtedness being refinanced, (y) such refinancing does not
         reduce the Average Life to Stated Maturity or the Stated Maturity of
         such Indebtedness and (z) the primary obligor of such refinancing
         Indebtedness is the same Person as the primary obligor on the
         Indebtedness being refinanced unless the new primary obligor is the
         Corporation;

     (k) Permitted Melody Indebtedness; and

     (l) Indebtedness of the Corporation or any Restricted Subsidiary in
         addition to that described in clauses (a) through (k) of this Section
         2.02, and any renewals, extensions, substitutions, refinancings or
         replacements of such Indebtedness, so long as the aggregate principal
         amount of all such Indebtedness shall not exceed $30 million
         outstanding at any one time.

                                     -17-
<PAGE>

     SECTION 2.03.  LIMITATION ON RESTRICTED PAYMENTS.  (a) The Corporation will
not, and will not permit any Restricted Subsidiary to, directly or indirectly:

          (i)    declare or pay any dividend or make any other distribution or
     payment on or in respect of its Capital Stock or any payment to the direct
     or indirect holders (in their capacities as such) of its Capital Stock
     (other than dividends or distributions payable solely in shares of
     Qualified Capital Stock and dividends or distributions payable to the
     Corporation or a Restricted Subsidiary (and, if such Restricted Subsidiary
     seeking to declare or pay such dividend or distribution is not a Wholly-
     Owned Restricted Subsidiary, to its other shareholders on a pro rata basis
     or on a basis that results in the receipt by the Corporation or its Wholly-
     Owned Restricted Subsidiaries of dividends or distributions of greater
     value than they would receive on a pro rata basis)); or

          (ii)   purchase, redeem, defease or otherwise acquire or retire for
     value, directly or indirectly, any Capital Stock of the Corporation (other
     than any such Capital Stock owned by any Wholly-Owned Restricted
     Subsidiary) or options, warrants or other rights to acquire such Capital
     Stock; or

          (iii)  make any principal payment on, or purchase, repurchase, redeem,
     defease, retire or otherwise acquire for value, prior to any scheduled
     maturity, scheduled repayment, scheduled sinking fund payment or other
     Stated Maturity, any Subordinated Indebtedness (other than any Subordinated
     Indebtedness owed to and held by the Corporation); or

          (iv)   make any Investment (other than any Permitted Investment) in
     any Person (other than in the Corporation, any Wholly-Owned Restricted
     Subsidiary or a Person that becomes a Wholly-Owned Restricted Subsidiary,
     or is merged with or into or consolidated with the Corporation or a Wholly-
     Owned Restricted Subsidiary (provided the Corporation or a Wholly-Owned
     Restricted Subsidiary is the survivor), as a result of or in connection
     with such Investment)

(any of the foregoing actions described in clauses (i) through (iv), other than
any such action that is a Permitted Payment (as defined below), collectively,
"Restricted Payments") (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 Corporation or such Restricted Subsidiary, as the case may be, in each
case, as determined in good faith by the Board of Directors, whose determination
shall be conclusive and evidenced by a board resolution), unless (l) immediately
after giving effect to such Restricted Payment on a pro forma basis, no Default
or Event of Default shall have occurred and be continuing; (2) immediately after
giving effect to such Restricted Payment on a pro forma basis, the Corporation
could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
under the provisions of Section 2.02 of this First Supplemental Indenture and
(3) after giving effect to the proposed Restricted Payment, the aggregate amount
of all such Restricted Payments declared or made after the Issue Date, does not
exceed $35 million plus the sum of:

               (A)  50% of the aggregate cumulative Consolidated Net Income of
                    the Corporation during the period (treated as one accounting
                    period) beginning on the first day of the fiscal quarter
                    beginning after the Issue Date and ending on the last day of
                    the Corporation's last fiscal quarter ending prior to the
                    date of the Restricted Payment (or, if such aggregate
                    cumulative Consolidated Net Income shall be a deficit, minus
                    100% of such deficit);

               (B)  the aggregate Net Cash Proceeds received after the Issue
                    Date by the Corporation from the issuance or sale (other
                    than to any of the Restricted Subsidiaries) of Qualified
                    Capital Stock of the Corporation or from the

                                     -18-
<PAGE>

                    exercise of any options, warrants or rights to purchase such
                    Qualified Capital Stock of the Corporation (except, in each
                    case, to the extent such proceeds are used to purchase,
                    redeem or otherwise retire Capital Stock or Subordinated
                    Indebtedness as set forth in clause (ii) or (iii) of
                    paragraph (b) below and excluding the net cash proceeds from
                    any issuance and sale of Qualified Capital Stock or from any
                    such exercises, in each case, financed, directly or
                    indirectly, using funds borrowed from the Corporation or any
                    Restricted Subsidiary until and to the extent such borrowing
                    is repaid);

               (C)  the aggregate Net Cash Proceeds received after the Issue
                    Date by the Corporation from the conversion or exchange, if
                    any, of debt securities or Redeemable Capital Stock of the
                    Corporation or its Subsidiaries into or for Qualified
                    Capital Stock of the Corporation plus, without duplication,
                    the aggregate of Net Cash Proceeds from their original
                    issuance, less any principal and sinking fund payments made
                    thereon;

               (D)  in the case of the disposition or repayment of any
                    Investment constituting a Restricted Payment made after the
                    Issue Date, an amount (to the extent not included in
                    Consolidated Net Income) equal to the lesser of the return
                    of capital with respect to such Investment and the initial
                    amount of such Investment which was treated as a Restricted
                    Payment, in either case, less the cost of disposition of
                    such Investment and net of taxes; and

               (E)  so long as the Designation thereof was treated as a
                    Restricted Payment made after the Issue Date, with respect
                    to any Unrestricted Subsidiary that has been redesignated as
                    a Restricted Subsidiary after the Issue Date in accordance
                    with the provisions of Section 2.10 of this First
                    Supplemental Indenture, the Fair Market Value of the
                    interest of the Corporation and the Restricted Subsidiaries
                    in such Subsidiary, provided that such amount shall not in
                    any case exceed the Designation Amount with respect to such
                    Restricted Subsidiary upon its Designation.

     b.   Notwithstanding the foregoing, and in the case of clauses (ii) through
(vi) below, so long as no Default or Event of Default shall have occurred and be
continuing or would arise therefrom, the foregoing provisions shall not prohibit
the following actions (each of clauses (i) through (iv) being referred to as a
"Permitted Payment"):

     (i)  the payment of any dividend within 60 days after the date of
          declaration thereof, if (A) at such date of declaration such payment
          was permitted by the provisions of the Indenture and (B) such payment
          shall have been deemed to have been paid on such date of declaration
          and shall have been deemed a "Restricted Payment" for purposes of the
          calculation required by paragraph (a) of this Section 2.03;

     (ii) the repurchase, redemption, or other acquisition or retirement of any
          shares of any class of Capital Stock of the Corporation in exchange
          for (including any such exchange pursuant to the exercise of a
          conversion right or privilege in connection with which cash is paid in
          lieu of the issuance of fractional shares or scrip), or out of the Net
          Cash Proceeds of a substantially concurrent issue and sale for cash to
          any Person (other than to a Restricted Subsidiary) of, shares of
          Qualified Capital Stock of the Corporation: provided that the Net Cash
          Proceeds from the issuance of such shares of Qualified Capital Stock
          are excluded from clause (B) of paragraph (a) of this Section 2.03;

                                     -19-
<PAGE>

     (iii)  the repurchase, redemption, defeasance, retirement or acquisition
            for value or payment of principal of any Subordinated Indebtedness
            in exchange for, or out of the Net Cash Proceeds of a substantially
            concurrent issuance and sale for cash to any Person (other than to
            any Restricted Subsidiary of the Corporation) of, any Qualified
            Capital Stock of the Corporation; provided that the Net Cash
            Proceeds from the issuance of such shares of Qualified Capital Stock
            are excluded from clause (B) of paragraph (a) of this Section 2.03;

     (iv)   the repurchase, redemption, defeasance, retirement, acquisition for
            value or payment of principal of any Subordinated Indebtedness
            (other than Redeemable Capital Stock) in exchange for, or out of the
            Net Cash Proceeds of a substantially concurrent issuance and sale
            for cash to any Person (other than to a Restricted Subsidiary) of,
            new Subordinated Indebtedness; provided that any new Subordinated
            Indebtedness (1) shall be in a principal amount that does not exceed
            the principal amount so repurchased, redeemed, defeased, retired,
            acquired or paid (or, if such Subordinated Indebtedness provides for
            an amount less than the principal amount thereof to be due and
            payable upon a declaration of acceleration thereof, then such lesser
            amount as of the date of determination), plus the lesser of (I) the
            stated amount of any premium or other payment required to be paid in
            connection with such repurchase, redemption, defeasance, retirement,
            acquisition or payment pursuant to the terms of the Indebtedness
            being repurchased, redeemed, defeased, retired, acquired or paid or
            (II) the amount of premium or other payment actually paid at such
            time to repurchase, redeem, defease, retire, acquire or pay the
            Indebtedness, plus, in either case, the amount of expenses of the
            Corporation incurred in connection with such repurchase, redemption,
            defeasance, retirement, acquisition or payment; (2) has an Average
            Life to Stated Maturity equal to or greater than the Average Life to
            Stated Maturity of the Subordinated Indebtedness being repurchased,
            redeemed, defeased, retired, acquired or paid; (3) has a Stated
            Maturity no earlier than the Stated Maturity of the Subordinated
            Indebtedness being refinanced, redeemed, defeased, retired or
            acquired for value and (4) is expressly subordinated in right of
            payment to the Notes at least to the same extent as the Subordinated
            Indebtedness to be repurchased, redeemed, defeased, retired,
            acquired or paid;

     (v)    the purchase of stock or stock options from employees of the
            Corporation and its Subsidiaries which stock was purchased by the
            employee pursuant to an employee benefit plan approved by the Board
            of Directors (or any committee thereof), in an aggregate amount not
            to exceed $3.0 million in any fiscal year; and

     (vi)   co-investments by Westmark Realty Advisors L.L.C. with funds and
            separate accounts that are subject to ERISA regulations, in an
            aggregate amount not to exceed $10 million in any twelve-month
            period.

     c.  In computing the amount of Restricted Payments previously made for
purposes of clause (3) of paragraph (a) of this Section 2.03, Restricted
Payments under clauses (i) (as described in subclause (B) of such clause), (v)
and (vi) of paragraph (b) of this Section 2.03 shall be included.

