<PAGE>   1
                      AMERICAN BUSINESS INFORMATION, INC.,
                                          as Issuer,


                                       and


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


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

                                    INDENTURE

                            Dated as of June 18, 1998

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


                                  $115,000,000

                    9 1/2% Senior Subordinated Notes due 2008

<PAGE>   2
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
    TIA                                                              Indenture
  Section                                                             Section
-----------                                                      -----------------
<S>                                                              <C> 
  310(a)(1)                                                      7.10
     (a)(2)                                                      7.10
     (a)(3)                                                      N.A.
     (a)(4)                                                      N.A.
     (a)(5)                                                      7.08; 7.10
     (b)                                                         7.08; 7.10;12.02
     (c)                                                         N.A.
  311(a)                                                         7.11
     (b)                                                         7.11
     (c)                                                         N.A.
  312(a)                                                         2.05
     (b)                                                         12.03
     (c)                                                         12.03
  313(a)                                                         7.06
     (b)(1)                                                      N.A.
     (b)(2)                                                      7.06
     (c)                                                         7.06; 12.02
     (d)                                                         7.06
  314(a)                                                         4.06; 4.08; 12.02
     (b)                                                         N.A.
     (c)(1)                                                      12.04
     (c)(2)                                                      12.04
     (c)(3)                                                      N.A.
     (d)                                                         N.A.
     (e)                                                         12.05
     (f)                                                         N.A.
  315(a)                                                         7.01(b)
     (b)                                                         7.05; 12.02
     (c)                                                         7.01(a)
     (d)                                                         7.01(c)
     (e)                                                         6.11
  316(a)(last sentence)                                          2.09
     (a)(1)(A)                                                   6.05
     (a)(1)(B)                                                   6.04
     (a)(2)                                                      N.A.
     (b)                                                         6.07
     (c)                                                         9.05
  317(a)(1)                                                      6.08
     (a)(2)                                                      6.09
     (b)                                                         2.04
  318(a)                                                         12.01
     (c)                                                         12.01
</TABLE>

----------

N.A. means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture.

<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                         <C>
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.                                                   1
SECTION 1.02.  Incorporation by Reference of TIA.                            27
SECTION 1.03.  Rules of Construction.                                        28

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.  Form and Dating.                                              29
SECTION 2.02.  Execution and Authentication; Aggregate Principal
                  Amount.                                                    30
SECTION 2.03.  Registrar and Paying Agent.                                   31
SECTION 2.04.  Paying Agent To Hold Assets in Trust.                         32
SECTION 2.05.  Noteholder Lists.                                             32
SECTION 2.06.  Transfer and Exchange.                                        33
SECTION 2.07.  Replacement Notes.                                            34
SECTION 2.08.  Outstanding Notes.                                            34
SECTION 2.09.  Treasury Notes.                                               35
SECTION 2.10.  Temporary Notes.                                              35
SECTION 2.11.  Cancellation.                                                 35
SECTION 2.12.  Defaulted Interest.                                           36
SECTION 2.13.  CUSIP Number.                                                 36
SECTION 2.14.  Deposit of Moneys.                                            36
SECTION 2.15.  Book-Entry Provisions for Global Note.                        37
SECTION 2.16.  Special Transfer Provisions.                                  38

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.  Notices to Trustee.                                           40
SECTION 3.02.  Selection of Notes To Be Redeemed.                            41
SECTION 3.03.  Notice of Redemption.                                         41
SECTION 3.04.  Effect of Notice of Redemption.                               42
SECTION 3.05.  Deposit of Redemption Price.                                  42
SECTION 3.06.  Notes Redeemed in Part.                                       43

                                  ARTICLE FOUR

                                    COVENANTS
</TABLE>



                                      -3-
<PAGE>   4

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                         <C>
SECTION 4.01.  Payment of Notes.                                             43
SECTION 4.02.  Maintenance of Office or Agency.                              44
SECTION 4.03.  Corporate Existence.                                          44
SECTION 4.04.  Payment of Taxes and Other Claims.                            44
SECTION 4.05.  Maintenance of Properties and Insurance.                      45
SECTION 4.06.  Compliance Certificate; Notice of Default.                    45
SECTION 4.07.  Compliance with Laws.                                         46
SECTION 4.08.  SEC Reports.                                                  47
SECTION 4.09.  Waiver of Stay, Extension or Usury Laws.                      47
SECTION 4.10.  Limitation on Restricted Payments.                            48
SECTION 4.11.  Limitation on Transactions with Affiliates.                   50
SECTION 4.12.  Limitation on Incurrence of Additional Indebtedness.          51
SECTION 4.13.  Limitation on Dividend and Other Payment Restrictions
                  Affecting Subsidiaries.                                    52
SECTION 4.14.  Prohibition on Incurrence of Senior Subordinated Debt.        53
SECTION 4.15.  Limitation on Change of Control.                              53
SECTION 4.16.  Limitation on Asset Sales.                                    55
SECTION 4.17.  Limitation on Preferred Stock of Restricted
                  Subsidiaries.                                              60
SECTION 4.18.  Limitation on Liens.                                          60
SECTION 4.19.  Conduct of Business.                                          60
SECTION 4.20.  Limitation of Guarantees by Subsidiaries.                     61

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.  When Company May Merge, Etc.                                  62
SECTION 5.02.  Successor Corporation Substituted.                            63

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default.                                            64
SECTION 6.02.  Acceleration.                                                 65
SECTION 6.03.  Other Remedies.                                               66
SECTION 6.04.  Waiver of Past Defaults.                                      67
SECTION 6.05.  Control by Majority.                                          67
SECTION 6.06.  Limitation on Suits.                                          67
</TABLE>


                                      -4-
<PAGE>   5

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                         <C>
SECTION 6.07.  Rights of Holders To Receive Payment.                         68
SECTION 6.08.  Collection Suit by Trustee.                                   68
SECTION 6.09.  Trustee May File Proofs of Claim.                             69
SECTION 6.10.  Priorities.                                                   69
SECTION 6.11.  Undertaking for Costs.                                        70
SECTION 6.12.  Restoration of Rights and Remedies.                           70

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.  Duties of Trustee.                                            70
SECTION 7.02.  Rights of Trustee.                                            72
SECTION 7.03.  Individual Rights of Trustee.                                 73
SECTION 7.04.  Trustee's Disclaimer.                                         73
SECTION 7.05.  Notice of Default.                                            73
SECTION 7.06.  Reports by Trustee to Holders.                                74
SECTION 7.07.  Compensation and Indemnity.                                   74
SECTION 7.08.  Replacement of Trustee.                                       75
SECTION 7.09.  Successor Trustee by Merger, Etc.                             76
SECTION 7.10.  Eligibility; Disqualification.                                77
SECTION 7.11.  Preferential Collection of Claims Against Company.            77

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.  Termination of the Company's Obligations.                     77
SECTION 8.02.  Legal Defeasance and Covenant Defeasance.                     79
SECTION 8.03.  Conditions to Legal Defeasance or Covenant Defeasance.        81
SECTION 8.04.  Application of Trust Money.                                   83
SECTION 8.05.  Repayment to the Company                                      84
SECTION 8.06.  Satisfaction and Discharge.                                   84
SECTION 8.07.  Reinstatement.                                                85

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders.                                   85
SECTION 9.02.  With Consent of Holders.                                      86
SECTION 9.03.  Effect on Senior Debt.                                        87
SECTION 9.04.  Compliance with TIA.                                          88
SECTION 9.05.  Revocation and Effect of Consents.                            88
</TABLE>


                                      -5-
<PAGE>   6

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                         <C>
SECTION 9.06.  Notation on or Exchange of Notes.                             89
SECTION 9.07.  Trustee To Sign Amendments, Etc.                              89

                                   ARTICLE TEN

                                  SUBORDINATION

SECTION 10.01. Notes Subordinated to Senior Debt of the Company.             89
SECTION 10.02. No Payment on Notes in Certain Circumstances.                 90
SECTION 10.03. Payment Over of Proceeds Upon Dissolution, Etc.               91
SECTION 10.04. Payments May Be Paid Prior to Dissolution.                    93
SECTION 10.05. Subrogation.                                                  93
SECTION 10.06. Obligations of the Company Unconditional.                     94
SECTION 10.07. Notice to Trustee.                                            94
SECTION 10.08. Reliance on Judicial Order or Certificate of
                  Liquidating Agent.                                         95
SECTION 10.09. Trustee's Relation to Senior Debt.                            96
SECTION 10.10. Subordination Rights Not Impaired by Acts or
                  Omissions of the Company or Holders of Senior Debt.        96
SECTION 10.11. Noteholders Authorize Trustee To Effectuate
                  Subordination of Notes.                                    97
SECTION 10.12. This Article Ten Not To Prevent Events of Default.            98
SECTION 10.13. Trustee's Compensation Not Prejudiced.                        98

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01. TIA Controls.                                                 98
SECTION 11.02. Notices.                                                      98
SECTION 11.03. Communications by Holders with Other Holders.                100
SECTION 11.04. Certificate and Opinion as to Conditions Precedent.          100
SECTION 11.05. Statements Required in Certificate or Opinion.               100
SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.                   101
SECTION 11.07. Legal Holidays.                                              101
SECTION 11.08. Governing Law.                                               101
</TABLE>


                                      -6-
<PAGE>   7

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>            <C>                                                         <C>
SECTION 11.09. No Adverse Interpretation of Other Agreements.               102
SECTION 11.10. No Recourse Against Others.                                  102
SECTION 11.11. Successors.                                                  102
SECTION 11.12. Duplicate Originals.                                         102
SECTION 11.13. Severability.                                                102

Signatures                                                                  120

Exhibit A(1)   - Form of Initial Note                                     A.1-1
Exhibit A(2)   - Form of Exchange Note                                    A.2-1
Exhibit B      - Form of Legend for Global Notes                            B-1
Exhibit C      - Form of Certificate To Be Delivered in
                     Connection with Transfers to Non-QIB
                     Accredited Investors                                   C-1
Exhibit D      - Form of Certificate To Be Delivered in
                     Connection with Transfers Pursuant to
                     Regulation S                                           D-1
</TABLE>

Note: This Table of Contents shall not, for any purpose, be deemed to be part of
      the Indenture.


                                      -7-
<PAGE>   8
                                      -8-



               INDENTURE, dated as of June 18, 1998, between American Business
Information, Inc., a Delaware corporation (the "Company"), and State Street Bank
and Trust Company of California, N.A., as trustee (the "Trustee").

               The Company has duly authorized the creation of an issue of 
9 1/2% Senior Subordinated Notes due 2008 and, to provide therefor, the Company
has duly authorized the execution and delivery of this Indenture. All things
necessary to make the Notes, when duly issued and executed by the Company and
authenticated and delivered hereunder, the valid Obligations of the Company, and
to make this Indenture a valid and binding agreement of the Company, have been
done.

               Each party hereto agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

               SECTION 1.01. Definitions.

               "Acceleration Notice" has the meaning provided in Section 6.02.

               "Acquired Indebtedness" means Indebtedness of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with the
Company or any of its Subsidiaries or assumed in connection with the acquisition
of assets from such Person and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

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

               "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting 


<PAGE>   9
                                      -9-

securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative of the foregoing.

               "Affiliate Transaction" has the meaning provided in Section 4.11.

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

               "Agent Members" has the meaning provided in Section 2.15.

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

               "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company of (a) any Capital Stock of any Restricted Subsidiary
of the Company; or (b) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business; provided, however, that asset sales or other dispositions shall not
include (i) a transaction or series of related transactions for which the
Company or its Restricted Subsidiaries receive aggregate consideration of less
than $2,000,000, (ii) the sale, lease, conveyance, disposition or other transfer
of all or substantially all of the assets of the Company as permitted under
Section 5.01, (iii) the sale or other transfer for value by the Company of any
Capital Stock of any Person (other than a Subsidiary) so long as the Investment
in such Capital Stock was permitted under Section 4.10,(iv) the sale of Cash
Equivalents, (v) disposals or replacements of 

<PAGE>   10
                                      -10-

obsolete or outdated equipment in the ordinary course of business and (vi) the
sale or discount, in each case without recourse (other than recourse for a
breach of a representation or warranty), of accounts receivable arising in the
ordinary course of business, but only in connection with the compromise or
collection thereof in the ordinary course of business and not as part of a
financing transaction.

               "Authenticating Agent" has the meaning provided in Section 2.02.

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

               "Blockage Period" has the meaning provided in Section 10.02(a).

               "Board of Directors" means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof.

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

               "Business Day" means a day that is not a Legal Holiday.

               "Capitalized Lease Obligation" means, as to any Person, the
Obligations of such Person under a lease that are required to be classified and
accounted for as capital lease Obligations under GAAP and, for purposes of this
definition, the amount of such Obligations at any date shall be the capitalized
amount of such Obligations at such date, determined in accordance with GAAP.

               "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

<PAGE>   11
                                      -11-

               "Cash Equivalents" means (i) marketable direct Obligations issued
by, or unconditionally guaranteed by, the United States Government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct Obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having a rating of at least A from
either Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc.
("Moody's"); (iii) commercial paper maturing no more than one year from the date
of creation thereof and, at the time of acquisition, having a rating of at least
A-2 from S&P or at least P-2 from Moody's; (iv) certificates of deposit, time
deposits or bankers' acceptances maturing within one year from the date of
acquisition thereof issued by any bank organized under the laws of the United
States of America or any state thereof or the District of Columbia or any U.S.
branch of a foreign bank having at the date of acquisition thereof combined
capital and surplus of not less than $250,000,000; (v) repurchase Obligations
with a term of not more than 30 days for underlying securities of the types
described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (iv) above; (vi) investments in money market
funds which invest substantially all their assets in securities of the types
described in clauses (i) through (v) above and (vii) in the case of any foreign
subsidiary, (A) direct Obligations of the sovereign nation (or any agency
thereof) in which such foreign subsidiary is organized or is conducting business
or in Obligations fully and unconditionally guaranteed by such sovereign nation
(or any agency thereof) or (B) of the type and maturity described in clauses
(iii), (iv) or (v) above of foreign obligors, which Obligations or obligors (or
the parents of such obligors) have ratings described in such clauses or
equivalent ratings from comparable foreign rating agencies.

