<PAGE>
                                                                     EXHIBIT 4.1

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

                          PETROLEUM HELICOPTERS, INC.,
                                    as Issuer

                           THE GUARANTORS PARTY HERETO


                                       and


                              THE BANK OF NEW YORK,

                                   as Trustee


                                   ----------

                                    Indenture

                           Dated as of April 23, 2002

                                   ----------

                          9 3/8% Senior Notes due 2009


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



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>


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                                                    ARTICLE 1

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.               Definitions.......................................................................1
Section 1.02.               Other Definitions................................................................28
Section 1.03.               Incorporation by Reference of Trust Indenture Act................................29
Section 1.04.               Rules of Construction............................................................30

                                                    ARTICLE 2

                                                    THE NOTES

Section 2.01.               Form and Dating..................................................................31
Section 2.02.               Execution and Authentication.....................................................38
Section 2.03.               Registrar and Paying Agent.......................................................39
Section 2.04.               Paying Agent To Hold Money in Trust..............................................39
Section 2.05.               Noteholder Lists.................................................................40
Section 2.06.               Transfer and Exchange............................................................40
Section 2.07.               Replacement Notes................................................................41
Section 2.08.               Outstanding Notes................................................................41
Section 2.09.               Notes Held by the Company or a Related Person....................................42
Section 2.10.               Temporary Notes..................................................................42
Section 2.11.               Cancellation.....................................................................42
Section 2.12.               Defaulted Interest...............................................................42
Section 2.13.               Persons Deemed Owners............................................................42
Section 2.14.               Computation of Interest..........................................................43
Section 2.15.               CUSIP Numbers....................................................................43
Section 2.16.               Issuance of Additional Notes.....................................................43

                                                    ARTICLE 3

                                                   REDEMPTION

Section 3.01.               Notices to Trustee...............................................................44
Section 3.02.               Selection of Notes To Be Redeemed................................................44
Section 3.03.               Notice of Redemption.............................................................45
Section 3.04.               Effect of Notice of Redemption...................................................45
Section 3.05.               Deposit of Redemption Price......................................................46
Section 3.06.               Notes Redeemed in Part...........................................................46
</Table>


                                       -i-
<PAGE>

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                                                    ARTICLE 4

                                                    COVENANTS

Section 4.01.               Payment of Notes.................................................................46
Section 4.02.               Maintenance of Office or Agency..................................................47
Section 4.03.               Reports to Holders...............................................................47
Section 4.04.               Compliance Certificate...........................................................48
Section 4.05.               Stay, Extension and Usury Laws...................................................48
Section 4.06.               Corporate Existence..............................................................48
Section 4.07.               Notice of Default................................................................49
Section 4.08.               Change of Control................................................................49
Section 4.09.               Conduct of Business..............................................................50
Section 4.10.               Limitations on Additional Indebtedness...........................................50
Section 4.11.               Limitations on Restricted Payments...............................................52
Section 4.12.               Limitation on Dividends and Other Restrictions Affecting Restricted
                               Subsidiaries..................................................................54
Section 4.13.               Limitations on Liens.............................................................56
Section 4.14.               Limitations on Transactions with Affiliates......................................56
Section 4.15.               Limitation on Asset Sales........................................................58
Section 4.16.               Limitation on Designation of Unrestricted Subsidiaries...........................61
Section 4.17.               Additional Note Guarantees.......................................................63
Section 4.18.               Limitation on Layering Indebtedness..............................................63
Section 4.19.               Limitations on the Issuance or Sale of Equity Interests of
                               Restricted Subsidiaries.......................................................64
Section 4.20.               Limitation on Sale and Leaseback Transactions....................................64

                                                    ARTICLE 5

                                                   SUCCESSORS

Section 5.01.               Limitation on Mergers, Consolidation, Etc........................................64
Section 5.02.               Successor Substituted............................................................66

                                                    ARTICLE 6

                                              DEFAULTS AND REMEDIES

Section 6.01.               Events of Default................................................................67
Section 6.02.               Acceleration.....................................................................69
</Table>



                                      -ii-
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<Caption>

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Section 6.03.               Other Remedies...................................................................71
Section 6.04.               Waiver of Past Defaults..........................................................71
Section 6.05.               Control by Majority..............................................................71
Section 6.06.               Limitation on Suits..............................................................71
Section 6.07.               Rights of Holders To Receive Payment.............................................72
Section 6.08.               Collection Suit by Trustee.......................................................72
Section 6.09.               Trustee May File Proofs of Claim.................................................72
Section 6.10.               Priorities.......................................................................73
Section 6.11.               Undertaking for Costs............................................................73

                                                    ARTICLE 7

                                                     TRUSTEE

Section 7.01.               Duties of Trustee................................................................73
Section 7.02.               Rights of Trustee................................................................75
Section 7.03.               Individual Rights of Trustee.....................................................76
Section 7.04.               Trustee's Disclaimer.............................................................76
Section 7.05.               Notice of Defaults...............................................................76
Section 7.06.               Reports by Trustee to Holders....................................................76
Section 7.07.               Compensation and Indemnity.......................................................77
Section 7.08.               Replacement of Trustee...........................................................77
Section 7.09.               Successor Trustee by Merger, Etc.................................................79
Section 7.10.               Eligibility; Disqualification....................................................79
Section 7.11.               Preferential Collection of Claims Against Company................................79

                                                    ARTICLE 8

                                                   DEFEASANCE

Section 8.01.               Option to Effect Defeasance or Covenant Defeasance...............................79
Section 8.02.               Legal Defeasance.................................................................80
Section 8.03.               Covenant Defeasance..............................................................80
Section 8.04.               Conditions to Defeasance or Covenant Defeasance..................................81
Section 8.05.               Termination of the Obligations by Satisfaction or Pursuant to
                               Redemption....................................................................83
Section 8.06.               Application of Trust Money.......................................................84
Section 8.07.               Repayment of the Company.........................................................84
Section 8.08.               Reinstatement....................................................................84
</Table>


                                     -iii-
<PAGE>

<Table>
<Caption>

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                                                    ARTICLE 9

                                      AMENDMENTS, MODIFICATIONS AND WAIVERS

Section 9.01.               Without Consent of Holders.......................................................85
Section 9.02.               With Consent of Holders..........................................................86
Section 9.03.               Compliance with Trust Indenture Act..............................................87
Section 9.04.               Revocation and Effect of Consents................................................87
Section 9.05.               Notation on or Exchange of Notes.................................................88
Section 9.06.               Trustee Protected................................................................88

                                                   ARTICLE 10

                                               GUARANTEE OF NOTES

Section 10.01.              Guarantee........................................................................88
Section 10.02.              Execution and Delivery of Guarantee..............................................89
Section 10.03.              Limitation of Guarantee..........................................................89
Section 10.04.              Release of Guarantor.............................................................90
Section 10.05.              Waiver of Subrogation............................................................90
Section 10.06.              Obligation of Guarantors Unconditional...........................................91
Section 10.07.              Article 10 Not To Prevent Events of Default......................................91
Section 10.08.              Guarantors May Consolidate, Etc., on Certain Terms...............................91

                                                   ARTICLE 11

                                                  MISCELLANEOUS

Section 11.01.              Trust Indenture Act Controls.....................................................92
Section 11.02.              Notices..........................................................................92
Section 11.03.              Communication by Holders with Other Holders......................................93
Section 11.04.              Certificate and Opinion as to Conditions Precedent...............................93
Section 11.05.              Statements Required in Certificate or Opinion....................................94
Section 11.06.              Rules by Trustee and Agents......................................................94
Section 11.07.              Legal Holidays...................................................................94
Section 11.08.              No Personal Liability of Directors, Officers, Employees, and
                               Stockholders..................................................................95
Section 11.09.              Duplicate Originals..............................................................95
Section 11.10.              Governing Law....................................................................95
Section 11.11.              No Adverse Interpretation of Other Agreements....................................95
Section 11.12.              Successors.......................................................................95
</Table>


                                      -iv-
<PAGE>
<Table>
<Caption>

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Section 11.13.              Separability.....................................................................95
Section 11.14.              Benefits of Indenture............................................................96
Section 11.15.              Table of Contents, Headings, Etc.................................................96

                                    EXHIBITS

Exhibit A             -    Form of Note
Exhibit B             -    Form of Guarantee
Exhibit C-1           -    Form of Institutional Accredited Investor Letter
Exhibit C-2           -    Form of Certificate To Be Delivered in Connection with Transfers
                           Pursuant to Regulation S

                                    SCHEDULES


Schedule I            -    Guarantors
Schedule II           -    Unrestricted Subsidiaries on Issue Date
</Table>


                                      -v-

<PAGE>


                              CROSS-REFERENCE TABLE

<Table>
<Caption>



Trust Indenture Act Sections                                                  Indenture Sections
----------------------------                                                  ------------------
<S>                                                                           <C>
Section 310    (a)(1).........................................................7.10
               (a)(2).........................................................7.10
               (b)............................................................7.03; 7.08
Section 311    ...............................................................7.03
Section 313    (a)............................................................7.06
               (c)............................................................7.05; 7.06
Section 314    (a)............................................................12.02
               (a)(4).........................................................4.04
               (b)............................................................N/A
               (c)(1).........................................................N/A
               (c)(2).........................................................N/A
               (d)............................................................N/A
               (e)............................................................12.05
Section 315    (a)............................................................7.01; 7.02
               (b)............................................................7.01; 7.02; 7.05
               (c)............................................................7.01; 7.02
               (d)............................................................7.01; 7.02
Section 316    (a)............................................................6.05; 6.06
               (a)(1)(A)......................................................6.05
               (a)(1)(B)......................................................6.04
               (b)............................................................6.07
Section 317    (a)(1).........................................................6.08
               (a)(2).........................................................6.09
               (b)............................................................2.07
Section 318    (a)............................................................N/A
               (c)............................................................N/A
</Table>




Note:    The Cross-Reference Table shall not for any purpose be deemed to be a
         part of this Indenture.



                                      -vi-
<PAGE>


                  INDENTURE dated as of April 23, 2002 between PETROLEUM
HELICOPTERS, INC., a Louisiana corporation (the "Company"), the Guarantors
signatory hereto (the "Guarantors") and THE BANK OF NEW YORK, a New York banking
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "Trustee").

                  Each party agrees for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Company's 9 3/8% Senior
Notes due 2009 as follows:


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

        Section 1.01. Definitions.

                  "Acquired Indebtedness" means (1) with respect to any Person
that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Company or any Restricted Subsidiary, any Indebtedness of a
Person (other than the Company or a Restricted Subsidiary) existing at the time
such Person is merged with or into the Company or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Company or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

                   "Additional Notes" means any additional Notes having
identical terms and conditions to the Notes issued pursuant to Article 2 and in
compliance with Section 4.10 of this Indenture.

                  "Affiliate" of any Person means any other Person which
directly or indirectly controls or is controlled by, or is under direct or
indirect common control with, the referent Person. For purposes of Section 4.14
of this Indenture, Affiliates shall be deemed to include, with respect to any
Person, any other Person (1) which beneficially owns or holds, directly or
indirectly, 10% or more of any class of the Voting Stock of the referent Person,
(2) of which 10% or more of the Voting Stock is beneficially owned or held,
directly or indirectly, by the referent Person or (3) with respect to an
individual, any immediate family member of such Person. For purposes of this
definition, "control" of a Person shall mean the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.


<PAGE>
                                      -2-


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

                  "amend" means to amend, supplement, restate, amend and restate
or otherwise modify; and "amendment" shall have a correlative meaning.

                  "asset" means any asset or property.

                  "Asset Acquisition" means

         (1) an Investment by the Company or any Restricted Subsidiary of the
         Company in any other Person if, as a result of such Investment, such
         Person shall become a Restricted Subsidiary of the Company, or shall be
         merged or consolidated with or into the Company or any Restricted
         Subsidiary of the Company,

         (2) the acquisition by the Company or any Restricted Subsidiary of the
         Company of all or substantially all of the assets of any other Person
         or any division or line of business of any other Person, or

         (3) the acquisition by the Company or any Restricted Subsidiary of an
         asset.

                  "Asset Sale" means any sale, issuance, conveyance, transfer,
lease, assignment or other disposition by the Company or any Restricted
Subsidiary to any Person other than the Company or any Restricted Subsidiary
(including by means of a Sale and Leaseback Transaction or a merger or
consolidation) (collectively, for purposes of this definition, a "transfer"), in
one transaction or a series of related transactions, of any assets of the
Company or any of its Restricted Subsidiaries other than in the ordinary course
of business. For purposes of this definition, the term "Asset Sale" shall not
include:

         (1) transfers of cash or Cash Equivalents;

         (2) transfers of assets (including Equity Interests) that are governed
         by, and made in accordance with, Section 5.01 of this Indenture;

         (3) Permitted Investments and Restricted Payments permitted under
         Section 4.11 of this Indenture;

         (4) the creation or realization of any Permitted Lien;

         (5) transfers of damaged, worn-out or obsolete equipment or assets
         that, in the Company's reasonable judgment, are no longer used or
         useful in the business of the Company or its Restricted Subsidiaries;




<PAGE>
                                      -3-


         (6) any transfer that, but for this clause, would be an Asset Sale, if
         after giving effect to all such transfers, the aggregate Fair Market
         Value of the assets transferred in such transactions does not exceed
         $5.0 million in the aggregate during the preceding 12 month period; and

         (7) any transfer of assets acquired substantially contemporaneously
         with such transfer.

                  "Attributable Indebtedness", when used with respect to any
Sale and Leaseback Transaction, means, as at the time of determination, the
present value (discounted at a rate equivalent to the Company's then-current
weighted average cost of funds for borrowed money as at the time of
determination, compounded on a semi-annual basis) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in any such Sale and Leaseback Transaction.

                  "Bankruptcy Law" means Title 11 of the United States Code, as
amended, or any similar federal, state or foreign law for the relief of debtors.

                  "Board of Directors" means, with respect to any Person, the
board of directors or comparable governing body of such Person.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which banking institutions in New York are authorized or required
by law to close.

                  "Capitalized Lease" means a lease required to be capitalized
for financial reporting purposes in accordance with GAAP.

                  "Capitalized Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under a Capitalized
Lease, and the amount of such obligation shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Cash Equivalents" means:

         (1) marketable obligations with a maturity of not more than one year
         from the date of acquisition and 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);

         (2) demand and time deposits and certificates of deposit or acceptances
         with a maturity of 365 days or less of any financial institution that
         is a member of the Federal Reserve System having combined capital and
         surplus and undivided profits of


<PAGE>
                                      -4-


         not less than $500 million and is assigned at least a "B" rating by
         Thomson Financial BankWatch;

         (3) commercial paper maturing no more than 270 days from the date of
         creation thereof issued by a corporation that is not the Company or an
         Affiliate of the Company and is organized under the laws of any State
         of the United States of America or the District of Columbia and rated
         at least A-1 by S&P or at least P-1 by Moody's;

         (4) repurchase obligations with a term of not more than ten days for
         underlying securities of the types described in clause (1) above
         entered into with any commercial bank meeting the specifications of
         clause (2) above;

         (5) investments in money market or other mutual funds substantially all
         of whose assets comprise securities of the types described in clauses
         (1) through (4) above;

         (6) overnight bank deposits and bankers' acceptances at any commercial
         bank meeting the qualifications specified in clause (2) above; and

         (7) deposits available for withdrawal on demand with any commercial
         bank not meeting the qualifications specified in clause (2) above but
         which is organized under the laws of (a) any country that is a member
         of the Organization for Economic Cooperation and Development ("OECD")
         and has total assets in excess of $500.0 million or (b) any other
         country in which the Company or any Restricted Subsidiary maintains an
         office or is engaged in the Permitted Business, provided that, in
         either case, (A) all such deposits are required to be made in such
         accounts in the ordinary course of business, (B) such deposits do not
         at any one time exceed $5.0 million in the aggregate and (C) no funds
         so deposited remain on deposit in such bank for more than 30 days.

                  "Certificated Registered Note" means any Note that is not a
Global Note and that is registered in the Register, and that is substantially in
the form of the Note attached hereto as Exhibit A.

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

         (1) any "person" or "group" (as such terms are used in Sections 13(d)
         and 14(d) of the Exchange Act), other than one or more Permitted
         Holders, is or becomes the beneficial owner (as defined in Rules 13d-3
         and 13d-5 under the Exchange Act), directly or indirectly, of Voting
         Stock representing more than 50% of the voting power of the total
         outstanding Voting Stock of the Company; provided, however, that such
         event shall not be deemed to be a Change of Control so long as the
         Permitted Holders


<PAGE>
                                      -5-


         own Voting Stock representing in the aggregate a greater percentage of
         the total voting power of the Voting Stock of the Company than such
         other person or group;

         (2) during any period of two consecutive years, individuals who at the
         beginning of such period constituted the Board of Directors (together
         with any new directors whose election to such Board of Directors or
         whose nomination for election by the stockholders of the Company was
         approved by a vote of the majority of the directors of the Company then
         still in office who were either directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved) cease for any reason to constitute a majority of the Board of
         Directors of the Company;

         (3) (a) all or substantially all of the assets of the Company and the
         Restricted Subsidiaries on a consolidated basis are sold or otherwise
         transferred to any Person other than a Wholly-Owned Restricted
         Subsidiary or one or more Permitted Holders or (b) the Company
         consolidates or merges with or into another Person or any Person
         consolidates or merges with or into the Company, in either case under
         this clause (3), in one transaction or a series of related transactions
         in which immediately after the consummation thereof Persons owning
         Voting Stock representing in the aggregate a majority of the total
         voting power of the Voting Stock of the Company immediately prior to
         such consummation do not own Voting Stock representing a majority of
         the total voting power of the Voting Stock of the Company or the
         surviving or transferee Person; or

         (4) the Company shall adopt a plan of liquidation or dissolution or any
         such plan shall be approved by the stockholders of the Company.

                  "Company" means Petroleum Helicopters, Inc. until a successor
replaces it pursuant to the applicable provisions hereof and thereafter means
the successor.

                  "Company Request" means any written request delivered to the
Trustee and signed in the name of the Company by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, any Vice President, the
Chief Financial Officer or the Treasurer of the Company and attested to by the
Secretary or any Assistant Secretary of the Company.

                  "Consolidated Amortization Expense" for any period means the
amortization expense of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Cash Flow" for any period means, without
duplication, the sum of the amounts for such period of

         (1) Consolidated Net Income, plus


<PAGE>
                                      -6-


         (2) in each case only to the extent (and in the same proportion)
         deducted in determining Consolidated Net Income,

                  (a) Consolidated Income Tax Expense,

                  (b) Consolidated Amortization Expense (but only to the extent
         not included in Consolidated Interest Expense), (c) Consolidated
         Depreciation Expense,

                  (d) Consolidated Interest Expense, and

                  (e) all other non-cash items reducing the Consolidated Net
         Income (excluding any non-cash charge that results in an accrual of a
         reserve for cash charges in any future period) for such period,

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

         (3) the aggregate amount of all non-cash items, determined on a
         consolidated basis, to the extent such items increased Consolidated Net
         Income for such period,

provided that there shall be excluded from Consolidated Cash Flow (to the extent
otherwise included therein) any positive Consolidated Cash Flow derived from any
Restricted Subsidiary during such period to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary of
that Consolidated Cash Flow is not permitted directly or indirectly by any
means, by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary during such period.

                  "Consolidated Depreciation Expense" for any period means the
depreciation expense of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Income Tax Expense" for any period means the
provision for taxes of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Interest Coverage Ratio" means the ratio of
Consolidated Cash Flow during the most recent four consecutive full fiscal
quarters for which financial statements are available (the "Four-Quarter
Period") ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Interest Coverage Ratio (the "Transaction



<PAGE>
                                      -7-


Date") to Consolidated Interest Expense for the Four-Quarter Period. For
purposes of this definition, Consolidated Cash Flow and Consolidated Interest
Expense shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

         (1) the incurrence of any Indebtedness or the issuance of any
         Disqualified Equity Interests of the Company or any Preferred Stock of
         any Restricted Subsidiary (and the application of the proceeds thereof)
         and any repayment of other Indebtedness or redemption of other
         Preferred Stock (and the application of the proceeds thereof) (other
         than the incurrence or repayment of Indebtedness in the ordinary course
         of business for working capital purposes pursuant to any revolving
         credit arrangement) occurring during the Four-Quarter Period or at any
         time subsequent to the last day of the Four-Quarter Period and on or
         prior to the Transaction Date, as if such incurrence, repayment,
         issuance or redemption, as the case may be, (and the application of the
         proceeds thereof) occurred on the first day of the Four-Quarter Period;
         and

         (2) any Asset Sale or other disposition or Asset Acquisition
         (including, without limitation, any Asset Acquisition giving rise to
         the need to make such calculation as a result of the Company or any
         Restricted Subsidiary (including any Person who becomes a Restricted
         Subsidiary as a result of such Asset Acquisition) incurring Acquired
         Indebtedness and also including any Consolidated Cash Flow (including
         any pro forma expense and cost reductions calculated on a basis
         consistent with Regulation S-X under the Exchange Act) associated with
         any such Asset Acquisition) occurring during the Four-Quarter Period or
         at any time subsequent to the last day of the Four-Quarter Period and
         on or prior to the Transaction Date, as if such Asset Sale or Asset
         Acquisition or other disposition (including the incurrence of, or
         assumption of liability for, any such Indebtedness or Acquired
         Indebtedness) occurred on the first day of the Four-Quarter Period.

                  If the Company or any Restricted Subsidiary directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if the
Company or such Restricted Subsidiary had directly incurred or otherwise assumed
such guaranteed Indebtedness.

                  For purposes of calculating the Consolidated Interest Coverage
Ratio prior to the expiration of the first Four-Quarter Period subsequent to the
Issue Date, such calculation shall be on the same as adjusted basis as the as
adjusted financial information is presented in the Offering Memorandum, to the
extent appropriate.

                  In calculating Consolidated Interest Expense for purposes of
determining the denominator (but not the numerator) of this Consolidated
Interest Coverage Ratio:


<PAGE>
                                      -8-


         (1) interest on outstanding Indebtedness determined on a fluctuating
         basis as of the Transaction Date and which will continue to be so
         determined thereafter shall be deemed to have accrued at a fixed rate
         per annum equal to the average of (a) the rate of interest on this
         Indebtedness in effect on the Transaction Date after giving effect to
         any Hedging Obligations then in effect and (b) the average of what the
         applicable rates were (or would have been) as of the last day of each
         of the six months immediately preceding the Transaction Date; and

         (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 deemed to have been
         in effect during the Four-Quarter Period will be the average of (a) the
         rate of interest on this Indebtedness in effect on the Transaction Date
         after giving effect to any Hedging Obligations then in effect and (b)
         the average of what the applicable rates would have been as of the last
         day of each of the six months immediately preceding the Transaction
         Date.