     SECTION 2.04.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.  The Corporation
will not, and will not cause or permit any Restricted Subsidiary to, directly or
indirectly, conduct any business or enter into or suffer to exist any contract,
agreement, arrangement or transaction with, or for the benefit of, any Affiliate
of the Corporation or of a Restricted Subsidiary (an "Affiliate Transaction") or
any series of related Affiliate Transactions (in either case, other than
Exempted Affiliate Transactions) (i) unless it is determined that the terms of
such Affiliate Transaction are fair and reasonable to the Corporation or such
Restricted Subsidiary, as applicable, and no less favorable to the Corporation
or such Restricted Subsidiary, as applicable, or to the  Corporation and its
Restricted Subsidiaries as a whole, than could have been obtained in an arm's-
length

                                     -20-
<PAGE>

transaction with a non-Affiliate and (ii) if involving consideration to either
party in excess of $5 million, unless such Affiliate Transaction has been
approved by a majority of the members of the Board of Directors that are
disinterested in such transaction and (iii) if involving consideration to either
party in excess of $25 million, unless in addition to the foregoing, the
Corporation, prior to the consummation thereof, obtains a written favorable
opinion as to the fairness of such transaction to the Corporation, or such
Restricted Subsidiary, as applicable, from a financial point of view from an
independent investment banking firm of national reputation (or, if nationally
recognized investment banking firms do not customarily render opinions with
respect to transactions of such type, by a nationally recognized expert with
experience in evaluating the terms and conditions of transactions of such type).

     SECTION 2.05.  LIMITATION ON LIENS. The Corporation will not, and will not
cause or permit any Restricted Subsidiary to, directly or indirectly, create,
incur, assume, suffer to exist or affirm any Lien of any kind securing any (a)
Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption,
guarantee or other liability with respect thereto by any Restricted Subsidiary)
upon any of its property or assets (including any intercompany notes), whether
owned on the Issue Date or acquired after the Issue Date, or any proceeds,
income or profits therefrom, or assign or convey any right to receive proceeds,
income or profits therefrom, unless the Notes are directly secured equally and
ratably with (or, in the case of Subordinated Indebtedness, prior or senior
thereto, with the same relative priority as the Notes shall have with respect to
such Subordinated Indebtedness) the obligation or liability secured by such
Lien, except for Liens (A) securing any Indebtedness which became Indebtedness
pursuant to a transaction permitted under Section 2.12 of this First
Supplemental Indenture or securing Acquired Indebtedness which, in each case,
were created prior to (and not created in connection with, or in contemplation
of) the incurrence of such Pari Passu Indebtedness or Subordinated Indebtedness
(including any assumption, guarantee or other liability with respect thereto by
any Restricted Subsidiary) and which Indebtedness is permitted under the
provisions of Section 2.02 of this First Supplemental Indenture or (B) securing
any Indebtedness  incurred in connection with any refinancing, renewal,
substitution or replacement of any such Indebtedness incurred in connection with
any Indebtedness described in clause (A) so long as the aggregate principal
amount of Indebtedness represented thereby is not increased by such refinancing
by an amount greater than the lesser of (i) the stated amount of any premium or
other payment required to be paid in connection with such a refinancing pursuant
to the terms of the Indebtedness being refinanced or (ii) the amount of premium
or other payment actually paid at such time to refinance the Indebtedness, plus,
in either case, the amount of expenses of the Corporation incurred in connection
with such refinancing; provided, however, that in the case of clauses (A) and
(B) any such Lien only extends (x) to the assets that were subject to such Lien
securing such Indebtedness prior to the related acquisition by the Corporation
or the Restricted Subsidiary or (y) in the case of assets constituting
receivables, extend to additional receivables of a similar nature and not
materially greater in value that the receivables securing such  Indebtedness
prior to the related acquisition by the  Corporation or the Restricted
Subsidiary, or (b) Senior Indebtedness which is incurred in violation of the
terms of the Indenture.

     SECTION 2.06.  LIMITATION ON INCURRENCE OF SENIOR SUBORDINATED
INDEBTEDNESS.  The Corporation will not, directly or indirectly, create, incur,
issue, assume, guarantee or otherwise in any manner become directly or
indirectly liable for or with respect to or otherwise permit to exist any
Indebtedness that is subordinate or junior in right of payment to any
Indebtedness of  the Corporation unless such Indebtedness is also (i) pari passu
with the Notes or subordinate or junior, in right of payment to the Notes and
(ii) does not have a Stated Maturity shorter than the final Stated Maturity of
the Notes.

     SECTION 2.07.  LIMITATION ON SALE OF ASSETS.  The Corporation will not, and
will not cause or permit any Restricted Subsidiary to, directly or indirectly,
consummate an Asset Sale unless (i) at least 80% of the consideration from such
Asset Sale is received in cash or Cash Equivalents or Eligible Securities and
(ii) the Corporation or such Subsidiary receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the shares or assets
subject to such Asset Sale.

                                     -21-
<PAGE>

     If all or a portion of the Net Cash Proceeds of any Asset Sale are not
required to be applied to repay permanently any Senior Indebtedness outstanding
as required by the terms thereof, or the Corporation determines not to apply
such Net Cash Proceeds to the permanent repayment of the Senior Indebtedness
which is required to be prepaid, or if no such Senior Indebtedness is then
outstanding, the Corporation or such Restricted Subsidiary may within 365 days
of such Asset Sale, invest the Net Cash Proceeds in capital expenditures,
properties and other assets that (as determined by the board of directors of the
Corporation) replace the properties and assets that were the subject of the
Asset Sale or in properties and assets that will be used in the businesses of
the Corporation or its Subsidiaries existing on the Issue Date or in businesses
reasonably related thereto.

     To the extent (i) the Corporation or a Restricted Subsidiary, as the case
may be, received more than 20% of the consideration from an Asset Sale in the
form of Eligible Securities (the fair market value (on the date of such Asset
Sale) of such amount in excess of 20% of the consideration is referred to herein
as the "Eligible Securities Proceeds") or (ii) all or part of the Net Cash
Proceeds of any Asset Sale are not applied, or the Corporation determines not to
so apply such Net Cash Proceeds, within 365 days of such Asset Sale as described
in the immediately preceding paragraph (such Net Cash Proceeds, the "Unutilized
Net Cash Proceeds" and together with the Eligible Securities Proceeds, the
"Excess Proceeds"), the Corporation shall, within 20 days after such 365th day
or at any earlier time after such Asset Sale, make an offer to purchase (the
"Asset Sale Offer") all outstanding Notes and any Pari Passu Indebtedness the
terms of which require such an offer to be made up to a maximum principal amount
(expressed as a multiple of $1,000) of Notes and such Pari Passu Indebtedness
equal to such Excess Proceeds, at a purchase price in cash equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Purchase Date; provided, however, that the Asset Sale Offer may be deferred
until there are aggregate Excess Proceeds, equal to or in excess of $20 million,
at which time the entire amount of such Excess Proceeds and not just the amount
in excess of $20 million, shall be applied as required pursuant to this
paragraph.  An Asset Sale Offer will be required to be kept open for a period of
at least 20 business days.

     With respect to any Asset Sale Offer effected pursuant to this Section
2.07, among the Notes and such Pari Passu Indebtedness, to the extent the
aggregate principal amount of Notes and such Pari Passu Indebtedness tendered
pursuant to such Asset Sale Offer exceeds the Excess Proceeds to be applied to
the repurchase thereof, such Notes and such Pari Passu Indebtedness shall be
purchased pro rata based on the aggregate principal amount of such Notes and
such Pari Passu Indebtedness tendered.  To the extent the Excess Proceeds exceed
the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant
to such Asset Sale Offer, the Corporation may retain and utilize any portion of
the Excess Proceeds not applied to repurchase the Notes and such Pari Passu
Indebtedness for any purpose consistent with the other terms of the Indenture
and such excess amount of Excess Proceeds shall not be included in any future
determination of Excess Proceeds.

     In the event that the Corporation makes an Asset Sale Offer, the
Corporation shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act, and any other applicable securities laws or
regulations and any applicable requirements of any securities exchange on which
the Notes are listed, and any violation of the provisions of the Indenture
relating to such Asset Sale Offer occurring as a result of such compliance shall
not be deemed a Default.

     SECTION 2.08.  LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.
The Corporation will not (a) sell and will not cause or permit any Restricted
Subsidiary of the Corporation to issue, sell or transfer any Preferred Stock of
any Restricted Subsidiary (other than to the Corporation or to a Wholly-Owned
Restricted Subsidiary) or otherwise (b) permit any Person (other than the
Corporation or a Wholly-Owned Restricted Subsidiary) to own any Preferred Stock
of any Restricted Subsidiary, in each case, except for (i) Preferred Stock
issued or sold to, held by or transferred to the Corporation or a Wholly-Owned
Restricted Subsidiary, and (ii) Preferred Stock issued by a Person prior to the
time (A) such Person becomes a Restricted Subsidiary

                                     -22-
<PAGE>

or (B) such Person merges with or into a Restricted Subsidiary, provided that
such Preferred Stock was not issued or incurred by such Person in anticipation
of the type of transaction contemplated by subclause (A) or (B).