               "Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons for purposes
of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates
thereof (whether or not otherwise in compliance with the provisions of this
Indenture) other than to the Permitted Holders; (ii) the approval by the holders
of Capital Stock of the Company of any plan or proposal for the

<PAGE>   12
                                      -12-

liquidation or dissolution of the Company (whether or not otherwise in
compliance with the provisions of this Indenture); (iii) any Person or Group
(other than the Permitted Holders) shall become the owner, directly or
indirectly, beneficially or of record (other than any Person described in clause
(d)(2) of Rule 13d-3 of the Exchange Act), of shares representing more than 50%
of the aggregate ordinary voting power represented by the issued and outstanding
Capital Stock of the Company; or (iv) the replacement of a majority of the Board
of Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such
period, and such replacement shall not have been approved by a vote of at least
a majority of the Board of Directors of the Company then still in office who
either were members of such Board of Directors at the beginning of such period
or whose election as a member of such Board of Directors was previously so
approved.

               "Change of Control Offer" has the meaning provided in Section
4.15.

               "Change of Control Payment Date" has the meaning provided in
Section 4.15.

               "Common Stock" of any Person means any and all shares, interests
or other participations in, and other equivalents (however designated and
whether voting or non-voting) of such Person's common stock, whether outstanding
on the Issue Date or issued after the Issue Date, and includes, without
limitation, all series and classes of such common stock.

               "Company" means American Business Information, Inc., a Delaware
corporation, and its successors that become a party to this Indenture in
accordance with its terms.

               "Consolidated EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of (i) Consolidated Net Income and (ii) to
the extent Consolidated Net Income has been reduced thereby, (A) all income
taxes of such Person and its Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or nonrecurring gains or losses or taxes attributable to
sales or dispositions outside the ordinary course of business), (B) Consolidated
Interest Expense and (C) Consolidated Non-cash Charges less any non-cash items
increasing Consolidated Net Income for such period, all as determined on a
consolidated basis for such Person and its 

<PAGE>   13
                                      -13-

Restricted Subsidiaries in accordance with GAAP.

               "Consolidated Fixed Charge Coverage Ratio" means, with respect to
any Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the "Four Quarter Period") ending on or prior to the date of
the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of
such Person for the Four Quarter Period. In addition to and without limitation
of the foregoing, for purposes of this definition, "Consolidated EBITDA" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma basis for the period of such calculation to (i) the incurrence or
repayment of any Indebtedness of such Person or any of its Restricted
Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other
Indebtedness (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 working capital facilities, 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 or repayment, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Four Quarter Period and (ii) any
asset sales or other dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness and also including any Consolidated EBITDA (including any pro forma
expense and cost reductions calculated on a basis consistent with Regulation S-X
under the Exchange Act) attributable to the assets which are the subject of the
Asset Acquisition or asset sale or other disposition during the Four Quarter
Period) 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 other disposition or Asset Acquisition (including the
incurrence, assumption or liability for any such Acquired Indebtedness) occurred
on the first day of the Four Quarter Period. If such Person or any of its
Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, the preceding sentence shall give effect to the incurrence of such
guaranteed Indebtedness as if such Person or any Restricted

<PAGE>   14
                                      -14-

Subsidiary of such Person had directly incurred or otherwise assumed such
guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed
Charges" for purposes of determining the denominator (but not the numerator) of
this "Consolidated Fixed Charge Coverage Ratio," (1) interest on outstanding
Indebtedness determined on a fluctuating basis as of the Transaction Date and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; and (2) notwithstanding clause
(1) above, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Interest Swap
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements.

               "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of (i) Consolidated Interest
Expense, plus (ii) the product of (x) the amount of all dividend payments on any
series of Preferred Stock of such Person (other than dividends paid in Qualified
Capital Stock) paid, accrued or scheduled to be paid or accrued during such
period times (y) a fraction, the numerator of which is one and the denominator
of which is one minus the then current effective consolidated federal, state and
local tax rate of such Person, expressed as a decimal.

               "Consolidated Interest Expense" means, with respect to any Person
for any period, the sum of, without duplication: (i) the aggregate of the
interest expense of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including without
limitation, (a) any amortization of debt discount and amortization or write-off
of deferred financing costs, (b) the net costs under Interest Swap Obligations,
(c) all capitalized interest and (d) the interest portion of any deferred
payment obligation; and (ii) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

               "Consolidated Net Income" means, with respect to any Person, for
any period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP, plus, to the extent net income has been reduced thereby, any non-cash
charges relating to any Asset Acquisition by such Person 

<PAGE>   15
                                      -15-

permitted by the terms of this Indenture; provided that there shall be excluded
therefrom (a) after-tax gains from Asset Sales or abandonments or reserves
relating thereto, (b) after-tax items classified as extraordinary or
nonrecurring gains, (c) the net income of any Person acquired in a "pooling of
interests" transaction accrued prior to the date it becomes a Restricted
Subsidiary of the referent Person or is merged or consolidated with the referent
Person or any Restricted Subsidiary of the referent Person, (d) the net income
(but not loss) of any Restricted Subsidiary of the referent Person to the extent
that the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income is restricted by a contract, operation of law or
otherwise, (e) the net income of any Person, other than a Restricted Subsidiary
of the referent Person, except to the extent of cash dividends or distributions
paid to the referent Person or to a Wholly Owned Restricted Subsidiary of the
referent Person by such Person, (f) any restoration to income of any contingency
reserve, except to the extent that provision for such reserve was made out of
Consolidated Net Income accrued at any time following the Issue Date, (g) income
or loss attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued), and (h) in the case of a successor to the referent
Person by consolidation or merger or as a transferee of the referent Person's
assets, any earnings of the successor corporation prior to such consolidation,
merger or transfer of assets.

               "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

               "Consolidated Non-cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
which requires an accrual of or a reserve for cash charges for any future
period).

               "Covenant Defeasance" has the meaning provided in Section
8.02(c).

<PAGE>   16
                                      -16-

               "Credit Facility" means one or more credit facilities governed by
one or more credit agreements among the Company, the lenders party thereto in
their capacities as lenders thereunder, together with the related documents
thereto (including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder or adding Restricted Subsidiaries of the Company
as additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under any such agreements or any successor or replacement
agreements and whether by the same or any other agent, lender or group of
lenders.

               "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Restricted Subsidiary of the Company against
fluctuations in currency values.

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

               "Default" means an event or condition the occurrence of which is,
or with the lapse of time or the giving of notice or both would be, an Event of
Default.

               "Default Notice" has the meaning provided in Section 10.02(a).

               "Depositary" means The Depository Trust Company, its nominees and
successors.

               "Designated Senior Debt" means (i) Indebtedness under or in
respect of the Credit Facility and (ii) any other Indebtedness constituting
Senior Debt which, at the time of determination, has an aggregate principal
amount of at least $25,000,000 and is specifically designated in the instrument
evidencing such Senior Debt as "Designated Senior Debt" by the Company.

               "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is 

<PAGE>   17
                                      -17-

exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the sole option of the holder thereof on or prior to the final maturity date
of the Notes.

               "Equity Offering" means a public or private offering of Qualified
Capital Stock of the Company for aggregate net cash proceeds to the Company of
at least $20,000,000.

               "Event of Default" has the meaning provided in Section 6.01.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

               "Exchange Notes" means the 9 1/2% Senior Subordinated Notes due
2008 to be issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement.

               "Exchange Offer" has the meaning assigned to such term in the
Registration Rights Agreement.

               "fair market value" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length, free market transaction,
for cash, between a willing seller and a willing and able buyer, neither of whom
is under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the
Board of Directors of the Company delivered to the Trustee.

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

               "Global Note" has the meaning provided in Section 2.01.

               "Guarantee" has the meaning provided in Section 4.20.

               "Holder" or "Noteholder" means the Person in whose


<PAGE>   18
                                      -18-

name a Note is registered on the Registrar's books.

               "incur" has the meaning provided in Section 4.12.

               "Indebtedness" means with respect to any Person, without
duplication, (i) all Obligations of such Person for borrowed money, (ii) all
Obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all Capitalized Lease Obligations of such Person,
(iv) all Obligations of such Person issued or assumed as the deferred purchase
price of property, all conditional sale Obligations and all Obligations under
any title retention agreement (but excluding trade accounts payable and other
accrued liabilities arising in the ordinary course of business), (v) all
Obligations for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction, (vi) guarantees and other
contingent Obligations in respect of Indebtedness referred to in clauses (i)
through (v) above and clause (viii) below, (vii) all Obligations of any other
Person of the type referred to in clauses (i) through (vi) which are secured by
any lien on any property or asset of such Person, the amount of such Obligation
being deemed to be the lesser of the fair market value of such property or asset
or the amount of the Obligation so secured, (viii) all Obligations under
currency agreements and interest swap agreements of such Person and (ix) all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness
represented by such Disqualified Capital Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its maximum fixed repurchase
price, but excluding accrued dividends, if any. For purposes hereof, the
"maximum fixed repurchase price" of any Disqualified Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock
were purchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Capital Stock, such fair
market value shall be determined reasonably and in good faith by the Board of
Directors of the issuer of such Disqualified Capital Stock.

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

               "Independent Financial Advisor" means a firm (i) which does not,
and whose directors, officers and employees or 

<PAGE>   19
                                      -19-

Affiliates do not, have a direct or indirect financial interest in the Company
and (ii) which, in the judgment of the Board of Directors of the Company, is
otherwise independent and qualified to perform the task for which it is to be
engaged.

               "Initial Notes" means, collectively, (i) the 9 1/2% Senior
Subordinated Notes due 2008 of the Company issued on the Issue Date.

               "Initial Purchasers" means BT Alex. Brown Incorporated, Goldman,
Sachs & Co. and Hambrecht & Quist LLC.

               "Institutional Accredited Investor" means an institution that is
an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Act.

               "Interest Payment Date" means the stated maturity of an
installment of interest on the Notes.

               "Interest Swap Obligations" means the Obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

               "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude extensions of trade credit by
the Company and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company or such Restricted
Subsidiary, as the case may be. For the purposes of Section 4.10, (i)
"Investment" shall include and be valued at the fair market value of the net
assets of any Restricted Subsidiary at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary and shall exclude the fair market value
of the net assets of any Unrestricted Subsidiary at the time that such
Unrestricted 

<PAGE>   20
                                      -20-

Subsidiary is designated a Restricted Subsidiary and (ii) the amount of any
Investment shall be the original cost of such Investment plus the cost of all
additional Investments by the Company or any of its Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment, reduced by the
payment of dividends or distributions in connection with such Investment or any
other amounts received in respect of such Investment; provided that no such
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in Consolidated
Net Income. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Common Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, the Company no longer owns, directly or indirectly, greater than
50% of the outstanding Common Stock of such Restricted Subsidiary, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Common Stock of such
Restricted Subsidiary not sold or disposed of.

               "Issue Date" means the date of original issuance of the Initial
Notes.

               "Legal Defeasance" has the meaning provided in Section 8.02(b).

               "Legal Holiday" has the meaning provided in Section 11.07.

               "Lien" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

               "Maturity Date" means June 15, 2008.

               "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment Obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of (a) reasonable out-of-

<PAGE>   21
                                      -21-

pocket expenses and fees relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales
commissions), (b) taxes paid or payable after taking into account any reduction
in consolidated tax liability due to available tax credits or deductions and any
tax sharing arrangements, (c) repayment of Indebtedness that is required to be
repaid in connection with such Asset Sale and (d) appropriate amounts to be
provided by the Company or any Restricted Subsidiary, as the case may be, as a
reserve, in accordance with GAAP, against any liabilities associated with such
Asset Sale and retained by the Company or any Restricted Subsidiary, as the case
may be, after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification Obligations associated with
such Asset Sale.

               "Net Proceeds Offer" has the meaning provided in Section 4.16.

               "Net Proceeds Offer Payment Date" has the meaning provided in
Section 4.16.

               "Net Proceeds Offer Trigger Date" has the meaning provided in
Section 4.16.

               "Non-payment Default" has the meaning provided in Section
10.02(a).

               "Notes" means, collectively, the Initial Notes, the Private
Exchange Notes, if any, the Unrestricted Notes and any other notes issued after
the Issue Date in accordance with clause (iv) of the fourth paragraph of Section
2.02, treated as a single class of securities, as amended or supplemented from
time to time in accordance with the terms hereof, that are issued pursuant to
this Indenture.

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

               "Officer" means, with respect to any person, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller, or the Secretary of such
person, or any other officer designated by the Board of Directors serving in a
similar capacity.

<PAGE>   22
                                      -22-

               "Officers' Certificate" means, with respect to any person, a
certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of such person and otherwise complying with
the requirements of Sections 11.04 and 11.05, as they relate to the making of an
Officers' Certificate.

               "Opinion of Counsel" means a written opinion from legal counsel,
who may be counsel for the Company and who is reasonably acceptable to the
Trustee, complying with the requirements of Sections 11.04 and 11.05, as they
relate to the giving of an Opinion of Counsel.

               "Paying Agent" has the meaning provided in Section 2.03.

               "Payment Default" has the meaning provided in Section 10.02(a).

               "Permitted Holders" means Vinod Gupta and his spouse, their
lineal descendants and adopted children and spouses of their lineal descendants
and adopted children, any foundation controlled by any of the foregoing persons,
any trusts for the benefit of any of the foregoing persons and any Affiliates of
the foregoing persons.