                  "Consolidated Interest Expense" for any period means the sum,
without duplication, of the total interest expense of the Company and the
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP and including without duplication,

         (1) interest components of all payments associated with Capitalized
         Lease Obligations and imputed interest with respect to Attributable
         Indebtedness,

         (2) commissions, discounts and other fees and charges owed with respect
         to letters of credit securing financial obligations, bankers'
         acceptance financing and receivables financings,

         (3) the net payments associated with Hedging Obligations,

         (4) amortization of debt issuance costs, debt discount or premium and
         other financing fees and expenses,

         (5) the interest component of any deferred payment obligations,

         (6) all other non-cash interest expense,

         (7) capitalized interest,

         (8) the product of (a) all dividend payments on any series of
         Disqualified Equity Interests of the Company or any Preferred Stock of
         any Restricted Subsidiary


<PAGE>
                                      -9-


         (other than any such Disqualified Equity Interests or any Preferred
         Stock held by the Company or a Wholly-Owned Restricted Subsidiary),
         multiplied by (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of the Company and the Restricted
         Subsidiaries, expressed as a decimal,

         (9) all interest payable with respect to discontinued operations, and

         (10) all interest on any Indebtedness of any other Person guaranteed by
         the Company or any Restricted Subsidiary.

                  "Consolidated Net Income" for any period means the net income
(or loss) of the Company and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded from such net income (to the extent otherwise included
therein), without duplication:

         (1) the net income (or loss) of any Person (other than a Restricted
         Subsidiary) in which any Person other than the Company and the
         Restricted Subsidiaries has an ownership interest, except to the extent
         that cash in an amount equal to any such income has actually been
         received by the Company or any of the Restricted Subsidiaries during
         such period;

         (2) except to the extent includible in the consolidated net income of
         the Company pursuant to the foregoing clause (1), the net income (or
         loss) of any Person that accrued prior to the date that (a) such Person
         becomes a Restricted Subsidiary or is merged into or consolidated with
         the Company or any Restricted Subsidiary or (b) the assets of such
         Person are acquired by the Company or any Restricted Subsidiary;

         (3) the net income of any Restricted Subsidiary during such period to
         the extent that the declaration or payment of dividends or similar
         distributions by such Restricted Subsidiary of that income is not
         permitted, directly or indirectly by any means, by operation of the
         terms of its charter or any agreement, instrument, judgment, decree,
         order, statute, rule or governmental regulation applicable to that
         Subsidiary during such period, except that the Company's equity in a
         net loss of any such Restricted Subsidiary for such period shall be
         included in determining Consolidated Net Income;

         (4) for the purposes of calculating the Restricted Payments Basket
         only, in the case of a successor to the Company by consolidation,
         merger or transfer of its assets, any income (or loss) of the successor
         prior to such merger, consolidation or transfer of assets;


<PAGE>
                                      -10-


         (5) other than for purposes of calculating the Restricted Payments
         Basket, any gain (or loss), together with any related provisions for
         taxes on any such gain (or the tax effect of any such loss), realized
         during such period by the Company or any Restricted Subsidiary upon (a)
         the acquisition of any securities, or the extinguishment of any
         Indebtedness, of the Company or any Restricted Subsidiary or (b) any
         Asset Sale by the Company or any Restricted Subsidiary; and

         (6) other than for purposes of calculating the Restricted Payments
         Basket, any extraordinary gain (or extraordinary loss), together with
         any related provision for taxes on any such extraordinary gain (or the
         tax effect of any such extraordinary loss), realized by the Company or
         any Restricted Subsidiary during such period.

In addition, any return of capital with respect to an Investment that increased
the Restricted Payments Basket pursuant to Section 4.11(a)(3)(D) of this
Indenture or decreased the amount of Investments outstanding pursuant to clause
(12) or (13) of the definition of "Permitted Investments" shall be excluded from
Consolidated Net Income for purposes of calculating the Restricted Payments
Basket.

                  "Consolidated Net Tangible Assets" means, as of any date of
determination, the total assets, less goodwill and other intangibles (other than
patents, trademarks, copyrights, licenses and other intellectual property),
shown on the balance sheet of the Company and the Restricted Subsidiaries for
the most recently ended fiscal quarter for which financial statements are
available, determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Net Worth" means, with respect to any Person as
of any date, the consolidated stockholders' equity of such Person, determined on
a consolidated basis in accordance with GAAP, less (without duplication) (1) any
amounts thereof attributable to Disqualified Equity Interests of such Person or
its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within twelve
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such Person.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 11.02 of this Indenture or such
other address as the Trustee may give notice of to the Company.

                  "Coverage Ratio Exception" has the meaning set forth in the
proviso to Section 4.10(a) of this Indenture.

                  "Credit Agreement" means the Credit Agreement to be entered
into by and among the Company, as Borrower, Whitney National Bank, as arranger
and syndication agent,



<PAGE>
                                      -11-


and the other lenders named therein, including any notes, guarantees, collateral
and security documents, instruments and agreements executed in connection
therewith (other than Hedging Obligations related to the Indebtedness incurred
thereunder), and in each case as amended or refinanced from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of borrowings or other
Indebtedness outstanding or available to be borrowed thereunder) all or any
portion of the Indebtedness under such agreement, and any successor or
replacement agreement or agreements with the same or any other agents, creditor,
lender or group of creditors or lenders.

                  "CUSIP number" means the alphanumeric designation assigned to
the Notes by Standard & Poor's Corporation, CUSIP Service Bureau.

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

                  "Default" means (1) any Event of Default or (2) any event, act
or condition that, after notice or the passage of time or both, would be an
Event of Default.

                  "Depositary" or "DTC" means The Depository Trust Company and
any successor to DTC in its capacity as depository for any Notes.

                  "Designation" has the meaning given to this term in Section
4.16 of this Indenture.

                  "Designation Amount" has the meaning given to this term in
Section 4.16 of this Indenture.

                  "Disqualified Equity Interests" of any Person means any Equity
Interests of such Person that, by their terms, or by the terms of any related
agreement or of any security into which they are convertible, puttable or
exchangeable, are, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or mature or are mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations upon maturity,
redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or
otherwise by the delivery of Equity Interests that are not Disqualified Equity
Interests, and that is not convertible, puttable or exchangeable for
Disqualified Equity Interests or Indebtedness, will not be deemed to be
Disqualified Equity Interests so long as such Person satisfies its obligations
with respect thereto solely by the delivery of Equity Interests that are not
Disqualified Equity Interests; provided, further, however, that any Equity
Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders



<PAGE>
                                      -12-


of any security into or for which such Equity Interests are convertible,
exchangeable or exercisable) the right to require the Company to redeem such
Equity Interests upon the occurrence of a change in control occurring prior to
the final maturity date of the Notes shall not constitute Disqualified Equity
Interests if the change in control provisions applicable to such Equity
Interests are no more favorable to such holders than the provisions described in
Section 4.08 of this Indenture and such Equity Interests specifically provide
that the Company will not redeem any such Equity Interests pursuant to such
provisions prior to the Company's purchase of the Notes as required pursuant to
Section 4.08 of this Indenture.

                  "Equity Interests" of any Person means (1) any and all shares
or other equity interests (including common stock, preferred stock, limited
liability company interests and partnership interests) in such Person and (2)
all rights to purchase, warrants or options (whether or not currently
exercisable), participations or other equivalents of or interests in (however
designated) such shares or other interests in such Person.

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

                  "Exchange Notes" means the 9 3/8% Senior Notes due 2009 to be
issued pursuant to this Indenture in connection with (i) a registration
statement pursuant to the Registration Rights Agreement or (ii) with respect to
Initial Notes issued under this Indenture from time to time after the Issue Date
pursuant to Section 2.16, 9 3/8% Senior Notes due 2009 issued pursuant to a
registration rights agreement substantially identical to the Registration Rights
Agreement, in each case substantially in the form of Exhibit A hereto.

                  "Fair Market Value" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) that
would be negotiated in an arm's-length transaction for cash between a willing
seller and a willing and able buyer, neither of which is under any compulsion to
complete the transaction, as such price is determined in good faith by an
officer of the Company, if such price is less than $1.0 million, or the Board of
Directors of the Company or a duly authorized committee thereof, if larger, as
evidenced by a resolution of such Board or committee.

                  "Foreign Subsidiary" means any Restricted Subsidiary of the
Company which (i) is not organized under the laws of (x) the United States or
any state thereof or (y) the District of Columbia and (ii) conducts
substantially all of its business operations outside the United States of
America.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant


<PAGE>
                                      -13-


segment of the accounting profession of the United States, as in effect on the
Issue Date.

                  "guarantee" means a direct or indirect guarantee (other than
by endorsement of negotiable instruments in the ordinary course of business) by
any Person of any Indebtedness of any other Person and includes any obligation,
direct or indirect, contingent or otherwise, of such Person: (1) to purchase or
pay (or advance or supply funds for the purchase or payment of) Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise); or (2)
entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); "guarantee," when used as a verb, and
"guaranteed" have correlative meanings.

                  "Guarantors" means each Restricted Subsidiary of the Company
on the Issue Date, and each other Person that is required to become a Guarantor
by the terms of this Indenture after the Issue Date, in each case, until such
Person is released from its Note Guarantee.

                  "Hedging Obligations" of any Person means the obligations of
such Person pursuant to (1) any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement or other similar agreement or
arrangement designed to protect such Person against fluctuations in interest
rates, (2) agreements or arrangements designed to protect such Person against
fluctuations in foreign currency exchange rates in the conduct of its
operations, or (3) any forward contract, commodity swap agreement, commodity
option agreement or other similar agreement or arrangement designed to protect
such Person against fluctuations in commodity prices, in each case entered into
in the ordinary course of business for bona fide hedging purposes and not for
the purpose of speculation.

                  "Holder" means any registered holder, from time to time, of
the Notes.

                  "incur" means, with respect to any Indebtedness or Obligation,
incur, create, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to such Indebtedness
or Obligation; provided that (1) the Indebtedness of a Person existing at the
time such Person became a Restricted Subsidiary shall be deemed to have been
incurred by such Restricted Subsidiary and (2) neither the accrual of interest
nor the accretion of original issue discount shall be deemed to be an incurrence
of Indebtedness.

                  "Indebtedness" of any Person at any date means, without
duplication:

         (1) all liabilities, contingent or otherwise, of such Person for
         borrowed money (whether or not the recourse of the lender is to the
         whole of the assets of such Person or only to a portion thereof);


<PAGE>
                                      -14-


         (2) all obligations of such Person evidenced by bonds, debentures,
         notes or other similar instruments excluding trade payables and accrued
         expenses incurred by such Person in the ordinary course of business
         that are not more than 90 days overdue;

         (3) all obligations of such Person in respect of letters of credit or
         other similar instruments (or reimbursement obligations with respect
         thereto);

         (4) all obligations of such Person to pay the deferred and unpaid
         purchase price of property or services, except trade payables and
         accrued expenses incurred by such Person in the ordinary course of
         business;

         (5) the maximum fixed redemption or repurchase price of all
         Disqualified Equity Interests of such Person;

         (6) all Capitalized Lease Obligations of such Person;

         (7) all Indebtedness of others secured by a Lien on any asset of such
         Person, whether or not such Indebtedness is assumed by such Person;

         (8) all Indebtedness of others guaranteed by such Person to the extent
         of such guarantee; provided that Indebtedness of the Company or its
         Subsidiaries that is guaranteed by the Company or the Company's
         Subsidiaries shall only be counted once in the calculation of the
         amount of Indebtedness of the Company and its Subsidiaries on a
         consolidated basis;

         (9) all Attributable Indebtedness;

         (10) to the extent not otherwise included in this definition, Hedging
         Obligations of such Person; and

         (11) all obligations of such Person under conditional sale or other
         title retention agreements relating to assets purchased by such Person.

For purposes of calculating the amount of any non-interest-bearing or other
discount security, such Indebtedness shall be deemed to be the principal amount
thereof that would be shown on the balance sheet of the Company thereof dated
such date prepared in accordance with GAAP, but such security shall be deemed to
have been incurred only on the date of the original issuance thereof. The amount
of Indebtedness of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above, the maximum
liability of such Person for any such contingent obligations at such date and,
in the case of clause (7), the lesser of (a) the Fair Market Value of any asset
subject to a Lien securing the Indebtedness of others on the date that the Lien
attaches and (b) the amount of the Indebtedness secured.


<PAGE>
                                      -15-


For purposes of clause (5), the "maximum fixed redemption or repurchase price"
of any Disqualified Equity Interests that do not have a fixed redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Indenture.

                  "Indenture" means this Indenture, as amended, supplemented or
otherwise modified from time to time, in accordance with the terms hereof.

                  "Independent Director" means a director of the Company who

         (1) is independent with respect to the transaction at issue;

         (2) does not have any material financial interest in the Company or any
         of its Affiliates (other than as a result of holding securities of the
         Company); and

         (3) has not and whose Affiliates or affiliated firm has not, at any
         time during the twelve months prior to the taking of any action
         hereunder, directly or indirectly, received, or entered into any
         understanding or agreement to receive, any compensation, payment or
         other benefit, of any type or form, from the Company or any of its
         Affiliates, other than customary directors' fees for serving on the
         Board of Directors of the Company or any Affiliate and reimbursement of
         out-of-pocket expenses for attendance at the Company's or Affiliate's
         board and board committee meetings.

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Company's Board of Directors, qualified to perform
the task for which it has been engaged and disinterested and independent with
respect to the Company and its Affiliates.

                  "Initial Notes" means (i) $200,000,000 aggregate principal
amount of 9 3/8% Senior Notes due 2009 issued on the Issue Date, substantially
in the form of Exhibit A and containing the Securities Act Legend, and (ii)
Additional Notes, in each case substantially in the form of Exhibit A and
containing the Securities Act Legend for so long as such notes constitute
Restricted Notes.

                  "interest" means, with respect to the Notes, interest and
Liquidated Damages, if any, on the Notes.

                  "Investments" of any Person means:

         (1) all direct or indirect investments by such Person in any other
         Person in the form of loans, advances or capital contributions or other
         credit extensions constituting


<PAGE>
                                      -16-


         Indebtedness of such other Person, and any guarantee of Indebtedness of
         any other Person;

         (2) all purchases (or other acquisitions for consideration) by such
         Person of Indebtedness, Equity Interests or other securities of any
         other Person;

         (3) all other items that would be classified as investments on a
         balance sheet of such Person prepared in accordance with GAAP; and

         (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any
Investment (other than an Investment made in cash) shall be the fair market
value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.16 of this Indenture. If the Company or any Subsidiary sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
such that, after giving effect to any such sale or disposition, such Person is
no longer a Subsidiary, the Company shall be deemed to have made an Investment
on the date of any such sale or other disposition equal to the fair market value
of the Equity Interests of and all other Investments in such Subsidiary not sold
or disposed of, which amount shall be determined by the Board of Directors. The
acquisition by the Company or any Restricted Subsidiary of a Person that becomes
a Restricted Subsidiary and that holds an Investment in a third Person shall be
deemed to be an Investment by the Company or such Restricted Subsidiary in the
third Person in an amount equal to the Fair Market Value of the Investment held
by the acquired Person in the third Person. Notwithstanding the foregoing,
purchases or redemptions of Equity Interests of the Company shall be deemed not
to be Investments.

                  "Issue Date" means the date on which the Initial Notes
described in clause (i) of the definition thereof are originally issued.

                  "Lien" means, with respect to any asset, any mortgage, deed of
trust, lien (statutory or other), pledge, lease, easement, restriction,
covenant, charge, security interest or other encumbrance of any kind or nature
in respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement, and any lease in the nature thereof, any option or other agreement to
sell granted as credit support for any Indebtedness and any filing of any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction (other than cautionary filings in respect of operating
leases).

                  "Liquidated Damages" has the meaning set forth in the
Registration Rights Agreement.


<PAGE>
                                      -17-


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

                  "Net Available Proceeds" means, with respect to any Asset
Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of

         (1) brokerage commissions and other fees and expenses (including fees
         and expenses of legal counsel, accountants and investment banks) of
         such Asset Sale;

         (2) provisions for taxes payable as a result of such Asset Sale (after
         taking into account any available tax credits or deductions and any tax
         sharing arrangements);

         (3) amounts required to be paid to any Person (other than the Company
         or any Restricted Subsidiary) owning a beneficial interest in the
         assets subject to the Asset Sale or having a Lien thereon;

         (4) payments of unassumed liabilities (not constituting Indebtedness)
         relating to the assets sold at the time of, or within 30 days after the
         date of, such Asset Sale; and

         (5) appropriate amounts to be provided by the Company or any Restricted
         Subsidiary, as the case may be, as a reserve required in accordance
         with GAAP against any liabilities associated with such Asset Sale and
         retained by the Company or any Restricted Subsidiary, as the case may
         be, after such Asset Sale, including pensions and other postemployment
         benefit liabilities, liabilities related to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale, all as reflected in an Officers' Certificate delivered to
         the Trustee; provided, however, that any amounts remaining after
         adjustments, revaluations or liquidations of such reserves shall
         constitute Net Available Proceeds.

                  "Non-Recourse Debt" means Indebtedness of an Unrestricted
Subsidiary:

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

         (2) no default with respect to which (including any rights that the
         holders thereof may have to take enforcement action against an
         Unrestricted Subsidiary) would permit upon notice, lapse of time or
         both any holder of any other Indebtedness (other than the Notes) of the
         Company or any Restricted Subsidiary to declare a default on the other
         Indebtedness or cause the payment thereof to be accelerated or payable
         prior to its stated maturity; and


<PAGE>
                                      -18-


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

                  "Note Guarantees" means the guarantee of the Notes by the
Guarantors.

                  "Notes" means, collectively, the Initial Notes, the Private
Exchange Notes, if any, and the Unrestricted Notes. For purposes of this
Indenture, all Notes shall vote together as one series of Notes under this
Indenture.

                  "Obligation" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

                  "Offering Memorandum" means the offering memorandum related to
the sale of the Notes dated April 17, 2002.

                  "Officer" means any of the following of the Company: the
Chairman of the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer or the
Secretary.

                  "Officers' Certificate" means a certificate signed by two
Officers.

                  "Opinion of Counsel" means a written opinion from legal
counsel of the Company who may be an employee of or counsel for the Company or
other counsel reasonably acceptable to the Trustee.

                  "Pari Passu Indebtedness" means any Indebtedness of the
Company or any Guarantor that ranks pari passu as to payment with the Notes or
the Note Guarantees, as applicable.

                  "Permitted Business" means the businesses engaged in by the
Company and its Subsidiaries on the Issue Date as described in the Offering
Memorandum and businesses that are reasonably related thereto or reasonable
extensions thereof.

                  "Permitted Holder" means (i) Al Gonsoulin and his spouse and
lineal descendants, their respective estates or legal representatives, (ii)
trusts created for the benefit of such Persons, and (iii) entities 80% or more
of the Voting Stock of which is directly or indirectly owned by any of the
preceding Persons.


<PAGE>
                                      -19-


                  "Permitted Investment" means:

         (1) Investments by the Company or any Restricted Subsidiary in (a) any
         Restricted Subsidiary or (b) any Person that is or will become
         immediately after such Investment a Restricted Subsidiary or that will
         merge or consolidate into the Company or a Restricted Subsidiary;

         (2) Investments in the Company by any Restricted Subsidiary;

         (3) loans and advances to directors, employees and officers of the
         Company and the Restricted Subsidiaries for bona fide business purposes
         and to purchase Equity Interests of the Company not in excess of $3.0
         million at any one time outstanding;

         (4) Hedging Obligations incurred pursuant to Section 4.10(b)(4) of this
         Indenture;

         (5) Cash Equivalents;

         (6) receivables owing to the Company or any Restricted Subsidiary if
         created or acquired in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms; provided,
         however, that such trade terms may include such concessionary trade
         terms as the Company or any such Restricted Subsidiary deems reasonable
         under the circumstances;

         (7) Investments in securities of trade creditors or customers received
         pursuant to any plan of reorganization or similar arrangement upon the
         bankruptcy or insolvency of such trade creditors or customers;

         (8) Investments made by the Company or any Restricted Subsidiary as a
         result of consideration received in connection with an Asset Sale made
         in compliance with Section 4.15 of this Indenture;

         (9) Investments in prepaid expenses, negotiable instruments held for
         collection or deposit and lease, utility and workers compensation,
         performance and similar deposits entered into in the ordinary course of
         business;

         (10) Investments made by the Company or a Restricted Subsidiary for
         consideration consisting only of Qualified Equity Interests of the
         Company;

         (11) stock, obligations or securities received in settlement of debts
         created in the ordinary course of business and owing to the Company or
         any Restricted Subsidiary or in satisfaction of judgments;


<PAGE>
                                      -20-


         (12) Investments in international joint ventures in an aggregate amount
         not to exceed $15.0 million at any one time outstanding (with each
         investment being valued as of the date made and without regard to
         subsequent changes in value); and

         (13) other Investments in an aggregate amount not to exceed $15.0
         million at any one time outstanding (with each Investment being valued
         as of the date made and without regard to subsequent changes in value).

                  The amount of Investments outstanding at any time pursuant to
clause (12) or (13) above shall be deemed to be reduced:

                  (a) upon the disposition or repayment of or return on any
         Investment made pursuant to clause (12) or (13) above, by an amount
         equal to the return of capital with respect to such Investment to the
         Company or any Restricted Subsidiary (to the extent not included in the
         computation of Consolidated Net Income), less the cost of the
         disposition of such Investment and net of taxes; and

                  (b) upon a Redesignation of an Unrestricted Subsidiary as a
         Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair
         Market Value of the Company's proportionate interest in such Subsidiary
         immediately following such Redesignation, and (y) the aggregate amount
         of Investments in such Subsidiary that increased (and did not
         previously decrease) the amount of Investments outstanding pursuant to
         clause (12) or (13) above.