     SECTION 2.09.  LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES.  The Corporation will not, and will not cause
or permit any Restricted Subsidiary to, directly or indirectly, create or
otherwise cause or suffer to exist or enter into any agreement with any Person
that would cause to become effective, any consensual encumbrance or restriction
of any kind, on the ability of any Restricted Subsidiary to (i) pay dividends,
in cash or otherwise, or make any other distribution on or in respect of its
Capital Stock or any other interest or participation in, or measured by, its
profits, to the Corporation or any other Restricted Subsidiary, (ii) pay any
Indebtedness owed to the Corporation or any other Restricted Subsidiary, (iii)
make any Investment in the Corporation or any other Restricted Subsidiary or
(iv) transfer any of its properties or assets to the Corporation or any other
Restricted Subsidiary, except for: (a) any encumbrance or restriction existing
under any agreement in effect on the Issue Date; (b) any encumbrance or
restriction, with respect to a Person that is not a Restricted Subsidiary of the
Corporation on the Issue Date, in existence at the time such Person becomes a
Restricted Subsidiary of the Corporation, and not incurred in connection with,
or in contemplation of, such Person becoming a Restricted Subsidiary; provided,
however, that such encumbrances and restrictions are not applicable to the
Corporation or any other Restricted Subsidiary, or the properties or assets of
the Corporation or any other Restricted Subsidiary; (c) customary provisions
restricting the subletting or assignment of any lease or the assignment of any
other contract to which the Corporation or any Restricted Subsidiary is a party,
which lease or contract is entered into in the ordinary course of business
consistent with past practice; (d) any encumbrance or restriction contained in
contracts for (x) sales of assets or stock permitted by Section 2.07 of this
First Supplemental Indenture or (y) the purchase of assets or stock which arises
out of an earn-out or similar arrangement; provided that, in each case, such
encumbrance or restriction relates only to assets being purchased or sold
pursuant to the contract containing such encumbrances or restriction; (e) any
encumbrance or restriction customarily contained in any security agreement or
mortgage which security  agreement or mortgage creates a Lien permitted under
this Indenture; provided that such encumbrance or restriction relates only to
assets subject to such Lien; and (f) any encumbrance or restriction existing
under any agreement that extends, renews, refinances or replaces the agreements
containing the encumbrances or restrictions in the foregoing clauses (a), (b),
(c) and (e), or in this clause (f), provided that the terms and conditions of
any such encumbrances or restrictions are not more restrictive in any material
respect than those under or pursuant to the agreement so extended, renewed,
refinanced or replaced.

     SECTION 2.10.  LIMITATIONS ON UNRESTRICTED SUBSIDIARIES.  The Corporation
may designate after the Issue Date any Subsidiary as an "Unrestricted
Subsidiary" under the Indenture (a "Designation") only if:

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

     (ii)   the Corporation would be permitted to make an Investment (other than
            a Permitted Investment) at the time of Designation (assuming the
            effectiveness of such Designation) pursuant to paragraph (a)(iv) of
            Section 2.03 in an amount (the "Designation Amount") equal to the
            Fair Market Value of the Corporation's interest in such Subsidiary
            on such date; and

     (iii)  the Corporation would be permitted under the Indenture to incur
            $1.00 of additional Indebtedness (other than Permitted Indebtedness)
            pursuant to Section 2.02 of this First Supplemental Indenture at the
            time of such Designation (assuming the effectiveness of such
            Designation).

                                     -23-
<PAGE>

     In the event of any such Designation, the Corporation shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to the
provisions set forth in Section 2.03 of this First Supplemental Indenture for
all purposes of the Indenture in the Designation Amount.

     The Corporation 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) or (y) be directly or indirectly liable for any Indebtedness of
any Unrestricted Subsidiary, except any non-recourse guarantee given solely to
support the pledge by the Corporation or any Restricted Subsidiary of the
Capital Stock of an Unrestricted Subsidiary.  All Subsidiaries of Unrestricted
Subsidiaries shall automatically be deemed to be Unrestricted Subsidiaries.

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

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

     (B) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
         immediately following such Revocation would, if incurred at such time,
         have been permitted to be incurred for all purposes of the Indenture;
         and

     (C) any transaction (or series of related transactions) between such
         Subsidiary and any of its Affiliates that occurred while such
         Subsidiary was an Unrestricted Subsidiary would be permitted by Section
         2.04 of this First Supplemental Indenture as if such transaction (or
         series of related transactions) had occurred at the time of such
         Revocation.

     All Designations and Revocations must be evidenced by resolutions of the
Board of Directors delivered to the Trustee certifying compliance with the
foregoing provisions.

     SECTION 2.11.  PROVISION OF FINANCIAL STATEMENTS.  So long as the Notes are
outstanding, whether or not the Corporation is subject to Section 13(a) or 15(d)
of the Exchange Act, or any successor provision thereto, the Corporation will,
to the extent permitted by Commission practice and applicable law and
regulations, file with the Commission the annual reports, quarterly reports and
other documents which the Corporation 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 Corporation were so subject, such documents to be filed with the
Commission on or prior to the date (the "Required Filing Dates") by which the
Corporation would have been required so to file such documents if the
Corporation were so subject. The Corporation will also in any event (x) within
15 days of each Required Filing Date, whether or not permitted or required to be
filed with the Commission, (i) transmit or cause to be transmitted by mail to
all Holders of the Notes and (ii) file with the Trustee, copies of the annual
reports, quarterly reports and other documents which the Corporation would have
been required to file with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act, or any successor provision thereto, if the Corporation were
subject to either of such Sections and (y) if filing such documents by the
Corporation with the Commission is not permitted under the Exchange Act,
promptly upon written request and payment of the reasonable cost of duplication
and delivery, supply copies of such documents to any prospective Holder at the
Corporation's cost. In addition, for so long as any Notes remain outstanding,
the Corporation will furnish to the Holders of Notes and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act, and, to any
beneficial Holder of Notes, if not obtainable from the Commission, information
of the type that would be filed with the Commission pursuant to the foregoing
provisions, upon the request of any such Holder. If any Subsidiaries' financial
statements would be required to be included in the financial

                                     -24-
<PAGE>

statements filed or delivered pursuant hereto if the Corporation were subject to
Section 13(a) or 15(d) of the Exchange Act, the Corporation shall include such
Subsidiaries' financial statements in any filing or delivery pursuant hereto.

     SECTION 2.12.  CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. The Corporation
shall not, in any transaction or series of related 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 as an entirety
to, any Person or Persons, and the Corporation shall not permit any of the
Restricted Subsidiaries to enter into any such transaction or series of related
transactions if such transaction or series of related 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 Corporation and the Restricted Subsidiaries (determined on a consolidated
basis for the Corporation and the Restricted Subsidiaries), to any Person or
Persons, unless at the time and after giving effect thereto (i) either (A) (1)
if the transaction or transactions is a merger or consolidation involving the
Corporation, the Corporation shall be the Surviving Person of such merger or
consolidation or (2) if the transaction or transactions is a merger or
consolidation involving a Restricted Subsidiary, such Restricted Subsidiary
shall be the Surviving Person of such merger or consolidation, or (B) (1) the
Surviving Person 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
(2) in the case of a transaction involving the Corporation, the Surviving
Person, if other than the Corporation, shall expressly assume (unless such
obligations are otherwise assumed by operation of law) by a Supplemental
Indenture executed and delivered to the Trustee, all the obligations of the
Corporation under the Notes and the Indenture, and in each case, the Indenture
and the Notes shall remain in full force and effect; (ii) immediately after
giving effect to such transaction or series of related transactions on a pro
forma basis, no Default or Event of Default shall have occurred and be
continuing; and (iii) the Corporation, or the Surviving Person, as the case may
be, immediately after giving effect to such transaction or series of related
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), could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) under the provisions
of Section 2.02 of this First Supplemental  Indenture, and at the time of the
transaction if any of the property or assets of the Corporation or any of its
Restricted Subsidiaries would thereupon become subject to any Lien, the
provisions of Section 2.05 of this First Supplemental Indenture are complied
with.

     Upon any consolidation or merger of the Corporation or any transfer of all
or substantially all of the assets of the Corporation in accordance with the
foregoing, in which the Corporation is not the Surviving Person, the Surviving
Person shall succeed to, and be substituted for, and may exercise every right
and power of, the Corporation under the Indenture and the Notes with the same
effect as if such successor corporation had been named as the Corporation
therein; and thereafter, except in the case of (a) a lease or (b) any sale,
assignment, conveyance, transfer, lease or other disposition to a Restricted
Subsidiary of the Corporation, the Corporation shall be discharged from all
obligations and covenants under the Indenture.

     For all purposes of the Indenture and the Notes (including the provision of
this Section 2.12 and Sections 2.02, 2.03 and 2.05 of this First Supplemental
Indenture), Subsidiaries of any Surviving Person shall, upon such transaction or
series of related transactions, become Restricted Subsidiaries unless and until
designated as Unrestricted Subsidiaries pursuant to and in accordance with the
provisions of Section 2.10 of this First Supplemental Indenture and all
Indebtedness, and all Liens on property or assets, of the Corporation and the
Restricted Subsidiaries in existence immediately prior to such transactions or
series of related transactions will be deemed to have been incurred upon such
transaction or series of related transactions.

     Notwithstanding anything to the contrary in this Section 2.12, a Restricted
Subsidiary may merge with or into another Restricted Subsidiary.

                                     -25-
<PAGE>

     SECTION 2.13.  PAYMENT OF TAXES AND OTHER CLAIMS.  Except with respect to
immaterial items, the Corporation shall, and shall cause each of its
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (i) all taxes, assessments and governmental
charges (including withholding taxes and any penalties, interest and additions
to taxes) levied or imposed upon the Corporation or any of its Subsidiaries or
any of their respective properties and assets and (ii) all lawful claims,
whether for labor, materials, supplies, services or anything else, which have
become due and payable and which by law have or may become a lien upon the
property and assets of the Corporation or any of its Subsidiaries; provided,
however, that neither the Corporation nor any Subsidiary shall 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 and for which such disputed amounts the
need for adequate reserves has been reviewed in accordance with GAAP.