               "Permitted Indebtedness" means, without duplication, each of the
following:

(i) Indebtedness under the Initial Notes issued on the Issue Date and this
Indenture;

(ii) Indebtedness incurred pursuant to the Credit Facility in an aggregate
principal amount at any time outstanding not to exceed $100,000,000;

(iii) other Indebtedness of the Company and its Subsidiaries outstanding on the
Issue Date reduced by the amount of any scheduled amortization payments or
mandatory prepayments when actually paid or permanent reductions thereon;

(iv) Interest Swap Obligations of the Company or any of its Restricted
Subsidiaries covering Indebtedness of the Company or such Restricted Subsidiary;
provided, however, that such Interest Swap Obligations are entered into to
protect the Company and its Restricted Subsidiaries from fluctuations in
interest rates on Indebtedness incurred in accordance with this Indenture to the
extent the notional principal amount of such Interest Swap Obligation does not
exceed the principal amount of the Indebtedness to which such Interest Swap
Obligation relates;
<PAGE>   23
                                      -23-

(v) Indebtedness under Currency Agreements; provided that in the case of
Currency Agreements which relate to Indebtedness, such Currency Agreements do
not increase the Indebtedness of the Company and its Restricted Subsidiaries
outstanding other than as a result of fluctuations in foreign currency exchange
rates or by reason of fees, indemnities and compensation payable thereunder;

(vi) Indebtedness of a Wholly Owned Restricted Subsidiary of the Company to the
Company or to a Wholly Owned Restricted Subsidiary of the Company for so long as
such Indebtedness is held by the Company, a Wholly Owned Restricted Subsidiary
of the Company or the lenders or collateral agent under the Credit Facility, in
each case subject to no Lien held by a Person other than the Company, a Wholly
Owned Restricted Subsidiary of the Company or the lenders or collateral agent
under the Credit Facility; provided that if as of any date any Person other than
the Company, a Wholly Owned Restricted Subsidiary of the Company or the lenders
or collateral agent under the Credit Facility owns or holds any such
Indebtedness or holds a Lien in respect of such Indebtedness, on such date the
Company shall be deemed to have incurred Indebtedness not constituting Permitted
Indebtedness;

(vii) Indebtedness of the Company to a Restricted Subsidiary of the Company for
so long as such Indebtedness is held by a Restricted Subsidiary of the Company
or the lenders or collateral agent under the Credit Facility, in each case
subject to no Lien other than in favor of the lenders or collateral agent under
the Credit Facility; provided that (a) any Indebtedness of the Company to any
Restricted Subsidiary of the Company is unsecured and subordinated in right of
payment in an insolvency, bankruptcy, liquidation or any other similar
proceeding, pursuant to a written agreement, to the Company's Obligations under
this Indenture and the Notes and (b) if as of any date any Person other than a
Restricted Subsidiary of the Company owns or holds any such Indebtedness or any
Person other than the lenders or collateral agent under the Credit Facility
holds a Lien in respect of such Indebtedness, on such date the Company shall be
deemed to have incurred Indebtedness not constituting Permitted Indebtedness;

(viii) 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 two business days of incurrence;

(ix) Indebtedness of the Company or any of its Restricted Subsidiaries
represented by letters of credit for the account of the Company or such
Restricted Subsidiary, as the case may 

<PAGE>   24
                                      -24-

be, in order to provide security for workers' compensation claims, payment
obligations in connection with self-insurance or similar requirements in the
ordinary course of business;

(x) Indebtedness represented by Capitalized Lease Obligations and Purchase Money
Indebtedness of the Company and its Restricted Subsidiaries incurred in the
ordinary course of business not to exceed $30,000,000 at any one time
outstanding;

(xi) Refinancing Indebtedness;

(xii) Indebtedness in respect of bid, performance, advance payment, appeal or
surety bonds; 

(xiii) guarantees of Indebtedness otherwise permitted under this Indenture,
provided that in the case of a guarantee by a Restricted Subsidiary, such
Restricted Subsidiary complies with Section 4.20; and

(xiv) additional Indebtedness of the Company or any Restricted Subsidiary in an
aggregate principal amount not to exceed $25,000,000 at any one time
outstanding.

               For purposes of determining compliance with Section 4.12, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in the above clauses or is
otherwise entitled to be incurred pursuant to Section 4.12, the Company shall,
in its sole discretion, classify such item of Indebtedness in any manner that
complies with such covenant and such item of Indebtedness will be treated as
having been incurred pursuant to only one of such clauses or pursuant to such
covenant or as having been divided and incurred pursuant to more than one of
such clauses or such covenant. Accrual of interest, the accretion of accreted
value and the payment of interest will not be deemed to be an incurrence of
Indebtedness for purposes of this covenant. If the Indebtedness is incurred,
denominated and payable in other than United States currency, then the
Indebtedness shall be converted into United States currency using the spot
foreign exchange rate of the currency in which such Indebtedness is incurred,
denominated and payable on the date of Incurrence of such Indebtedness.

               "Permitted Investments" means (i) Investments by the Company or
any Restricted Subsidiary of the Company in any Person that is or will become
immediately after such Investment a Restricted Subsidiary of the Company or that
will merge or consolidate into the Company or a Restricted Subsidiary of the
Company; (ii) Investments in the Company by any Restricted Subsidiary of the
Company; provided that any Indebtedness evidencing such Investment is unsecured
and subordinated in right of payment in an insolvency, bankruptcy, liquidation
or any other similar proceeding, pursuant to a written agreement, to the
Company's Obligations under the Notes and this

<PAGE>   25
                                      -25-

Indenture; (iii) investments in cash and Cash Equivalents; (iv) loans and
advances to employees and officers of the Company and its Restricted
Subsidiaries in the ordinary course of business for bona fide business purposes
not in excess of $1,000,000 at any one time outstanding; (v) Currency Agreements
and Interest Swap Obligations entered into in the ordinary course of the
Company's or its Restricted Subsidiaries' businesses and otherwise in compliance
with this Indenture; (vi) Investments in securities of trade creditors or
customers received pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy, workout or insolvency of such trade creditors or customers
or in settlement of delinquent Obligations; (vii) Investments made by the
Company or its Restricted Subsidiaries as a result of consideration received in
connection with an Asset Sale made in compliance with Section 4.16; (viii) any
acquisition of assets or securities of another Person to the extent it is in
exchange for the issuance of Qualified Capital Stock of the Company or a
Restricted Subsidiary; (ix) Investments existing on the Issue Date; and (x)
Investments in prepaid expenses, negotiable instruments held for collection,
utility, workers' compensation, performance and similar deposits; (xi)
guarantees of Indebtedness otherwise permitted under this Indenture, provided
that in the case of a guarantee by a Restricted Subsidiary, such Restricted
Subsidiary complies with Section 4.20; and (xii) any other Investments not to
exceed $30,000,000 at any one time outstanding.

               "Permitted Liens" means the following types of Liens:

(i) 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 its Restricted Subsidiaries shall have set aside on its
books such reserves as may be required pursuant to GAAP;

(ii) 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;

(iii) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, including any Lien securing letters of credit issued in the
ordinary course of business consistent with past practice in connection
therewith, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government

<PAGE>   26
                                      -26-


contracts, performance and return-of-money bonds and other similar obligations
(exclusive of Obligations for the payment of borrowed money);

(iv) judgment Liens not giving rise to an Event of Default;

(v) easements, rights-of-way, zoning restrictions and other similar charges or
encumbrances in respect of real property not interfering in any material respect
with the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries;

(vi) 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;

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

(viii) Liens securing Interest Swap Obligations which Interest Swap Obligations
relate to Indebtedness that is otherwise permitted under this Indenture;

(ix) Liens securing Capitalized Lease Obligations and Purchase Money
Indebtedness permitted pursuant to clause (x) of the definition of "Permitted
Indebtedness" or the proviso to Section 4.12; provided, however, that (A) the
Indebtedness shall not exceed the cost of such property or assets and shall not
be secured by any property or assets of the Company or any Restricted Subsidiary
of the Company other than the property and assets so leased, acquired or
constructed (and with respect to Capitalized Lease Obligations, together with
the proceeds thereof, substitutions and replacements thereof and accessions
thereto) and (B) the Lien securing such Indebtedness shall be created within 180
days of such lease, acquisition or construction or, in the case of a refinancing
thereof, within 180 days of such refinancing;

(x) Liens securing Indebtedness under Currency Agreements;

(xi) Liens securing Acquired Indebtedness incurred in accordance with Section
4.12; provided that (A) such Liens secured such Acquired Indebtedness at the
time of and prior to the incurrence of such Acquired Indebtedness by the Company
or a Restricted Subsidiary of the Company and were not granted in connection
with, or in anticipation of, the incurrence of such Acquired Indebtedness by the
Company or a Restricted Subsidiary of the Company and (B) such Liens do not
extend to or cover any property or assets of the Company or of any of its
Restricted Subsidiaries other than the property or assets that secured the
Acquired Indebtedness prior to the time such Indebtedness became Acquired
Indebtedness of the Company or a Restricted 

<PAGE>   27
                                      -27-

Subsidiary of the Company and are no more favorable to the lienholders than
those securing the Acquired Indebtedness prior to the incurrence of such
Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;

(xii) Liens existing on the Issue Date;

(xiii) Liens to secure any Refinancing Indebtedness which is incurred to
Refinance any Indebtedness which has been secured by a Lien permitted under this
Indenture and which has been incurred in accordance with the provisions of this
Indenture; provided, however, that such Liens (A) are no less favorable to the
Holders and are not more favorable to the lienholders with respect to such Liens
than the Liens in respect of the Indebtedness being Refinanced and (B) do not
extend to or cover any property or assets of the Company or any of its
Restricted Subsidiaries not securing the Indebtedness so Refinanced;

(xiv) Liens in favor of the Company;

(xv) Liens in favor of customs and revenue authorities to secure payment of
customs duties in connection with the importation of goods in the ordinary
course of business and other similar Liens arising in the ordinary course of
business;

(xvi) leases or subleases granted to third Persons not interfering with the
ordinary course of business of the Company or its Restricted Subsidiaries;

(xvii) Liens arising by virtue of any common law, statutory, regulatory,
contractual or warranty provision relating to bankers' liens, rights of set-off
or similar rights and remedies as to deposit or securities accounts maintained
in the ordinary course of business;

(xviii) Liens under licensing agreements for use of intellectual property
entered into in the ordinary course of business;

(xix) Liens under the Credit Facility and other Senior Debt permitted to be
incurred under Section 4.12; and

(xx) Liens on property existing at the time of the acquisition thereof by the
Company or any Restricted Subsidiary of the Company; provided, that (x) such
Liens were in existence at the time of and prior to the acquisition of such
property and were not granted in connection with, or in anticipation of , the
acquisition thereof and (y) such Liens extend only to the property so acquired
and the proceeds thereof.

               "Person" means an individual, partnership, corporation,
unincorporated organization, association, limited liability company, joint stock
company, trust or joint venture, or a governmental agency or political
subdivision thereof or any other entity.

               "Physical Notes" has the meaning provided in Section 2.01.

<PAGE>   28
                                      -28-

               "Preferred Stock" of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.

               "principal" of any Indebtedness (including the Notes) means the
principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

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

               "Private Placement Legend" means the legend initially set forth
on the Initial Notes in the form set forth in Exhibit A(1).

               "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms of this Indenture, a calculation in
accordance with Article 11 of Regulation S-X under the Act, as determined by the
Board of Directors of the Company in consultation with its independent public
accountants.

               "Proceeds Purchase Date" has the meaning provided in Section
4.16.

               "Purchase Money Indebtedness" means Indebtedness of the Company
and its Restricted Subsidiaries incurred in the normal course of business for
the purpose of financing all or any part of the purchase price, or the cost of
installation, construction or improvement, of property or equipment.

               "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

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

               "Record Date" means, with respect to any Note, any of the Record
Dates specified in such Note, whether or not a Legal Holiday.

               "Redemption Date," when used with respect to any Note to be
redeemed, means the date fixed for such redemption pursuant to this Indenture
and the Notes.

               "Redemption Price," when used with respect to any Note to be
redeemed, means the price fixed for such redemption 

<PAGE>   29
                                      -29-

pursuant to this Indenture and the Notes.

               "Reference Date" has the meaning provided in Section 4.10.

               "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

               "Refinancing Indebtedness" means any Refinancing by the Company
or any Restricted Subsidiary of the Company of Indebtedness incurred in
accordance with Section 4.12 (other than pursuant to clause (ii), (iv), (v),
(vi), (vii), (viii), (ix),(x), (xiii) or (xiv) of the definition of Permitted
Indebtedness), in each case that does not (1) result in an increase in the
aggregate principal amount of Indebtedness of such Person as of the date of such
proposed Refinancing (plus the amount of any interest and premium required to be
paid under the terms of the instrument governing such Indebtedness, market-based
premiums and reasonable fees and expenses incurred by the Company in connection
with such Refinancing) or (2) create Indebtedness with (A) a Weighted Average
Life to Maturity that is less than the Weighted Average Life to Maturity of the
Indebtedness being Refinanced or (B) a final maturity earlier than the final
maturity of the Indebtedness being Refinanced; provided that (x) if such
Indebtedness being Refinanced is Indebtedness of the Company, then such
Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if
such Indebtedness being Refinanced is subordinate or junior to the Notes, then
such Refinancing Indebtedness shall be subordinate to the Notes at least to the
same extent and in the same manner as the Indebtedness being Refinanced.

               "Registrar" has the meaning provided in Section 2.03.

               "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date among the Company and the Initial
Purchasers.

               "Representative" means the indenture trustee or other trustee,
agent or representative in respect of any Designated Senior Debt; provided that
if, and for so long as, any Designated Senior Debt lacks such a representative,
then the Representative for such Designated Senior Debt shall at all 

<PAGE>   30
                                      -30-

times constitute the holders of a majority in outstanding principal amount of
such Designated Senior Debt in respect of any Designated Senior Debt.

               "Restricted Payment" has the meaning provided in Section 4.10.

               "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Act; provided that the Trustee shall be entitled to
request and conclusively rely on an Opinion of Counsel with respect to whether
any Note constitutes a Restricted Security.

               "Restricted Subsidiary" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

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

               "Sale And Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such property.

               "SEC" means the United States Securities and Exchange Commission.