                  "Permitted Liens" means the following types of Liens:

         (1) Liens for taxes, assessments or governmental charges or claims
         either (a) not delinquent or (b) contested in good faith by appropriate
         proceedings and as to which the Company or the Restricted Subsidiaries
         shall have set aside on its books such reserves as may be required
         pursuant to GAAP;

         (2) statutory Liens of landlords and Liens of carriers, warehousemen,
         mechanics, suppliers, materialmen, repairmen and other Liens imposed by
         law incurred in the ordinary course of business for sums not yet
         delinquent or being contested in good faith, if such reserve or other
         appropriate provision, if any, as shall be required by GAAP shall have
         been made in respect thereof;

         (3) Liens incurred or deposits made in the ordinary course of business
         in connection with workers' compensation, unemployment insurance and
         other types of social security, or to secure the performance of
         tenders, statutory obligations, surety and appeal bonds, bids, leases,
         government contracts, performance and return-of-money bonds and other
         similar obligations (exclusive of obligations for the payment of
         borrowed money);


<PAGE>
                                      -21-


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

         (5) judgment Liens not giving rise to a Default so long as such Liens
         are adequately bonded and any appropriate legal proceedings which may
         have been duly initiated for the review of such judgment have not been
         finally terminated or the period within which the proceedings may be
         initiated has not expired;

         (6) easements, rights-of-way, zoning restrictions and other similar
         charges, restrictions or encumbrances in respect of real property or
         immaterial imperfections of title which do not, in the aggregate,
         impair in any material respect the ordinary conduct of the business of
         the Company and the Restricted Subsidiaries taken as a whole;

         (7) Liens securing reimbursement obligations with respect to commercial
         letters of credit which encumber documents and other assets relating to
         such letters of credit and products and proceeds thereof;

         (8) Liens encumbering deposits made to secure obligations arising from
         statutory, regulatory, contractual or warranty requirements of the
         Company or any Restricted Subsidiary, including rights of offset and
         setoff;

         (9) bankers' Liens, rights of setoff and other similar Liens existing
         solely with respect to cash and Cash Equivalents on deposit in one or
         more of accounts maintained by the Company or any Restricted
         Subsidiary, in each case granted in the ordinary course of business in
         favor of the bank or banks with which such accounts are maintained,
         securing amounts owing to such bank with respect to cash management and
         operating account arrangements, including those involving pooled
         accounts and netting arrangements; provided that in no case shall any
         such Liens secure (either directly or indirectly) the repayment of any
         Indebtedness;

         (10) leases or subleases granted to others that do not materially
         interfere with the ordinary course of business of the Company or any
         Restricted Subsidiary;

         (11) Liens arising from filing Uniform Commercial Code financing
         statements regarding leases;

         (12) Liens securing all of the Notes and Liens securing any Note
         Guarantee;

         (13) Liens existing on the Issue Date securing Indebtedness outstanding
         on the Issue Date;


<PAGE>
                                      -22-


         (14) Liens in favor of the Company or a Guarantor;

         (15) Liens securing Indebtedness under a Credit Agreement in an
         aggregate principal amount not to exceed the greater of (a) $50.0
         million and (b) 80% of the book value of accounts receivable plus 50%
         of the book value of inventory of the Company and the Restricted
         Subsidiaries, calculated on a consolidated basis and in accordance with
         GAAP;

         (16) Liens securing Purchase Money Indebtedness;

         (17) Liens securing Acquired Indebtedness permitted to be incurred
         under this Indenture; provided that the Liens do not extend to assets
         not subject to such Lien at the time of acquisition (other than
         improvements and accessions thereto and proceeds thereof);

         (18) Liens on assets of a Person existing at the time such Person is
         acquired or merged with or into or consolidated with the Company or any
         such Restricted Subsidiary (and not created in anticipation or
         contemplation thereof);

         (19) Liens securing Indebtedness of the Company and the Restricted
         Subsidiaries in an aggregate principal amount that, together with
         Indebtedness secured by Liens incurred pursuant to clause (15) of this
         definition, does not exceed 15% of Consolidated Net Tangible Assets;

         (20) Liens to secure Refinancing Indebtedness of Indebtedness secured
         by Liens referred to in the foregoing clauses (13), (15), (16) and
         (17); provided that in each case such Liens do not extend to any
         additional assets (other than improvements or accessions thereto and
         replacements or proceeds thereof);

         (21) Liens to secure Attributable Indebtedness and/or that are
         permitted to be incurred pursuant to Section 4.20 of this Indenture;
         provided that any such Lien shall not extend to or cover any assets of
         the Company or any Restricted Subsidiary other than the assets which
         are the subject of the Sale and Leaseback Transaction in which the
         Attributable Indebtedness is incurred; and

         (22) Liens incurred in the ordinary course of business of the Company
         or any Restricted Subsidiary with respect to obligations (other than
         Indebtedness) that do not in the aggregate exceed $10.0 million at any
         one time outstanding.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint-stock company, trust,


<PAGE>
                                      -23-


unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.

                  "Plan of Liquidation" with respect to any Person, means a plan
that provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

                  "Preferred Stock" means, with respect to any Person, any and
all preferred or preference stock or other equity interests (however designated)
of such Person whether now outstanding or issued after the Issue Date.

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

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

                  "Purchase Money Indebtedness" means Indebtedness, including
Capitalized Lease Obligations, of the Company or any Restricted Subsidiary
incurred for the purpose of financing all or any part of the purchase price of
property, plant or equipment used in the business of the Company or any
Restricted Subsidiary or the cost of installation, construction or improvement
thereof; provided, however, that (1) the amount of such Indebtedness shall not
exceed such purchase price or cost, (2) such Indebtedness shall not be secured
by any asset other than the specified asset being financed or, in the case of
real property, fixtures or helicopters, additions and improvements thereto, the
real property to which such asset is attached and the proceeds thereof and (3)
such Indebtedness shall be incurred within 90 days after such acquisition of
such asset by the Company or such Restricted Subsidiary or such installation,
construction or improvement.

                  "Qualified Equity Interests" means Equity Interests of the
Company other than Disqualified Equity Interests; provided that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of the Company or financed, directly or indirectly, using
funds (1) borrowed from the Company or any Subsidiary of the Company until and
to the extent such borrowing is repaid or (2) contributed, extended, guaranteed
or advanced by the Company or any Subsidiary of the Company (including, without
limitation, in respect of any employee stock ownership or benefit plan).


<PAGE>
                                      -24-


                  "Qualified Equity Offering" means the issuance and sale of
Qualified Equity Interests of the Company to Persons other than any Permitted
Holder or any other Person who is not, prior to such issuance and sale, an
Affiliate of the Company.

                  "redeem" means to redeem, repurchase, purchase, defease,
retire, discharge or otherwise acquire or retire for value; and "redemption"
shall have a correlative meaning; provided that this definition shall not apply
for purposes of paragraph 6 of the Notes.

                  "Redesignation" has the meaning given to such term in Section
4.16 of this Indenture.

                  "refinance" means to refinance, repay, prepay, replace, renew
or refund.

                  "Refinancing Indebtedness" means Indebtedness of the Company
or a Restricted Subsidiary issued in exchange for, or the proceeds from the
issuance and sale or disbursement of which are used substantially concurrently
to redeem or refinance in whole or in part, any Indebtedness of the Company or
any Restricted Subsidiary (the "Refinanced Indebtedness") in a principal amount
not in excess of the principal amount (or accreted value, if applicable) of the
Refinanced Indebtedness so repaid or refinanced (or, if such Refinancing
Indebtedness refinances Indebtedness under a revolving credit facility or other
agreement providing a commitment for subsequent borrowings, with a maximum
commitment not to exceed the maximum commitment under such revolving credit
facility or other agreement) (plus the amount of necessary fees and expenses
incurred in connection therewith and any premiums paid on the Indebtedness so
refinanced or refunded); provided that:

         (1) the Refinancing Indebtedness is the obligation of the Company or
         same Restricted Subsidiary as that of the Refinanced Indebtedness;

         (2) if the Refinanced Indebtedness was subordinated to or pari passu
         with the Notes or the Note Guarantees, as the case may be, then such
         Refinancing Indebtedness, by its terms, is expressly pari passu with
         (in the case of Refinanced Indebtedness that was pari passu with) or
         subordinate in right of payment to (in the case of Refinanced
         Indebtedness that was subordinated to) the Notes or the Note
         Guarantees, as the case may be, at least to the same extent as the
         Refinanced Indebtedness;

         (3) the Refinancing Indebtedness is scheduled to mature either (a) no
         earlier than the Refinanced Indebtedness being repaid or amended or (b)
         after the maturity date of the Notes; and

         (4) the portion, if any, of the Refinancing Indebtedness that is
         scheduled to mature on or prior to the maturity date of the Notes has a
         Weighted Average Life to Maturity at the time such Refinancing
         Indebtedness is incurred that is equal to or


<PAGE>
                                      -25-


         greater than the Weighted Average Life to Maturity of the portion of
         the Refinanced Indebtedness being repaid that is scheduled to mature on
         or prior to the maturity date of the Notes.

                  "Registration Rights Agreement" means (i) with respect to the
Initial Notes issued on the Issue Date, the Registration Rights Agreement, dated
as of the date hereof, among the Company, the Guarantors, UBS Warburg LLC and
Deutsche Bank Securities, Inc. and (ii) with respect to each issuance of
Additional Notes in a transaction exempt from the registration requirements of
the Securities Act, the registration rights agreement among the Company, the
Guarantors and the Persons purchasing the Additional Notes.

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

                  "Restricted Certificated Registered Note" means a Certificated
Registered Note bearing the Securities Act Legend issued in registered form
without coupons in a principal amount of $1,000 or integral multiples thereof.

                  "Restricted Global Notes" means the Global Note(s) bearing the
Securities Act Legend issued in registered form without coupons in a principal
amount of $1,000 or integral multiples thereof.

                  "Restricted Notes" means the Restricted Certificated
Registered Notes and the Restricted Global Note(s).

                  "Restricted Payment" means any of the following:

         (1) the declaration or payment of any dividend or any other
         distribution on Equity Interests of the Company or any Restricted
         Subsidiary or any payment made to the direct or indirect holders (in
         their capacities as such) of Equity Interests of the Company or any
         Restricted Subsidiary, including, without limitation, any payment in
         connection with any merger or consolidation involving the Company but
         excluding (a) dividends or distributions payable solely in Qualified
         Equity Interests and (b) in the case of Restricted Subsidiaries,
         dividends or distributions payable to the Company or to a Restricted
         Subsidiary and pro rata dividends or distributions payable to minority
         stockholders of any Restricted Subsidiary;


<PAGE>
                                      -26-


         (2) the redemption of any Equity Interests of the Company or any
         Restricted Subsidiary, including, without limitation, any payment in
         connection with any merger or consolidation involving the Company but
         excluding any such Equity Interests held by the Company or any
         Restricted Subsidiary;

         (3) any Investment other than a Permitted Investment; or

         (4) any redemption prior to the scheduled maturity or prior to any
         scheduled repayment of principal or sinking fund payment, as the case
         may be, in respect of Subordinated Indebtedness.

                  "Restricted Payments Basket" has the meaning given to such
term in Section 4.11(a)(3) of this Indenture.

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

                  "S&P" means Standard & Poor's Ratings Group, a division of the
McGraw-Hill Companies, Inc., and its successors.

                  "Sale and Leaseback Transactions" means with respect to any
Person an arrangement with any bank, insurance company or other lender or
investor or to which such lender or investor is a party providing for the
leasing by such Person of any asset of such Person which has been or is being
sold or transferred by such Person to such lender or investor or to any Person
to whom funds have been or are to be advanced by such lender or investor on the
security of such asset.

                  "SEC" means the U. S. Securities and Exchange Commission.

                  "Secretary's Certificate" means a certificate signed by the
Secretary or an Assistant Secretary of the Company.

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

                  "Significant Subsidiary" means (1) any Restricted Subsidiary
that would be a "significant subsidiary" as defined in Regulation S-X
promulgated pursuant to the Securities Act as such Regulation is in effect on
the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all
other Restricted Subsidiaries that are not otherwise Significant Subsidiaries
and as to which any event described in Section 6.01 (7) or (8) of this Indenture
has occurred and is continuing, would constitute a Significant Subsidiary under
clause (1) of this definition.


<PAGE>
                                      -27-


                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Restricted Subsidiary that is subordinated in right of payment to the
Notes or the Note Guarantees, respectively.

                  "Subsidiary" means, with respect to any Person:

         (1) any corporation, limited liability company, association or other
         business entity of which more than 50% of the total voting power of the
         Equity Interests entitled (without regard to the occurrence of any
         contingency) to vote in the election of the Board of Directors thereof
         are at the time owned or controlled, directly or indirectly, by such
         Person or one or more of the other Subsidiaries of that Person (or a
         combination thereof); and

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

         Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the
Company.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended.

                  "Trust Officer" means any officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and thereafter means the successor.

                  "Unrestricted Certificated Registered Note" means a
Certificated Registered Note not bearing the Securities Act Legend issued in
registered form without coupons in a principal amount of $1,000 or integral
multiples thereof, including, without limitation, the Exchange Notes.

                  "Unrestricted Global Note" means one or more Global Note(s)
not bearing the Securities Act Legend issued in registered form without interest
coupons in a principal amount of $1,000 or integral multiples thereof, and
deposited with the Depository, including, without limitation, the Exchange
Notes.

                  "Unrestricted Notes" means the Unrestricted Global Notes and
the Unrestricted Certificated Registered Notes.


<PAGE>
                                      -28-


                  "Unrestricted Subsidiary" means (1) any Subsidiary that at the
time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors of the Company in accordance with Section 4.16 of this
Indenture (2) any Subsidiary of an Unrestricted Subsidiary and (3) the
Subsidiaries noted in Schedule II hereto.

                  "U.S. Government Obligations" means direct non-callable
obligations of, or obligations guaranteed by, the United States of America for
the payment of which guarantee or obligations the full faith and credit of the
United States is pledged.

                  "Voting Stock" with respect to any Person, means securities of
any class of Equity Interests of such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock or other
relevant equity interest has voting power by reason of any contingency) to vote
in the election of members of the Board of Directors of such Person.

                  "Weighted Average Life to Maturity" when applied to any
Indebtedness at any date, means the number of years obtained by dividing (1) the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment by (2) the then outstanding principal
amount of such Indebtedness.

                  "Wholly-Owned Restricted Subsidiary" means a Restricted
Subsidiary of which 100% of the Equity Interests (except for directors'
qualifying shares or certain minority interests owned by other Persons solely
due to local law requirements that there be more than one stockholder, but which
interest is not in excess of what is required for such purpose) are owned
directly by the Company or through one or more Wholly-Owned Restricted
Subsidiaries.

         Section 1.02. Other Definitions.

<Table>
<Caption>

                                                                                                   Defined in
Term                                                                                               Section(s)
----                                                                                               ----------

<S>                                                                                                <C>
"Affiliate Transaction".................................................................             4.14
"Agent Members".........................................................................             2.01
"Authenticating Agent"..................................................................             2.02
"Certificated Note".....................................................................             2.01
"Change of Control Offer"...............................................................             4.08
"Change of Control Purchase Price"......................................................             4.08
"Clearstream"...........................................................................             2.01
"Coverage Ratio Exception"..............................................................             4.10
</Table>


<PAGE>
                                      -29-

<Table>
<Caption>

                                                                                                   Defined in
Term                                                                                               Section(s)
----                                                                                               ----------

<S>                                                                                                <C>
"Covenant Defeasance"...................................................................             8.03
"DTC"...................................................................................             2.01
"Euroclear".............................................................................             2.01
"Event of Default"......................................................................             6.01
"Excess Proceeds".......................................................................             4.15
"Global Legend".........................................................................             2.01
"Global Notes"..........................................................................             2.01
"Global Note Holder"....................................................................             2.01
"Institutional Accredited Investor".....................................................             2.01
"Legal Defeasance"......................................................................             8.02
"Legal Holiday".........................................................................            11.07
"Net Proceeds Deficiency"...............................................................             4.15
"Net Proceeds Offer"....................................................................             4.15
"Offered Price".........................................................................             4.15
"Offshore Notes Exchange Date"..........................................................             2.01
"Pari Passu Indebtedness Price".........................................................             4.15
"Paying Agent"..........................................................................             2.03
"Payment Amount"........................................................................             4.15
"Permitted Indebtedness"................................................................             4.10
"Qualified Institutional Buyer".........................................................             2.01
"Redesignation".........................................................................             4.16
"Register"..............................................................................             2.03
"Registrar".............................................................................             2.03
"Regulation S Global Notes".............................................................             2.01
"Regulation S Permanent Global Note"....................................................             2.01
"Regulation S Temporary Global Note"....................................................             2.01
"Restricted Global Note"................................................................             2.01
"Restricted Payments Basket"............................................................             4.11
"Securities Act Legend".................................................................             2.01
"Successor".............................................................................             5.01
</Table>


         Section 1.03. Incorporation by Reference of Trust Indenture Act.

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


<PAGE>
                                      -30-


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

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the Notes means the Company. All other terms used
in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the TIA have the meanings so
assigned to them by such definitions.

         Section 1.04. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural and in the plural
         include the singular;

                  (5) "including" means including, without limitation;

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

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



<PAGE>
                                      -31-


                                    ARTICLE 2

                                    THE NOTES

         Section 2.01. Form and Dating.

                  (a) Form Generally.

                  (i) Notes offered and sold in reliance on Rule 144A
promulgated under the Securities Act shall be issued initially in the form of
one or more permanent global Notes (each a "Restricted Global Note"), registered
in the name of the Depositary or its nominee, substantially in the form of
Exhibit A, deposited with the Trustee, as custodian for the Depository or its
nominee, duly executed by the Company and authenticated by the Trustee as herein
provided. The aggregate principal amount of the Restricted Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

                  (ii) Notes offered and sold in offshore transactions in
reliance on Regulation S promulgated under the Securities Act shall be issued
initially in the form of one or more temporary global Notes, registered in the
name of the global note holder for the account of the Depositary or its nominee
(the "Global Note Holder"), substantially in the form of Exhibit A (the
"Regulation S Temporary Global Notes"), deposited with the Trustee, as custodian
for the Depositary or its nominee, duly executed by the Company and
authenticated by the Trustee as provided herein. Thereafter, following receipt
by the trust administrator responsible for administering this Indenture of an
Officer's Certificate of the Company to such effect, at any time on or after the
date which is 40 days after the Issue Date (the "Offshore Notes Exchange Date"),
the Trustee shall exchange the outstanding principal amount of Notes represented
by the Regulation S Temporary Global Notes for one or more permanent global
Notes registered in the name of the Depositary or its nominee, substantially in
the form hereinabove recited without the Securities Act Legend (as defined
below) (the "Regulation S Permanent Global Notes" and together with the
Regulation S Temporary Global Notes, the "Regulation S Global Notes") duly
executed by the Company and authenticated by the Trustee as provided herein. In
connection with such exchange, the Trustee shall hold the Regulation S Permanent
Global Notes as custodian for the Depositary or its nominee, reflect on its
books and records the date of such exchange and cancel the Regulation S
Temporary Global Notes. Restricted Global Notes and Regulation S Global Notes
are sometimes referred to herein as the "Global Notes." The aggregate principal
amount of Regulation S Global Notes may from time to time be increased


<PAGE>
                                      -32-


or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  (iii) Following the original issuance of Notes, Notes offered
and sold to an institutional "accredited investor" (within the meaning of Rule
501(a) (1), (2), (3) or (7) of Regulation D promulgated under the Securities Act
and which is not a Qualified Institutional Buyer (as defined below), an
"Institutional Accredited Investor") shall be issued in the form of one or more
physical certificated notes (each a "Certificated Note") registered in the name
of the purchaser thereof. Certificated Notes may only be issued in the
circumstances described in subparagraph (c)(ii) and paragraph (d) below.

                  (b) Restrictive Legends.

                  (i) Each Restricted Global Note, each Regulation S Global Note
and each Certificated Note shall bear the following legend (the "Securities Act
Legend") on the face thereof until the provisions of paragraph (d)(ii) or
(d)(iii) relating to the removal of such legend are complied with:

         "THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
         IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
         THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
         EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS
         HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
         THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
         THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF PETROLEUM
         HELICOPTERS, INC. (THE "COMPANY") THAT (A) SUCH NOTE MAY BE RESOLD,
         PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE
         SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN
         A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
         SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
         144 OF THE SECURITIES ACT, (c) OUTSIDE



<PAGE>
                                      -33-


         THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
         SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT IN THE
         CASE OF A TRANSFER PURSUANT TO CLAUSE (d) SUCH TRANSFER IS SUBJECT TO
         THE RECEIPT BY THE REGISTRAR (AND THE COMPANY, IF IT SO REQUESTS) OF A
         CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT
         THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (ii) TO
         THE COMPANY OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
         APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
         OTHER APPLICABLE JURISDICTION AND THE INDENTURE GOVERNING THE NOTES AND
         (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
         ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE
         RESTRICTIONS SET FORTH IN (A) ABOVE."

                 (ii) Each Global Note shall bear the following legends (the
"Global Legend") on the face thereof:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK),
         A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
         MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
         REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
         OR A NOMINEE OF A DEPOSITARY.


<PAGE>
                                      -34-


         THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
         PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
         (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A
         NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
         DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
         EXCEPT IN SUCH LIMITED CIRCUMSTANCES."

                  The Notes may have such other notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note shall be
dated the date of its authentication.

                  (c) Book Entry Provisions for Global Notes.

                  (i) Each Restricted Global Note initially shall (i) be
registered in the name of a nominee of the Depositary and (ii) bear legends as
set forth in paragraph (b) above. Each Regulation S Temporary Global Note
initially shall (i) be registered in the name of a nominee of the Depositary for
the accounts of Euroclear Bank, S.A./N.V., as operator of the Euroclear System
("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream"), (ii) be
delivered to the Trustee as custodian on behalf of the Depositary and (iii) bear
legends as set forth in paragraph (b) above. Each Regulation S Permanent Global
Note initially shall (i) be registered in the name of a nominee of the
Depositary, (ii) be delivered to the Trustee as custodian on behalf of the
Depositary and (iii) bear the legend as set forth in subparagraph (b)(ii) above.
Prior to the Offshore Notes Exchange Date, interests in the Regulation S
Temporary Global Notes may only be held through Euroclear and Clearstream.
Following the Offshore Notes Exchange Date, interests in the Regulation S
Permanent Global Note may be held by any member of, or participants in, the
Depositary ("Agent Members").

                  Agent Members shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under the Global Note, and the Depositary may be
treated by the Company, the Trustee and any agent of any of them as the absolute
owner of such Global Note for all purposes whatsoever including, without
limitation, the giving of notices and action upon instructions. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of any of them from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Global Note.

                 (ii) Except as provided in paragraph (c)(iv), transfers of a
Global Note shall be limited to transfers of such Global Note in whole, but not
in part, to the Depositary, its successors


<PAGE>
                                      -35-


or their respective nominees. Certificated Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in any Restricted
Global Note or Regulation S Global Note, respectively, if (i) the DTC notifies
the Company that DTC is unwilling or unable to continue as Depositary for such
Restricted Global Note or Regulation S Global Note, as the case may be, and a
successor depository is not appointed by the Company within 90 days of such
notice or (ii) the Company, in its sole discretion, shall so request.