     SECTION 2.14.  MAINTENANCE OF PROPERTIES AND INSURANCE.  The Corporation
shall cause all material properties used or useful to the conduct of its
business and the business of each of its Subsidiaries to be maintained and kept
in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in their reasonable judgment may be necessary, so that the business
carried on in connection therewith may be properly conducted at all times;
provided,  however, that nothing in this Section 2.14 shall prevent the
Corporation or any Subsidiary from discontinuing any operation or maintenance of
any of such properties, or disposing of any of them, if such discontinuance or
disposal is in the judgment of the Corporation, desirable in the conduct of the
business of such entity.

     The Corporation shall provide, or cause to be provided, for itself and each
of its Subsidiaries, insurance (including appropriate self-insurance) against
loss or damage of the kinds that, in the reasonable, good faith opinion of the
Corporation is adequate and appropriate for the conduct of the business of the
Corporation and such Subsidiaries in a prudent manner, with (except for self-
insurance) reputable insurers or with the government of the United States of
America or an agency or instrumentality thereof, in such amounts, with such
deductibles, and by such methods as shall be customary, in the reasonable, good
faith opinion of the Corporation and adequate and appropriate for the conduct of
the business of the Corporation and such Subsidiaries in a prudent manner for
entities similarly situated in the industry, unless failure to provide such
insurance (together with all other such failures) would not have a material
adverse effect on the financial condition or results of operations of the
Corporation and such Subsidiaries considered as a whole.

     SECTION 2.15.  STAY, EXTENSION AND USURY LAWS.  The Corporation covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Corporation from paying all or any portion of the principal of
(premium, if any) or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture and the Corporation (to the
extent it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not, by resort to any such law,
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 has been enacted.

     SECTION 2.16.  LIMITATION ON STATUS AS INVESTMENT COMPANY.  Neither the
Corporation nor any of its Restricted Subsidiaries shall become an "investment
company," as that term is defined in the Investment Company Act of 1940, as
amended, or otherwise become subject to regulation thereunder.

                                     -26-
<PAGE>

                                 ARTICLE THREE

                              TERMS OF THE NOTES

     SECTION 3.01.  TERMS OF THE NOTES.  A Series of Securities in the aggregate
principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) to
be issued under the Original Indenture, as supplemented by this First
Supplemental Indenture, is hereby created, and such Series of Securities is
hereby designated the "8-7/8% Senior Subordinated Notes Due 2006".  The Notes
shall mature on June 1, 2006 and shall bear interest at the rate of 8-7/8% per
annum from  the most recent date to which interest has been paid or, if no
interest has been paid, from the Issue Date.  Interest on the Notes shall be
payable semiannually on each June 1 and December 1, commencing December 1, 1998,
to the Holders of record on the Record Date.

     The Notes shall be issued initially as a single Global Note, in registered
form, registered in the name of The Depositary Trust Corporation, as Depository,
or its nominee,, and otherwise substantially as in the form set forth in Exhibit
A to this First Supplemental Indenture with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
the Indenture.  The Global Note shall be exchangeable for definitive Notes in
registered form substantially the same as the Global Note in denominations of
$1,000 or any integral multiple thereof upon the terms of and in accordance with
the provisions of the  Indenture.

     The Notes shall be payable (as to both principal and interest) when and as
the same become due at the office of the  Trustee located in New York City, New
York, provided that,  so long as the Notes are in the form of one or more Global
Notes, payments of interest may be made by wire transfer in accordance with the
Letter of Representations and provided further, that upon any exchange of the
Global Notes for Notes in definitive form, the Corporation elects to exercise
its option to have interest payable by check mailed to the registered owners at
such owners' addresses as they appear on the Register, as kept by the Trustee on
each relevant Record Date.

     The Record Dates for the Notes shall be May 15 and November 15 of each
year.

     SECTION 3.02.  REDEMPTION OF THE NOTES.  (a)  Optional Redemption.  The
Notes will be redeemable at the option of the Corporation, in whole or in part,
at any time on or after June 1,  2002, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon, if any, to the date of redemption, if redeemed during the 12-
month period beginning on June 1 of the years indicated below:



     YEAR                                REDEMPTION PRICE
     ----                                ----------------

     2002..............................       104.438%
     2003..............................       102.958%
     2004..............................       101.479%
     2005 and thereafter...............       100.000%


     (b)  Optional Redemption upon Public Equity Offering.  On or prior to June
1, 2001, the Corporation may, at its option, use the net proceeds of a Public
Equity Offering to redeem up to 35% of the originally issued aggregate principal
amount of the Notes, at a redemption price in cash equal to 108-7/8% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided, however, that at least $113,750,000 in
aggregate principal amount of Notes is outstanding following such redemption.
Notice of any such redemption must be given not later than 30 days after the
consummation of the Public Equity Offering.

                                     -27-
<PAGE>

     As used in the preceding paragraph, a "Public Equity Offering" means any
underwritten public offering of Capital Stock (other than Redeemable Capital
Stock) of the Corporation made on a primary basis by the Corporation pursuant to
a registration statement filed with and declared effective by the Commission in
accordance with the Securities Act.

     (c)  Selection and Notice.  In the event that less than all of the Notes
are to be redeemed at any time, selection of Notes for redemption shall be made
by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not listed on a national securities exchange, on a pro rata basis, by lot or by
such method as the Trustee will deem fair and appropriate; provided, however,
that no Notes of a principal amount of $1,000 or less shall be redeemed in part.
Notice of redemption will be mailed by first class mail at least 30 but no more
than 60 days before the redemption date to each Holder of Notes to be redeemed
at its registered address.  If any Note is to be redeemed in part only, the
notice of redemption that relates to such Note will state the portion of the
principal amount thereof to be redeemed.  A new Note in a principal amount equal
to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note.  On and after the  Redemption
Date, interest will cease to accrue on Notes or portions thereof called for
redemption so long as the  Corporation has deposited with the  Paying Agent for
the Notes funds in satisfaction of the applicable Redemption Price.

     SECTION 3.03  CHANGE OF CONTROL.  Following the occurrence of a Change of
Control (the date of such occurrence being the "Change of Control Date"), the
Corporation, within 20 Business Days following the Change of Control Date, shall
make an irrevocable and unconditional offer to purchase (a "Change of Control
Offer") all of the then outstanding Notes on a date (the "Change of Control
Purchase Date") that is no later than 50 Business Days after the occurrence of
such Change of Control at a purchase price (the "Change of Control Purchase
Price") in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the Change of  Control Purchase Date.  The
Corporation shall purchase all Notes properly tendered into the Change of
Control Offer and not withdrawn.

     In order to effect such Change of Control Offer, the Corporation, not later
than the 20/th/ business day after the Change of Control Date, shall mail to
each Holder of Notes notice of the Change of Control Offer, which notice will
govern the terms of the Change of Control Offer and will state, among other
things, the procedures that Holders must follow to accept the Change of Control
Offer.  The Change of Control Offer will be kept open for a period of at least
20 business days.

     On or before the Change of Control Purchase Date, the Corporation will
deposit with the Trustee cash sufficient to pay the Change of Control Purchase
Price (together with any  accrued and unpaid  interest) for all Notes to be
tendered pursuant to the Change of Control Offer.  On the Change of Control
Purchase Date, the Trustee shall pay the Change of Control Purchase Price to all
Holders tendering their Notes for purchase.


                                 ARTICLE FOUR

                    SUBORDINATION PROVISIONS APPLICABLE TO
                                   THE NOTES

     SECTION 4.01.  NOTES SUBORDINATE TO SENIOR INDEBTEDNESS.  The Corporation
covenants and agrees, and each  Holder of  the Notes, by such  Holder's
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article Four (subject to the provisions
of Article Six of this First Supplemental Indenture), the  Indebtedness
represented by the Notes and the payment of the principal of (and premium, if
any) and interest on each and all of the Notes is hereby expressly made

                                     -28-
<PAGE>

subordinate and subject in right of payment to the prior payment in full in cash
or Cash Equivalents of all Senior Indebtedness whether outstanding on the Issue
Date or incurred thereafter.

     SECTION 4.02.  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.  In the
event of (1) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relating to the Corporation or to its creditors, as such,
or to a substantial part of its assets, or (2) any liquidation, dissolution or
other winding up of the Corporation, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (3) any assignment for the
benefit of creditors or any other marshalling of assets  or liabilities of the
Corporation, then and in any such event specified in (1), (2) or (3) above (each
such event, if any, herein sometimes referred to as a "Proceeding") the holders
of Senior Indebtedness shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of all Senior Indebtedness, or
provision shall be made for such payment in cash or  Cash Equivalents or
otherwise in a manner satisfactory to the holders of Senior Indebtedness, before
the  Holders of the Notes are entitled to receive any payment or distribution of
any kind or character, whether in cash, property or securities, on account of
principal of (or premium, if any) or interest on the Notes or on account of any
purchase or other acquisition of Notes by the Corporation or any Subsidiary of
the Corporation (all such payments, distributions, purchases and acquisitions
herein referred to, individually and collectively, as a "Notes Payment"), and to
that end, the holders of all Senior Indebtedness shall be entitled to receive,
for application to the payment thereof, any Notes Payment which may be otherwise
payable or deliverable in respect of the Notes in any such Proceeding.