               "Senior Debt" means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on any Indebtedness of the Company, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes. Without limiting the generality
of the foregoing, "Senior Debt" shall also include the principal of, premium, if
any, interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed 

<PAGE>   31
                                      -31-

claim under applicable law) on, and all other amounts owing in respect of, (x)
all monetary obligations (including guarantees thereof) of every nature of the
Company under the Credit Facility, including, without limitation, obligations to
pay principal and interest, reimbursement obligations under letters of credit,
fees, expenses and indemnities, (y) all Interest Swap Obligations (including
guarantees thereof) and (z) all obligations (including guarantees thereof) under
Currency Agreements, in each case whether outstanding on the Issue Date or
thereafter incurred. Notwithstanding the foregoing, "Senior Debt" shall not
include (i) any Indebtedness of the Company to a Subsidiary of the Company or
any Affiliate of the Company or any of such Affiliate's Subsidiaries, (ii)
Indebtedness to, or guaranteed on behalf of, any shareholder, director, officer
or employee of the Company or any Subsidiary of the Company (including, without
limitation, amounts owed for compensation), (iii) Indebtedness to trade
creditors and other amounts incurred in connection with obtaining goods,
materials or services, (iv) Indebtedness represented by Disqualified Capital
Stock, (v) any liability for federal, state, local or other taxes owed or owing
by the Company, (vi) that portion of any Indebtedness incurred in violation of
the Indenture provisions set forth under Section 4.12 (but, as to any such
obligation, no such violation shall be deemed to exist for purposes of this
clause (vi) if the holder(s) of such obligation or their Representative and the
Trustee shall have received an Officers' Certificate of the Company to the
effect that the incurrence of such Indebtedness does not (or, in the case of
revolving credit Indebtedness, that the incurrence of the entire committed
amount thereof at the date on which the initial borrowing thereunder is made
would not) violate such provisions of this Indenture), (vii) Indebtedness which,
when incurred and without respect to any election under Section 1111(b) of Title
11, United States Code, is without recourse to the Company and (viii) any
Indebtedness which is, by its express terms, subordinated in right of payment to
any other Indebtedness of the Company.

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

               "Significant Subsidiary", with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Securities Act.

               "Subsidiary", with respect to any Person, means (i) any
corporation of which the outstanding Capital Stock having

<PAGE>   32
                                      -32-


at least a majority of the votes entitled to be cast in the election of
directors under ordinary circumstances shall at the time be owned, directly or
indirectly, by such Person or (ii) any other Person of which at least a majority
of the voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person.

               "Surviving Entity" has the meaning provided in Section 5.01.

               "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as amended, as in effect on the date of this
Indenture, except as otherwise provided in Section 9.04.

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

               "Trust Officer" means any officer of the Trustee assigned by the
Trustee to administer this Indenture, or in the case of a successor trustee, an
officer assigned to the department, division or group performing the corporation
trust work of such successor and assigned to administer this Indenture.

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

               "U.S. Legal Tender" means such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

               "Unrestricted Notes" means one or more Notes that do not and are
not required to bear the Private Placement Legend, including, without
limitation, the Exchange Notes in the form set forth as Exhibit A(2) hereto.

               "Unrestricted Subsidiary" of any Person means (i) any Subsidiary
of such Person that at the time of determination shall be or continue to be
designated an Unrestricted Subsidiary by the Board of Directors of such Person
in the manner provided below and (ii) any Subsidiary of an Unrestricted
Subsidiary. The Board of Directors may designate

<PAGE>   33
                                      -33-

any Subsidiary (including any newly acquired or newly formed Subsidiary) to be
an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, the Company or any other Subsidiary
of the Company that is not a Subsidiary of the Subsidiary to be so designated;
provided that (x) the Company certifies to the Trustee that such designation
complies with Section 4.10 and (y) each Subsidiary to be so designated and each
of its Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or any of its Restricted
Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary only if (x) immediately after giving effect to
such designation, the Company is able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12
and (y) immediately before and immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing. Any such designation by the Board of Directors shall be evidenced to
the Trustee by promptly filing with the Trustee a copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing provisions.

               "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) 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 (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

               "Wholly Owned Restricted Subsidiary" of any Person means any
Restricted Subsidiary of such Person of which all the outstanding voting
securities (other than in the case of a foreign Restricted Subsidiary,
directors' qualifying shares or an immaterial amount of shares required to be
owned by other Persons pursuant to applicable law) are owned by such Person or
any Wholly Owned Restricted Subsidiary of such Person.

               SECTION 1.02. Incorporation by Reference of TIA.

<PAGE>   34
                                      -34-

               Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

               "Commission" means the SEC.

               "indenture securities" means the Notes.

               "indenture security holder" means a Holder or a Noteholder.

               "indenture to be qualified" means this Indenture.

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

               "obligor" on the indenture securities means the Company, the
Guarantors, if any, or any other obligor on the Notes or the Guarantees, if any.

               All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule and
not otherwise defined herein have the meanings assigned to them therein.

               SECTION 1.03. 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 words in the
        plural include the singular; and

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

                                   ARTICLE TWO

                                    THE NOTES
<PAGE>   35
                                      -35-

               SECTION 2.01. Form and Dating.

               The Initial Notes and the Trustee's certificate of authentication
relating thereto shall be substantially in the form of Exhibit A(1) hereto. The
Exchange Notes and the Trustee's certificate of authentication relating thereto
shall be substantially in the form of Exhibit A(2) hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
depositary rule or usage. The Company and the Trustee shall approve the form of
the Notes and any notation, legend or endorsement on them. Each Note shall be
dated the date of its issuance and shall show the date of its authentication.

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

               Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A(1) (the "Global Note"),
deposited with the Trustee, as custodian for the Depositary, and shall bear the
legend set forth in Exhibit B, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the
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, as hereinafter
provided.

               Notes offered and sold in reliance on any other exemption from
registration under the Act other than as described in the preceding paragraph
shall be issued, and Notes offered and sold in reliance on Rule 144A may be
issued, in the form of permanent certificated Notes in registered form, in
substantially the form set forth in Exhibit A(1) (the "Physical Notes").

               SECTION 2.02. Execution and Authentication; Aggregate Principal
                             Amount.

               Two Officers, or an Officer and an Assistant Secretary, shall
sign, or one Officer shall sign and one Officer or an Assistant Secretary (each
of whom shall, in each 

<PAGE>   36
                                      -36-

case, have been duly authorized by all requisite corporate actions) shall attest
to, the Notes for the Company by manual or facsimile signature.

               If an Officer or Assistant Secretary whose signature is on a Note
was an Officer or Assistant Secretary at the time of such execution but no
longer holds that office or position at the time the Trustee authenticates the
Note, the Note shall nevertheless be valid.

               A Note shall not be valid until an authorized signatory of the
Trustee 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 Trustee shall authenticate (i) Initial Notes for original
issue on the Issue Date in the aggregate principal amount not to exceed
$115,000,000 in one or more series, (ii) Private Exchange Notes from time to
time only in exchange for a like principal amount of Initial Notes, (iii)
Unrestricted Notes from time to time in exchange for a like principal amount of
Initial Notes, or (iv) one or more series of Notes for original issuance after
the Issue Date (such Notes to be substantially in the form of Exhibit A(1) or
A(2), as applicable) in an aggregate principal amount not to exceed $85,000,000
so long as the incurrence of Indebtedness thereof is permitted under the proviso
to Section 4.12, 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, Unrestricted Notes or Notes issued under clause (iv) of the preceding
sentence, and whether the Notes are to be issued as Physical Notes or Global
Notes or such other information as the Trustee may reasonably request. In
addition, with respect to authentication pursuant to clauses (ii) or (iii) of
the first sentence of this paragraph, the first such written order from the
Company shall be accompanied by an Opinion of Counsel of the Company in a form
reasonably satisfactory to the Trustee stating that the issuance of the Private
Exchange Notes or the Unrestricted Notes, as the case may be, does not give rise
to an Event of Default, complies with this Indenture and has been duly
authorized by the Company. The aggregate principal amount of Notes outstanding
at any time may not exceed $200,000,000, except as provided in Section 2.07.

<PAGE>   37
                                      -37-

               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 (ii), (iii) and (iv) of the first sentence of the
immediately preceding paragraph, the Company shall use its best efforts to
obtain the same "CUSIP" number for such Notes as is printed on the Notes
outstanding at such time. 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.

               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 and Affiliates of the Company.

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

               SECTION 2.03. Registrar and Paying Agent.

               The Company shall maintain an office or agency (which shall be
located in the Borough of Manhattan in the City of New York, State of New York)
where (a) Notes may be presented or surrendered for registration of transfer or
for exchange ("Registrar"), (b) Notes may be presented or surrendered for
payment ("Paying Agent") and (c) notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Registrar shall keep
a register of the Notes and of their transfer and exchange. The Company, upon
prior written notice to the Trustee, may have one or more co-Registrars and one
or more additional paying agents reasonably acceptable to the Trustee. The term
"Paying Agent" includes any additional Paying Agent. Neither the Company nor any
Affiliate of the Company may act as Paying Agent.

               The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, which agreement shall incorporate the
provisions of the TIA and implement the provisions of this Indenture that relate
to such Agent. The Company shall notify the Trustee, in advance, of 

<PAGE>   38
                                      -38-

the name and address of any such Agent. If the Company fails to maintain a
Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee
shall act as such and shall be entitled to appropriate compensation in
accordance with Section 7.07.

               The Company initially appoints the Trustee, who has an Affiliate
in New York with an office at 61 Broadway, 15th Floor, New York, NY 10006, as
Registrar, Paying Agent and agent for service of demands and notices in
connection with the Notes, until such time as either of such Persons has
resigned or a successor has been appointed. Any Paying Agent or Registrar may
resign upon 30 days' prior written notice to the Company.

               SECTION 2.04. Paying Agent To Hold Assets in Trust.

               The Company shall require each Paying Agent other than the
Trustee to agree in writing that, subject to Articles Ten and Eleven, each
Paying Agent shall hold in trust for the benefit of the Holders or the Trustee
all assets held by the Paying Agent for the payment of principal of, or interest
on, the Notes (whether such assets have been distributed to it by the Company or
any other obligor on the Notes), and the Company and the Paying Agent shall
notify the Trustee in writing of any Default by the Company (or any other
obligor on the Notes) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon distribution to the Trustee of all
assets that shall have been delivered by the Company to the Paying Agent, the
Paying Agent shall have no further liability for such assets.

               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
Noteholders. If the Trustee is not the Registrar, the Company shall furnish or
cause the Registrar to furnish to the Trustee as of each Record Date and before
each related Interest Payment Date and at such other times as the Trustee may
request in writing a list as of such date and in such form as the Trustee may
reasonably require of the names 

<PAGE>   39
                                      -39-

and addresses of Noteholders, which list may be conclusively relied upon by the
Trustee.

               SECTION 2.06. Transfer and Exchange.

               Subject to the provisions of Sections 2.15 and 2.16, when Notes
are presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transaction are met; provided, however, that the Notes presented or
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar or co-Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing. To permit registrations of transfer
and exchanges, the Company shall issue and execute and the Trustee shall
authenticate Notes at the Registrar's or co-Registrar's request. No service
charge shall be made to a Noteholder for any registration of transfer or
exchange. The Company may require from such Noteholder payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchanges or transfers pursuant to Sections 2.10, 3.06,
4.15, 4.16 or 9.06, in which event the Company shall be responsible for the
payment of such taxes).

               The Registrar or co-Registrar shall not be required to register
the transfer of or exchange of any Note (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Notes and ending at the close of business on the day of such mailing and (ii)
selected for redemption in whole or in part pursuant to Article Three, except
the unredeemed portion of any Note being redeemed in part.

               Any Holder of the Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Notes may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent) and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry.

               SECTION 2.07. Replacement Notes.

<PAGE>   40
                                      -40-

               If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims that the Note has been lost, destroyed or wrongfully
taken, the Company shall issue and execute and the Trustee shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, such Holder must provide an affidavit of lost
certificate and an indemnity bond or other indemnity, sufficient in the judgment
of both the Company and the Trustee, to protect the Company, the Trustee or any
Agent from any loss which any of them may suffer if a Note is replaced. The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Note, including reasonable fees and expenses of the Trustee and
counsel, and the Trustee may charge the Company for the Trustee's reasonable
out-of-pocket expenses in replacing such Note. Every replacement Note shall
constitute an additional Obligation of the Company.

               SECTION 2.08. Outstanding Notes.

               Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. Subject
to the provisions of Section 2.09, a Note does not cease to be outstanding
because the Company or any of its Affiliates holds the Note.

               If a Note is replaced pursuant to Section 2.07 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.07.

               If on a Redemption Date or the Maturity Date, the Paying Agent
holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of
the principal and interest due on the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

               SECTION 2.09. Treasury Notes.

               In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver, consent or notice,
Notes owned by the Company or any of 

<PAGE>   41
                                      -41-

its Affiliates shall be considered as though they are not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes which a Trust
Officer of the Trustee actually knows are so owned shall be so considered. The
Company shall notify the Trustee, in writing, when it or any of its Affiliates
repurchases or otherwise acquires Notes, and of the aggregate principal amount
of such Notes so repurchased or otherwise acquired.

               SECTION 2.10. Temporary Notes.

               Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon receipt of a
written order of the Company in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Notes to be
authenticated and the date on which the temporary Notes are to be authenticated,
and shall direct the Trustee to authenticate such Notes and certify that all
conditions precedent to the issuance of such Notes contained herein have been
complied with. Temporary Notes shall be substantially in the form of definitive
Notes but may have variations that the Company and the Trustee consider
appropriate for temporary Notes. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate upon receipt of a written order of
the Company pursuant to Section 2.02 definitive Notes in exchange for temporary
Notes.

               SECTION 2.11. Cancellation.

               The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent, and no one
else, shall cancel and, at the written direction of the Company, shall dispose
of all Notes surrendered for registration of transfer, exchange, payment or
cancellation. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or delivered to the Trustee for cancellation. If
the Company shall acquire any of the Notes, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such Notes
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.11.

<PAGE>   42
                                      -42-

               SECTION 2.12. Defaulted Interest.

               If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day next preceding the
date fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

               SECTION 2.13. CUSIP Numbers.

               The Company in issuing the Notes may use one or more "CUSIP"
numbers, and if so, the appropriate CUSIP number(s) shall be included in all
notices of redemption or exchange as a convenience to Holders; provided that any
such notice may state that no representation is made by the Trustee as to the
correctness or accuracy of any CUSIP number printed in the notice or on the
Notes, and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company shall promptly notify the Trustee of any
change in the CUSIP numbers.

               SECTION 2.14. Deposit of Moneys.

               Prior to 10:00 a.m., New York City time, on each Interest Payment
Date and on the Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Paying Agent to remit payment to the Holders
on such Interest Payment Date or Maturity Date, as the case may be.

               SECTION 2.15. Book-Entry Provisions for Global Note.

               (a) The Global Note initially shall (i) be registered in the name
of the Depositary or the nominee of such 

<PAGE>   43
                                      -43-

Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Exhibit B.