                  (iii) Any beneficial interest in one of the Global Notes that
is transferred to a Person who takes delivery in the form of an interest in
another Global Note will, upon transfer, cease to be an interest in such Global
Note previously held and become an interest in the other Global Note and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Note for as long as it remains such an interest.

                  (iv) In connection with the transfer of an entire Restricted
Global Note or Regulation S Global Note to beneficial owners pursuant to the
second sentence of subparagraph (ii) of this paragraph, the Restricted Global
Note or Regulation S Global Note, as the case may be, shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest, as notified by the
Depositary, in such Restricted Global Note or Regulation S Global Note, as the
case may be, an equal aggregate principal amount of Certificated Notes of
authorized denominations.

                  (v) Any Certificated Note delivered in exchange for an
interest in a Restricted Global Note pursuant to subparagraph (ii) or (iv) of
this paragraph (c) shall, except as otherwise provided by paragraph (d)(iii),
bear the Securities Act Legend.

                  (d) Special Definitive Provisions. Unless and until the
Securities Act Legend is removed from a Certificated Note or Global Note
pursuant to subparagraph (iii) below (including as a result of an exchange
completed on the Offshore Notes Exchange Date pursuant to paragraph (a)(ii)
above), the following additional provisions shall apply to the proposed
transfer, exchange or replacement of Certificated Notes:

                    (i) The following provisions shall apply with respect to the
         registration of any proposed transfer of a Note (or interest in a
         Global Note) to any Institutional Accredited Investor which is not a
         Qualified Institutional Buyer (within the meaning of Rule 144A under
         the Securities Act, a "Qualified Institutional Buyer") or to a Non-U.S.
         Person (as defined in Regulation S):

                           (A) The Registrar shall register the transfer of any
                  Certificated Note containing the Securities Act Legend or any
                  interest in a Restricted Global Note if (x) the requested
                  transfer is after the time period referred to in Rule



<PAGE>
                                      -36-


                  144(k) under the Securities Act as in effect with respect to
                  such transfer or (y) the proposed transferee (excluding
                  Non-U.S. Persons) has delivered to the Registrar a certificate
                  substantially in the form of Exhibit C-1 hereto or if the
                  transferee is a Non-U.S. Person, the proposed transferor has
                  delivered to the Registrar a certificate substantially in the
                  form of Exhibit C-2 hereto.

                           (B) If the proposed transferor is an Agent Member
                  holding a beneficial interest in a Restricted Global Note and
                  the proposed transferee is an Institutional Accredited
                  Investor which is not a Qualified Institutional Buyer, upon
                  receipt by the Depositary and Registrar of (x) the documents
                  required by subparagraph (d)(i)(A) above (if such transfer is
                  pursuant to clause (y) of subparagraph (d)(i)(A) above) and
                  (y) instructions given in accordance with the Registrar's
                  procedures, the Registrar shall reflect on its books and
                  records the date of such transfer and a decrease in the
                  principal amount of such Restricted Global Note in an amount
                  equal to the principal amount of the beneficial interest in
                  such Restricted Global Note to be transferred and the Company
                  shall execute, and the Trustee shall authenticate and deliver,
                  one or more Certificated Notes of like tenor and amount.

                   (ii) The following provisions shall apply with respect to the
         registration of any proposed transfer of a Note (or interest in a
         Global Note) to a Qualified Institutional Buyer:

                           (A) The Registrar shall register the transfer of any
                  Certificated Note containing the Securities Act Legend if (x)
                  the requested transfer is after the time period referred to in
                  Rule 144(k) under the Securities Act as in effect with respect
                  to such transfer or (y) such transfer is being made by a
                  proposed transferor who has checked the box provided for on
                  the form of Note stating, or has otherwise advised the Company
                  and the Registrar in writing, that the sale has been made in
                  compliance with the provisions of Rule 144A to a transferee
                  who has signed the certification provided for on the form of
                  Note stating, or has otherwise advised the Company and the
                  Registrar in writing, that it is purchasing the Note for its
                  own account or an account with respect to which it exercises
                  sole investment discretion and that it and any such account is
                  a Qualified Institutional Buyer within the meaning of Rule
                  144A, and is aware that the sale to it is being made in
                  reliance on Rule 144A and the transferor is relying upon its
                  foregoing representations in order to claim the exemption from
                  registration provided by Rule 144A.

                           (B) If the Note to be transferred is a Certificated
                  Note containing the Securities Act Legend and the proposed
                  transferee is an Agent Member holding



<PAGE>
                                      -37-



                  such interest on behalf of a Qualified Institutional Buyer,
                  upon receipt by the Registrar of (x) the documents referred to
                  in subparagraph (d)(i)(A) above (if such transfer is pursuant
                  to clause (y) of subparagraph (d)(i)(A) above) and (y)
                  instructions given in accordance with the Registrar's
                  procedures, the Registrar shall reflect on its books and
                  records the date of such transfer and an increase in the
                  principal amount of the Restricted Global Note in an amount
                  equal to the principal amount of the Certificated Note to be
                  transferred and the Trustee shall cancel the Certificated Note
                  so transferred.

                  (iii) Upon the registration of transfer, exchange or
         replacement of Notes bearing the Securities Act Legend, the Registrar
         shall deliver only Notes that bear the Securities Act Legend unless (x)
         the requested transfer, exchange or replacement (A) is after the time
         period referred to in Rule 144(k) under the Securities Act as in effect
         with respect to such transfer, exchange or replacement or (B) is made
         under the circumstances contemplated by paragraph (a)(ii) of this
         Section 2.01 or (y) is delivered to the Registrar an Opinion of Counsel
         reasonably satisfactory to the Company to the effect that neither such
         legend nor the related restrictions on transfer are required in order
         to maintain compliance with the provisions of the Securities Act. Upon
         the registration of transfer, exchange or replacement of Notes not
         bearing the Securities Act Legend, the Registrar shall deliver Notes
         that do not bear the Securities Act Legend.

                   (iv) By its acceptance of any Note bearing the Securities Act
         Legend, each Holder of such a Note acknowledges the restrictions on
         transfer of such Note set forth herein and in the Securities Act Legend
         and agrees that it will transfer such Note only as provided herein. The
         Registrar shall not register a transfer of any Note unless such
         transfer complies with the restrictions on transfer of such Note set
         forth herein. In connection with any transfer of Notes, each Holder
         agrees by its acceptance of the Notes to furnish the Registrar or the
         Company such certifications, legal opinions or other information as
         either of them may reasonably require to confirm that such transfer is
         being made pursuant to an exemption from, or a transaction not subject
         to, the registration requirements of the Securities Act; provided that
         the Registrar shall not be required to determine (but may rely on a
         determination made by the Company with respect to) the sufficiency of
         any such certifications, legal opinions or other information. The
         Registrar shall retain copies of all letters, notices and other written
         communications received pursuant to this paragraph (d) in accordance
         with its customary procedures. The Company shall have the right to
         inspect and make copies of all such letters, notices or other written
         communications at any reasonable time upon the giving of reasonable
         written notice to the Registrar.


<PAGE>
                                      -38-


         Section 2.02. Execution and Authentication.

                  The Notes shall be executed by an Officer or any authorized
signatory as identified in an Officers' Certificate (pursuant to a power of
attorney or other similar instrument). The signature of any such Officer (or
authorized signatory) on the Notes shall be by manual or facsimile signature in
the name and on behalf of the Company.

                  If any Officer whose signature is on a Note no longer holds
that office at the time the Trustee or authenticating agent authenticates the
Note, the Note shall be valid nevertheless.

                  A Note shall not be valid until the Trustee or authenticating
agent manually signs the certificate of authentication on the Note. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture. The Notes shall be dated the date of their authentication.

                  Subject to the provisions of Section 2.07, the Trustee shall
authenticate (i) Initial Notes for original issue on the Issue Date in the
aggregate principal amount not to exceed $200,000,000 in one or more series,
(ii) Private Exchange Notes from time to time only in exchange for a like
principal amount of Initial Notes and (iii) Unrestricted Notes from time to time
only (x) in exchange for a like principal amount of Initial Notes or (y) in an
aggregate principal amount of not more than the excess of $275,000,000 over the
sum of the aggregate principal amount of (A) Initial Notes then outstanding, (B)
Private Exchange Notes then outstanding and (C) Unrestricted Notes issued in
accordance with (iii)(x) above, in each case upon a written order of the Company
in the form of an Officers' Certificate of the Company. Each such written order
shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated, whether the Notes are to be Initial Notes,
Private Exchange Notes or Unrestricted Notes and whether the Notes are to be
issued as Certificated Notes or Global Notes or such other information as the
Trustee may reasonably request.

                  In the event that the Company shall issue and the Trustee
shall authenticate any Notes issued under this Indenture subsequent to the Issue
Date pursuant to clauses (i) and (iii) of the first sentence of the immediately
preceding paragraph, the Company shall use its reasonable efforts to obtain the
same "CUSIP", "ISIN" and "Common Code" numbers for such Notes as is printed on
the Notes outstanding at such time; provided, however, that if any series of
Notes issued under this Indenture subsequent to the Issue Date is determined, to
be a different class of security than the Notes outstanding at such time for
federal income tax purposes, the Company may obtain a "CUSIP" number for such
Notes that is different than the "CUSIP" number printed on the Notes then
outstanding. Notwithstanding the foregoing, all Notes issued under this
Indenture shall vote and consent together on all matters as one class and no
series of Notes will have the right to vote or consent as a separate class on
any matter.


<PAGE>
                                      -39-


                  The Trustee may appoint an authenticating agent (the
"Authenticating Agent") reasonably acceptable to the Company to authenticate
Notes. Unless otherwise provided in the appointment, an Authenticating Agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to
deal with the Company or with any Affiliate of the Company.

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

         Section 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent");
provided that payment of interest may, at the option of the Company, be made by
check mailed to a Holder at his registered address. The Registrar shall keep a
register of the Notes and of their transfer and exchange ("Register"). The
Company may appoint one or more co-registrars and one or more co-paying agents.
The term "Paying Agent" includes any additional paying agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company may change
any Registrar or Paying Agent without notice to the Holders.

                  The Company shall notify the Trustee in writing of the name
and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.

                  The Company initially appoints DTC to act as Depositary with
respect to the Global Notes.

                  The Company initially appoints the Trustee at the Corporate
Trust Office to act as Paying Agent and Registrar.

         Section 2.04. Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all moneys held by such Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying



<PAGE>
                                      -40-


Agent to pay to the Trustee all money held by it upon demand. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee or to
account for any funds disbursed. Upon payment over to the Trustee and accounting
for any funds disbursed, such Paying Agent shall have no further liability for
the money. If the Company, a Subsidiary or a Related Person or any of them acts
as Paying Agent, it shall segregate and hold as a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

         Section 2.05. Noteholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders (the "Register") and shall otherwise comply with TIA. If
the Trustee is not the Registrar, the Company shall furnish to the Trustee on or
before each interest payment date and at such other times as the Trustee may
reasonably request in writing a list, in such form and as of such date as the
Trustee may require, of the names, addresses and tax identification numbers of
Holders, and the Company shall otherwise comply with TIA Section 312(a).

         Section 2.06. Transfer and Exchange.

                  A Holder will be able to register the transfer of or exchange
Notes only in accordance with the provisions of this Indenture. Where Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer or make the
exchange if the requirements of Section 8-401(a) of the New York Uniform
Commercial Code as then in effect are met. To permit registrations of transfer
and exchanges, the Trustee shall authenticate Notes at the Registrar's written
(if the Registrar is not the Trustee) request. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents (each in a form satisfactory to the Company and the Registrar) and to
pay any taxes and fees required by law or permitted by this Indenture. Without
the prior consent of the Company, the Registrar is not required (1) to register
the transfer of or exchange any Note selected for redemption, (2) to register
the transfer of or exchange any Note for a period of 15 days before a selection
of Notes to be redeemed or (3) to register the transfer or exchange of a Note
between a record date and the next succeeding interest payment date.

                  The Notes will be issued in registered form and the registered
Holder will be treated as the owner of such Note for all purposes.

                  No Holder shall Incur a service charge for any registration of
transfer or exchange of Notes, but the Company or the Trustee, as appropriate,
may require payment of a



<PAGE>
                                      -41-


sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer, registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 2.10, 3.06, 4.08, 4.15 or 9.05 not
involving any transfer.

         Section 2.07. Replacement Notes.

                  If the Holder of a Note claims that the Note has been
mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note if the requirements of Section
8-405 of the New York Uniform Commercial Code are met and, in the case of a
mutilated Note, such mutilated Note is surrendered to the Trustee. If required
by the Trustee or the Company, an indemnity bond must be supplied by the Holder
that is sufficient, in the judgment of both, to protect the Company, each
Guarantor, the Trustee, or any Agent from any loss which any of them may suffer
if a Note is replaced. The Company and the Trustee may charge for their expenses
in replacing a Note.

                  In case any such mutilated, destroyed or wrongfully taken
Notes has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Note, pay such Note when due.

                  Every replacement Note is an Obligation of the Company. The
provisions of this Section 2.07 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost or stolen Notes.

         Section 2.08. Outstanding Notes.

                  Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding. Except as
set forth in Section 2.09, a Note does not cease to be outstanding because the
Company or one of its Subsidiaries or Related Persons holds the Note.

                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Note is held by a bona fide purchaser. If the principal
amount of any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue.

                  If the Paying Agent (other than the Company) holds on a
redemption date, repurchase date or maturity date money sufficient to pay Notes
payable on that date, then on and after that date, such Notes shall be deemed to
be no longer outstanding and interest on them shall cease to accrue.


<PAGE>
                                      -42-


         Section 2.09. Notes Held by the Company or a Related Person.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company or a Subsidiary or a Related Person shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which the Trustee
actually knows are so owned shall be so disregarded.

         Section 2.10. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes.

         Section 2.11. Cancellation.

                  The Company or any Guarantor at any time may deliver Notes to
the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment or cancellation and shall dispose of such canceled
Notes in its customary manner. The Company may not issue new Notes to replace
Notes that it has paid or delivered to the Trustee for cancellation.

         Section 2.12. Defaulted Interest.

                  If and to the extent the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner
plus, to the extent not prohibited by applicable statute or case law, interest
at the rate then borne by the Notes on the defaulted interest. It shall pay the
defaulted interest to the persons who are Holders on a subsequent special record
date. The Company or Trustee (at the direction of the Company) shall fix such
record date and payment date. At least 15 days before the special record date,
the Company or Trustee (at the direction of the Company, provided that the
Trustee shall have received the same at least 10 but not more than 30 days prior
thereto or such shorter period prior thereto as is acceptable to the Trustee)
shall mail to Holders a notice that states the record date, payment date and
amount of interest to be paid.

         Section 2.13. Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may conclusively presume and shall


<PAGE>
                                      -43-


treat the Person in whose name such Note is registered as the owner of such Note
for the purpose of receiving payment of principal, premium, if any, and (subject
to Section 2.12) interest on such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary. None of the Company, the Guarantors, the Trustee, any Paying Agent or
the Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of or actions taken in respect
of beneficial ownership interests of a Note in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests (including but not limited to CUSIP numbers, if any).

         Section 2.14. Computation of Interest.

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

         Section 2.15. CUSIP Numbers, Etc.

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

         Section 2.16. Issuance of Additional Notes.

                  The Company shall be entitled to issue up to $275,000,000
aggregate principal amount of Additional Notes under this Indenture which shall
have identical terms as the Notes issued on the Issue Date, other than with
respect to the date of issuance, issue price, and amount of interest payable on
the first payment date applicable thereto (and, if such Additional Notes shall
be issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided that such issuance is not prohibited by Section 4.10.
The Initial Notes issued on the Issue Date, any Additional Notes and all
Exchange Notes issued in exchange therefor shall be treated as a single class
for all purposes under this Indenture.

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


<PAGE>
                                      -44-


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

                  (2) the issue price, the issue date and the CUSIP number of
         such Additional Notes and the amount of interest payable on the first
         payment date applicable thereto; provided, however, that no Additional
         Notes may be issued at a price that would cause such Additional Notes
         to have "original issue discount" within the meaning of Section 1273 of
         the Internal Revenue Code of 1986, as amended; and

                  (3) whether such Additional Notes shall be Notes bearing the
         Securities Act Legend and issued in the form of Initial Notes or shall
         be Unrestricted Notes issued in the form of Exchange Notes.


                                    ARTICLE 3

                                   REDEMPTION

         Section 3.01. Notices to Trustee.

                  If the Company wants to redeem all or a portion of the Notes
pursuant to paragraph 6 of the Notes, it shall provide written notice to the
Trustee at least 45 but not more than 60 days prior to the redemption date
(unless a shorter notice period shall be satisfactory to the Trustee) of the
redemption date and the principal amount of Notes to be redeemed.

         Section 3.02. Selection of Notes To Be Redeemed.

                  In the event that less than all of the Notes are to be
redeemed at any time pursuant to an optional redemption, selection of the Notes
for redemption will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not then listed on a national security exchange, on
a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided, however, that no Notes of a principal amount of $1,000 or
less shall be redeemed in part. In addition, if a partial redemption is made
pursuant to paragraph 6(b) of the Notes selection of the Notes or portions
thereof for redemption shall be made by the Trustee only on a pro rata basis or
on as nearly a pro rata basis as is practicable (subject to the procedures of
The Depository Trust Company), unless that method is otherwise prohibited.


<PAGE>
                                      -45-


         Section 3.03. Notice of Redemption.

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail by first-class mail a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

                  The notice shall identify the Notes and the principal amount
thereof to be redeemed (including the applicable CUSIP, ISIN and Common Code
numbers, if any) and shall state:

                  (1) the redemption date or the event that will result in such
         redemption;

                  (2) the redemption price (including the amount of accrued
         interest to be paid on the Notes called for redemption);

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

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

                  (5) that interest on Notes called for redemption ceases to
         accrue on and after the redemption date.

                  (6) in the case of Notes to be redeemed in part, the portion
         of the principal amount of the Note to be redeemed.

                  At the Company's written direction (which shall be delivered
to the Trustee at least 45 days (or such shorter period as the Trustee may
agree) prior to the redemption date), the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event the
Company shall provide the Trustee with the information required by clauses (1)
through (6) in its written notice to the Trustee.

         Section 3.04. Effect of Notice of Redemption.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption date including interest accrued and unpaid
on the redemption date. Upon surrender to the Paying Agent such notes shall be
paid at the redemption price stated in such notice. Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder. A notice of redemption may not be conditional.


<PAGE>
                                      -46-


         Section 3.05. Deposit of Redemption Price.

                  On or before 11:00 A.M. New York time on the redemption date,
the Company shall deposit with the Paying Agent money in immediately available
funds sufficient to pay the redemption price of and accrued and unpaid interest
on all Notes to be redeemed on the redemption date. The Trustee or the Paying
Agent shall promptly return to the Company any money not required for that
purpose less the expenses of the Trustee as provided herein. On and after the
date of redemption, interest will cease to accrue on Notes or portions thereof
called for redemption so long as the Company has deposited with the paying agent
for the Notes funds in satisfaction of the redemption price (including accrued
and unpaid interest on the Notes to be redeemed) pursuant to this Indenture
unless the Company defaults in making such redemption payment. If a Note is
redeemed on or after a record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such note was registered at the close of business on such record
date.

                  If any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal, from
the redemption date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

         Section 3.06. Notes Redeemed in Part.

                  Upon cancellation of a Note that is redeemed in part, the
Trustee shall authenticate and issue for the Holder a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.


                                    ARTICLE 4

                                    COVENANTS

         Section 4.01. Payment of Notes.

                  The Company shall pay the principal of and interest (including
any Liquidated Damages as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner expressly provided in the Notes. Principal
and interest shall be considered paid on the date due and payable if the Paying
Agent holds on that date money sufficient to pay all principal, premium, if any,
and interest then due and payable. The Company shall pay interest on overdue
principal at the rate borne by the Notes. The Company shall pay interest on
overdue installments of interest at the same rate to the extent not prohibited
by applicable statute or case law.


<PAGE>
                                      -47-


         Section 4.02. Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee in the Borough of Manhattan, The City of New York, as one such
office or agency of the Company in accordance with Section 2.03 of this
Indenture.

         Section 4.03. Reports to Holders.

                  Whether or not required by the SEC, so long as any Notes are
outstanding, the Company will furnish (without exhibits) to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

                  (1) all quarterly and annual financial information that would
         be required to be contained in a filing with the SEC on Forms 10-Q and
         10-K if the Company were required to file these Forms, including a
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations" and, with respect to the annual information
         only, a report on the annual financial statements by the Company's
         certified independent accountants; and

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

                  In addition, whether or not required by the SEC, the Company
will file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless



<PAGE>
                                      -48-


the SEC will not accept the filing) and make the information available to
securities analysts and prospective investors upon request. The Company and the
Guarantors have agreed that, for so long as any Notes remain outstanding, the
Company will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

         Section 4.04. Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company an Officer's Certificate stating
whether or not the signatories know of any Default by the Company in performing
any of its obligations under this Indenture and the Notes. If the Company has
knowledge of any such Default, the certificate shall describe the Default and
its status.

         Section 4.05. Stay, Extension and Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, 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 had been enacted.

         Section 4.06. Corporate Existence.

                  Subject to Article 5 of this Indenture, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate existence of each of its
Restricted Subsidiaries in accordance with their respective organizational
documents (as the same may be amended from time to time) and the rights (charter
and statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate existence of any
Restricted Subsidiary, if (i) such preservation or existence is not material to
the conduct of business of the Company and its Restricted Subsidiaries taken as
a whole, and (ii) the loss of such right, license or franchise or the
dissolution of such Restricted Subsidiary does not have a material adverse
impact on the Holders.


<PAGE>
                                      -49-


         Section 4.07. Notice of Default.

                  In the event that any Default under Section 6.01 hereof shall
occur, the Company shall give prompt written notice of such Default to the
Trustee specifying such Default and what action the Company is taking or
proposes to take with respect thereto.

         Section 4.08. Change of Control.

                  (a) Upon the occurrence of any Change of Control, each Holder
will have the right to require that the Company purchase that Holder's Notes for
a cash price (the "Change of Control Purchase Price") equal to 101% of the
principal amount of the Notes to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase;

                  (b) Within 30 days following any Change of Control, the
Company will mail, or caused to be mailed, to the Holders a notice:

                  (1) describing the transaction or transactions that constitute
         the Change of Control;

                  (2) offering to purchase, pursuant to the procedures required
         by this Indenture and described in the notice (a "Change of Control
         Offer"), on a date specified in the notice (which shall be a Business
         Day not earlier than 30 days nor later than 60 days from the date the
         notice is mailed) and for the Change of Control Purchase Price, all
         Notes properly tendered by such Holder pursuant to such Change of
         Control Offer; and

                  (3) describing the procedures that Holders must follow to
         accept, or withdraw the Holder's previous acceptance of, the Change of
         Control Offer. The Change of Control Offer is required to remain open
         for at least 20 Business Days or for such longer period as is required
         by law.