     In the event that, notwithstanding the foregoing provisions of this Section
4.02, the Trustee or the  Holder of any Note shall have received any Notes
Payment before all Senior Indebtedness is paid in full or payment thereof
provided for in cash or Cash Equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness, and if such fact shall, at or prior to
the time of such Notes Payment, have been made known to the Trustee or, as the
case may be, such  Holder, then and in such event, such Notes Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Corporation for application to the payment of
all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
Senior Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

     For purposes of this Article Four only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Corporation provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment, which
stock or securities are subordinated in right of payment to all then outstanding
Senior Indebtedness to substantially the same extent as, or to a greater extent
than, the Notes are so subordinated as provided in this Article  Four.  The
consolidation of the Corporation with, or the merger of the Corporation into,
another Person or the liquidation or dissolution of the Corporation following
the conveyance or transfer of all or substantially all of its properties and
assets as an entirety to another Person upon the terms and conditions set forth
in Section 2.12 of this First Supplemental Indenture shall not be deemed a
Proceeding for the purposes of this Section 4.02 if the Person formed by such
consolidation or into which the Corporation is merged or the Person which
acquires by conveyance or transfer such properties and assets substantially as
an entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in such Section
2.12 of this First Supplemental Indenture.

     SECTION 4.03.  PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF
NOTES.  In the event that any Notes are declared due and payable before their
Stated Maturity, then and in such event, the holders of the Senior Indebtedness
outstanding at the time such Notes so become due and payable shall be entitled

                                     -29-
<PAGE>

to receive payment in full of all amounts due or to become due on or in respect
of all Senior Indebtedness, or provision shall be made for such payment in cash
or Cash Equivalents or otherwise in a manner satisfactory to the holders of such
Senior Indebtedness, before the  Holders of the Notes are entitled to receive
any Notes Payment (including any payment which may be payable by reason of the
payment of any other indebtedness of the Corporation being subordinated to the
payment of the Notes).

     In the event that, notwithstanding the foregoing, the Corporation shall
make any Notes Payment to the Trustee or any Holder of Notes prohibited by the
foregoing provisions of this Article Four, and if such fact shall, at or prior
to the time of such Notes Payment, have been made known to the Trustee pursuant
to Section 4.10 or, as the case may be, such  Holder, then and in such event,
such Notes Payment shall be paid over and delivered forthwith to the
Corporation.

     The provisions of this Section 4.03 shall not apply to any Notes Payment
with respect to which  Section 4.02 would be applicable.

     SECTION 4.04.  NO PAYMENT IN CERTAIN CIRCUMSTANCES.  (a) During the
continuance of any default in the payment of any Senior Indebtedness beyond any
applicable grace period pursuant to which the maturity thereof may immediately
be accelerated, no payment or distribution of any assets of the  Corporation of
any kind or character (other than capital stock of the Corporation or other
securities of the Corporation that are subordinated to Senior Indebtedness to at
least the same extent as the Notes) shall be made on account of the Subordinated
Obligations, or the purchase, redemption or other acquisition of, the Notes
unless and until such default has been cured or waived or has ceased to exist or
such Senior Indebtedness shall have been discharged or paid in full.

     (b)   During the continuance of any non-payment default with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may
immediately be accelerated (a "Non-payment Default") and (x) after the receipt
by the Trustee from the representatives of such Designated Senior Indebtedness
of a written notice of such Non-payment Default or (y) if the Non-payment
Default results from the acceleration of the Notes, from the date of such
acceleration, no payment or distribution of any assets of the  Corporation of
any kind or character (other than capital stock of the Corporation or other
securities of the Corporation that are subordinated to Senior Indebtedness to at
least the same extent as the Notes) shall be made by the  Corporation on account
of the Subordinated Obligations, or the purchase, redemption or other
acquisition of, the Notes for the period specified below (the "Payment Blockage
Period").

     The Payment Blockage Period will commence upon (x) the receipt of notice of
a Non-payment Default by the Trustee from the representatives of holders of
Designated Senior Indebtedness or (y) if the Non-payment Default results from
the acceleration of the Notes, upon such acceleration, and will end on the
earliest to occur of the following events:  (i) 179 days shall have elapsed (A)
since the receipt of such notice of Non-payment Default or (B) if the Non-
payment Default results from the acceleration of the Notes, since such
acceleration (in each case, provided that such Designated Senior Indebtedness
shall not theretofore have been accelerated and the Corporation has not
defaulted with respect to the payment of such Designated Senior Indebtedness),
(ii) such default is cured or waived or ceases to exist or such Designated
Senior Indebtedness is discharged or (iii) such Payment Blockage Period shall
have been terminated by written notice to the  Corporation or the Trustee from
the representatives of Designated Senior Indebtedness initiating such Payment
Blockage Period.  After the end of any Payment Blockage Period, the  Corporation
shall promptly resume making any and all required payments in respect of the
Notes, including any missed payments.  Notwithstanding anything in the
subordination provisions of the Indenture or the Notes to the contrary, (x) in
no event shall a Payment Blockage Period extend beyond 179 days from the date
such Payment Blockage Period was commenced and (y) there shall be a period of at
least 186 consecutive days in each 365-day period when no Payment Blockage
Period is in effect.  A Non-payment Default with respect to Designated Senior
Indebtedness that existed or was continuing on the date of the commencement of
any

                                     -30-
<PAGE>

Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period cannot be made the basis for the
commencement of a second Payment Blockage Period, whether or not within a period
of 365 consecutive days, unless such default has been cured or waived for a
period of not less than 90 consecutive days and subsequently recurs.

     In the event that, notwithstanding the foregoing, the Corporation shall
make any Notes Payment to the Trustee or any  Holder of Notes prohibited by the
foregoing provisions of this Section 4.04, and if such fact shall, at or prior
to the time of such Notes Payment, have been made known to the Trustee or, as
the case may be, such Holder, then and in such event, such Notes Payment shall
be paid over and delivered forthwith to the Corporation.

     The Trustee shall give prompt written notice to the Corporation of any
notice from a holder of Senior Indebtedness received by the Trustee pursuant to
Section 4.10 which would prohibit the making of any payment to or by the Trustee
with respect to any Notes.

     The provisions of this Section 4.04 shall not apply to any Notes Payment
with respect to which Section 4.02 would be applicable.

     SECTION 4.05.  PAYMENT PERMITTED IF NO DEFAULT.  Nothing contained in this
Article  Four or elsewhere in the Indenture or in any of the Notes shall prevent
(1) the Corporation, at any time except during the pendency of any Proceeding
referred to in Section  4.02 or under the conditions described in Sections 4.03
or 4.04, from making Notes Payments, or (2) the application by the Trustee of
any money deposited with it hereunder to Notes Payments or the retention of such
Notes Payment by   Holders of Notes, if, at the time of such application by the
Trustee, it did not have knowledge that such Notes Payment would have been
prohibited by the provisions of this Article Four.

     SECTION 4.06.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.
Subject to the payment in full of all amounts due or to become due on or in
respect of Senior Indebtedness, or the provision for such payment in cash or
Cash Equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the  Holders of Notes 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 Four (equally and ratably with the
holders of all  Indebtedness of the Corporation which by its express terms is
subordinated to  Indebtedness of the Corporation to substantially the same
extent as the Notes are subordinated and is entitled to like rights of
subrogation) 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 (and premium, if any) and interest on
the Notes 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 Notes or the Trustee would be entitled
except for the provisions of this Article  Four, and no payments over pursuant
to the provisions of this Article  Four to the holders of Senior Indebtedness by
Holders of Notes or the Trustee, shall, as among the Corporation, its creditors
other than holders of Senior Indebtedness and the  Holders of the Notes, be
deemed to be a payment or distribution by the Corporation to or on account of
the Senior Indebtedness.

     SECTION  4.07.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.  The
provisions of this Article  Four are and are intended solely for the purpose of
defining the relative rights of the   Holders of the Notes on the one hand and
the holders of Senior Indebtedness on the other hand.  Nothing contained in this
Article  Four or elsewhere in this First Supplemental Indenture or in the Notes
is intended to or shall (1) impair, as among the Corporation, its creditors
other than holders of Senior Indebtedness and the Holders of Notes, the
obligation of the Corporation, which is absolute and unconditional, to pay to
the Holders of Notes the principal of (and premium, if any) and interest on the
Notes as and when the same shall become due and payable in accordance with the
terms hereof; or (2) affect the relative rights against the Corporation of the
Holders of

                                     -31-
<PAGE>

Notes and creditors of the Corporation other than the holders of Senior
Indebtedness; or (3) prevent the Trustee or the Holder of any Note from
exercising all remedies otherwise permitted by applicable law upon default under
the Indenture, subject to the rights, if any, under this Article Four of the
holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.

     SECTION 4.08.  TRUSTEE TO EFFECTUATE SUBORDINATION AND PAYMENT PROVISIONS.
Each  Holder of a Note by acceptance thereof authorizes and directs the Trustee
to take such action as may be necessary or appropriate to effectuate the
subordination and payment provisions provided in this Article  Four and appoints
the Trustee such Holder's attorney-in-fact for any and all such purposes.

     SECTION 4.09.  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 Corporation or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the
Corporation with the terms, provisions and covenants of the 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 Notes, without
incurring responsibility to the  Holders of the Notes and without impairing or
releasing the subordination provided in this Article  Four or the obligations
hereunder of the  Holders of Notes 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 Corporation and any
other Person.

     SECTION 4.10.  NOTICE TO TRUSTEE.  The Corporation shall give prompt
written notice to the Trustee of any fact known to the Corporation which would
prohibit the making of any payment to or by the Trustee in respect of the Notes.
Notwithstanding the provisions of this Article  Four or any other provision of
the 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 Notes, unless and until the Trustee shall have received
written notice thereof from the Corporation 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 7.01 of the Original
Indenture, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section 4.10 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 of the principal of (and premium, if
any) or interest on, or amounts payable upon redemption or repurchase of, any
Note), 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.

     Subject to the provisions of Section 7.01 of the Original Indenture, the
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor).  In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or

                                     -32-
<PAGE>

distribution pursuant to this Article Four, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to which such
person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Four, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     SECTION 4.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.  Upon any payment or distribution of assets of the Corporation referred
to in this Article  Four, the Trustee, subject to the provisions of Section 7.01
of the Original Indenture, and the  Holders of Notes shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such 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 Notes, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Indebtedness and other indebtedness of the Corporation, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Four.