               Members of, or participants in, the Depositary ("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 the Company or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the 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 Note.

               (b) Transfers of the Global Note shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in the Global Note may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depositary and the provisions of Section 2.16. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in the Global Note if (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for the Global Note and a
successor depositary is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary to issue Physical Notes.

               (c) In connection with any transfer or exchange of a portion of
the beneficial interest in the Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and amount.

               (d) In connection with the transfer of the entire Global Note to
beneficial owners pursuant to paragraph (b), the Global Note shall be deemed to
be surrendered to the Trustee 

<PAGE>   44
                                      -44-

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 in the Global Note, an equal aggregate
principal amount of Physical Notes of authorized denominations.

               (e) Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in the Global Note pursuant to paragraph
(b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c)
of Section 2.16, bear the legend regarding transfer restrictions applicable to
the Physical Notes set forth in Exhibit A(1).

               (f) The Holder of the Global Note may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

               SECTION 2.16. Special Transfer Provisions.

               (a) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted
Security to any Institutional Accredited Investor which is not a QIB:

               (i) the Registrar shall register the transfer of any Note
        constituting a Restricted Security, whether or not such Note bears the
        Private Placement Legend, if (x) the requested transfer is after June
        18, 2000 and the transferor certifies that the Restricted Security was
        not acquired from the Company or Affiliate of the Company less than two
        years prior to the date of the proposed transfer or (y) in the case of a
        transfer to an Institutional Accredited Investor which is not a QIB, the
        proposed transferee has delivered to the Registrar a certificate
        substantially in the form of Exhibit C; and

              (ii) if the proposed transferor is an Agent Member holding a
        beneficial interest in the Global Note, upon receipt by the Registrar of
        (x) the certificate, if any, required by paragraph (i) above and (y)
        instructions given in accordance with the Depositary's and the
        Registrar's procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a

<PAGE>   45
                                      -45-

transfer of outstanding Physical Notes) a decrease in the principal amount of
the Global Note in an amount equal to the principal amount of the beneficial
interest in the Global Note to be transferred, and (b) the Company shall execute
and the Trustee shall authenticate and deliver one or more Physical Notes of
like tenor and amount.

               (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Security to a QIB:

               (i) the Registrar shall register the transfer if 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 QIB within the meaning of Rule 144A, and is aware that the sale to it
        is being made in reliance on Rule 144A and acknowledges that it has
        received such information regarding the Company as it has requested
        pursuant to Rule 144A or has determined not to request such information
        and that it is aware that the transferor is relying upon its foregoing
        representations in order to claim the exemption from registration
        provided by Rule 144A; and

              (ii) if the proposed transferee is an Agent Member, and the Notes
        to be transferred consist of Physical Notes which after transfer are to
        be evidenced by an interest in the Global Note, upon receipt by the
        Registrar of instructions given in accordance with the Depositary's and
        the Registrar's procedures, the Registrar shall reflect on its books and
        records the date and an increase in the principal amount of the Global
        Note in an amount equal to the principal amount of the Physical Notes to
        be transferred, and the Trustee shall cancel the Physical Notes so
        transferred.

               (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the 

<PAGE>   46
                                      -46-

registration of transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar shall deliver only Notes that bear the Private
Placement Legend unless (i) the circumstance contemplated by paragraph (a)(i)(x)
of this Section 2.16 exist or (ii) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee 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 Act.

               (d) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

               The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16 for a period of three years. 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.

                                 ARTICLE THREE

                                   REDEMPTION

               SECTION 3.01. Notices to Trustee.

               If the Company elects to redeem Notes pursuant to Paragraph 6 of
the Notes, it shall notify both the Trustee and the Paying Agent in writing of
the Redemption Date and the principal amount of the Notes to be redeemed.

               The Company shall give each notice provided for in this Section
3.01 at least 45 days, but not more than 60 days, before the Redemption Date
(unless a shorter notice period shall be satisfactory to the Trustee, as
evidenced in a writing signed on behalf of the Trustee), together with an
Officers' Certificate and Opinion of Counsel stating that such redemption shall
comply with the conditions contained herein and in the Notes.

               SECTION 3.02. Selection of Notes To Be Redeemed.

<PAGE>   47
                                      -47-

               If fewer than all of the Notes are to be redeemed, the Trustee
shall select the Notes to be redeemed on a pro rata basis, by lot or in such
other fair and appropriate manner chosen at the discretion of the Trustee and,
if the Notes are listed on any national securities exchange, by a method that
complies with the requirements of such exchange; provided, however, that if
partial redemption is made with the proceeds of an Equity Offering prior to June
15, 2001, 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 applicable procedures of the Depositary) unless
such method is otherwise prohibited. The Trustee shall make the selection from
the Notes outstanding and not previously called for redemption and shall
promptly notify the Company in writing of the Notes selected for redemption and,
in the case of any Note selected for partial redemption, the principal amount
thereof to be redeemed. Notes in denominations of $1,000 or less may be redeemed
only in whole. The Trustee may select for redemption portions (equal to $1,000
or any integral multiple thereof) of the principal of Notes that have
denominations larger than $1,000. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

               SECTION 3.03. Notice of Redemption.

               At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail or cause to be mailed a notice of redemption by
first-class mail, postage prepaid, to each Holder whose Notes are to be
redeemed, with a copy to the Trustee and any Paying Agent.

               Each notice for redemption shall identify the Notes to be
redeemed and shall state:

               (1) the Redemption Date;

               (2) the Redemption Price and the amount of accrued interest, if
        any, to be paid;

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

               (4) the subparagraph of the Notes pursuant to which such
        redemption is being made;

               (5) that Notes called for redemption must be surrendered to the
        Paying Agent to collect the Redemption Price plus accrued interest, if
        any;

<PAGE>   48
                                      -48-

               (6) that, unless the Company defaults in making the redemption
        payment, interest on Notes called for redemption ceases to accrue on and
        after the Redemption Date, and the only remaining right of the Holders
        of such Notes is to receive payment of the Redemption Price plus accrued
        interest, if any, upon surrender to the Paying Agent of the Notes
        redeemed;

               (7) if any Note is being redeemed in part, the portion of the
        principal amount (equal to $1,000 or any integral multiple thereof) of
        such Note to be redeemed and that, on or after the Redemption Date, and
        upon surrender of such Note, a new Note or Notes in the aggregate
        principal amount equal to the unredeemed portion thereof will be issued;
        and

               (8) if fewer than all the Notes are to be redeemed, the
        identification of the particular Notes (or portion thereof) to be
        redeemed, as well as the aggregate principal amount of Notes to be
        redeemed and the aggregate principal amount of Notes to be outstanding
        after such partial redemption.

               SECTION 3.04. Effect of Notice of Redemption.

               Once notice of redemption is mailed in accordance with Section
3.03, Notes called for redemption become due and payable on the Redemption Date
and at the Redemption Price plus accrued interest, if any. Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
Redemption Price (which shall include accrued interest thereon to the Redemption
Date), but installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business
on the relevant record dates referred to in the Notes.

               SECTION 3.05. Deposit of Redemption Price.

               On or before the Redemption Date, the Company shall deposit with
the Paying Agent in immediately available funds U.S. Legal Tender sufficient to
pay the Redemption Price plus accrued interest, if any, of all Notes or portions
thereof to be redeemed on that date. The Paying Agent shall promptly return to
the Company any U.S. Legal Tender so deposited which is not required for that
purpose, except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven.

<PAGE>   49
                                      -49-

               If the Company complies with the preceding paragraph, then,
unless the Company defaults in the payment of such Redemption Price plus accrued
interest, if any, interest on the Notes to be redeemed will cease to accrue on
and after the applicable Redemption Date, whether or not such Notes are
presented for payment.

               SECTION 3.06. Notes Redeemed in Part.

               Upon surrender of a Note that is to be redeemed in part, the
Company shall issue and execute, and the Trustee shall authenticate for the
Holder, a new Note or Notes equal in principal amount to the unredeemed portion
of the Note surrendered.

                                  ARTICLE FOUR

                                   COVENANTS

               SECTION 4.01. Payment of Notes.

               The Company shall pay the principal of and interest on the Notes
on the dates and in the manner provided in the Notes and in this Indenture. An
installment of principal of or interest on the Notes shall be considered paid on
the date it is due if the Trustee or Paying Agent (other than the Company or an
Affiliate of the Company) holds on that date U.S. Legal Tender designated for
and sufficient to pay the installment in full and is not prohibited from paying
such money to the Holders pursuant to the terms of this Indenture.

               The Company shall pay, to the extent such payments are lawful,
interest on overdue principal and on overdue installments of interest (without
regard to any applicable grace periods) from time to time on demand at the rate
borne by the Notes. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

               SECTION 4.02. Maintenance of Office or Agency.

               The Company shall maintain each office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or

<PAGE>   50
                                      -50-

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
address of the Trustee set forth in Section 11.02.

               SECTION 4.03. Corporate Existence.

               Except as otherwise permitted by Article Five, the Company shall
do or cause to be done, at its own cost and expense, 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
the respective organizational documents of each such Restricted Subsidiary and
the material rights (charter and statutory) and franchises of the Company and
each such Restricted Subsidiary; provided, however, that the Company shall not
be required to preserve, with respect to itself, any right or franchise and,
with respect to any of its Restricted Subsidiaries, any such existence, right or
franchise, if the Board of Directors of the Company shall determine in good
faith that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Restricted Subsidiaries, taken as a whole.

               SECTION 4.04. Payment of Taxes and Other Claims.

               The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon it or any of
its Subsidiaries or its properties or any of its Subsidiaries' properties and
(ii) all material lawful claims for labor, materials and supplies that, if
unpaid, might by law become a Lien upon its properties or any of its
Subsidiaries' properties; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being or
will be contested in good faith by appropriate proceedings properly instituted
and diligently conducted for which adequate reserves, to the extent required
under GAAP, have been taken.

               SECTION 4.05. Maintenance of properties and Insurance.

<PAGE>   51
                                      -51-

               (a) The Company shall, and shall cause each of its Restricted
Subsidiaries to, maintain its properties in good working order and condition
(subject to ordinary wear and tear) and make all necessary repairs, renewals,
replacements, additions, betterments and improvements thereto and actively
conduct and carry on its business; provided, however, that nothing in this
Section 4.05 shall prevent the Company or any of its Restricted Subsidiaries
from discontinuing the operation and maintenance of any of its properties if
such discontinuance is, in the ordinary course of business or, in the good faith
judgment of the Board of Directors or other governing body of the Company or the
Restricted Subsidiary concerned, as the case may be, desirable in the conduct of
its businesses and is not disadvantageous in any material respect to the
Holders.

               (b) The Company shall maintain insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the good faith
judgment of the Company, are adequate and appropriate for the conduct of the
business of the Company and its Restricted Subsidiaries in a prudent manner,
with reputable insurers or with the government of the United States of America
or an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be consistent with past practice or customary, in
the good faith judgment of the Company, for companies similarly situated in the
industry.

               SECTION 4.06. Compliance Certificate; Notice of Default.

               (a) The Company shall deliver to the Trustee, within 90 days
after the end of the Company's fiscal year, an Officers' Certificate stating
that a review of its activities has been made under the supervision of the
signing Officers with a view to determining whether it has kept, observed,
performed and fulfilled its Obligations under this Indenture and further
stating, as to each such Officer signing such certificate, that to the best of
such Officer's knowledge the Company during such period has kept, observed,
performed and fulfilled each and every such covenant and the Obligations
contained in this Indenture and the Notes and no Default or Event of Default
occurred during such year and at the date of such certificate there is no
Default or Event of Default that has occurred and is continuing or, if such
signers do know of any such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status with 

<PAGE>   52
                                      -52-

particularity. The Officers' Certificate shall also notify the Trustee should
the Company elect to change the manner in which it fixes its fiscal year end.

               (b) The annual financial statements delivered pursuant to Section
4.08 shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit of such financial statements nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article Four, Five or Six of this Indenture insofar as they relate
to accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

               (c) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Event of Default under this Indenture or the Notes, the
Company shall deliver to the Trustee, at its address set forth in Section 11.02
hereof, by registered or certified mail or by telegram, telex or facsimile
transmission followed by hard copy by registered or certified mail an Officers'
Certificate specifying such event, notice or other action (including any action
the Company is taking or proposes to take in respect thereof) within five
Business Days of becoming aware of such occurrence.

               SECTION 4.07. Compliance with Laws.

               The Company shall, and shall cause each of its Subsidiaries to,
comply with all applicable statutes, rules, regulations, orders and restrictions
of the United States of America, all states and municipalities thereof, and of
any governmental department, commission, board, regulatory authority, bureau,
agency and instrumentality of the foregoing, in respect of the conduct of its
businesses and the ownership of its properties, except for such noncompliances
as are not in the aggregate reasonably likely to have a material adverse effect
on the business or financial condition of the Company and its Subsidiaries,
taken as a whole.

               SECTION 4.08. SEC Reports.

<PAGE>   53
                                      -53-

               (a) The Company shall file with the SEC all information,
documents and reports to be filed with the SEC pursuant to Sections 13 or 15(d)
of the Exchange Act, whether or not the Company is subject to such filing
requirements so long as the SEC will accept such filings. The Company (at its
own expense) shall file with the Trustee within 15 days after it files them with
the SEC, copies of the quarterly and annual reports and of the information,
documents and other reports, if any, which the Company is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification
of this Indenture under the TIA, the Company shall also comply with the
provisions of TIA Section 314(a).

               (b) At the Company's expense, the Company shall cause an annual
report if furnished by it to stockholders generally and each quarterly or other
financial report if furnished by it to stockholders generally to be filed with
the Trustee and mailed to the Holders at their addresses appearing in the
register of Notes maintained by the Registrar at the time of such mailing or
furnishing to stockholders.

               (c) The Company shall provide to any Holder any information
reasonably requested by such Holder concerning the Company (including financial
statements) necessary in order to permit such Holder to sell or transfer Notes
in compliance with Rule 144A under the Act, as presently required by Rule
144A(d)(4) under the Act.

               SECTION 4.09. Waiver of Stay, Extension or 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 or extension law or any
usury law or other law that would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on the Notes and as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
had been enacted.