                  (c) On or before the payment date for the Change of Control,
the Company shall, to the extent lawful, (1) accept for payment all Notes or
portions thereof validly tendered and not properly withdrawn pursuant to the
Change of Control Offer, (2) deposit by 11:00 a.m., New York City time, on such
date with the Paying Agent an amount equal to the Change of Control Purchase
Price in respect of all Notes or portions thereof so validly tendered and not
properly withdrawn and (3) deliver or cause to be delivered to the Trustee the
Notes so accepted together with an Officers Certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the Company.
The Paying Agent shall promptly (but in any case not later than five days after
the payment date for the Change of Control) mail or deliver to each Holder of
Notes so validly tendered and not properly withdrawn the Change of Control
Purchase Price for such Notes.


<PAGE>
                                      -50-


                  (d) Upon surrender and cancellation of a Certificated Note
that is purchased in part pursuant to the Change of Control Offer, the Company
shall promptly issue and the Trustee shall authenticate and mail (or cause to be
transferred by book entry) to the surrendering Holder of such Certificated Note,
a new Certificated Note equal in principal amount to the unpurchased portion of
such surrendered Certificated Note; provided that each such new Certificated
Note shall be in a principal amount of $1,000 or an integral multiple thereof.

                  Upon surrender of a Global Note that is purchased in part
pursuant to a Change of Control Offer, the Paying Agent shall forward such
Global Note to the Trustee who shall make a notation in its records so as to
reduce the principal amount of such Global Note to an amount equal to the
unpurchased portion of such Global Note, as provided in Section 2.01 hereof. For
purposes of this Section 4.08 the Trustee shall act as the Paying Agent.

                  The Company shall publicly announce the results of the Change
of Control Offer on or as soon as practicable after the date of purchase.

                  (e) The Company's obligation to make a Change of Control Offer
will be satisfied if a third party makes the Change of Control Offer in the
manner and at the times and otherwise in compliance in all material respects
with the requirements applicable to a Change of Control Offer made by the
Company and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.

                  (f) The Company shall comply with applicable tender offer
rules, including the requirements of Rule 14e-1 under the Exchange Act and any
other applicable laws and regulations in connection with the purchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.08, the Company shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.08 by virtue of such compliance.

         Section 4.09. Conduct of Business.

                  The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business other than the Permitted Business.

         Section 4.10. Limitations on Additional Indebtedness.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the
Company or any Guarantor may incur additional Indebtedness if, after giving
effect thereto, the Consolidated Interest Coverage Ratio would be at least 2.25
to 1.00 (the "Coverage Ratio Exception");


<PAGE>
                                      -51-


                  (b) Notwithstanding Section 4.10(a), each of the following
shall be permitted (the "Permitted Indebtedness"):

                  (1) Indebtedness of the Company and any Guarantor under the
         Credit Agreement in an aggregate amount at any time outstanding not to
         exceed the greater of (x) $50.0 million, less the aggregate amount of
         Net Available Proceeds applied to repayments under the Credit Agreement
         in accordance with Section 4.15 of this Indenture and (y) 80% of the
         book value of the accounts receivable plus 50% of the book value of
         inventory of the Company and the Restricted Subsidiaries, calculated on
         a consolidated basis and in accordance with GAAP;

                  (2) the Notes issued on the Issue Date and the Note
         Guarantees;

                  (3) Indebtedness of the Company and the Restricted
         Subsidiaries to the extent outstanding on the Issue Date (other than
         Indebtedness referred to in clauses (1) and (2) above, and after giving
         effect to the intended use of proceeds of the Notes);

                  (4) Indebtedness under Hedging Obligations; provided that (A)
         such Hedging Obligations relate to payment obligations on Indebtedness
         otherwise permitted to be incurred by this covenant, and (B) the
         notional principal amount of such Hedging Obligations at the time
         incurred does not exceed the principal amount of the Indebtedness to
         which such Hedging Obligations relate;

                  (5) Indebtedness of the Company owed to a Restricted
         Subsidiary and Indebtedness of any Restricted Subsidiary owed to the
         Company or any other Restricted Subsidiary; provided, however, that
         upon any such Restricted Subsidiary ceasing to be a Restricted
         Subsidiary or such Indebtedness being owed to any Person other than the
         Company or a Restricted Subsidiary, the Company or such Restricted
         Subsidiary, as applicable, shall be deemed to have incurred
         Indebtedness not permitted by this clause (5);

                  (6) Indebtedness in respect of bid, performance or surety
         bonds issued for the account of the Company or any Restricted
         Subsidiary in the ordinary course of business, including guarantees or
         obligations of the Company or any Restricted Subsidiary with respect to
         letters of credit supporting such bid, performance or surety
         obligations (in each case other than for an obligation for money
         borrowed);

                  (7) Purchase Money Indebtedness incurred by the Company or any
         Restricted Subsidiary, and Refinancing Indebtedness thereof, in an
         aggregate amount not to exceed at any time outstanding the greater of
         (a) $20.0 million and (b) 15% of the net book value of the aircraft
         owned by the Company and the Restricted Subsidiaries;


<PAGE>
                                      -52-


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

                  (9) Indebtedness arising in connection with endorsement of
         instruments for deposit in the ordinary course of business;

                  (10) Refinancing Indebtedness with respect to Indebtedness
         incurred pursuant to the Coverage Ratio Exception or clause (2) or (3)
         above; and

                  (11) Indebtedness of the Company or any Restricted Subsidiary
         in an aggregate amount not to exceed $15.0 million at any time
         outstanding.

                  For purposes of determining compliance with this covenant, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (11)
above or is entitled to be incurred pursuant to the Coverage Ratio Exception,
the Company shall, in its sole discretion, classify or later reclassify such
item of Indebtedness and may divide and classify or later reclassify such
Indebtedness in more than one of the types of Indebtedness described, except
that Indebtedness incurred under the Credit Agreement on the Issue Date shall be
deemed to have been incurred under clause (1) above.

         Section 4.11. Limitations on Restricted Payments.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, make any Restricted Payment if at the
time of such Restricted Payment:

                  (1) a Default shall have occurred and be continuing or shall
         occur as a consequence thereof;

                  (2) the Company cannot incur $1.00 of additional Indebtedness
         pursuant to the Coverage Ratio Exception; or

                  (3) the amount of such Restricted Payment, when added to the
         aggregate amount of all other Restricted Payments made after the Issue
         Date (other than Restricted Payments made pursuant to clause (2), (3),
         (4) or (5) of Section 4.11(b)), exceeds the sum (the "Restricted
         Payments Basket") of (without duplication):

                           (A) 50% of Consolidated Net Income for the period
                  (taken as one accounting period) commencing on the first day
                  of the first full fiscal quarter


<PAGE>
                                      -53-


                  commencing after the Issue Date to and including the last day
                  of the fiscal quarter ended immediately prior to the date of
                  such calculation for which consolidated financial statements
                  are available (or, if such Consolidated Net Income shall be a
                  deficit, minus 100% of such aggregate deficit), plus

                           (B) 100% of the aggregate net cash proceeds received
                  by the Company either (x) as contributions to the common
                  equity of the Company after the Issue Date or (y) from the
                  issuance and sale of Qualified Equity Interests after the
                  Issue Date, other than any such proceeds which are used to
                  redeem Notes in accordance with paragraph 6(b) of the Notes,
                  plus

                           (C) the aggregate amount by which Indebtedness
                  incurred by the Company or any Restricted Subsidiary
                  subsequent to the Issue Date is reduced on the Company's
                  balance sheet upon the conversion or exchange (other than by a
                  Subsidiary of the Company) into Qualified Equity Interests
                  (less the amount of any cash, or the fair value of assets,
                  distributed by the Company or any Restricted Subsidiary upon
                  such conversion or exchange), plus

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

                           (E) upon a Redesignation of an Unrestricted
                  Subsidiary as a Restricted Subsidiary, the lesser of (i) the
                  Fair Market Value of the Company's proportionate interest in
                  such Subsidiary immediately following such Redesignation, and
                  (ii) the aggregate amount of the Company's Investments in such
                  Subsidiary to the extent such Investments reduced the
                  Restricted Payments Basket and were not previously repaid or
                  otherwise reduced.

                  (b)  The foregoing provisions will not prohibit:

         (1) the payment by the Company or any Restricted Subsidiary of any
         dividend within 60 days after the date of declaration thereof, if on
         the date of declaration the payment would have complied with the
         provisions of this Indenture;

         (2) the redemption of any Equity Interests of the Company or any
         Restricted Subsidiary in exchange for, or out of the proceeds of the
         substantially concurrent issuance and sale of, Qualified Equity
         Interests;


<PAGE>
                                      -54-


         (3) the redemption of Subordinated Indebtedness of the Company or any
         Restricted Subsidiary (a) in exchange for, or out of the proceeds of
         the substantially concurrent issuance and sale of, Qualified Equity
         Interests or (b) in exchange for, or out of the proceeds of the
         substantially concurrent incurrence of, Refinancing Indebtedness
         permitted to be incurred under Section 4.10 and the other terms of this
         Indenture;

         (4) the redemption of Equity Interests of the Company held by officers,
         directors or employees or former officers, directors or employees (or
         their transferees, estates or beneficiaries under their estates), upon
         their death, disability, retirement, severance or termination of
         employment or service; provided that the aggregate cash consideration
         paid for all such redemptions shall not exceed $1.0 million during any
         calendar year; or

         (5) repurchases of Equity Interests deemed to occur upon the exercise
         of stock options if the Equity Interests represents a portion of the
         exercise price thereof;

provided that (a) in the case of any Restricted Payment pursuant to clause (3)
above, no Default shall have occurred and be continuing or occur as a
consequence thereof and (b) no issuance and sale of Qualified Equity Interests
pursuant to clause (2) or (3) above shall increase the Restricted Payments
Basket.

         Section 4.12. Limitation on Dividends and Other Restrictions Affecting
                       Restricted Subsidiaries.

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

                  (A) pay dividends or make any other distributions on or in
         respect of its Equity Interests;

                  (B) make loans or advances or pay any Indebtedness or other
         obligation owed to the Company or any other Restricted Subsidiary; or

                  (C) transfer any of its assets to the Company or any other
         Restricted Subsidiary;

                  except for:

                  (1) encumbrances or restrictions existing under or by reason
         of applicable law;


<PAGE>
                                      -55-


                  (2) encumbrances or restrictions existing under this
         Indenture, the Notes and the Note Guarantees;

                  (3) non-assignment provisions of any contract, license or any
         lease entered into in the ordinary course of business;

                  (4) encumbrances or restrictions existing under agreements
         existing on the date of this Indenture (including, without limitation,
         the Credit Agreement) as in effect on that date;

                  (5) restrictions on the transfer of assets subject to any Lien
         permitted under this Indenture imposed by the holder of such Lien;

                  (6) restrictions on the transfer of assets imposed under any
         agreement to sell such assets permitted under this Indenture to any
         Person pending the closing of such sale;

                  (7) any instrument governing Acquired Indebtedness, which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         properties or assets of the Person so acquired;

                  (8) any other agreement governing Indebtedness entered into
         after the Issue Date that contains encumbrances and restrictions taken
         as a whole that are not materially more restrictive with respect to any
         Restricted Subsidiary than those in effect on the Issue Date with
         respect to that Restricted Subsidiary pursuant to agreements in effect
         on the Issue Date (including this Indenture and the Credit Agreement);

                  (9) customary provisions in partnership agreements, limited
         liability company organizational governance documents, joint venture
         agreements and other similar agreements entered into in the ordinary
         course of business that restrict the transfer of ownership interests in
         such partnership, limited liability company, joint venture or similar
         Person;

                 (10) Purchase Money Indebtedness incurred in compliance with
         Section 4.10 of this Indenture that impose restrictions of the nature
         described in clause (c) above on the assets acquired;

                  (11) encumbrances or restrictions applicable only to a Foreign
         Subsidiary;

                 (12) any encumbrances or restrictions imposed by any
         amendments, refinancings and replacements of the contracts, instruments
         or obligations referred to in clauses (1) through (10) above; provided
         that such amendments or refinancings are, in


<PAGE>
                                      -56-


         the good faith judgment of the Company's Board of Directors, no more
         materially restrictive with respect to such encumbrances and
         restrictions than those prior to such amendment or refinancing; and

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

         Section 4.13. Limitations on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or permit or suffer
to exist any Lien of any nature whatsoever against (other than Permitted Liens)
any assets of the Company or any Guarantor (including Equity Interests of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom, unless contemporaneously therewith:

                  (1) in the case of any Lien securing an obligation that ranks
         pari passu with the Notes or a Note Guarantee, effective provision is
         made to secure the Notes or such Note Guarantee, as the case may be, at
         least equally and ratably with or prior to such obligation with a Lien
         on the same collateral; and

                  (2) in the case of any Lien securing an obligation that is
         subordinated in right of payment to the Notes or a Note Guarantee,
         effective provision is made to secure the Notes or such Note Guarantee,
         as the case may be, with a Lien on the same collateral that is prior to
         the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

         Section 4.14. Limitations on Transactions with Affiliates.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (an "Affiliate Transaction"), unless:

                  (1) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that would have been obtained in a comparable transaction at such
         time on an arm's-length basis by the Company or that Restricted
         Subsidiary from a Person that is not an Affiliate of the Company or
         that Restricted Subsidiary; and


<PAGE>
                                      -57-

                  (2) the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction
                  involving aggregate value in excess of $5.0 million, an
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with clause (1) above and a Secretary's
                  Certificate which sets forth and authenticates a resolution
                  that has been adopted by the Independent Directors approving
                  such Affiliate Transaction; and

                           (B) with respect to any Affiliate Transaction
                  involving aggregate value of $10.0 million or more, the
                  certificates described in the preceding clause (A) and a
                  written opinion as to the fairness of such Affiliate
                  Transaction to the Company or such Restricted Subsidiary from
                  a financial point of view issued by an Independent Financial
                  Advisor.

                  (b) The foregoing restrictions shall not apply to:

                  (1) transactions exclusively between or among (A) the Company
         and one or more Restricted Subsidiaries or (B) Restricted Subsidiaries;
         provided, in each case, that no Affiliate of the Company (other than
         another Restricted Subsidiary) owns Equity Interests of any such
         Restricted Subsidiary;

                  (2) reasonable director, officer and employee compensation
         (including bonuses) and other benefits (including retirement, health,
         stock option and other benefit plans) and indemnification arrangements;

                  (3) the entering into of a tax sharing agreement, or payments
         pursuant thereto, between the Company and/or one or more Subsidiaries,
         on the one hand, and any other Person with which the Company or such
         Subsidiaries are required or permitted to file a consolidated tax
         return or with which the Company or such Subsidiaries are part of a
         consolidated group for tax purposes, on the other hand, which payments
         by the Company and the Restricted Subsidiaries are not in excess of the
         tax liabilities that would have been payable by them on a stand-alone
         basis;

                  (4) loans and advances permitted by clause (3) of the
         definition of "Permitted Investments";

                  (5) Restricted Payments which are made in accordance with
         Section 4.11 of this Indenture; or

                  (6) any transaction with an Affiliate where the only
         consideration paid by the Company or any Restricted Subsidiary is
         Qualified Equity Interests.


<PAGE>
                                      -58-


         Section 4.15. Limitation on Asset Sales.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

         (1) the Company or such Restricted Subsidiary receives consideration at
         the time of such Asset Sale at least equal to the Fair Market Value of
         the assets included in such Asset Sale; and

         (2) at least 75% of the total consideration received in such Asset Sale
         consists of cash or Cash Equivalents.

                  For purposes of clause (2), the following shall be deemed to
be cash:

                  (A) the amount (without duplication) of any Indebtedness
         (other than Subordinated Indebtedness) of the Company or such
         Restricted Subsidiary that is expressly assumed by the transferee in
         such Asset Sale and with respect to which the Company or such
         Restricted Subsidiary, as the case may be, is unconditionally released
         by the holder of such Indebtedness,

                  (B) the amount of any obligations received from such
         transferee that are within 30 days converted by the Company or such
         Restricted Subsidiary to cash (to the extent of the cash actually so
         received), and

                  (C) the Fair Market Value of any assets (other than
         securities) received by the Company or any Restricted Subsidiary to be
         used by it in the Permitted Business.

                  If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is repaid or converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then the date of such repayment, conversion or
disposition shall be deemed to constitute the date of an Asset Sale hereunder
and the Net Available Proceeds thereof shall be applied in accordance with this
covenant.

                  If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company or such Restricted Subsidiary shall, no later than 365
days following the consummation thereof, apply all or any of the Net Available
Proceeds therefrom (or enter into a definitive agreement for such application
within such 365-day period, provided that such capital expenditure or purchase
is closed within 90 days after the end of such 365-day period) to:

         (1) satisfy all mandatory repayment obligations under the Credit
         Agreement arising by reason of such Asset Sale;


<PAGE>
                                      -59-


         (2) repay any Indebtedness which was secured by assets of the Company
         or a Restricted Subsidiary;

         (3) invest all or any part of the Net Available Proceeds thereof in the
         purchase of assets (other than securities) to be used by the Company or
         any Restricted Subsidiary in the Permitted Business; and/or

         (4) if such Asset Sale was consummated by a Foreign Subsidiary, repay
         any Indebtedness of such Foreign Subsidiary.

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

                  The amount of Net Available Proceeds not applied or invested
as provided in this Section 4.15(a) will constitute "Excess Proceeds."

                  (b) When the aggregate amount of Excess Proceeds equals or
exceeds $10.0 million, the Company will be required to make an offer to purchase
from all Holders and, if applicable, redeem (or make an offer to do so) any Pari
Passu Indebtedness of the Company the provisions of which require the Company to
redeem such Indebtedness with the proceeds from any Asset Sales (or offer to do
so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness
equal to the amount of such Excess Proceeds as follows:

         (1) the Company will (a) make an offer to purchase (a "Net Proceeds
         Offer") to all Holders in accordance with the procedures set forth in
         this Indenture, and (b) redeem (or make an offer to do so) any such
         other Pari Passu Indebtedness, pro rata in proportion to the respective
         principal amounts of the Notes and such other Indebtedness required to
         be redeemed, the maximum principal amount of Notes and Pari Passu
         Indebtedness that may be redeemed out of the amount (the "Payment
         Amount") of such Excess Proceeds;

         (2) the offer price for the Notes will be payable in cash in an amount
         equal to 100% of the principal amount of the Notes tendered pursuant to
         a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any,
         to the date such Net Proceeds Offer is consummated (the "Offered
         Price"), in accordance with the procedures set forth in this Indenture
         and the redemption price for such Pari Passu Indebtedness (the "Pari
         Passu Indebtedness Price") shall be as set forth in the related
         documentation governing such Indebtedness;


<PAGE>
                                      -60-


         (3) if the aggregate Offered Price of Notes validly tendered and not
         withdrawn by Holders thereof exceeds the pro rata portion of the
         Payment Amount allocable to the Notes, Notes to be purchased will be
         selected on a pro rata basis; and

         (4) upon completion of such Net Proceeds Offer in accordance with the
         foregoing provisions, the amount of Excess Proceeds with respect to
         which such Net Proceeds Offer was made shall be deemed to be zero.

                  The Net Proceeds Offer will remain open for a period of at
least 30 days following its commencement but no longer than 60 days, except to
the extent that a longer period is required by applicable law. On the Business
Day following the termination of the Net Proceeds Offer period the Company will
purchase the principal amount of Notes required to be purchased pursuant to this
Section 4.15 or, if less than the Payment Amount allocated to the Notes has been
so validly tendered and not properly withdrawn, all Notes validly tendered and
not properly withdrawn in response to the Net Proceeds Offer. Payment for any
Notes so purchased will be made in the same manner as interest payments are made
on the Notes. If the purchase date for the Excess Proceeds Offer is on or after
a record date and on or before the related interest payment date, any accrued
and unpaid interest shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest (to the extent involving interest that is due and payable on such
Interest Payment Date) shall be payable to Holders who tender Notes pursuant to
the Net Proceeds Offer.

                  Upon commencement of a Net Proceeds Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders. The
notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds
Offer shall be made to all Holders.

                  On or before the purchase date for the Net Proceeds Offer that
Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis
to the extent necessary, the Payment Amount allocated to the Notes pursuant to
the Net Proceeds Offer, or if less than the Payment Amount allocated to the
Notes has been so validly tendered and not properly withdrawn, all Notes validly
tendered and not properly withdrawn, (2) deposit by 11:00 a.m. New York City
time, on such date with the Paying Agent an amount in respect of all Notes, or
portions thereof, so accepted and (3) shall deliver to the Trustee an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 4.15. The
Company or the Paying Agent, as the case may be, shall promptly (but in any case
not later than five days after purchase date for the Net Proceeds Offer) mail or
deliver to each tendering Holder an amount equal to the Offered Price of the
Notes validly tendered and not properly withdrawn by such Holders and accepted
by the Company for purchase. Upon surrender and cancellation of a Certificated
Note that is purchased in part, the Company shall promptly issue and the Trustee
shall authenticate and deliver


<PAGE>
                                      -61-


to the surrendering Holder of such Certificated Note a new Certificated Note
equal in principal amount to the unpurchased portion of such surrendered
Certificated Note; provided that each such new Certificated Note shall be in a
principal amount at Maturity of $1,000 or an integral multiple thereof. Upon
surrender of a Global Note that is purchased in part pursuant to a Net Proceeds
Offer, the Paying Agent shall forward such Global Note to the Trustee who shall
make a notation in its records to reduce the principal amount of such Global
Note to an amount equal to the unpurchased portion of such Global Note , as
provided in Section 2.01 hereof. Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Net Proceeds Offer on or as soon as
pratical after the date of purchase. For purposes of this Section 4.15, the
Trustee shall act as the Paying Agent.

                  To the extent that the sum of the aggregate Offered Price of
Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Company may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes, subject to the provisions of
this Indenture.

                  (f) In the event of the transfer of substantially all (but not
all) of the assets of the Company and the Restricted Subsidiaries as an entirety
to a Person in a transaction covered by and effected in accordance with Section
5.01 of this Indenture, the successor corporation shall be deemed to have sold
for cash at Fair Market Value the assets of the Company and the Restricted
Subsidiaries not so transferred for purposes of this covenant, and shall comply
with the provisions of this covenant with respect to such deemed sale as if it
were an Asset Sale (with such Fair Market Value being deemed to be Net Available
Proceeds for such purpose).