     SECTION 4.12.  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 Notes or to the
Corporation or to any other Person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article  Four
or otherwise.

     SECTION 4.13.  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  Four 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 the Indenture shall
deprive the Trustee of any of its rights as such holder.

     SECTION 4.14.  ARTICLE APPLICABLE TO PAYING AGENTS.  In case at any time
any Paying Agent other than the Trustee shall have been appointed by the
Corporation and be then acting hereunder, the term "Trustee" as used in this
Article  Four 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 Four in addition to or in place of the Trustee.


                                 ARTICLE FIVE

                    ADDITIONAL EVENTS OF DEFAULT APPLICABLE
                                 TO THE NOTES

     SECTION 5.01.  EVENTS OF DEFAULT APPLICABLE TO THE NOTES.  The term "Event
of Default" whenever used herein with respect to the Notes shall mean any of the
events set forth in Section 6.01 of the Original Indenture (other than
subsection (d) of said Section 6.01) and any  of the following events:

     (a)  the Corporation fails to comply with any of its obligations set forth
          in Sections 2.07 , 2.12 and 3.03 of this First Supplemental Indenture;
          or

     (b)  the Corporation fails to perform or observe any other term, covenant
          or agreement contained in the Notes, or the Indenture (other than a
          default specified in subsection (a), (b) or (c) of

                                     -33-
<PAGE>

          Section 6.01 of the Original Indenture or the foregoing subsection (a)
          of this Section 5.01) for a period of 30 days after written notice to
          comply shall have been given (a) to the Corporation by the Trustee or
          (b) to the Corporation and the Trustee by the Holders of at least 25%
          in aggregate principal amount of the Notes then outstanding; or

     (c)  a default or defaults under one or more agreements, indentures or
          instruments under which the Corporation or any Restricted Subsidiary
          then has Indebtedness outstanding in excess of $10 million,
          individually or in the aggregate, and either (a) such Indebtedness is
          already due and payable in full or (b) such default or defaults result
          in the acceleration of the maturity of such Indebtedness; or

     (d)  one or more judgments, orders or decrees of any court or regulatory or
          administrative agency for the payment of money in excess of $10
          million (in excess of the coverage under applicable insurance policies
          (after giving effect to any deductibles) under which a financially
          sound and reputable insurer has not disputed coverage), individually
          or in the aggregate, shall have been rendered against the Corporation
          or any Restricted Subsidiary or any of their respective properties and
          shall not have been discharged, and either (a) any creditor shall have
          commenced an enforcement proceeding upon such judgment, order or
          decree or (b) there shall have been a period of 60 consecutive days
          during which a stay of enforcement of such judgment, order or decree,
          by reason of a pending appeal or otherwise, shall not be in effect; or

     (e)  the entry by a court having jurisdiction in the premises of a decree
          or order for relief in respect of a Material Subsidiary in an
          involuntary case under any applicable bankruptcy, insolvency or other
          similar law now or hereafter in effect, or appointing a receiver,
          liquidator, assignee, custodian, trustee, sequestrator (or similar
          official) of such Material Subsidiary or for any substantial part of
          its property, or ordering the winding up or liquidation of its
          affairs, if such decree or order shall remain unstayed and in effect
          for a period of 60 consecutive days, or

     (f)  the commencement by a Material Subsidiary of a voluntary case under
          any applicable bankruptcy, insolvency or other similar law now or
          hereafter in effect, or such Material Subsidiary's consent to the
          entry of an order for relief in any involuntary case under any such
          law, or its consent to the appointment of or taking possession by a
          receiver, liquidator, assignee, trustee, custodian, sequestrator (or
          similar official) of such Material Subsidiary or for any substantial
          part of its property, or the making by such Material Subsidiary of any
          general assignment for the benefit of creditors, or its failure
          generally to pay its debts as they become due or the taking by such
          Material Subsidiary of any corporate action in furtherance of any of
          the foregoing.

     (g)  any holder of at least $10 million in aggregate principal amount of
          Indebtedness of the Corporation, or any Restricted Subsidiary shall
          (a) commence judicial proceedings to foreclose upon assets of the
          Corporation or any Restricted Subsidiary having a Fair Market Value,
          individually or in the aggregate, in excess of $10 million or (b) have
          exercised any right under applicable law or applicable security
          documents to take ownership of any such assets in lieu of foreclosure.

          If an Event of Default (other than as specified in clause (g) with
          respect to the Corporation) shall occur and be continuing, the
          Trustee, by notice to the Corporation, or the Holders of at least 25%
          in aggregate principal amount of the Notes then outstanding, by notice
          to the

                                     -34-
<PAGE>

          Trustee and the Corporation (an "Acceleration Notice"), may declare
          the principal of, premium, if any, and accrued interest on all of the
          outstanding Notes due and payable immediately, upon which declaration
          all such amounts payable in respect of the Notes (x) will become and
          be immediately due and payable or (y) if there are any amounts
          outstanding under the Revolving Credit Facility, will become and be
          immediately due and payable upon the first to occur of an acceleration
          under the Revolving Credit Facility, or three (3) business days after
          receipt by the Corporation and the agent under the Revolving Credit
          Facility of such Acceleration Notice, unless such Event of Default has
          been cured or waived prior to such date. If an Event of Default
          specified in clause (g) above with respect to the Corporation occurs
          and is continuing, then the principal of, premium, if any, and accrued
          interest on all of the outstanding Notes will become and be
          immediately due and payable without any declaration or further action
          on the part of the Trustee or any Holder of Notes.

          After a declaration of acceleration, but before 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 Notes then
          outstanding, by written Notice to the Corporation and the Trustee, may
          rescind such declaration if (a) the Corporation has paid or deposited
          with the Trustee a sum sufficient to pay (i) all sums paid or advanced
          by the Trustee under the Indenture and the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents and
          counsel, (ii) all overdue interest on all Notes, (iii) the principal
          of and premium, if any, on any Notes which have become due otherwise
          than by such declaration of acceleration and interest thereon at the
          rate borne by the Notes, and (iv) to the extent that payment of such
          interest is lawful, interest upon overdue interest at the rate borne
          by the Notes, and (b) all Events of Default, other than the non-
          payment of principal of, premium, if any, and interest on the Notes
          that has become due solely by such declaration of acceleration, have
          been cured or waived as provided in the Indenture.


                                  ARTICLE SIX

                       DEFEASANCE PROVISIONS APPLICABLE
                          TO THE NOTES AND DISCHARGE

     SECTION 6.01.  DEFEASANCE PROVISIONS OF ORIGINAL INDENTURE NOT APPLICABLE
TO THE NOTES.  The provisions of Sections 11.01, 11.02 and 11.03 of the Original
Indenture shall not apply to the Notes.

     SECTION 6.02.  LEGAL DEFEASANCE OF THE NOTES. Upon deposit with the
Trustee, in trust, at or before maturity, of money or securities of the kind and
in the necessary amount (as provided in Section 11.04 of the Original Indenture
and confirmed by a nationally recognized firm of independent public accountants)
to pay or redeem Outstanding Notes (whether upon or prior to their Stated
Maturity or any Redemption Date applicable thereto (provided that if the Notes
are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given as provided in Article Three of the Original Indenture or
provisions satisfactory to the Trustee shall have been made for the giving of
such notice), and compliance by the Corporation with the provisions of Section
6.04 of this First Supplemental Indenture, the obligation of the Corporation
duly and punctually to pay or cause to be paid the principal of and any interest
and premium in respect of the Notes and all liability of the Corporation in
respect of such payment shall cease, terminate and be completely discharged;
provided that such discharge shall not apply to (a) the rights of the Holders of
the Notes to receive payments in respect of the principal of, premium, if any,
and interest on the Notes when such payments are due, only out of the money or
securities deposited with the Trustee as aforesaid for their payment, (b) the
Corporation's obligation to issue temporary Notes, register the transfer or
exchange of any Notes, replace mutilated, destroyed, lost or stolen Notes and
maintain an office or agency for payments in

                                     -35-
<PAGE>

respect of the Notes, (c) the rights, powers, trusts, duties and immunities of
the Trustee or (d) the requirement for the Corporation to comply with the
provisions of this Article Six.

     SECTION 6.03.  COVENANT DEFEASANCE OF THE NOTES.   Upon (a) the deposit
with the Trustee, in trust, prior to maturity of money or securities of the kind
and in the necessary amount (as provided in Section 11.04 of the Original
Indenture and confirmed by a nationally recognized firm of independent public
accountants) to pay or redeem Outstanding Notes (whether upon or prior to their
Stated Maturity or any applicable Redemption Date therefor, provided that if
such Notes are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article Three of the Original
Indenture or provision satisfactory to the Trustee shall have been made for the
giving of such notice) and (b)compliance by the Corporation with the provisions
of Section 6.04 of this First Supplemental Indenture, all of the obligations
covenants and agreements of the Corporation with respect to the Notes set forth
in Section 4.02, 4.04 and 4.05 of the Original Indenture and in Article Two of
this First Supplemental Indenture shall cease, terminate and be completely
discharged.