<PAGE>   54
                                      -54-

               SECTION 4.10. Limitation on Restricted Payments.

               The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, (a) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
in Qualified Capital Stock of the Company) on or in respect of shares of the
Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem
or otherwise acquire or retire for value any Capital Stock of the Company or any
warrants, rights or options to purchase or acquire shares of any class of such
Capital Stock, (c) make any principal payment on, purchase, defease, redeem,
prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
any Indebtedness of the Company that is subordinate or junior in right of
payment to the Notes or (d) make any Investment (other than Permitted
Investments) (each of the foregoing actions set forth in clauses (a), (b), (c)
and (d) being referred to as a "Restricted Payment"), if at the time of such
Restricted Payment or immediately after giving effect thereto, (i) a Default or
an Event of Default shall have occurred and be continuing or (ii) the Company is
not able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.12 or (iii) the aggregate
amount of Restricted Payments (including such proposed Restricted Payment) made
subsequent to the Issue Date shall exceed the sum of: (A) 50% of the cumulative
Consolidated Net Income (or if cumulative Consolidated Net Income shall be a
loss, minus 100% of such loss) of the Company earned during the period beginning
on the first day of the first full fiscal quarter occurring after the Issue Date
and ending on the last day of the fiscal quarter immediately preceding the date
the Restricted Payment occurs (the "Reference Date") (treating such period as a
single accounting period); plus (B) 100% of the aggregate net cash proceeds
received by the Company from any Person (other than a Subsidiary of the Company)
from the issuance and sale of Qualified Capital Stock of the Company or from any
equity contribution from a holder of the Company's Capital Stock subsequent to
the Issue Date and on or prior to the Reference Date; plus (C) the principal
amount (or accreted amount as of such Reference Date) of any Indebtedness of the
Company or any Restricted Subsidiary of the Company incurred after the Issue
Date which has been converted into or exchanged for Qualified Capital Stock of
the Company (minus the amount of any cash or the fair market value (as
determined in good faith by the Board of Directors of the Company) of property
distributed by the Company or any Restricted Subsidiary of the

<PAGE>   55
                                      -55-

Company upon such conversion or exchange); plus (D) without duplication, the sum
of (1) the aggregate amount returned in cash on or with respect to Investments
(other than Permitted Investments) made subsequent to the Issue Date whether
through interest payments, principal payments, dividends or other distributions
or payments, (2) the net cash proceeds received by the Company or any of its
Restricted Subsidiaries from the disposition of all or any portion of such
Investments (other than to a Subsidiary of the Company) and (3) upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair
market value of such Subsidiary; provided, however, that the sum of clauses (1),
(2) and (3) above shall not exceed the aggregate amount of all such Investments
made subsequent to the Issue Date; plus (E) $20,000,000.

               Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit: (1) the payment of any dividend
or the consummation of any irrevocable redemption within 60 days after the date
of declaration of such dividend or the giving of such irrevocable redemption
notice if the dividend or redemption would have been permitted on the date of
declaration or the giving of such irrevocable redemption notice; (2) if no
Default or Event of Default shall have occurred and be continuing, the
redemption or acquisition of any shares of Capital Stock of the Company, either
(i) solely in exchange for shares of Qualified Capital Stock of the Company or
(ii) through the application of net proceeds of a substantially concurrent sale
for cash (other than to a Subsidiary of the Company) of shares of Qualified
Capital Stock of the Company; (3) payments by the Company to purchase, redeem or
acquire for value shares of Qualified Capital Stock of the Company or options on
such shares held by officers or employees upon the death, disability, retirement
or termination of employment of such employees pursuant to the terms of an
employee benefit plan or any other agreement pursuant to which such shares of
Qualified Capital Stock or options were issued or pursuant to a severance,
buy-sell or right of first refusal agreement with such employees, (4)
Investments in securities not constituting cash or Cash Equivalents and received
in connection with an Asset Sale made pursuant to the provisions of the covenant
described under Section 4.16, (5) if no Default or Event of Default shall have
occurred and be continuing, the acquisition of any Indebtedness of the Company
that is subordinate or junior in right of payment to the Notes either (i) solely
in exchange for shares of Qualified Capital Stock of the Company or (ii) through
the application of net proceeds of a substantially concurrent sale for cash
(other than to a Subsidiary of the Company) of (A) 

<PAGE>   56
                                      -56-

shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness
and (6) the redemption of the Company's preferred stock purchase rights under
the Company's stockholder's rights plans in an aggregate amount not to exceed
$500,000. In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii) of the immediately
preceding paragraph, amounts expended pursuant to clauses (1), (2)(ii), (3), (4)
and (5)(ii)(A) shall be included in such calculation.

               The amount of any non-cash Restricted Payment shall be the fair
market value, on the date such Restricted Payment is made, of the assets or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any non-cash Restricted Payment shall be determined by
the Board of Directors of the Company whose resolution with respect to the fair
market value of any Restricted Payment in excess of $5,000,000 shall be
delivered to the Trustee, such determination to be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if such fair market value exceeds $10,000,000. At least
semi-annually the Company shall deliver to the Trustee an Officers' Certificate
stating that all Restricted Payments made during the prior six month period were
permitted and setting forth the basis upon which the calculations required by
this covenant were computed, together with a copy of any opinion or appraisal
required by this Indenture.

               SECTION 4.11. Limitation on Transactions with Affiliates.

               (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y) Affiliate Transactions on terms that
are no less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate
Transactions (and each series of 

<PAGE>   57
                                      -57-

related Affiliate Transactions which are similar or part of a common plan)
involving aggregate payments or other property with a fair market value in
excess of $1,000,000 shall be approved by the Board of Directors of the Company
or such Restricted Subsidiary, as the case may be, such approval to be evidenced
by a Board Resolution stating that such Board of Directors has determined that
such transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate fair market value of more than $5,000,000 the Company or such
Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to the Company or the relevant Restricted
Subsidiary, as the case may be, from a financial point of view, from an
Independent Financial Advisor and file the same with the Trustee.

               (b) The restrictions set forth in clause (a) above shall not
apply to (i) reasonable fees and compensation paid to and indemnity provided on
behalf of, officers, directors, employees or consultants of the Company or any
Restricted Subsidiary of the Company as determined in good faith by the
Company's Board of Directors or senior management; (ii) transactions exclusively
between or among the Company and any of its Wholly Owned Restricted Subsidiaries
or exclusively between or among such Wholly Owned Restricted Subsidiaries,
provided such transactions are not otherwise prohibited by this Indenture; (iii)
any agreement as in effect as of the Issue Date or any amendment thereto or any
transaction contemplated thereby (including pursuant to any amendment thereto)
in any replacement agreement thereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Holders in any material
respect than the original agreement as in effect on the Issue Date; (iv)
advances and loans to employees for relocation, entertainment and travel
expenses, drawing accounts and other matters in the ordinary course of business;
(v) transactions with Annapurna Corporation aggregating not more than $500,000
in any fiscal year; and (vi) Restricted Payments permitted by this Indenture.

               SECTION 4.12. Limitation on Incurrence of Additional
                             Indebtedness.

               The Company will not, and will not permit any of its 

<PAGE>   58
                                      -58-

Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness); provided, however, that if no
Default or Event of Default shall have occurred and be continuing at the time of
or as a consequence of the incurrence of any such Indebtedness, the Company or
any Restricted Subsidiary may incur Indebtedness (including, without limitation,
Acquired Indebtedness), in each case if on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof, the Consolidated
Fixed Charge Coverage Ratio of the Company is greater than 2.25 to 1.0 if such
Indebtedness is incurred prior to June 15, 2000 and 2.50 to 1.0 thereafter.

               SECTION 4.13. Limitation on Dividend and Other Payment
                             Restrictions Affecting Subsidiaries.

               The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to (a) pay dividends or make
any other distributions on or in respect of its Capital Stock; (b) make loans or
advances or to pay any Indebtedness or other obligation owed to the Company or
any other Restricted Subsidiary of the Company; or (c) transfer any of its
property or assets to the Company or any other Restricted Subsidiary of the
Company, except for such encumbrances or restrictions existing under or by
reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment,
subletting or restriction on transfer or net worth provisions of any contract,
license or any lease governing a leasehold interest of any Restricted Subsidiary
of the Company; (4) 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; (5) agreements existing on the Issue Date to the extent and
in the manner such agreements are in effect on the Issue Date; (6) the Credit
Facility; (7) restrictions on the transfer of assets subject to any Lien
permitted under this Indenture imposed by the holder of such Lien; (8) any
agreement for the sale or disposition of the Capital Stock or assets of any
Subsidiary of the Company; 

<PAGE>   59
                                      -59-

provided, that such encumbrances and restrictions are only applicable to such
Subsidiary or assets, as applicable, and any such sale or disposition is made in
compliance with Section 4.16 to the extent applicable thereto; or (9) an
agreement governing Indebtedness incurred to Refinance the Indebtedness issued,
assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5)
or (6) above; provided, however, that the provisions relating to such
encumbrance or restriction contained in any such Indebtedness are no less
favorable to the Company in any material respect as determined by the Board of
Directors of the Company in their reasonable and good faith judgment than the
provisions relating to such encumbrance or restriction contained in agreements
referred to in such clause (2), (4), (5) or (6).

               SECTION 4.14. Prohibition on Incurrence of Senior Subordinated
                             Debt.

               The Company shall not, directly or indirectly, incur or suffer to
exist Indebtedness that is senior in right of payment to the Notes and
subordinate in right of payment to any other Indebtedness of the Company.

               SECTION 4.15. Limitation on Change of Control.

               (a) Upon the occurrence of a Change of Control, each Holder shall
have the right to require that the Company purchase all or a portion of such
Holder's Notes pursuant to the offer described below (the "Change of Control
Offer"), at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest to the date of purchase. However, the Company is not
required to make a Change of Control Offer if a third party makes a Change of
Control Offer that would be in compliance with the provisions described in this
Section 4.15 if it were made by the Company and such third party purchases (for
the consideration referred to in the immediate preceding sentence) the Notes
validly tendered and not withdrawn.

               (b) Within 30 days following the date upon which the Change of
Control occurred, the Company shall send, by first class mail, a notice to each
Holder, with a copy to the Trustee, which notice shall govern the terms of the
Change of Control Offer. The notice to the Holders shall contain all
instructions and materials necessary to enable such Holders to

<PAGE>   60
                                      -60-

tender Notes pursuant to the Change of Control Offer. Such notice shall state:

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

                (2) the purchase price (including the amount of accrued
        interest) and the purchase date (which shall be no earlier than 30 days
        nor later than 45 days from the date such notice is mailed, other than
        as may be required by law) (the "Change of Control Payment Date");

                (3) that any Note not tendered will continue to accrue interest
        if interest is then accruing;

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

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

                (6) that Holders will be entitled to withdraw their election if
        the Paying Agent receives, not later than three Business Days preceding
        the Change of Control Payment Date, a telegram, telex, facsimile
        transmission or letter setting forth the name of the Holder, the
        principal amount of the Notes the Holder delivered for purchase and a
        statement that such Holder is withdrawing his election to have such Note
        purchased; and

                (7) the circumstances and relevant facts regarding such Change
        of Control.

               On or before the Change of Control Payment Date, the Company
shall (i) accept for payment Notes or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the purchase price plus accrued interest, if any, of all Notes
or portions thereof so tendered and accepted and (iii) deliver to the Trustee
Notes so accepted together with an Officers' 

<PAGE>   61
                                      -61-

Certificate stating the Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes
so accepted payment in an amount equal to the purchase price plus accrued
interest, if any, and the Company shall execute and issue, and the Trustee shall
promptly authenticate and mail or deliver to such Holders new Notes equal in
principal amount to any unpurchased portion of the Notes surrendered. Any Notes
not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date. For purposes of this Section 4.15, the Trustee shall act as the Paying
Agent.

               (c) If the Credit Facility is in effect, or any amounts are owing
thereunder, in either case at the time of the occurrence of the Change of
Control, prior to the mailing of the notice referred to in clause (b) above, but
in any event within 30 days following any Change of Control, the Company shall
(i) repay in full and terminate all commitments under the Indebtedness under the
Credit Facility and all other Senior Debt the terms of which require repayment
upon a Change of Control or offer to repay in full and terminate all commitments
under all Indebtedness under the Credit Facility and all other Senior Debt and
to repay the Indebtedness owed to, and terminate the commitments of, each lender
which has accepted such offer or (ii) obtain the requisite consents under the
Credit Facility and all such other Senior Debt to permit the repurchase of the
Notes as provided in this Section 4.15. The Company shall first comply with the
covenant in the immediately preceding sentence before it shall be required to
repurchase Notes pursuant to this Section 4.15; provided that the Company's
failure to comply with the covenant described in the immediately preceding
sentence shall constitute an Event of Default described in Section 6.01(3) and
not in Section 6.01(2).

               The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue thereof.

<PAGE>   62
                                      -62-

               SECTION 4.16. Limitation on Asset Sales.