                  (g) The Company will comply with applicable tender offer
rules, including the requirements of Rule 14e-1 under the Exchange Act and any
other applicable laws and regulations in connection with the purchase of Notes
pursuant to a Net Proceeds Offer. To the extent that the provisions of any
securities laws or regulations conflict with Section 4.15 of this Indenture, the
Company shall comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under Section 4.15 of this
Indenture by virtue of this compliance.

         Section 4.16. Limitation on Designation of Unrestricted Subsidiaries.

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


<PAGE>
                                      -62-


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

         (2) the Company would be permitted to make, at the time of such
         Designation, (a) a Permitted Investment or (b) an Investment pursuant
         to Section 4.11(a) above, in either case, in an amount (the
         "Designation Amount") equal to the Fair Market Value of the Company's
         proportionate interest in such Subsidiary on such date.

                  No Subsidiary shall be Designated as an "Unrestricted
Subsidiary" unless such Subsidiary:

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

         (2) is not party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary unless the
         terms of the agreement, contract, arrangement or understanding are no
         less favorable to the Company or the Restricted Subsidiary than those
         that might be obtained at the time from Persons who are not Affiliates;

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

         (4) has not guaranteed or otherwise directly or indirectly provided
         credit support for any Indebtedness of the Company or any Restricted
         Subsidiary, except for any guarantee given solely to support the pledge
         by the Company or any Restricted Subsidiary of the Equity Interests of
         such Unrestricted Subsidiary, which guarantee is not recourse to the
         Company or any Restricted Subsidiary, and except to the extent the
         amount thereof constitutes a Restricted Payment permitted pursuant to
         Section 4.11 of this Indenture.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is
not permitted to be incurred under Section 4.10 or the Lien is not permitted
under Section 4.13 the Company shall be in default of the applicable covenant.

                  The Company may redesignate an Unrestricted Subsidiary as a
Restricted Subsidiary (a "Redesignation") only if:


<PAGE>
                                      -63-


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

         (2) all Liens, Indebtedness and Investments of such Unrestricted
         Subsidiary outstanding immediately following such Redesignation would,
         if incurred or made at such time, have been permitted to be incurred or
         made for all purposes of this Indenture.

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

         Section 4.17. Additional Note Guarantees.

                  If, after the Issue Date, (a) the Company or any Restricted
Subsidiary shall acquire or create another Subsidiary (other than in any case a
Foreign Subsidiary or Subsidiary that has been designated an Unrestricted
Subsidiary) or (b) any Unrestricted Subsidiary that is not a Foreign Subsidiary
is redesignated a Restricted Subsidiary, then, in each such case, the Company
shall cause such Restricted Subsidiary to:

         (1) execute and deliver to the Trustee (a) a supplemental indenture in
         form and substance satisfactory to the Trustee pursuant to which such
         Restricted Subsidiary shall unconditionally guarantee all of the
         Company's obligations under the Notes and this Indenture and (b) a
         notation of guarantee in respect of its Note Guarantee; and

         (2) deliver to the Trustee one or more opinions of counsel that such
         supplemental indenture (a) has been duly authorized, executed and
         delivered by such Restricted Subsidiary and (b) constitutes a valid and
         legally binding obligation of such Restricted Subsidiary in accordance
         with its terms.

         Section 4.18. Limitation on Layering Indebtedness.

                  The Company will not, and will not permit any Guarantor to,
directly or indirectly, incur any Indebtedness that is or purports to be by its
terms (or by the terms of any agreement governing such Indebtedness)
subordinated to any other Indebtedness of the Company or of such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) made expressly subordinate to the
Notes or the Note Guarantee of such Guarantor, to the same extent and in the
same manner as such Indebtedness is subordinated to such other Indebtedness of
the Company or such Guarantor, as the case may be.


<PAGE>
                                      -64-


         Section 4.19. Limitations on the Issuance or Sale of Equity Interests
of Restricted Subsidiaries.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, sell or issue any shares of Equity
Interests of any Restricted Subsidiary except (1) to the Company, a Restricted
Subsidiary or the minority stockholders of any Restricted Subsidiary, on a pro
rata basis, at Fair Market Value, or (2) to the extent such shares represent
directors' qualifying shares or shares required by applicable law to be held by
a Person other than the Company or a Wholly-Owned Restricted Subsidiary. The
sale of all the Equity Interests of any Restricted Subsidiary is permitted by
this Section 4.19 but is subject to Section 4.15 of this Indenture.

         Section 4.20. Limitation on Sale and Leaseback Transactions.

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into any Sale and Leaseback
Transaction; provided that the Company or any Restricted Subsidiary may enter
into a Sale and Leaseback Transaction if:

         (1) the Company or such Restricted Subsidiary could have (a) incurred
         the Indebtedness attributable to such Sale and Leaseback Transaction
         pursuant to Section 4.10 and (b) incurred a Lien to secure such
         Indebtedness without equally and ratably securing the Notes pursuant to
         Section 4.13;

         (2) the gross cash proceeds of such Sale and Leaseback Transaction are
         at least equal to the Fair Market Value of the asset that is the
         subject of such Sale and Leaseback Transaction; and

         (3) the transfer of assets in such Sale and Leaseback Transaction is
         permitted by, and the Company or the applicable Restricted Subsidiary
         applies the proceeds of such transaction in accordance with, Section
         4.15.


                                    ARTICLE 5

                                   SUCCESSORS

         Section 5.01. Limitation on Mergers, Consolidation, Etc.

                  (a) The Company will not directly or indirectly, in a single
transaction or a series of related transactions, (a) consolidate or merge with
or into (other than a merger with a Wholly Owned Restricted Subsidiary solely
for the purpose of changing the Company's jurisdiction of incorporation to
another State of the United States), or sell, lease, transfer, convey


<PAGE>
                                      -65-


or otherwise dispose of or assign all or substantially all of the assets of the
Company or the Company and the Restricted Subsidiaries (taken as a whole) or (b)
consummate a Plan of Liquidation unless, in either case:

                  (1) either:

                           (a) the Company will be the surviving or continuing
                  Person; or

                           (b) the Person formed by or surviving such
                  consolidation or merger or to which such sale, lease,
                  conveyance or other disposition shall be made (or, in the case
                  of a Plan of Liquidation, any Person to which assets are
                  transferred) (collectively, the "Successor") is a corporation
                  organized and existing under the laws of any State of the
                  United States of America or the District of Columbia, and the
                  Successor expressly assumes, by supplemental indenture in form
                  and substance satisfactory to the Trustee, all of the
                  obligations of the Company under the Notes, this Indenture and
                  the Registration Rights Agreement;

                  (2) immediately prior to and immediately after giving effect
         to such transaction and the assumption of the obligations as set forth
         in clause (1)(b) above and the incurrence of any Indebtedness to be
         incurred in connection therewith, no Default shall have occurred and be
         continuing; and

                  (3) immediately after and giving effect to such transaction
         and the assumption of the obligations set forth in clause (1)(b) above
         and the incurrence of any Indebtedness to be incurred in connection
         therewith, and the use of any net proceeds therefrom on a pro forma
         basis, (a) the Consolidated Net Worth of the Company or the Successor,
         as the case may be, would be at least equal to the Consolidated Net
         Worth of the Company immediately prior to such transaction and (b) the
         Company or the Successor, as the case may be, could incur $1.00 of
         additional Indebtedness pursuant to the Coverage Ratio Exception.

For purposes of this covenant, any Indebtedness of the Successor which was not
Indebtedness of the Company immediately prior to the transaction shall be deemed
to have been incurred in connection with such transaction.

                  (b) Except as provided in Section 10.04, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:


<PAGE>
                                      -66-


                  (1)      either

                           (a) such Guarantor will be the surviving or
                  continuing Person; or

                           (b) the Person formed by or surviving any such
                  consolidation or merger assumes, by supplemental indenture in
                  form and substance satisfactory to the Trustee, all of the
                  obligations of such Guarantor under the Note Guarantee of such
                  Guarantor, this Indenture and the Registration Rights
                  Agreement; and

                  (2) immediately after giving effect to such transaction, no
         Default shall have occurred and be continuing.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries, the Equity Interests of which constitute all or
substantially all of the properties and assets of the Company, will be deemed to
be the transfer of all or substantially all of the properties and assets of the
Company.

                  Upon any consolidation, combination or merger of the Company
or a Guarantor, or any transfer of all or substantially all of the assets of the
Company in accordance with the foregoing, in which the Company or such Guarantor
is not the continuing obligor under the Notes or its Note Guarantee, the
surviving entity formed by such consolidation or into which the Company or such
Guarantor is merged or to which the conveyance, lease or transfer is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor under this Indenture, the Notes and the Note
Guarantees with the same effect as if such surviving entity had been named
therein as the Company or such Guarantor and, except in the case of a
conveyance, transfer or lease, the Company or such Guarantor, as the case may
be, will be released from the obligation to pay the principal of and interest on
the Notes or in respect of its Note Guarantee, as the case may be, and all of
the Company's or such Guarantor's other obligations and covenants under the
Notes, this Indenture and its Note Guarantee, if applicable.

                  Notwithstanding the foregoing, any Restricted Subsidiary may
merge into the Company or another Restricted Subsidiary.

         Section 5.02. Successor Substituted.

                  Upon any consolidation, merger, sale, assignment, transfer,
lease or other disposition of all or substantially all of the assets of the
Company or the Company and its Restricted Subsidiaries (taken as a whole) in
accordance with Section 5.01 above, the Successor shall succeed to, and be
substituted for, and may exercise every right and power of, and shall


<PAGE>
                                      -67-


assume every duty and Obligation of, the Company under this Indenture with the
same effect as if such Successor had been named as the Company herein. When the
Successor assumes all Obligations of the Company hereunder, all Obligations of
the predecessor shall terminate.

                  If the Successor shall have succeeded to and been substituted
for the Company, such Successor may cause to be signed, and may issue either in
its own name or in the name of the Company prior to such succession any or all
of the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such Successor,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Notes which previously shall have been signed and delivered by the Officers
of the Company to the Trustee for authentication, and any Notes which such
Successor thereafter shall cause to be signed and delivered to the Trustee for
that purpose (in each instance with notations of Guarantees thereon by the
Guarantors). All of the Notes so issued and so endorsed shall in all respects
have the same legal rank and benefit under this Indenture as the Notes
theretofore or thereafter issued and endorsed in accordance with the terms of
this Indenture and the Guarantees as though all such Notes had been issued and
endorsed at the date of the execution hereof.

                  In case of any such consolidation, merger, continuance, sale,
transfer, conveyance or other disposal, such changes in phraseology and form
(but not in substance) may be made in the Notes thereafter to be issued or the
Guarantees to be endorsed thereon as may be appropriate.

                  For all purposes of this Indenture and the Notes, Subsidiaries
of any Successor will, upon such transaction or series of transactions, become
Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to
this Indenture and all Indebtedness, and all Liens on property or assets, of the
Successor and its Subsidiaries immediately prior to such transaction or series
of transactions shall be deemed to have been incurred upon such transaction or
series of transactions.


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         Section 6.01. Events of Default.

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

         (1) failure by the Company to pay interest on any of the Notes when it
         becomes due and payable and the continuance of any such failure for 30
         days;


<PAGE>
                                      -68-


         (2) failure by the Company to pay the principal of or premium, if any,
         on any of the Notes when it becomes due and payable, whether at stated
         maturity, upon redemption, upon purchase, upon acceleration or
         otherwise;

         (3) failure by the Company to comply with any of its agreements or
         covenants described above in Section 5.01 of this Indenture or in
         respect of its obligations to make a Change of Control Offer as
         described above under Section 4.08 of this Indenture;

         (4) failure by the Company to comply with any other agreement or
         covenant in this Indenture and continuance of this failure for 60 days
         after notice of the failure has been given to the Company by the
         Trustee or by the Holders of at least 25% of the aggregate principal
         amount of the Notes then outstanding;

         (5) default under any mortgage, indenture or other instrument or
         agreement under which there may be issued or by which there may be
         secured or evidenced Indebtedness of the Company or any Restricted
         Subsidiary, whether such Indebtedness now exists or is incurred after
         the Issue Date, which default:

                           (a) is caused by a failure to pay when due principal
                  on such Indebtedness within the applicable express grace
                  period,

                           (b) results in the acceleration of such Indebtedness
                  prior to its express final maturity or

                           (c) results in the commencement of judicial
                  proceedings to foreclose upon, or to exercise remedies under
                  applicable law or applicable security documents to take
                  ownership of, the assets securing such Indebtedness, and

         in each case, the principal amount of such Indebtedness, together with
         any other Indebtedness with respect to which an event described in
         clause (a), (b) or (c) has occurred and is continuing, aggregates $10.0
         million or more;

         (6) one or more judgments or orders that exceed $10.0 million in the
         aggregate (net of amounts covered by insurance or bonded) for the
         payment of money have been entered by a court or courts of competent
         jurisdiction against the Company or any Restricted Subsidiary and such
         judgment or judgments have not been satisfied, stayed, annulled or
         rescinded within 60 days of being entered;

         (7) the Company or any Significant Subsidiary pursuant to or within the
         meaning of any Bankruptcy Law:


<PAGE>
                                      -69-


                           (a) commences a voluntary case,

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

                           (c) consents to the appointment of a Custodian of it
                  or for all or substantially all of its assets, or

                           (d) makes a general assignment for the benefit of its
                  creditors;

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

                           (a) is for relief against the Company or any
                  Significant Subsidiary as debtor in an involuntary case,

                           (b) appoints a Custodian of the Company or any
                  Significant Subsidiary or a Custodian for all or substantially
                  all of the assets of the Company or any Significant
                  Subsidiary, or

                           (c) orders the liquidation of the Company or any
                  Significant Subsidiary,

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

         (9) any Note Guarantee of any Significant Subsidiary ceases to be in
         full force and effect (other than in accordance with the terms of such
         Note Guarantee and this Indenture) or is declared null and void and
         unenforceable or found to be invalid or any Guarantor denies its
         liability under its Note Guarantee (other than by reason of release of
         a Guarantor from its Note Guarantee in accordance with the terms of
         this Indenture and the Note Guarantee).

         Section 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause 6.01(7) or (8) above with respect to the Company), shall
have occurred and be continuing under this Indenture, the Trustee, by written
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding by written notice to the Company and the
Trustee, may declare all amounts owing under the Notes to be due and payable
immediately. Upon such declaration of acceleration, the aggregate principal of,
premium, if any, and accrued and unpaid interest on the outstanding Notes shall
immediately become due and payable. If an Event of Default specified in clause
6.01(7) or (8) above with respect


<PAGE>
                                      -70-


to the Company occurs, all outstanding Notes shall become due and payable
without any further action or notice.

                  After any such acceleration, but before a judgment or decree
based on acceleration, Holders of a majority in aggregate principal amount of
the outstanding Notes by notice to the Company and the Trustee may rescind an
acceleration and its consequences if:

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

                              (i)      all money paid or advance by the Trustee
                                       hereunder and the reasonable
                                       compensation, expenses, disbursements and
                                       advances of the Trustee, its agents and
                                       counsel, and any other amounts due to the
                                       Trustee under Section 7.07.

                              (ii)     all overdue installments of interest on,
                                       and any other amounts due in respect of,
                                       all Notes;

                              (iii)    the principal of (and premium, if any,
                                       on) any Notes that have become due
                                       otherwise than by such declaration of
                                       acceleration and interest thereon at the
                                       rate or rates prescribed therefor in the
                                       Notes and this Indenture; and

                              (iv)     to the extent that payment of such
                                       interest is lawful, interest upon
                                       defaulted interest at the rate or rates
                                       prescribed therefor in the Notes and this
                                       Indenture;

                           (b) All Events of Default, other than the nonpayment
                  of principal of Notes which have become due solely by such
                  declaration of acceleration, have been cured or waived as
                  provided in Section 6.04;

                           (c) the annulment of such acceleration would not
                  conflict with any judgment or decree of a court of competent
                  jurisdiction; and

                           (d) the Company has delivered an Officers'
                  Certificate to the Trustee to the effect of clauses (b) and
                  (c) of this sentence.

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

                  However, such limitations do not apply to a suit instituted by
a Holder of any Note for enforcement of payment of the principal of or interest
on such Note on or after the due date therefor (after giving effect to the grace
period specified Section 6.01 (1).


<PAGE>
                                      -71-


         Section 6.03. Other Remedies.

                  Notwithstanding any other provision of this Indenture, if an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal,
premium, if any, or interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

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

         Section 6.04. Waiver of Past Defaults.

                  Subject to Sections 6.07 and 9.02 the Holders of a majority in
principal amount of the Notes then outstanding by notice to the Trustee may
waive an existing Default or Event of Default and its consequences. When a
Default is waived, it is cured and ceases; but no such waiver shall extend to
any other Default.

         Section 6.05. Control by Majority.

                  The Holders of a majority in aggregate principal amount of the
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes; provided that such
directions shall not be in conflict with any law or this Indenture. Before
proceeding to exercise any right or power under this Indenture at the direction
of such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities which might be Incurred by it in complying with any such
direction.

         Section 6.06. Limitation on Suits.

                  Except as provided in Section 6.07, a Holder may pursue a
remedy with respect to this Indenture or the Notes only if:

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

                  (2) the Holders of at least 25% in aggregate principal amount
         of the Notes then outstanding make a written request to the Trustee to
         institute proceedings in respect of such Event of Default;


<PAGE>
                                      -72-


                  (3) such Holder or Holders furnish to the Trustee reasonable
         indemnity, satisfactory to the Trustee, against any loss, liability or
         expense to be thereby incurred (including reasonable attorneys' fees);

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the furnishing of indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         principal amount of the Notes then outstanding do not give the Trustee
         a direction inconsistent with the request.

                  A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

         Section 6.07. Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal, premium, if any,
or interest in respect of any such Note on the stated maturity expressed in such
Note, on or after the respective due dates expressed in the Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or adversely affected without the consent of the Holder.

         Section 6.08. Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.01(l) or (2)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal, premium, if any, and interest remaining unpaid.

         Section 6.09. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee, any predecessor Trustee and the Holders allowed in any judicial
proceedings relative to the Company, its creditors or its property. All rights
of action and claims under this Indenture may be prosecuted and enforced by the
Trustee without the possession of any of the Notes or the production thereof in
any proceeding related thereto. Any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
the Notes any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder


<PAGE>
                                      -73-


thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of the Notes in any such proceeding.

         Section 6.10. Priorities.

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

                  FIRST:  to the Trustee for amounts due under Section 7.07;

                  SECOND: to Holders for amounts due and unpaid on the Notes for
         principal, premium, if any, and interest, ratably, without preference
         or priority of any kind, according to the amounts due and payable on
         the Notes for principal, premium, if any, and interest, respectively;
         and

                  THIRD: to the Company, the Guarantors to such other party as a
         court of competent jurisdiction shall decide.

                  The Trustee may fix a record date and payment date for any
payment by it to Holders pursuant to this Section 6.10.

         Section 6.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit other than the Trustee of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in aggregate principal amount of the Notes then
outstanding.


                                    ARTICLE 7

                                     TRUSTEE

         Section 7.01. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of


<PAGE>
                                      -74-


care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his own affairs.

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

                  (1) The Trustee need perform only those duties that are
         expressly set forth in this Indenture and no others.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of certificates or opinions
         required to be furnished to it pursuant to any provision herein, the
         Trustee shall examine the certificates and opinions to determine
         whether or not they substantially conform to the requirements of this
         Indenture but need not verify the accuracy of the content thereof.

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

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

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

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

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense (anticipated or actual which have or may arise), including
reasonable attorneys' fees.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.


<PAGE>
                                      -75-


                  (g) The Trustee shall not be required to give any bond or
surety with respect to the execution of its rights and powers or with respect to
this Indenture.

                  (h) The Trustee shall not be bound to ascertain or inquire as
to the performance or observance of any covenants, conditions or agreements on
the part of the Company hereunder.

         Section 7.02. Rights of Trustee

         Subject to the provisions of Section 7.01(a)

                  (a) The Trustee may conclusively rely on any document (whether
in its original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any
fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officer's Certificate and/or an Opinion of Counsel in form and
substance reasonably acceptable to the Trustee. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture; provided that the
trustee's conduct does not constitute unlawful misconduct or negligence.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability
whatsoever in the performance of any of its duties hereunder.

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

                  (g) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Trust Officer if the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture;


<PAGE>
                                      -76-


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

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

         Section 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or a
Related Person thereof with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, must
comply with Sections 7.10 and 7.11.

         Section 7.04. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Notes or Note Guarantees; it shall not be
accountable for the Company's use of the proceeds from the Notes; and it shall
not be responsible for any statement in the Notes other than its certificate of
authentication.

         Section 7.05. Notice of Defaults.

                  The Trustee shall, within 30 days after the occurrence of any
Default with respect to the Notes, give the Holders notice of all uncured
Defaults thereunder known to it; provided, however, that, except in the case of
an Event of Default in payment with respect to the Notes or a Default in
complying with Section 5.01, the Trustee shall be protected in withholding such
notice if and so long as a committee of its Trust Officers in good faith
determines that the withholding of such notice is in the interest of the
Holders.

         Section 7.06. Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after each
January 1 beginning with January 1, 2003, the Trustee shall mail to each Holder
as required by TIA Section 313(c) a brief report dated as of such date that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b) and (c).


<PAGE>
                                      -77-


                  A copy of each report at the time of its mailing to Holders
shall be filed by the Trustee with the SEC and each stock exchange, if any, on
which the Notes are listed. The Company shall notify the Trustee when the Notes
are listed on any stock exchange or delisted therefrom.

         Section 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its services as shall be agreed upon in writing between the
Company and the Trustee. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall promptly
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with administering this Indenture. Such expenses
shall include the reasonable compensation and out-of-pocket expenses of the
Trustee's agents and counsel.

                  The Company shall fully indemnify the Trustee and hold it
harmless against any and all loss, claim, damage, expense or liability
(including the reasonable fees and expenses of counsel) incurred by it in
connection with the administration of this Indenture and the performance of its
duties hereunder. The Company need not pay for any settlement made without its
consent. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnification. The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through or
attributable to the Trustee's own negligence, bad faith or willful misconduct.

                  To secure the Company's payment Obligations in this Section,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. The Trustee shall comply with the
provisions of TIA Section 313 (b)(2) to the extent applicable.

         Section 7.08. Replacement of Trustee.