     SECTION 6.04.  ADDITIONAL CONDITIONS TO LEGAL OR COVENANT DEFEASANCE OF THE
NOTES.  In addition to the requirements for legal or covenant defeasance set
forth in Sections 6.02 and 6.03 of this First Supplemental Indenture, the
following conditions precedent shall also apply: (a) the Corporation shall have
delivered to the Trustee an opinion of independent counsel in the United States
to the effect that the Holders of the Outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such legal
defeasance or covenant defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such legal defeasance or covenant defeasance had not occurred (in
the case of legal defeasance under Section 6.02 of this First Supplemental
Indenture, such opinion must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable federal income tax laws); (b) no
Default shall have occurred and be continuing on the date of such deposit with
respect to any of the events set forth in subsections (e) or (f) of Section 6.01
of the Original Indenture or subsections (e) or (f) of Section 5.01 of this
First Supplemental Indenture at any time during the period ending on the 91st
day after the date of deposit; (c) such legal defeasance or covenant defeasance
shall not cause the Trustee to have a conflicting interest with respect to any
securities of the Corporation; (d) such legal defeasance or covenant defeasance
shall not result in a breach or violation of, or constitute a default under, any
material agreement or instrument to which the Corporation is a party or by which
it is bound; (e) such legal defeasance or covenant defeasance shall not result
in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, unless such trust
shall be registered under such Act or exempt from registration thereunder; (f)
the Corporation shall have delivered to the Trustee an opinion of independent
counsel in the United States 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; (g) the Corporation shall have delivered to the Trustee an
officers' certificate stating that the deposit was not made by the Corporation
with the intent of preferring the Holders of the Notes over the other creditors
of the Corporation with the intent of defeating, hindering, delaying or
defrauding creditors of the Corporation or others; (h) no event or condition
shall exist that would prevent the Corporation from making payments of the
principal of, premium, if any, and interest on the Notes on the date of such
deposit or at time ending on the 91st day after the date of such deposit; and
(x) the Corporation shall have delivered to the Trustee an officers' certificate
and an opinion of counsel, each stating that all conditions precedent under the
Indenture to either legal defeasance or covenant defeasance, as the case may be,
have been complied with.

     SECTION 6.05.  SATISFACTION AND DISCHARGE OF FIRST SUPPLEMENTAL INDENTURE.
The First Supplemental Indenture shall cease to be of further effect (except as
to any surviving rights of transfer or  exchange of Notes expressly provided for
in the Indenture), and the Trustee, on demand of the Corporation,

                                     -36-
<PAGE>

shall execute proper instruments acknowledging satisfaction and discharge of
this First Supplemental Indenture, when

     (1)  either:

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

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

               (i)    have become due and payable, or

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

               (iii)  are to be called for redemption within one year and
                      provision satisfactory to the Trustee for the giving of
                      notice of redemption shall have been made,

          and the Corporation, in the case of (i), (ii) or (iii) above, has
          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 Notes not theretofore delivered to the
          Trustee canceled or for cancellation, for principal (and premium, if
          any) and interest to the date of such deposit (in the case of Notes
          which have become due and payable), or to the Stated Maturity or
          Redemption Date, as the case may be;

     (2)  the Corporation has paid or caused to be paid all other sums payable
          hereunder by the Corporation; and

     (3)  the Corporation has delivered to the Trustee such certificates and
          opinions, if any, as the Trustee shall reasonably require to the
          effect that all conditions precedent herein provided for relating to
          the satisfaction and discharge of the Corporation's obligations under
          this First Supplemental Indenture have been complied with.

     SECTION 6.06.  APPLICATION OF TRUST MONEY.   All money deposited with the
Trustee pursuant to Section 6.05 of this First Supplemental Indenture shall be
held  in trust and applied by it to the payment, either directly or through any
Paying Agent (including the Corporation acting as its own Paying Agent), as the
Trustee may determine, to the Holders of the Notes for whose payment or
redemption such money has been deposited with the Trustee, of all sums due and
to become due thereon for principal (and premium, if any) and interest.


                                 ARTICLE SEVEN

                          MODIFICATION AND AMENDMENT

     SECTION 7.01.  ADDITIONAL PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE
ENTERED INTO WITHOUT CONSENT OF HOLDERS OF NOTES.  Without the consent of the
Holders of any Notes, the Corporation and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental

                                     -37-
<PAGE>

hereto (which shall comply with the provisions of the Trust Indenture Act of
1939 as then in effect) for the purposes set forth in Section 10.01 of the
Original Indenture and for the purpose of securing the Notes or adding a
guarantor under the Indenture, provided, however, that in the case of clause (g)
of the Original Indenture, such provisions shall not adversely affect the
Holders of the Notes.

     SECTION 7.02.  MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF EACH
OUTSTANDING NOTE AFFECTED THEREBY.  In addition to clauses (a) through (d)
inclusive of Section 10.02 of the  Original Indenture, no amendment or
modification of the Indenture or the Notes shall, without the consent of the
Holder of each outstanding Note affected thereby:

     (a) alter the optional redemption or repurchase provisions of any such Note
         or the Indenture in a manner adverse to the Holders of the Notes;

     (b) change the place of payment of principal of (or premium on) or interest
         on any such Note;

     (c) modify any provisions of the Indenture relating to the waiver of past
         defaults (other than to add sections of the Indenture or the Notes
         subject thereto);

     (d) waive a default in the payment of principal of, premium, if any, or
         interest on, or redemption payment with respect to, the Notes (except a
         rescission of acceleration of the Notes by the Holders thereof as
         provided in the Indenture and a waiver of the payment default that
         resulted from such acceleration);

     (e) modify the ranking or priority of any Note; or

     (f) following the occurrence of a Change of Control or Asset Sale, modify
         the provisions of any covenant (or the related definitions) in the
         Indenture requiring the Corporation to make and consummate a Change of
         Control Offer in respect of such Change of Control or Asset Sale Offer
         in respect of an Asset Sale or modify any of the provisions or
         definitions with respect thereto in a manner materially adverse to the
         Holders of each outstanding Note affected thereby.


                                 ARTICLE EIGHT

                           MISCELLANEOUS PROVISIONS

     SECTION 8.01. PROVISIONS OF THE ORIGINAL INDENTURE. Except insofar as
herein otherwise expressly provided, all the definitions, provisions, terms and
conditions of the  Original Indenture shall be deemed to be incorporated in and
made a part of this First Supplemental Indenture; and the Original Indenture, as
amended and supplemented by this First Supplemental Indenture, is in all
respects ratified and confirmed, and the Original Indenture and this First
Supplemental Indenture shall be read, taken and considered as one and the same
instrument for all purposes and every  Holder of the Notes authenticated and
delivered under the Indenture shall be bound hereby; provided, however, that to
the extent terms or provisions of this First Supplemental Indenture conflict
with or are inconsistent with terms or provisions in the Original Indenture, the
terms and provisions of this First Supplemental Indenture shall govern.

     SECTION 8.02.  LIMITATION OF SUITS BY HOLDERS OF NOTES.  No Holder of any
Notes shall have any right by virtue of any provision of the Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to the Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of a

                                     -38-
<PAGE>

continuing Event of Default as provided in the Indenture, and unless also the
Holders of not less that 25% in principal amount of the Notes then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby (including the reasonable fees of
counsel for the Trustee), and the Trustee, for 15 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written request shall have been given to the Trustee pursuant to this
Section 8.02; it being understood and intended, and being expressly covenanted
by the taker and Holder of every Security with every other taker and Holder and
the Trustee, that no one or more Holders of Securities shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of the Holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities. For the protection and enforcement of the provisions of
this Section 8.02, each and every Holder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

     SECTION 8.03.  SEPARABILITY OF INVALID PROVISIONS.  In case any one or more
of the provisions contained in this First Supplemental Indenture should be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions contained in this First
Supplemental Indenture, and to the extent and only to the extent that any such
provision is invalid, illegal or unenforceable, this First Supplemental
Indenture shall be construed as if such provision had never been contained
herein.

                                     -39-
<PAGE>

     SECTION 8.04.  EXECUTION IN COUNTERPARTS.  This First Supplemental
Indenture may be simultaneously executed and delivered in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original; but such counterparts shall together constitute but one and the
same instrument.

     IN WITNESS WHEREOF, CB RICHARD ELLIS SERVICES, INC. has caused this First
Supplemental Indenture to be signed by its Chairman of the Board or one of its
Vice Presidents and STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, NATIONAL
ASSOCIATION has caused this Indenture to be signed by one of its Vice Presidents
and one of its Assistant Secretaries.


                               CB RICHARD ELLIS SERVICES, INC.


                               By _____________________________________


                               STATE STREET BANK AND TRUST COMPANY OF
                               CALIFORNIA, NATIONAL ASSOCIATION, as Trustee


                               By _____________________________________

                               By _____________________________________

                                      -40-
<PAGE>

                                   EXHIBIT A

$____________                                                       R-__________
                                                            CUSIP No. __________

                        CB RICHARD ELLIS SERVICES, INC.
                   8 7/8% SENIOR SUBORDINATED NOTE DUE 2006

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC"), TO CB RICHARD ELLIS SERVICES, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]*

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY
NOMINEE OF DTC TO A SUCCESSOR DEPOSITARY OR ANY NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.]*

     CB RICHARD ELLIS SERVICES, INC. (herein referred to as "CB Richard Ellis"),
a corporation duly organized and existing under the laws of the State of
Delaware, for value received, hereby promises to pay to __________________, or
registered assigns, the principal sum of $____________ on June 1, 2006, in
lawful money of the United States of America and to pay interest (computed on
the basis of a 360-day year of twelve 30-day months) thereon in like money from
_________**, 1998 OR FROM THE MOST RECENT INTEREST PAYMENT DATE (HEREINAFTER
DEFINED) TO WHICH INTEREST HAS BEEN PAID OR DULY PROVIDED FOR UNTIL PAYMENT OF
SUCH PRINCIPAL SUM, AT THE RATE OF 8 7/8% PER ANNUM, PAYABLE ON EACH JUNE 1 AND
DECEMBER 1, COMMENCING DECEMBER 1, 1998 (THE "INTEREST PAYMENT DATES").