               (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or
the applicable Restricted Subsidiary, as the case may be, receives consideration
at the time of such Asset Sale at least equal to the fair market value of the
assets sold or otherwise disposed of (as determined in good faith by the
Company's Board of Directors), (ii) at least 75% of the consideration received
by the Company or the Restricted Subsidiary, as the case may be, from such Asset
Sale shall be in the form of cash or Cash Equivalents and is received at the
time of such disposition; provided, that the amount of (x) any liabilities of
the Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities of the Company that are by their terms subordinated to the Notes or
any guarantee thereof) that are assumed by the transferee of any such assets
pursuant to a novation agreement that releases the Company or such Restricted
Subsidiary from further liability and (y) any notes or other obligations
received by the Company or any such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash or
Cash Equivalents (to the extent of the cash or Cash Equivalents received) within
365 days following the closing of such Asset Sale, will be deemed to be cash for
purposes of this provision; provided, further, that the 75% limitation referred
to above shall not apply to any sale, transfer or other disposition of assets in
which the cash portion of the consideration received therefor, determined in
accordance with the foregoing proviso, is equal to or greater than what the
after-tax net proceeds would have been had such transaction complied with the
aforementioned 75% limitation; and (iii) upon the consummation of an Asset Sale,
the Company shall apply, or cause such Restricted Subsidiary to apply, the Net
Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof
either (A) to prepay any Senior Debt and, in the case of any Senior Debt under
any revolving credit facility, effect a permanent reduction in the availability
under such revolving credit facility if required by the terms of such revolving
credit facility, or prepay the Indebtedness of any Restricted Subsidiary of the
Company that was incurred in accordance with Section 4.12 and, in the case of
any such Indebtedness under any revolving credit facility, effect a permanent
reduction in the availability under such revolving credit facility if required
by the terms of such revolving credit facility, (B) to make an investment in
properties and assets that replace the properties and assets that were the
subject of such Asset Sale or in properties and assets (including Qualified
Capital Stock

<PAGE>   63
                                      -63-

of a Person which becomes a Restricted Subsidiary) that will be used in the
business of the Company and its Restricted Subsidiaries as existing on the Issue
Date or in businesses reasonably related or incidental thereto ("Replacement
Assets"), or (C) a combination of prepayment and investment permitted by the
foregoing clauses (iii)(A) and (iii)(B). On the 366th day after an Asset Sale or
such earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the
next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such
aggregate amount of Net Cash Proceeds which have not been applied on or before
such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B)
and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount")
shall be applied by the Company or such Restricted Subsidiary to make an offer
to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer
Payment Date") not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that
amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100%
of the principal amount of the Notes to be purchased, plus accrued interest to
the date of purchase; provided, however, that 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 converted into
or sold or otherwise disposed of for cash (other than interest received with
respect to any such non-cash consideration), then such conversion or disposition
shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds
thereof shall be applied in accordance with this covenant. The Company may defer
the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer
Amount equal to or in excess of $10,000,000 resulting from one or more Asset
Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not
just the amount in excess of $10,000,000, shall be applied as required pursuant
to this paragraph).

               In the event of the transfer of substantially all (but not all)
of the property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01, the
successor corporation shall be deemed to have sold the properties and assets of
the Company and its 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. In addition, the fair

<PAGE>   64
                                      -64-

market value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this covenant.

               Notwithstanding the two immediately preceding paragraphs, the
Company and its Restricted Subsidiaries will be permitted to consummate an Asset
Sale without complying with such paragraphs to the extent (i) at least 75% of
the consideration for such Asset Sale constitutes Replacement Assets and (ii)
such Asset Sale is for fair market value; provided, that any consideration not
constituting Replacement Assets received by the Company or any of its Restricted
Subsidiaries in connection with any Asset Sale permitted to be consummated under
this paragraph shall constitute Net Cash Proceeds subject to the provisions of
the two preceding paragraphs.

               (b) Each Net Proceeds Offer will be mailed to the record Holders
as shown on the register of Holders within 25 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee. A Net Proceeds Offer shall
remain open for a period of 20 business days or such longer period as may be
required by law. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer and shall state the following terms:

                (1) that the Net Proceeds Offer is being made pursuant to
        Section 4.16 and that all Notes tendered will be accepted for payment;
        provided, however, that if the aggregate principal amount of Notes
        tendered in a Net Proceeds Offer plus accrued interest at the expiration
        of such offer exceeds the aggregate amount of the Net Proceeds Offer,
        the Company shall select the Notes to be purchased on a pro rata basis
        (based on amounts tendered) (with such adjustments as may be deemed
        appropriate by the Company so that only Notes in denominations of $1,000
        or multiples thereof shall be purchased);

                (2) the purchase price (including the amount of accrued
        interest) and the purchase date (which shall be no earlier than 30 days
        nor later than 60 days from the date such notice is mailed, other than
        as may be required by law) (the "Proceeds Purchase Date");

                (3) that any Note not tendered will continue to accrue interest
        if interest is then accruing;
<PAGE>   65
                                      -65-

                (4) that, unless the Company defaults in making payment
        therefor, any Note accepted for payment pursuant to the Net Proceeds
        Offer shall cease to accrue interest after the Proceeds Purchase Date;

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

                (6) that Holders will be entitled to withdraw their election if
        the Paying Agent receives, not later than three Business Days preceding
        the Proceeds Purchase Date, a telegram, telex, facsimile transmission or
        letter setting forth the name of the Holder, the principal amount of the
        Notes the Holder delivered for purchase and a statement that such Holder
        is withdrawing his election to have such Note purchased; and

                (7) that Holders whose Notes were purchased only in part will be
        issued new Notes equal in principal amount to the unpurchased portion of
        the Notes surrendered.

               On or before the Proceeds Purchase Date, the Company shall (i)
accept for payment Notes or portions thereof tendered pursuant to the Net
Proceeds Offer which are to be purchased in accordance with item (b)(1) above,
(ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the
purchase price of all Notes to be purchased and (iii) deliver to the Trustee
Notes so accepted together with an Officers' Certificate stating the Notes or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to the Holders of Notes so accepted payment in an amount equal to the
purchase price plus accrued interest, if any, and the Company shall execute and
issue, and the Trustee shall promptly authenticate and mail or deliver to such
Holders new Notes equal in principal amount to any unpurchased portion of the
Notes surrendered. The Company shall publicly announce the results of the Net
Proceeds Offer on or as soon as practicable after the Proceeds Purchase Date.
For purposes of this Section 4.16, the Trustee shall act as the Paying Agent.

               If the aggregate purchase price of Notes tendered pursuant to the
Net Proceeds Offer is less than the Net Cash Proceeds allotted to the purchase
of the Notes, the Company may 

<PAGE>   66
                                      -66-

apply the remaining Net Cash Proceeds for general corporate purposes.

               The agreements governing certain outstanding Senior Debt of the
Company may require that the Company and its Subsidiaries apply all proceeds
from asset sales to repay in full outstanding obligations under such Senior Debt
prior to the application of such proceeds to repurchase outstanding Notes.

               The Company will comply with all applicable securities laws in
connection with any Net Proceeds Offer, including Rule l4e-1 under the Exchange
Act. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Section 4.16, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.16 by virtue thereof.

               SECTION 4.17. Limitation on Preferred Stock of Restricted
                             Subsidiaries.

               The Company shall not permit any of its Restricted Subsidiaries
to issue any Preferred Stock (other than to the Company or to a Wholly Owned
Restricted Subsidiary of the Company) or permit any Person (other than the
Company or a Wholly Owned Restricted Subsidiary of the Company) to own any
Preferred Stock of any Restricted Subsidiary of the Company.

               SECTION 4.18. Limitation on Liens.

               The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom, to
secure any Indebtedness, unless (i) in the case of Liens securing Indebtedness
that is expressly subordinate or junior in right of payment to the Notes, the
Notes are secured by a Lien on such property, assets or proceeds that is senior
in priority to such Liens and (ii) in all other cases, the Notes are equally and
ratably secured, except for (A) Liens existing as of the Issue Date to the

<PAGE>   67
                                      -67-

extent and in the manner such Liens are in effect on the Issue Date; (B) Liens
securing Senior Debt; (C) Liens securing the Notes; (D) Liens of the Company or
a Wholly Owned Restricted Subsidiary of the Company on assets of any Restricted
Subsidiary of the Company; (E) Liens securing Refinancing Indebtedness which is
incurred to Refinance any Indebtedness which has been secured by a Lien
permitted under this Indenture and which has been incurred in accordance with
the provisions of this Indenture; provided, however, that such Liens (x) are no
less favorable to the Holders and are not more favorable to the lienholders with
respect to such Liens than the Liens in respect of the Indebtedness being
Refinanced and (y) do not extend to or cover any property or assets of the
Company or any of its Restricted Subsidiaries not securing the Indebtedness so
Refinanced; and (F) Permitted Liens.

               SECTION 4.19. Conduct of Business.

               The Company and its Restricted Subsidiaries shall not engage in
any businesses which are not the same as or similar, reasonably related or
incidental to the businesses in which the Company and its Restricted
Subsidiaries are engaged on the Issue Date.

               SECTION 4.20. Limitation of Guarantees by Subsidiaries.

               The Company will not permit any Restricted Subsidiary, directly
or indirectly, by way of the pledge of any intercompany note or otherwise, to
assume, guarantee or in any other manner become liable with respect to any
Indebtedness of the Company or any other Subsidiary (other than (A) Indebtedness
and other obligations under the Credit Facility, (B) Permitted Indebtedness of a
Restricted Subsidiary, (C) Indebtedness under Currency Agreements in reliance on
clause (v) of the definition of Permitted Indebtedness or (D) Interest Swap
Obligations incurred in reliance on clause (iv) of the definition of Permitted
Indebtedness), unless, in any such case, such Restricted Subsidiary executes and
delivers a supplemental indenture to this Indenture providing a guarantee of
payment of the Notes by such Restricted Subsidiary (the "Guarantee").

               Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary of the Notes shall provide by its terms 

<PAGE>   68
                                      -68-

that it shall be automatically and unconditionally released and discharged,
without any further action required on the part of the Trustee or any Holder,
upon: (i) the unconditional release of such Restricted Subsidiary from its
liability in respect of the Indebtedness in connection with which such Guarantee
was executed and delivered pursuant to the preceding paragraph; or (ii) any sale
or other disposition (by merger or otherwise) to any Person which is not a
Restricted Subsidiary of the Company of all of the Company's Capital Stock in,
or all or substantially all of the assets of, such Restricted Subsidiary;
provided, that (a) such sale or disposition of such Capital Stock or assets is
otherwise in compliance with the terms of this Indenture and (b) such
assumption, guarantee or other liability of such Restricted Subsidiary has been
released by the holders of the other Indebtedness so guaranteed.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

               SECTION 5.01. When Company May Merge, Etc.

               (a) The Company shall not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless: (i) either (1) the Company shall be the surviving or continuing
corporation or (2) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person which acquires
by sale, assignment, transfer, lease, conveyance or other disposition the
properties and assets of the Company and of the Company's Restricted
Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be
a corporation organized and validly existing under the laws of the United States
or any State thereof or the District of Columbia and (y) shall expressly assume,
by supplemental indenture (in form and substance satisfactory to the Trustee),
executed and delivered to the Trustee, the due and punctual payment of the
principal of, and premium, if any, and interest on all of the Notes and the

<PAGE>   69
                                      -69-

performance of every covenant of the Notes, this Indenture and the Registration
Rights Agreement on the part of the Company to be performed or observed; (ii)
immediately after giving effect to such transaction and the assumption
contemplated by clause (i)(2)(y) above (including giving effect to any
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction), the Company or such
Surviving Entity, as the case may be, (1) shall have a Consolidated Net Worth
equal to or greater than the Consolidated Net Worth of the Company immediately
prior to such transaction and (2) shall be able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.12; (iii) immediately before and immediately after giving effect to such
transaction and the assumption contemplated by clause (i)(2)(y) above
(including, without limitation, giving effect to any Indebtedness and Acquired
Indebtedness incurred or anticipated to be incurred and any Lien granted in
connection with or in respect of the transaction), no Default or Event of
Default shall have occurred or be continuing; and (iv) the Company or the
Surviving Entity shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with the applicable provisions of this Indenture
and that all conditions precedent in this Indenture relating to such transaction
have been satisfied.

               (b) For purposes of clause (a) above, 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 of the Company, the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

               SECTION 5.02. Successor Corporation Substituted.

               Upon any consolidation, combination or merger or any transfer of
all or substantially all of the assets of the Company in accordance with this
Article Five, in which the Company is not the continuing corporation, the
Surviving Entity formed by such consolidation or into which the Company is
merged or to which such conveyance, lease or transfer is made shall succeed to,
and be substituted for, and may exercise 

<PAGE>   70
                                      -70-

every right and power of, the Company under this Indenture and the Notes with
the same effect as if such surviving entity had been named as such, and
thereafter the predecessor corporation shall be relieved of all Obligations and
covenants under this Indenture and the Notes; provided that solely for the
purpose of calculating amounts described in clause (iii) of the first paragraph
of Section 4.10, any such Surviving Entity shall only be deemed to have
succeeded to and be substituted for the Company with respect to the period
subsequent to the effective time of this transaction (and the Company shall be
deemed to be the "Company" for such purposes for all prior periods).

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

               SECTION 6.01. Events of Default.

               An "Event of Default" is:

               (1) the failure to pay interest on any Notes when the same
        becomes due and payable and the default continues for a period of 30
        days (whether or not such payment shall be prohibited by Article Ten of
        this Indenture);

               (2) the failure to pay the principal on any Notes, when such
        principal becomes due and payable, at maturity, upon redemption or
        otherwise (including the failure to make a payment to purchase Notes
        tendered pursuant to a Change of Control Offer or a Net Proceeds Offer)
        (whether or not such payment shall be prohibited by Article Ten of this
        Indenture);

               (3) a default in the observance or performance of any other
        covenant or agreement contained in this Indenture which default
        continues for a period of 30 days after the Company receives written
        notice specifying the default (and demanding that such default be
        remedied) from the Trustee or the Holders of at least 25% of the
        outstanding principal amount of the Notes (except in the case of a
        default with respect to Section 5.01, which will constitute an Event of
        Default with such notice requirement but without such passage of time
        requirement);

               (4) the failure to pay at final maturity (giving effect to any
        applicable grace periods and any extensions 

<PAGE>   71
                                      -71-

        thereof) the principal amount of any Indebtedness of the Company or any
        Restricted Subsidiary of the Company and such failure continues for a
        period of 20 days or more, or the acceleration of the final stated
        maturity of any such Indebtedness (which acceleration is not rescinded,
        annulled or otherwise cured within 20 days of receipt by the Company or
        such Restricted Subsidiary of notice of any such acceleration) if the
        aggregate principal amount of such Indebtedness, together with the
        principal amount of any other such Indebtedness in default for failure
        to pay principal at final maturity or which has been accelerated, in
        each case with respect to which the 20-day period described above has
        passed, aggregates $15,000,000 or more at any time;

               (5) one or more judgments in an aggregate amount in excess of
        $15,000,000 shall have been rendered against the Company or any of its
        Significant Subsidiaries and such judgments remain undischarged, unpaid
        or unstayed for a period of 60 days after such judgment or judgments
        become final and non-appealable;

               (6) the Company or any of its Significant Subsidiaries (A)
        commences a voluntary case or proceeding under any Bankruptcy Law with
        respect to itself, (B) consents to the entry of a judgment, decree or
        order for relief against it in an involuntary case or proceeding under
        any Bankruptcy Law, (C) consents to the appointment of a Custodian of it
        or for substantially all of its property, (D) consents to or acquiesces
        in the institution of a bankruptcy or an insolvency proceeding against
        it, (E) makes a general assignment for the benefit of its creditors, or
        (F) takes any corporate action to authorize or effect any of the
        foregoing;

               (7) a court of competent jurisdiction enters a judgment, decree
        or order for relief in respect of the Company or any of its Significant
        Subsidiaries in an involuntary case or proceeding under any Bankruptcy
        Law, which shall (A) approve as properly filed a petition seeking
        reorganization, arrangement, adjustment or composition in respect of the
        Company or any of its Significant Subsidiaries, (B) appoint a Custodian
        of the Company or any of its Significant Subsidiaries or for
        substantially all of its property or (C) order the winding-up or
        liquidation of its affairs; and such judgment, decree or order shall
        remain unstayed and in effect for a period of 60 consecutive days; or

<PAGE>   72
                                      -72-

               SECTION 6.02. Acceleration.