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

                  The Trustee may resign by so notifying the Company in writing.
The Holders of a majority in principal amount of the Notes may remove the
Trustee by so notifying in writing


<PAGE>
                                      -78-


the Trustee and the Company and may appoint a successor Trustee with the
Company's consent. The Company may remove the Trustee if:

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

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order of relief is entered with respect to the Trustee under any
         Bankruptcy Law;

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

                  (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in aggregate principal amount of the
Notes then outstanding may petition at the expense of the Company a federal
court or any court of competent jurisdiction for the appointment of a successor
Trustee.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to the Holders. The retiring Trustee shall upon payment of its
charges hereunder promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.07.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Company's obligation to compensate the retiring Trustee
under Section 7.07 for services rendered prior to its retirement and the
Company's obligation to indemnify the Trustee under Section 7.07 shall continue
for the benefit of the retiring Trustee and shall survive termination of this
Indenture.


<PAGE>
                                      -79-



         Section 7.09. Successor Trustee by Merger, Etc.

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

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all cases such certificates shall have the full force which it
is anywhere in the Notes or in this Indenture.

         Section 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b), provided that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
are outstanding and meeting the requirements for exclusion set forth in TIA
Section 310(b)(1).

         Section 7.11. Preferential Collection of Claims Against Company.

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


                                    ARTICLE 8

                                   DEFEASANCE

         Section 8.01. Option to Effect Defeasance or Covenant Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution of its Board of Directors, a copy of which shall be
delivered to the Trustee, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article 8.


<PAGE>
                                      -80-


         Section 8.02. Legal Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their respective Obligations with respect
to all outstanding Notes, this Indenture and the Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes and the
Company and the Guarantors shall be deemed to have satisfied all of their
obligations under such Notes, this Indenture and the Guarantees (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder:

                           (a) the rights of Holders of such Notes to receive,
                  solely from the trust fund described in Section 8.04 hereof
                  and as more fully set forth in Section 8.04, payments in
                  respect of the principal of and any premium and interest on
                  such Notes when payments are due (but not the Change of
                  Control Purchase Price or the Offered Price),

                           (b) the Company's obligations with respect to such
                  Notes under Sections 2.05, 2.06, 2.07, 2.08, 2.10, and 4.02
                  hereof,

                           (c) the rights, powers, trusts, duties and immunities
                  of the Trustee under this Indenture,

                           (d) Article 3 hereof, and

                           (e) this Article 8.

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

         Section 8.03. Covenant Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, (i) the Company and the Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in
Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
4.17, 4.18, 4.19 and Sections 5.01(a)(iii) and 5.01(b) hereof and any covenant
added to this Indenture subsequent to the Issue Date pursuant to Section 9.01
hereof with respect to the outstanding Notes and (ii) the occurrence of any
event specified in Section 6.01(c) or 6.01(d)


<PAGE>
                                      -81-


hereof, with respect to any of Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and Sections 5.01(a)(iii)
and 5.01(b) hereof, and any covenant added to this Indenture subsequent to the
Issue Date pursuant to Section 9.01 hereof, shall be deemed not to be or result
in an Event of Default, in each case with respect to such Notes as provided in
this Section 8.03 on and after the date on which the conditions set forth in
Section 8.04 hereof are satisfied, and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, "Covenant Defeasance" means that,
with respect to the outstanding Notes, the Company and the Guarantors may omit
to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant (to the extent so specified in the
case of Section 6.01(c) or 6.01(d) hereof), whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture, the Guarantees and the Notes shall be unaffected
thereby.

         Section 8.04. Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

         (1) the Company must irrevocably deposit with the Trustee, in trust,
         for the benefit of the Holders, U.S. legal tender, U.S. Government
         Obligations or a combination thereof, in such amounts as will be
         sufficient (without reinvestment) in the opinion of a nationally
         recognized firm of independent public accountants selected by the
         Company, to pay the principal of, premium, if any, on and interest on
         the Notes on the stated date for payment or on the redemption date of
         the principal or installment of principal of or interest on the Notes,
         and the Holders must have a valid, perfected, exclusive security
         interest in such trust,

         (2) in the case of Legal Defeasance, the Company shall have delivered
         to the Trustee an opinion of counsel in the United States reasonably
         acceptable to the Trustee confirming that:

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


<PAGE>
                                      -82-


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

         in either case to the effect that, and based thereon this opinion of
         counsel shall confirm that, the Holders will not recognize income, gain
         or loss for U.S. federal income tax purposes as a result of the Legal
         Defeasance and will be subject to U.S. federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred,

         (3) in the case of Covenant Defeasance, the Company shall have
         delivered to the Trustee an opinion of counsel in the United States
         reasonably acceptable to the Trustee confirming that the Holders will
         not recognize income, gain or loss for U.S. federal income tax purposes
         as a result of such Covenant Defeasance and will be subject to U.S.
         federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if the Covenant Defeasance had
         not occurred,

         (4) no Default shall have occurred and be continuing on the date of
         such deposit (other than a Default resulting from the borrowing of
         funds to be applied to such deposit and the grant of any Lien securing
         such borrowing),

         (5) the Legal Defeasance or Covenant Defeasance shall not result in a
         breach or violation of, or constitute a default under this Indenture or
         any other material agreement or instrument to which the Company or any
         of its Subsidiaries is a party or by which the Company or any of its
         Subsidiaries is bound,

         (6) the Company shall have delivered to the Trustee an Officers'
         Certificate stating that the deposit was not made by it with the intent
         of preferring the Holders over any other of its creditors or with the
         intent of defeating, hindering, delaying or defrauding any other of its
         creditors or others, and

         (7) the Company shall have delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that the conditions
         provided for in, in the case of the Officers' Certificate, clauses (1)
         through (6) and, in the case of the Opinion of Counsel, clauses (1)
         (with respect to the validity and perfection of the security interest),
         (2) and/or (3) and (5) of this paragraph have been complied with.

                  If the funds deposited with the Trustee to effect Covenant
Defeasance are insufficient to pay the principal of and interest on the Notes
when due, then the Company's obligations and the obligations of Guarantors under
this Indenture will be revived and no such defeasance will be deemed to have
occurred.


<PAGE>
                                      -83-


         Section 8.05. Termination of the Obligations by Satisfaction or
                       Pursuant to Redemption.

                  This Indenture shall upon the request of the Company cease to
be of further effect (except as to surviving rights of registration of transfer,
substitution or exchange of Notes herein expressly provided for, the Company's
obligations under Sections 7.07 and 8.07 hereof, the Company's rights of
optional redemption under Article 3 hereof, and the Company's, the Trustee's and
the Paying Agent's obligations under Section 8.06 hereof) and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture if:

         (1) all the Notes that have been authenticated and delivered (except
         lost, stolen or destroyed Notes which have been replaced or paid and
         Notes for whose payment money has been deposited in trust or segregated
         and held in trust by the Company and thereafter repaid to the Company
         or discharged from this trust) have been delivered to the Trustee for
         cancellation, or

         (2) (a) all Notes not delivered to the Trustee for cancellation
         otherwise have become due and payable or have been called for
         redemption pursuant to the provisions described in paragraph 6 of the
         Notes and the Company has irrevocably deposited or caused to be
         deposited with the Trustee funds in trust in an amount of money
         sufficient to pay and discharge the entire Indebtedness (including all
         principal, premium, if any, and accrued and unpaid interest) on the
         Notes not theretofore delivered to the Trustee for cancellation,

                  (b) the Company has paid all sums payable by it under this
         Indenture, and

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 7.07,
7.08, and this Article 8, and the Trustee's and Paying Agent's obligations in
Section 8.06 shall survive until the Notes are no longer outstanding.
Thereafter, only the Company's obligations in Sections 7.07, 8.06 and 8.07 and
the Trustee's and Paying Agent's obligations in Section 8.07 shall survive.


<PAGE>
                                      -84-


                  In order to have money available on a payment date to pay
principal (and premium, if any, on) or interest on the Notes, the U.S.
Government Obligations shall be payable as to principal (and premium, if any) or
interest (and Special Interest, if any) at least one Business Day before such
payment date in such amounts as will provide the necessary money.

         Section 8.06. Application of Trust Money.

                  All money deposited with the Trustee pursuant to Section 8.04
or 8.05 shall be held in trust and, at the written direction of the Company, be
invested prior to maturity in non-callable U.S. Government Obligations, and
applied by the Trustee in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or indirectly or through any Paying
Agent as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for the payment of which money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         Section 8.07. Repayment to the Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon written request any excess money or securities held by them at any
time.

                  The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
that remains unclaimed for two years after the date upon which such payment
shall have become due; provided, that the Company shall have either caused
notice of such payment to be mailed to each Holder of the Notes entitled thereto
no less than 30 days prior to such repayment or within such period shall have
published such notice in a financial newspaper of widespread circulation
published in The City of New York, including, without limitation, The Wall
Street Journal (national edition). After payment to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

         Section 8.08. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 8.06 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and Guarantors' Obligations under this Indenture, the
Notes and the Guarantees shall be revived and reinstated as though no deposit

<PAGE>
                                      -85-


has occurred pursuant to Section 8.04 or 8.05 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government Obligations
in accordance with Section 8.06, provided, however, that if the Company or the
Guarantors have made any payment of interest on or principal (and premium, if
any) of any Notes because of the reinstatement of their Obligations, the Company
or such Guarantors shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent.


                                    ARTICLE 9

                      AMENDMENTS, MODIFICATIONS AND WAIVERS

         Section 9.01. Without Consent of Holders.

                  The Company, the Guarantors and the Trustee may amend this
Indenture, the Note Guarantees or the Notes without the consent of any Holder:

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

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

                  (3) to provide for the assumption of the Company's or any
         Guarantor's obligations to the Holders in the case of a merger or
         acquisition;

                  (4) to add Guarantors or to release any Guarantor from any of
         its obligations under its Note Guarantee or this Indenture (to the
         extent permitted by this Indenture);

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

                  (6) in case of the case of this Indenture, to comply with the
         requirements of SEC to qualify or maintain the qualification of this
         Indenture under the TIA;

                  (7) to evidence or provide for the acceptance of appointment
         under this Indenture of a successor Trustee;

                  (8) to add any additional Events of Default; or

                  (9) to secure the Notes and/or the Guarantees.


<PAGE>
                                      -86-


                  For the purposes of this Section 9.01, the Trustee may, in its
discretion, determine whether or not the Holder of any Notes would be materially
adversely affected by any amendment or supplement to this Indenture and any such
determination shall be conclusive upon every Holder, whether theretofore or
thereafter entered into. The Trustee shall, subject to the express provisions of
this Indenture, not be liable for any such determination made in good faith and
shall be entitled to, and may rely upon, an Opinion of Counsel with respect
thereto.

         Section 9.02. With Consent of Holders.

                  This Indenture and the Notes may be amended, with the consent
(which may include consents obtained in connection with a tender offer or
exchange offer for Notes) of the Holders of at least a majority in principal
amount of the Notes then outstanding, and any existing Default under, or
compliance with any provision of , this Indenture may be waived, (other than any
continuing Default or in the payment of the principal of, premium, if any, on or
interest on of the Notes), with the consent (which may include consents obtained
in connection with a tender offer or exchange offer for Notes) of the Holders of
a majority in principal amount of the Notes then outstanding; provided that:

                  (a) no such amendment may, without the consent of the Holders
         of two-thirds in aggregate principal amount of Notes then outstanding,
         amend the obligation of the Company under Section 4.08 of this
         Indenture or the related definitions that could adversely affect the
         rights of any Holder; and

                  (b) without the consent of each Holder affected, the Company
         and the Trustee may not:

                           (1) change the maturity of any Note;

                           (2) reduce the amount, extend the due date or
                  otherwise affect the terms of any scheduled payment of
                  interest on or principal of the Notes;

                           (3) reduce any premium payable upon optional
                  redemption of the Notes, change the date on which any Notes
                  are subject to redemption or otherwise alter the provisions
                  with respect to the redemption of the Notes;

                           (4) make any Note payable in money or currency other
                  than that stated in the Notes;

                           (5) modify or change any provision of this Indenture
                  or the related definitions to affect the ranking of the Notes
                  or any Note Guarantee in a manner that adversely affects the
                  Holders;


<PAGE>
                                      -87-


                           (6) reduce the percentage of Holders necessary to
                  consent to an amendment or waiver to this Indenture or the
                  Notes;

                           (7) impair the right of any Holder of the Notes to
                  receive payment of principal of and interest on such Holder's
                  Notes on or after the due dates therefor or to institute suit
                  for the enforcement of any payment on or with respect to such
                  Holder's Notes;

                           (8) release any Guarantor from any of its obligations
                  under its Note Guarantee or this Indenture, except as
                  permitted by this Indenture; or

                           (9) make any change in these amendment and waiver
                  provisions.

         It shall not be necessary for the consent of the Holders of Notes under
         this Section 9.02 to approve the particular form of any proposed
         amendment or waiver, but it shall be sufficient if such consent
         approves the substance thereof.

         Section 9.03. Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture, the Notes or
the Note Guarantees shall comply with the TIA as then in effect.

         Section 9.04. Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder or subsequent Holder may revoke the
consent as to his Note or portion of a Note if the Trustee receives notice of
revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date if fixed, then notwithstanding the
immediately preceding subsection, those Persons who were Holders at such record
date (or their designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record
date. No consent shall be valid or effective for more than 120 days after such
record date.


<PAGE>
                                      -88-


                  After an amendment, supplement or waiver becomes effective
with respect to this Indenture or the Notes, it shall bind every Holder unless
it makes a change described in any of clauses (1) through (9) of Section 9.02.
In that case the amendment, supplement or waiver shall bind each Holder of a
Note who has consented to it, and provided that notice of such amendment,
supplement or waiver is reflected on a Note that evidences the same debt as the
consenting Holder's Note, every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder's Note.

         Section 9.05. Notation on or Exchange of Notes.

                  If an amendment, supplement or waiver changes the terms of a
Note, the Trustee may require the Holder of the Note to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Note about the
changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Note shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms. Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.

         Section 9.06. Trustee Protected.

                  The Trustee need not sign any amendment, supplement or waiver
authorized pursuant to this Article that the Trustee shall conclude in its
reasonable judgment adversely affects the Trustee's rights. The Trustee shall be
entitled to receive and rely upon an Opinion of Counsel and an Officers
Certificate that any supplemental indenture complies with this Indenture.


                                   ARTICLE 10

                               GUARANTEE OF NOTES

         Section 10.01. Guarantee.

                  Subject to the provisions of this Article 10, each Guarantor,
by execution of this Indenture, jointly and severally, unconditionally
guarantees to each Holder (i) the due and punctual payment of the principal of
and interest on each Note, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue principal of and interest on the Notes, to the extent
lawful, and the due and punctual payment of all other Obligations and due and
punctual performance of all obligations of the Company to the Holders or the
Trustee all in accordance with the terms of such Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Notes or any of such other Obligations,


<PAGE>
                                      -89-


that the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, at stated maturity, by acceleration
or otherwise.

         Section 10.02. Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Guarantee, substantially in
the form included in Exhibit B hereto, shall be endorsed on each Note
authenticated and delivered by the Trustee and such Guarantee shall be executed
by either manual or facsimile signature of an Officer or an Officer of a general
partner, as the case may be, of each Guarantor. The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

                  Each of the Guarantors hereby agrees that its Guarantee set
forth in Section 10.01 above shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Guarantee.

                  If an officer of a Guarantor whose signature is on this
Indenture or a Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which such Guarantee is endorsed or at any time
thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless.

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

         Section 10.03. Limitation of Guarantee.

                  The obligations of each Subsidiary Guarantor under its Note
Guarantee will be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Subsidiary Guarantor
(including, without limitation, any guarantees under the Credit Agreement
permitted under Section 4.10 of this Indenture) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Note Guarantee or pursuant to its contribution obligations under this
Indenture, result in the obligations of such Subsidiary Guarantor under its Note
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal, state, or foreign law. Each Subsidiary Guarantor that makes a payment
for distribution under its Note Guarantee is entitled to a contribution from
each other Subsidiary Guarantor in a pro rata amount based on adjusted net
assets of each Subsidiary Guarantor.


<PAGE>
                                      -90-


         Section 10.04. Release of Guarantor.

                  In the event of a sale or other disposition of all of the
assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Equity Interests of any
Subsidiary Guarantor then held by the Company and the Restricted Subsidiaries,
then that Subsidiary Guarantor will be released and relieved of any obligations
under its Note Guarantee; provided that the Net Available Proceeds of such sale
or other disposition are applied in accordance with Section 4.15 of this
Indenture. Any Subsidiary Guarantor that is designated as an Unrestricted
Subsidiary or that otherwise ceases to be a Subsidiary Guarantor, in each case
in accordance with the provisions of this Indenture, will be released from its
Note Guarantee upon effectiveness of such Designation or when it first ceases to
be a Restricted Subsidiary, as the case may be.

                  The Trustee shall deliver an appropriate instrument evidencing
the release of a Guarantor upon receipt of a request of the Company accompanied
by an Officers Certificate certifying as to the compliance with this Section
10.04. Any Guarantor not so released or the entity surviving such Guarantor, as
applicable, will remain or be liable under its Note Guarantee as provided in
this Article 10.

                  The Trustee shall execute any documents reasonably requested
by the Company or a Guarantor in order to evidence the release of such Guarantor
from its Obligations under its Note Guarantee endorsed on the Notes and under
this Article 10.

         Section 10.05. Waiver of Subrogation.

                  Until such time as the Notes and the other Obligations of the
Company Guaranteed hereof have been satisfied in full, each Guarantor hereby
irrevocably waives any claim or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under its Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Notes against the Company, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or Note on account of such claim or other rights. If
any amount shall be paid to any Guarantor in violation of the preceding sentence
and the Notes shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in trust
for the benefit of, the Holders, and shall forthwith be paid to the Trustee for
the benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the


<PAGE>
                                      -91-


financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 10.05 is knowingly made in contemplation of such benefits.

         Section 10.06. Obligation of Guarantors Unconditional.

                  Nothing contained in this Article 10 or elsewhere in this
Indenture, in any Note or in any Note Guarantee is intended to or shall impair,
as between the Guarantors and their respective creditors, the obligation of the
Guarantors, which is absolute and unconditional, to pay to the Holders of the
Notes the principal of and interest on the Notes as and when the same shall
become due and payable in accordance with the terms of the Note Guarantees, or
is intended to or shall affect the relative rights of the Holders of the Note
and creditors of the Guarantors, nor shall anything herein or therein prevent
the Trustee or the Holder of any Note from exercising all remedies otherwise
permitted by applicable law upon Default under this Indenture. Upon any
distribution of assets of any Guarantor referred to in this Article 10, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, and the Holders of
the Notes shall be entitled to conclusively rely upon any order or decree by any
court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, or a certificate of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or the Holders of the Notes, for the purpose of ascertaining the Persons
entitled to participate in such distribution, of other indebtedness of the
Guarantors, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.
Nothing contained in this Article 10 or elsewhere in this Indenture, in any Note
or in any Note Guarantee is intended to or shall affect the obligation of the
Guarantors to make, or prevent the Guarantors from making, at any time except
during the pendency of any dissolution, winding up, liquidation or
reorganization proceeding, and except during the continuance of any default
specified in Section 6.02 (not cured or waived), payments at any time of the
principal or of interest on the Notes.

         Section 10.07. Article 10 Not To Prevent Events of Default.

                  The failure to make a payment of principal of or interest on
the Notes by reason of any provision of this Article shall not be construed as
preventing the occurrence of an Event of Default under Section 6.01.

         Section 10.08. Guarantors May Consolidate, Etc., on Certain Terms.

                  Except as set forth in Articles 4 and 5 and this Section
10.08, nothing contained in this Indenture or in any of the Notes shall prevent
any consolidation or merger of a Guarantor with or into the Company or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.


<PAGE>
                                      -92-


                                   ARTICLE 11

                                  MISCELLANEOUS

         Section 11.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

         Section 11.02. Notices.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person, mailed by
first-class mail or by express delivery to the other's address stated in this
Section 11.02. The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

                  Any notice or communication to a Holder shall be mailed by
first-class mail to his address shown on the Register kept by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

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

                  All notices or communications shall be in writing.

                  The Company's address is:

                           Petroleum Helicopters, Inc.
                           Post Office Box 90808
                           Municipal Airport
                           Lafayette, LA 70509-0808
                           Attention: Corporate Secretary

<PAGE>
                                      -93-


                  The Trustee's address is:

                           The Bank of New York
                           101 Barclay Street
                           21 West
                           New York, NY 10286
                           Attention:  Corporate Trust Administration

         Section 11.03. Communication by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

         Section 11.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture the Company shall furnish to the
Trustee:

                  (1) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) to the extent expressly required by this Indenture or as
         otherwise may be reasonably requested by the Trustee, an Opinion of
         Counsel stating that, in the opinion of such counsel, all such
         conditions precedent have been complied with.

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

                  Any certificate or opinion of an Officer of the Company or any
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such Officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, and may state that it is so based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an Officer or Officers of the Company or such Guarantor stating that the
information with respect to such factual matters is in the possession


<PAGE>
                                      -94-


of the Company or such Guarantor, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate of opinion or
representations with respect to such matters are erroneous.

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

         Section 11.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4) shall comply with the provisions of
TIA Section 314(e), shall include:

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

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

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

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

         Section 11.06. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for their respective functions.

         Section 11.07. Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions are not required to be open in The City of New York, in the
State of New York, or in the city in which the Trustee administers its corporate
trust business in respect of this Indenture or the city in which the Company has
its chief executive office. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue on that payment for the
intervening period.


<PAGE>
                                      -95-


         Section 11.08. No Personal Liability of Directors, Officers, Employees,
                        and Stockholders.

                  No director, officer, employee, incorporator or stockholder,
as such, of the Company or any Guarantor will have any liability for any
obligations of the Company under the Notes or this Indenture or of any Guarantor
under its Note Guarantee or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees. The waiver may
not be effective to waive liabilities under the federal securities laws. It is
the view of the SEC that this type of waiver is against public policy.

         Section 11.09. Duplicate Originals.

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

         Section 11.10. Governing Law.

                  This Indenture, the Notes and the Note Guarantees will be
governed by, and construed in accordance with, the laws of the State of New
York.

         Section 11.11. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

         Section 11.12. Successors.

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

         Section 11.13. Separability.

                  In case any provision in this Indenture or in the Notes or in
the Note Guarantees shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and a Holder shall have no claim therefor against
any party hereto.


<PAGE>
                                      -96-


         Section 11.14. Benefits of Indenture.

                  Nothing in this Indenture or in the Notes or Note Guarantees,
expressed or implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders of Notes, any benefits or any
legal or equitable right, remedy or claim under this Indenture.

         Section 11.15. Table of Contents, Headings, Etc.

                  The Table of Contents, Cross-Reference Table and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.