     THE PRINCIPAL HEREOF IS PAYABLE UPON PRESENTATION AND SURRENDER OF THIS
NOTE AT THE OFFICE OF STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,
NATIONAL ASSOCIATION, AS TRUSTEE (HEREIN CALLED THE "TRUSTEE") IN NEW YORK CITY,
NEW YORK.  INTEREST ON THIS NOTE MAY BE PAYABLE BY CHECK OR DRAFT MAILED TO THE
PERSON IN WHOSE NAME THIS NOTE IS REGISTERED AT THE CLOSE OF BUSINESS OF THE
RECORD DATE FOR SUCH INTEREST PAYMENT AT SUCH PERSON'S ADDRESS AS IT APPEARS ON
THE REGISTRATION BOOKS OF THE TRUSTEE.  THE RECORD DATES FOR THE NOTES ARE MAY
15 AND NOVEMBER 15, RESPECTIVELY.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF FULLY SET FORTH AT THIS PLACE.

______________

*    To be included only if this Note is issued as a Global Note.

**   Insert Date of Issuance

                                     -41-
<PAGE>

     THIS NOTE SHALL NOT BE ENTITLED TO ANY BENEFIT UNDER THE INDENTURE
(HEREINAFTER DEFINED), OR BECOME VALID OR OBLIGATORY FOR ANY PURPOSE, UNTIL THE
CERTIFICATE OF AUTHENTICATION HEREON ENDORSED SHALL HAVE BEEN EXECUTED BY MANUAL
SIGNATURE BY THE TRUSTEE.

     IN WITNESS WHEREOF, CB RICHARD ELLIS SERVICES, INC. HAS CAUSED THIS NOTE TO
BE SIGNED BY ONE OF ITS SENIOR EXECUTIVE VICE PRESIDENTS MANUALLY OR IN
FACSIMILE AND ITS CORPORATE SEAL TO BE IMPRINTED HEREON AND ATTESTED BY THE
MANUAL OR FACSIMILE SIGNATURE OF ITS SECRETARY OR AN ASSISTANT SECRETARY.

                         CB RICHARD ELLIS SERVICES, INC.



                         BY: ____________________________________



     ATTEST:  _______________________
              ASSISTANT SECRETARY

DATED: MAY 26, 1998

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE SECURITIES, OF THE
SERIES DESIGNATED HEREIN, DESCRIBED IN
THE WITHIN-MENTIONED INDENTURE.

STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, NATIONAL ASSOCIATION, AS TRUSTEE


BY: ___________________________
     AUTHORIZED OFFICER

                                     -42-
<PAGE>

                               (REVERSE OF NOTE)
                        CB RICHARD ELLIS SERVICES, INC.
                   8 7/8% SENIOR SUBORDINATED NOTE DUE 2006


This Note is one of a duly authorized issue of securities of CB Richard Ellis,
not limited in aggregate principal amount, all issued or to be issued in one or
more series of varying dates, numbers, interest rates and other provisions,
under an Indenture dated as of May 26, 1998, as amended by the First
Supplemental Indenture dated as of May 26, 1998, (such Indenture as so amended
being herein referred to as the "Indenture"), each being between CB Richard
Ellis and the Trustee.  Capitalized terms used and not otherwise defined herein
have the meaning set forth in the Indenture.  This Note is one of a series of
Notes designated as its "8 7/8% Senior Subordinated Notes Due 2006" aggregating
$175,000,000 in principal amount (herein called the "Notes").

Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the rights, obligations, duties and immunities
thereunder of CB Richard Ellis, the Trustee and the Holders of the Notes, to all
of the provisions of which Indenture the registered owner of this Note, by
acceptance hereof, assents and agrees.  The Indenture contains provisions
permitting CB Richard Ellis and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the Securities (which
term is defined in the Indenture as any security or securities of CB Richard
Ellis, authenticated and delivered under the Indenture) at the time Outstanding
and affected by such supplemental indenture (voting as one class), to execute
one or more supplemental indentures for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
Holders of such Securities; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
(including the Notes) affected thereby: (1) change the fixed maturity or
redemption date of any Note, or reduce the rate of interest on any Note or the
method of determining such rate of interest or extend the time of payment of
interest, or reduce the principal amount thereof, or reduce any premium payable
on the redemption thereof, or change the coin or currency in which the Notes or
the interest thereon is payable or impair the right to institute suit for the
enforcement of any such payment on or after the maturity thereof (or, in the
case of redemption, on or after the redemption date), (2) reduce the aforesaid
percentage of Holders of the Outstanding Securities whose consent is required
for the execution of such supplemental indenture, or the consent of the Holders
of which is required for any waiver provided for in the Indenture, (3) change
the time of payment or reduce the amount of any minimum sinking account or fund
payment or (4) modify any provisions of the Indenture relating to the amendment
thereof or the creation of a supplemental indenture (except to increase the
rights of the Holders).  It is also provided in the Indenture that the Holders
of a majority in principal amount of the Notes may waive any past Event of
Default with respect to the Notes and its consequences, except a continuing
default in the payment of the principal of or interest on the Notes or in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of the registered owner of each Note so affected.
In addition, the First Supplemental Indenture provides that no  modification or
amendment of the Indenture or the Notes may be made without the consent of the
Holder of each Outstanding Note affected thereby to (a) alter the optional
redemption or repurchase provisions of any such Note or the Indenture in a
manner adverse to the Holders of the Notes, (b) change the place of payment of
principal of (or premium on) or interest on any such Note;, (c) modify any
provision of the Indenture relating to the waiver of past defaults (other than
to add sections of the Indenture or the Notes subject thereto), (d) waive a
default in the payment of the principal of, premium, if any, or interest on, or
redemption payment with respect to, the Notes (except a rescission or
acceleration of the Notes by the Holders thereof as provided in the Indenture
and a waiver of a payment default that resulted from such acceleration), (e)
modify the ranking or priority of any Note or (f) following the occurrence of a
Change of Control or Asset Sale, modify the provisions of any covenant (or the
related definitions) in the Indenture requiring the Corporation to make and
consummate a Change of Control Offer in respect of such Change of

                                      -43-
<PAGE>

Control or Asset Sale Offer in respect of an Asset Sale or modify any of the
provisions or definitions with respect thereto in a manner materially adverse to
the Holders of each outstanding Note affected thereby.

The Notes will be redeemable, at the option of CB Richard Ellis, in whole or in
part, at any time on or after June 1, 2002, at the redemption prices (expressed
as a percentage of principal amount) set forth herein, together with accrued and
unpaid interest thereon, if any, to the date of redemption, if redeemed during
the 12-month period beginning on June 1 of the years below:



                         Year             Percentage Price
                         ----             ----------------

                2002..................            104.438%
                2003..................            102.958%
                2004..................            101.479%
                2005 and thereafter...            100.000%



On or prior to June 1, 2001, CB Richard Ellis may redeem, at any time or from
time to time, up to 35% of the aggregate principal amount of the Notes
originally issued at a redemption price equal to 108 7/8% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the date of
redemption, with the net cash proceeds of one or more Public Equity Offerings,
provided, however, that at least $113,750,000 in aggregate principal amount of
Notes remains outstanding immediately after giving effect to each such
redemption.

Notice of redemption will be mailed at least 30 days but not more than 60 days
prior to the redemption date to each registered owner of Notes to be redeemed at
its registered address.  Notes which are called for redemption (unless CB
Richard Ellis shall default in the payment thereof) shall cease to be entitled
to the benefits of the Indenture and shall cease to bear interest from and after
the date fixed for redemption.

The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, expressly subordinate in right of payment to the
prior payment in full of the Senior Indebtedness, whether outstanding on the
date of the Indenture or thereafter incurred, and this Note is issued subject to
the provisions of the Indenture with respect to such subordination. The
Corporation agrees, and each Holder of a Note by accepting a Note agrees, to the
subordination and authorizes the Trustee to give it effect.

If an Event of Default (as that term is defined in the Indenture) shall occur,
the principal of all Notes and the interest accrued thereon may be declared due
and payable upon the conditions, in the manner and with the effect provided in
the Indenture. The Indenture provides that in certain events such declaration
and its consequences may be waived by the Holders of a majority in aggregate
principal amount of the Notes then Outstanding.

The Notes are issuable in registered form in denominations of $1,000 and any
integral multiple thereof.  Notes may be exchanged for a like aggregate amount
of Notes of other authorized denominations as provided in the Indenture.  This
Note is transferable at the office of the Trustee in New York, New York by the
registered owner hereof in person, or by such registered owner's attorney duly
authorized in writing, on the books of the Trustee, but only in the manner,
subject to the limitations and upon payment of the charges provided in the
Indenture, and upon surrender and cancellation of this Note.  Upon such transfer
a new fully registered Note or Notes of authorized denomination or
denominations, for the same aggregate principal amount will be issued to the
transferee in exchange herefor.

                                      -44-
<PAGE>

CB Richard Ellis, the Trustee and any agent of CB Richard Ellis or the Trustee
may treat the registered owner hereof as the absolute owner of this Note for the
purpose of receiving payment as herein provided and for all other purposes, and
none of CB Richard Ellis, the Trustee or any such agent shall be affected by
notice to the contrary.

THIS NOTE, THE INDENTURE AND THE OBLIGATIONS OF CB RICHARD ELLIS IN RESPECT
HEREOF AND THEREOF ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION, SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).

No recourse shall be had for the payment of the principal of or the interest on
this Note or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as such, past,
present or future of CB Richard Ellis or of any successor thereof, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

                                      -45-
<PAGE>

                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

           TEN COM   --as tenants in common
           TEN ENT   --as tenants by the entireties
           JT TEN    --as joint tenants with right of survivorship and not as
                       tenants in common

           UNIF GIFT MIN ACT--_______ Custodian _______
                                      (Cust)          (Minor)
                                                under Uniform Gifts to Minors
                                      Act __________________
                                                          (State)

Additional abbreviations may also be used though not in the above list.

                               ________________

                                  ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

____________________________________


_________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee

_________________________________________________________________

_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

constituting and appointing _______________________________
attorney to transfer said Note on the books of CB Richard Ellis, with full power
of substitution in the premises.

Dated: _______________

                              __________________


     NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.

                                      -46-