<PAGE>
                                      -97-





                                   SIGNATURES


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

                                        PETROLEUM HELICOPTERS, INC.,
                                             as the Company


                                        By:   /s/ MICHAEL J. McCANN
                                           -------------------------------------
                                           Name:  Michael J. McCann
                                           Title: Chief Financial Officer


                                        EACH OF THE CORPORATE GUARANTORS LISTED
                                          ON SCHEDULE I ATTACHED HERETO


                                        By:   /s/ MICHAEL J. McCANN
                                           -------------------------------------
                                           Name:  Michael J. McCann
                                           Title: Vice President


                                        THE BANK OF NEW YORK, as Trustee,


                                        By:   /s/ ROBERT A. MASSIMILLO
                                           -------------------------------------
                                           Name:  Robert A. Massimillo
                                           Title: Vice President





<PAGE>




                                                                      Schedule I


                             SCHEDULE OF GUARANTORS


                   GUARANTORS

                1. International Helicopter Transport, Inc.

                2. Evangeline Airmotive, Inc.

                3. Air Evac Services, Inc.

                4. PHI Aeromedical Services, Inc.

                5. Petroleum Helicopters International, Inc.

                6. Acadian Composites, L.L.C.

                7. Helicopter Management, L.L.C.

                8. Helicopter Leasing, L.L.C.



<PAGE>
                                      -2-


                                                                     Schedule II


                      SCHEDULE OF UNRESTRICTED SUBSIDIARIES

UNRESTRICTED SUBSIDIARIES

Petroleum Helicopters de Bolivia, Inc.
Heli-Tours, Inc.
Transnational Transit, Ltd.
Asia Aircraft Overseas, Inc.
CA/PHI, L.L.C.
PHI Thailand, L.L.C.



<PAGE>






                                                                       EXHIBIT A


                                    SPECIMEN


                           PETROLEUM HELICOPTERS, INC.


                                                                   $
                                                                    ------------
                                                        CUSIP NO.:
                                                                   -------------

         THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
         IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
         THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
         EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS
         HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
         THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
         THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF PETROLEUM
         HELICOPTERS, INC. (THE "COMPANY") THAT (A) SUCH NOTE MAY BE RESOLD,
         PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE
         SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN
         A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
         SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
         144 OF THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN
         PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE
         904 OF REGULATION S UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH
         ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
         ACT, PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (d)
         SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE
         COMPANY, IF IT SO REQUESTS) OF A CERTIFICATION OF THE TRANSFEROR AND AN
         OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE
         WITH THE SECURITIES ACT, (ii) TO THE COMPANY OR (iii) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH
         CASE, IN


                                      A-1
<PAGE>



         ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND THE INDENTURE
         GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
         IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED
         HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.(1)



--------

(1)      The Securities Act Legend should be placed only on Initial Notes.


                                      A-2


<PAGE>



REGISTERED                                                            REGISTERED
NUMBER                                                                DOLLARS


                                 [Face of Note]

                           PETROLEUM HELICOPTERS, INC.

                                      CUSIP

                          9 3/8% SENIOR NOTES DUE 2009


                  PETROLEUM HELICOPTERS, INC., a Louisiana corporation (herein
called the "Company"), for value received, hereby promises to pay to
_________________, or registered assigns, the principal sum of
___________________ ($____________) [or such greater or lesser amount as shall
be reflected on the books and records of the Trustee](2) on [ ], 2009, and to
pay interest thereon as provided on the reverse hereof, until the principal
hereof is paid or duly provided for.

                  Interest Payment Dates: May 1 and November 1 commencing on
November 1, 2002

                  Record Dates:  April 15 and October 15

                  The provisions on the back of this certificate are
incorporated as if set forth on the face hereof.


--------

(2)       This should be included only on Global Notes.



                                      A-3
<PAGE>



         IN WITNESS WHEREOF, PETROLEUM HELICOPTERS, INC. has caused this
instrument to be duly signed.

                                               PETROLEUM HELICOPTERS, INC.


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


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within mentioned Indenture.

THE BANK OF NEW YORK,
    as Trustee


By:
       ----------------------------------------------
       Name:
       Title:    Authorized Signatory


Dated: April 23, 2002


                                      A-4
<PAGE>



                                [REVERSE OF NOTE]

                           PETROLEUM HELICOPTERS, INC.

                          9 3/8% SENIOR NOTES DUE 2009


                  1. INTEREST. Petroleum Helicopters, Inc., a Louisiana
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. The Company shall pay interest
semi-annually on May 1 and November 1 of each year (each an "Interest Payment
Date"), commencing November 1, 2002. Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of original issuance of the Notes set forth on the face of
this Note. The Company shall pay interest (including post-petition interest in
any proceeding under any applicable Federal, State or foreign bankruptcy law) on
overdue installments of interest ("Defaulted Interest"), (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

                  2. STATED MATURITY. The date on which the principal of the
Notes shall be payable, unless accelerated pursuant to the Indenture, is May 1,
2009.

                  3. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except Defaulted Interest) and Liquidated Damages, if any, to the Persons
who are registered Holders of Notes at the close of business on April 15 or
October 15 immediately preceding the Interest Payment Date (each, a "Record
Date"), even if such Notes are canceled after such Record Date and on or before
such Interest Payment Date, except with respect to Defaulted Interest. If a
Holder has given wire transfer instructions to the Company at least ten Business
Days prior to the applicable payment date, the Company will make all payments on
such Holder's Notes by wire transfer of immediately available funds to the
account specified in those instructions. Otherwise, payments on the Notes will
be made at the office or agency of the paying agent (the "Paying Agent") and
registrar (the "Registrar") for the Notes within the City and State of New York
unless the Company elects to make interest payments by check mailed to the
Holders at their addresses set forth in the register of Holders.

                  4. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
(the "Trustee") will act as Paying Agent and Registrar. The Company may change
any Paying Agent, Registrar or co-Registrar without notice. The Company may act
in any such capacity.

                  5. INDENTURE AND GUARANTEES. The Company issued the Notes
under an Indenture dated as of April 23, 2002 (the "Indenture") among the
Company, the Guarantors and the Trustee. The terms of the Notes are more fully
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended



                                      A-5
<PAGE>

(15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date of the Indenture
(the "TIA"). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of such terms. The Notes are
general unsecured senior obligations of the Company limited to $475.0 million,
of which $200.0 million will be issued in the Offering, and the remaining $275.0
million may be issued after the Issue Date (except for Notes issued in
substitution for destroyed, mutilated, lost or stolen Notes). Terms used herein
which are defined in the Indenture have the meanings assigned to them in the
Indenture.

                  Payment on the Notes is guaranteed (each, a "Note Guarantee"),
on a senior basis, jointly and severally, by each of the Guarantors pursuant to
Article 10 of the Indenture. In addition, the Indenture requires the Company to
cause any Subsidiary which is designated as a Restricted Subsidiary to be made a
Guarantor, and provides that, at the Company's discretion, any Unrestricted
Subsidiary may be made a Guarantor.

                  6. OPTIONAL REDEMPTION. (a) Except as set forth below, the
Notes may not be redeemed prior to May 1, 2006. At any time on or after May 1,
2006, the Company, at its option, may redeem the Notes, in whole or in part, at
the redemption prices (expressed as percentages of principal amount) set forth
below, together with accrued and unpaid interest thereon, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period beginning May 1 of the years indicated:

<Table>
<Caption>

                                                                           OPTIONAL
         YEAR                                                              REDEMPTION PRICE
         ----                                                              ----------------
<S>                                                                        <C>
         2006                                                              104.688%
         2007                                                              102.344%
         2008 and thereafter                                               100.000%
</Table>


                  (b) At any time prior to May 1, 2005, the Company may redeem
up to 35% of the aggregate principal amount of the Notes with the net cash
proceeds of one or more Qualified Equity Offerings at a redemption price equal
to 109.375% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest thereon, if any, to the date of redemption (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided that (1) at least 65% of the
aggregate principal amount of Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption and (2) the
redemption occurs within 90 days of the date of the closing of any such
Qualified Equity Offering.

                  7. REGISTRATION RIGHTS. Pursuant to the Registration Rights
Agreement by and between the Company and the Initial Purchasers, the Company
shall be obligated to consummate an exchange offer pursuant to which the Holder
of this Note shall have


                                      A-6
<PAGE>


the right to exchange this Note for the Company's 9 3/8% Senior Notes due 2009
(the "Exchange Notes"), at such time as the Exchange Notes shall have been
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to the Notes with the security legend
removed. The Holders of the Notes shall be entitled to receive certain
Liquidated Damages payments in the event such exchange offer is not consummated
and upon certain other conditions, all pursuant to and in accordance with the
terms of the Registration Rights Agreement.

                  8. RESTRICTIVE COVENANTS. The Indenture contains certain
restrictive covenants that limit the ability of the Company and its Restricted
Subsidiaries to incur additional Indebtedness, pay dividends, make certain other
distributions or restricted payments, sell certain assets, repurchase Equity
Interests or subordinated Indebtedness, enter into certain sale and leaseback
transactions, create certain Liens, enter into certain transactions with
Affiliates. Such limitations are subject to a number of important qualifications
and exceptions. Pursuant to Section 4.04, the Company must annually report to
the Trustee on compliance with such limitations.

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture.
Without the prior consent of the Company, the Registrar is not required (1) to
register the transfer of or exchange any Note selected for redemption, (2) to
register the transfer of or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed or (3) to register the transfer or exchange of
a Note between a Record Date and the next succeeding Interest Payment Date.

                  10. PERSONS DEEMED OWNERS. The registered Holder of a Note
will be treated as the owner of such for all purposes.

                  11. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture, the Notes or the Note Guarantees may be amended as provided in
Sections 9.01 and 9.02 of the Indenture.

                  12. DEFAULTS AND REMEDIES. Each of the following is an Event
of Default: (1) failure by the Company to pay interest on any of the Notes when
it becomes due and payable and the continuance of any such failure for 30 days;
(2) failure by the Company to pay the principal of or premium, if any, on any of
the Notes when it becomes due and payable, whether at stated maturity, upon
redemption, upon purchase, upon acceleration or otherwise; (3) failure by the
Company to comply with any of its agreements or covenants described in Section
5.01 of the Indenture or in respect of its obligations to make a Change of
Control Offer as described in Section 4.08 of the Indenture; (4) failure by the
Company to comply with


                                      A-7
<PAGE>

any other agreement or covenant in the Indenture and continuance of this failure
for 60 days after notice of the failure has been given to the Company by the
Trustee or by the Holders of at least 25% of the aggregate principal amount of
the Notes then outstanding; (5) default under any mortgage, indenture or other
instrument or agreement under which there may be issued or by which there may be
secured or evidenced Indebtedness of the Company or any Restricted Subsidiary,
whether such Indebtedness now exists or is incurred after the Issue Date, which
default: (a) is caused by a failure to pay when due principal on such
Indebtedness within the applicable express grace period, (b) results in the
acceleration of such Indebtedness prior to its express final maturity or (c)
results in the commencement of judicial proceedings to foreclose upon, or to
exercise remedies under applicable law or applicable security documents to take
ownership of, the assets securing such Indebtedness, and in each case, the
principal amount of such Indebtedness, together with any other Indebtedness with
respect to which an event described in clause (a), (b) or (c) has occurred and
is continuing, aggregates $10.0 million or more; (6) one or more judgments or
orders that exceed $10.0 million in the aggregate (net of amounts covered by
insurance or bonded) for the payment of money have been entered by a court or
courts of competent jurisdiction against the Company or any Restricted
Subsidiary and such judgment or judgments have not been satisfied, stayed,
annulled or rescinded within 60 days of being entered; (7) the Company or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case, (b) consents to the entry of an order for relief
against it in an involuntary case, (c) consents to the appointment of a
Custodian of it or for all or substantially all of its assets, or (d) makes a
general assignment for the benefit of its creditors; (8) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for
relief against the Company or any Significant Subsidiary as debtor in an
involuntary case, (b) appoints a Custodian of the Company or any Significant
Subsidiary or a Custodian for all or substantially all of the assets of the
Company or any Significant Subsidiary, or (c) orders the liquidation of the
Company or any Significant Subsidiary, and the order or decree remains unstayed
and in effect for 60 days; or (9) any Note Guarantee of any Significant
Subsidiary ceases to be in full force and effect (other than in accordance with
the terms of such Note Guarantee and the Indenture) or is declared null and void
and unenforceable or found to be invalid or any Guarantor denies its liability
under its Note Guarantee (other than by reason of release of a Guarantor from
its Note Guarantee in accordance with the terms of the Indenture and the Note
Guarantee).

                  If an Event of Default (other than an Event of Default
specified in clause 6.01(7) or (8) of the Indenture with respect to the
Company), shall have occurred and be continuing under the Indenture, the
Trustee, by written notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding by written notice to
the Company and the Trustee, may declare all amounts owing under the Notes to be
due and payable immediately. Upon such declaration of acceleration, the
aggregate principal of, premium, if any, and accrued and unpaid interest on the
outstanding Notes shall immediately become due and payable; provided, however,
that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of such
outstanding Notes may, under certain circumstances, rescind and annul such
acceleration



                                      A-8
<PAGE>

if all Events of Default, other than the nonpayment of accelerated principal and
interest, have been cured or waived as provided in the Indenture. If an Event of
Default specified in clause 6.01(7) or (8) of the Indenture with respect to the
Company occurs, all outstanding Notes shall become due and payable without any
further action or notice.

                  The Trustee shall, within 30 days after the occurrence of any
Default with respect to the Notes, give the Holders notice of all uncured
Defaults thereunder known to it; provided, however, that, except in the case of
an Event of Default in payment with respect to the Notes or a Default in
complying with Section 5.01 of the Indenture, the Trustee shall be protected in
withholding such notice if and so long as a committee of its trust officers in
good faith determines that the withholding of such notice is in the interest of
the Holders.

                  No Holder will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless the Trustee:

         (1) has failed to act for a period of 60 days after receiving written
         notice of a continuing Event of Default by such Holder and a request to
         act by Holders of at least 25% in aggregate principal amount of Notes
         outstanding;

         (2) has been offered indemnity satisfactory to it in its reasonable
         judgment; and

         (3) has not received from the Holders of a majority in aggregate
         principal amount of the outstanding Notes a direction inconsistent with
         such request within such 60-day period.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Note for enforcement of payment of the principal of or interest
on such Note on or after the due date therefor (after giving effect to the grace
period specified Section 6.01 (1) of the Indenture.

                  The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture and, upon any Officer of the
Company becoming aware of any Default, a statement specifying such Default and
what action the Company is taking or proposes to take with respect thereto.

                  13. TRUSTEE DEALINGS WITH COMPANY. The Bank of New York, the
Trustee under the Indenture, or any banking institution serving as successor
Trustee thereunder, in its individual or any other capacity, may accept deposits
from, and perform services for the Company or its Related Persons, and may
otherwise deal with the Company or its Related Persons, as if it were not the
Trustee.

                  14. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder, as such, of the Company or any Guarantor
will have any liability


                                       A-9
<PAGE>

for any obligations of the Company under the Notes or the Indenture or of any
Guarantor under its Note Guarantee or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes and the Note Guarantees. The waiver
may not be effective to waive liabilities under the federal securities laws. It
is the view of the SEC that this type of waiver is against public policy.

                  15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenant by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

                  THE COMPANY SHALL FURNISH TO ANY NOTEHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
Petroleum Helicopters, Inc., Post Office Box 90808, Municipal Airport,
Lafayette, Louisiana 70509-0808, telephone: (337) 235-2452.


                                      A-10
<PAGE>

                                 ASSIGNMENT FORM


To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

                  (Insert assignee's Soc. Sec. or Tax I.D. No.)






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

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


Date:                                      Signature(s):
       ------------                                      -----------------------

                                           (Sign exactly as your name(s)
                                           appear(s) on the other side of this
                                           Note)


Signature(s) guaranteed by:
                                           ------------------------------------

                                           THE SIGNATURE(S) SHOULD BE GUARANTEED
                                           BY AN ELIGIBLE GUARANTOR INSTITUTION
                                           (Banks, Stock Brokers, Savings and
                                           Loan Associations, and Credit Unions)
                                           WITH MEMBERSHIP IN AN APPROVED
                                           SIGNATURE GUARANTEE MEDALLION PROGRAM
                                           PURSUANT TO S.E.C. RULE 17Ad-15.


                                      A-11
<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.08 or 4.15, as the case may be, of the Indenture,
check the box below:

                     [ ] Section 4.08          [ ] Section 4.15

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.08 or 4.15 of the Indenture, state the
amount: $__________ (in an integral multiple of $1,000)


Date:                                      Signature(s):
       ------------                                      -----------------------

Date:                                      Signature(s):
       ------------                                      -----------------------

                                           (Sign exactly as your name(s)
                                           appear(s) on the other side of this
                                           Note)


Signature(s) guaranteed by:
                                           -------------------------------------

                                           THE SIGNATURE(S) SHOULD BE GUARANTEED
                                           BY AN ELIGIBLE GUARANTOR INSTITUTION
                                           (Banks, Stock Brokers, Savings and
                                           Loan Associations, and Credit Unions)
                                           WITH MEMBERSHIP IN AN APPROVED
                                           SIGNATURE GUARANTEE MEDALLION PROGRAM
                                           PURSUANT TO SEC RULE 17Ad-15.


                                      A-12
<PAGE>


                                                                       EXHIBIT B


                               [FORM OF GUARANTEE]

                                SENIOR GUARANTEE


                  Subject to the limitations set forth in the Indenture, the
Guarantors (as defined in the Indenture referred to in this Note and each
hereinafter referred to as a "Guarantor," which term includes any successor or
additional Guarantor under the Indenture) have jointly and severally,
irrevocably and unconditionally on a senior basis to the Holder of this Note the
payments of principal of, premium, if any, and interest, including any
Liquidated Damages, on this Note in the amounts and at the time when due and
interest on the overdue principal, premium, if any, and interest, if any, of
this Note, if lawful, and the payment or performance of all other Obligations of
the Company under the Indenture or the Notes, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article 10 of the Indenture and this Guarantee. This Guarantee will become
effective in accordance with Article 10 of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.

                  The obligations of the undersigned to the Holders of Notes and
to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth to the extent and in the manner provided in Article 10 of the Indenture
and reference is hereby made to the Indenture for the precise terms of the
Guarantee and all of the other provisions of the Indenture to which this
Guarantee relates.



                                      B-1
<PAGE>



                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                                            EACH OF THE CORPORATE GUARANTORS
                                              LISTED ON SCHEDULE I ATTACHED
                                              HERETO


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



                                      B-2
<PAGE>



                                                                      Schedule I


                             SCHEDULE OF GUARANTORS


                   GUARANTORS

                1. International Helicopter Transport, Inc.

                2. Evangeline Airmotive, Inc.

                3. Air Evac Services, Inc.

                4. PHI Aeromedical Services, Inc.

                5. Petroleum Helicopters International, Inc.

                6. Acadian Composites, L.L.C.

                7. Helicopter Management, L.L.C.

                8. Helicopter Leasing, L.L.C.






                                      B-3
<PAGE>



                                                                     EXHIBIT C-1


                FORM OF INSTITUTIONAL ACCREDITED INVESTOR LETTER


                  We are delivering this letter in connection with a proposed
purchase of 9 3/8% Senior Notes due 2009 (the "Notes") of Petroleum Helicopters,
Inc. (the "Company").

                  We hereby confirm that:

         we are an "accredited investor" within the meaning of Rule 501(a)(1),
         (2), (3) or (7) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2), (3) or
         (7) under the Securities Act (an "Institutional Accredited Investor");

         any purchase of Notes by us will be for our own account or for the
         account of one or more other Institutional Accredited Investors;

         in the event that we purchase any Notes, we will acquire Notes having a
         minimum purchase price of at least $100,000 for our own account and for
         each separate account for which we are acting;

         we have such knowledge and experience in financial and business matters
         that we are capable of evaluating the merits and risks of purchasing
         Notes;

         we are not acquiring Notes with a view to any distribution thereof in a
         transaction that would violate the Securities Act or the securities
         laws of any State of the United States or any other applicable
         jurisdiction; provided that the disposition of our property and the
         property of any accounts for which we are acting as fiduciary shall
         remain at all times within our control; and

         we have received a copy of the offering memorandum and we acknowledge
         that we have had access to such financial and other information, and
         have been afforded the opportunity to ask such questions of
         representatives of the Company and receive answers thereto, as we deem
         necessary in connection with our decision to purchase Notes.

                  We understand that the Notes are being offered in a
transaction not involving any public offering within the meaning of the
Securities Act and that the Notes have not been registered under the Securities
Act, and we agree, on our own behalf and on behalf of each account for which we
acquire Notes, that such Notes may be offered, resold, pledged or otherwise
transferred only (i) to a Person whom we reasonably believe to be a qualified
institutional


                                      C-1-1
<PAGE>
buyer (as defined in Rule 144A under the Securities Act) in a transaction
meeting the requirements of Rule 144 under the Securities Act, outside the
United States to a non-U.S. Person in a transaction meeting the requirements of
Rule 904 under the Securities Act, or in accordance with another exception from
the registration requirements of the Securities Act (and based upon an Opinion
of Counsel if the Company so requests), (ii) to the Company or (iii) pursuant to
an effective registration statement, and, in each case, in accordance with any
applicable securities laws of any State of the United States or any other
applicable jurisdiction. We understand that the Registrar will not be required
to accept for registration any Notes, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with. We further understand and agree that the Notes purchased by
us will bear a legend reflecting the substance of this paragraph. We agree to
notify any subsequent purchasers of Notes from us of the resale restrictions set
forth above.

                  We acknowledge that you, the Company, and others will rely
upon our confirmations, acknowledgments and agreements set forth herein, and we
agree to notify you promptly in writing if any of our representations or
warranties herein ceases to be accurate and complete.

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


                                           -------------------------------------
                                                     (Name of Purchaser)


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


                                           Address:
                                                   -----------------------------

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

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



                                      C-1-2

<PAGE>


                                                                     EXHIBIT C-2


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


                                                                          [Date]

The Bank of New York
101 Barclay Street
21 West
New York, NY 10286

Attn: Corporate Trust Administration


              Re:     PETROLEUM HELICOPTERS, INC. (THE "COMPANY")
                      9 3/8% SENIOR NOTES DUE 2009 (THE "NOTES")

Ladies and Gentlemen:

                  In connection with the proposed sale of $[ ] aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

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

         (2) Either (a) at the time the buy offer was originated, the transferee
         was outside of the United States or we and any Person acting on our
         behalf reasonably believe that the transferee was outside of the United
         States, or (b) the transaction was executed in, on or through the
         facilities of a designated offshore securities market and neither we
         nor any Person acting on our behalf know that the transaction has been
         prearranged for a buyer in the United States;

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

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

         (5) We have advised the transferee of the transfer restrictions
         applicable to the Notes.

                                      C-2-1

<PAGE>

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


                                                Very truly yours,

                                                [Name of Transferor]


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




                                      C-2-2