               (a) If an Event of Default (other than an Event of Default
specified in Section 6.01(6) or (7) with respect to the Company) occurs and is
continuing and has not been waived pursuant to Section 6.04, either the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, by notice in writing to the Company and the Trustee specifying the
respective Event of Default and that it is a "notice of acceleration" (the
"Acceleration Notice"), may declare the entire principal amount of and accrued
interest on the Notes to be immediately due and payable, and the same (i) shall
become immediately due and payable or (ii) if there are any amounts outstanding
under the Credit Facility, shall become due and payable upon the first to occur
of an acceleration under the Credit Facility, or 5 Business Days after receipt
by the Company and the Representative under the Credit Facility of such
Acceleration Notice (but only if such Event of Default is then continuing). If
an Event of Default specified in Section 6.01(6) or (7) occurs with respect to
the Company, the principal amount of and accrued interest on the Notes shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any holder.

               (b) At any time after a declaration of acceleration with respect
to the Notes as described in the preceding paragraph, the Holders of a majority
in principal amount of the Notes may rescind and cancel such declaration and its
consequences (i) if the rescission would not conflict with any judgment or
decree, (ii) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration, (iii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid,
(iv) if the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and (v) in
the event of the cure or waiver of an Event of Default of the type described in
clause (6) or (7) of Section 6.01, the Trustee shall have received an Officers'
Certificate and an Opinion of Counsel (which opinion shall be subject to
customary qualifications and assumptions reasonably acceptable to the Trustee)
that such Event of Default has been cured or waived. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

<PAGE>   73
                                      -73-

               SECTION 6.03. Other Remedies.

               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 of 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. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by
law.

               SECTION 6.04. Waiver of Past Defaults.

               Subject to Sections 2.09, 6.07 and 9.02, the Holders of a
majority in principal amount of the outstanding Notes by notice to the Trustee
may waive any existing Default or Event of Default and its consequences, except
a Default in the payment of principal of or interest on any Note as specified in
clauses (1) and (2) of Section 6.01. When a Default or Event of Default is
waived, it is cured and ceases.

               SECTION 6.05. Control by Majority.

               Subject to Section 2.09, the Holders of a majority in principal
amount of the outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it, including, without limitation, any remedies
provided for in Section 6.03. Subject to Section 7.01, however, the Trustee may
refuse to follow any direction that the Trustee reasonably believes conflicts
with any law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of another Holder, or that may involve the Trustee in
personal liability; provided that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.

               SECTION 6.06. Limitation on Suits.

               A Holder may not pursue any remedy with respect to this Indenture
or the Notes unless:

<PAGE>   74
                                      -74-

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

               (2) Holders of at least 25% in principal amount of the then
        outstanding Notes make a written request to the Trustee to pursue the
        remedy;

               (3) such Holder or Holders offer to the Trustee indemnity
        reasonably satisfactory to the Trustee against any loss, liability or
        expense to be incurred in compliance with such request;

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

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

               The foregoing limitations shall not apply to a suit instituted by
a Holder for the enforcement of the payment of principal and premium, if any, or
interest on such Note on or after the respective due dates set forth in such
Note (including upon acceleration thereof); provided that upon institution of
any proceeding or exercise of any remedy, such Holders provide the Trustee with
prompt written notice thereof.

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

               SECTION 6.07. Rights of Holders To Receive Payment.

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

               SECTION 6.08. Collection Suit by Trustee.

               If an Event of Default in payment of principal or interest
specified in clause (1) or (2) of Section 6.01 occurs 

<PAGE>   75
                                      -75-

and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company or any other obligor on the
Notes for the whole amount of principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate per annum borne by the Notes, and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

               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 (including any claim for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relating to the Company or any other
obligor upon the Notes, any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, taxes, disbursements and advances of the Trustee, its
agent and counsel, and any other amounts due the Trustee under Section 7.07. The
Company's payment obligations under this Section 6.09 shall be secured in
accordance with the provisions of Section 7.07 hereunder. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

               SECTION 6.10. Priorities.

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

<PAGE>   76
                                      -76-

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

               Second: subject to Article Ten, to Holders for amounts due and
        unpaid on the Notes for principal and interest, ratably, without
        preference or priority of any kind, according to the amounts due and
        payable on the Notes for principal and interest, respectively;

               Third: subject to Article Ten, to the Company or any other
        obligor on the Notes, as their interests may appear, or as a court of
        competent jurisdiction may direct.

               The Trustee, upon prior notice to the Company, may fix a record
date and payment date for any payment 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 of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the outstanding Notes.

               SECTION 6.12. Restoration of Rights and Remedies.

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

<PAGE>   77
                                      -77-

                                  ARTICLE SEVEN

                                     TRUSTEE

               SECTION 7.01. Duties of Trustee.

               (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise thereof 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 as are
        specifically set forth in this Indenture and the TIA and no others and
        no covenants or obligations shall be implied in this Indenture against
        the Trustee.

                (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 any such certificate or opinion which
        by any provision hereof is specifically required to be furnished to the
        Trustee, the Trustee shall examine the certificates and opinions to
        determine whether or not they conform to the requirements of this
        Indenture.

               (c) Notwithstanding anything to the contrary herein contained,
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

<PAGE>   78
                                      -78-

        accordance with a direction received by it pursuant to Section 6.02,
        6.04 or 6.05.

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

               (e) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section
7.01 and Section 7.02.

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

               SECTION 7.02. Rights of Trustee.

               Subject to Section 7.01:

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

               (b) Before the Trustee acts or refrains from acting, it may
        consult with counsel and may require an Officers' Certificate or an
        Opinion of Counsel, or both, which shall conform to Sections 11.04 and
        11.05. The Trustee shall not be liable for any action it takes or omits
        to take in good faith in reliance on such Officers' Certificate or
        Opinion of Counsel.

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

               (d) The Trustee shall not be liable for any action that it takes
        or omits to take in good faith which it reasonably believes to be
        authorized or within its rights

<PAGE>   79
                                      -79-

        or powers.

               (e) The Trustee shall not be bound to make any investigation into
        the facts or matters stated in any resolution, certificate, statement,
        instrument, opinion, notice, request, direction, consent, order, bond,
        debenture, or other paper or document, but the Trustee, in its
        discretion, may make such further inquiry or investigation into such
        facts or matters as it may see fit.

               (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,
        order or direction of any of the Holders pursuant to the provisions of
        this Indenture, unless such Holders shall have offered to the Trustee
        security or indemnity reasonably satisfactory to the Trustee against the
        costs, expenses and liabilities which may be incurred by it in
        compliance with such request, order or direction.

               (g) The Trustee may consult with counsel and the advice or
        opinion of such counsel as to matters of law shall be full and complete
        authorization and protection from liability in respect of any action
        taken, omitted or suffered by it hereunder in good faith and in
        accordance with the advice or opinion of such counsel.

               (h) The Trustee shall not be charged with knowledge of any
        Defaults or Events of Default unless either (1) a Trust Officer of the
        Trustee shall have actual knowledge of such Default or Event of Default
        or (2) written notice of such Default or Event of Default shall have
        been given to the Trustee by any Holder or by the Company or any other
        obligor on the Notes or any holder of Senior Debt or any Representative
        thereof.

               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, any
Subsidiary of the Company, or their respective Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

               SECTION 7.04. Trustee's Disclaimer.

<PAGE>   80
                                      -80-

               The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Notes, and 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 of the Company in this Indenture or the Notes other than the
Trustee's certificate of authentication.

               SECTION 7.05. Notice of Default.

               If a Default or an Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to each Holder notice of
the uncured Default or Event of Default within 90 days after such Default or
Event of Default becomes known to the Trustee. Except in the case of a Default
or an Event of Default in payment of principal of, or interest on, any Note, the
Trustee may withhold the notice if and so long as its Board of Directors, the
executive committee of its Board of Directors or a committee of its directors
and/or Trust Officers in good faith determines that withholding the notice is in
the interest of the Holders.

               SECTION 7.06. Reports by Trustee to Holders.

               Within 60 days after each May 15 following initial issuance, the
Trustee shall, to the extent that any of the events described in TIA Section
313(a) occurred within the previous twelve months, but not otherwise, mail to
each Holder a brief report dated as of such date that complies with TIA Section
313(a). The Trustee also shall comply with TIA Sections 313(b) and (c).

               A copy of each report at the time of its mailing to Holders shall
be mailed to the Company and filed with the SEC and each stock exchange, if any,
on which the Notes are listed.

               The Company shall promptly notify the Trustee in writing if the
Notes become listed on any stock exchange and the Trustee shall comply with TIA
Section 313(d).

               SECTION 7.07. Compensation and Indemnity.

               The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it in connection with the performance of its duties under
this Indenture. Such expenses shall include

<PAGE>   81
                                      -81-

the reasonable fees and expenses of the Trustee's agents and counsel.

               The Company shall indemnify the Trustee and its agents,
employees, officers, directors and shareholders for, and hold it harmless
against, any loss, liability or expense incurred by it except for such actions
to the extent caused by any negligence, bad faith or willful misconduct on its
part, arising out of or in connection with the administration of this trust
including the reasonable costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
rights, powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. At the Trustee's sole discretion, the
Company shall defend the claim and the Trustee shall provide reasonable
cooperation and may participate at the Company's expense in the defense.
Alternatively, the Trustee may at its option have separate counsel of its own
choosing and the Company shall pay the reasonable fees and expenses of such
counsel; provided that the Company will not be required to pay such fees and
expenses if it assumes the Trustee's defense, there is no conflict of interest
between the Company and the Trustee in connection with such defense as
reasonably determined by the Trustee and no Default or Event of Default has
occurred and is continuing. The Company need not pay for any settlement made
without its written consent, which consent shall not be unreasonably withheld.
The Company need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Trustee which is attributable to its
negligence, bad faith or willful misconduct.

               To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Notes.

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

               The obligations of the Company under this Section 7.07 and any
lien arising hereunder shall survive the 

<PAGE>   82
                                      -82-

resignation or removal of the Trustee, the discharge of the Company's
Obligations pursuant to Article Eight or the termination of this Indenture.

               SECTION 7.08. Replacement of Trustee.

               The Trustee may resign by so notifying the Company in writing,
such resignation to be effective upon the appointment of a successor Trustee.
The Holders of a majority in principal amount of the outstanding Notes may
remove the Trustee by so notifying the Company and the Trustee in writing and
may appoint a successor Trustee with the Company's consent which consent shall
not be unreasonably withheld. The Company may remove the Trustee if:

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

               (2) the Trustee is adjudged bankrupt or insolvent;

               (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 notify each Holder of
such event and 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.

               A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, 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. A successor Trustee shall mail notice of its succession to each
Holder.

               If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of at least 10% in principal amount of the outstanding Notes may
petition any court of competent jurisdiction for the appointment of a 


<PAGE>   83
                                      -83-

successor Trustee.

               If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

               Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

               SECTION 7.09. Successor Trustee by Merger, Etc.

               If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business (including
the trust created under this Indenture) to, another corporation or national
banking association, the resulting, surviving or transferee corporation without
any further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; provided that such
corporation shall be otherwise qualified and eligible under this Article Seven.

               SECTION 7.10. Eligibility; Disqualification.

               This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in the case
of a corporation included in a bank holding company system, the related bank
holding company) shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition. In addition, if the Trustee is a corporation included in a bank
holding company system, the Trustee, independently of such bank holding company,
shall meet the capital requirements of TIA Section 310(a)(2). The Trustee shall
comply with TIA Section 310(b); provided, however, 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, if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

               SECTION 7.11. Preferential Collection of Claims Against Company.

<PAGE>   84
                                      -84-

               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
therein.

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

               SECTION 8.01. Termination of the Company's Obligations.

               The Company may terminate its obligations under the Notes and
this Indenture, except those obligations referred to in the penultimate
paragraph of this Section 8.01, if all Notes previously authenticated and
delivered (other than destroyed, lost or stolen Notes which have been replaced
or paid or Notes for whose payment U.S. Legal Tender has theretofore been
deposited with the Trustee or the Paying Agent in trust or segregated and held
in trust by the Company and thereafter repaid to the Company, as provided in
Section 8.05) have been delivered to the Trustee for cancellation and the
Company has paid all sums payable by it hereunder, or if:

               (a) either (i) pursuant to Article Three, the Company shall have
        given notice to the Trustee and mailed a notice of redemption to each
        Holder of the redemption of all of the Notes under arrangements
        satisfactory to the Trustee for the giving of such notice or (ii) all
        Notes have otherwise become due and payable hereunder;

               (b) the Company shall have irrevocably deposited or caused to be
        deposited with the Trustee or a trustee satisfactory to the Trustee,
        under the terms of an irrevocable trust agreement in form and substance
        satisfactory to the Trustee, as trust funds in trust solely for the
        benefit of the Holders for that purpose, U.S. Legal Tender in such
        amount as is sufficient without consideration of reinvestment of such
        interest, to pay principal of, premium, if any, and interest on the
        outstanding Notes to maturity or redemption; provided that the Trustee
        shall have been irrevocably instructed to apply such U.S. Legal Tender
        to the payment of said principal, premium, if any, and interest with
        respect to the Notes and, provided, further, that from and after the

<PAGE>   85
                                      -85-

        time of deposit, the money deposited shall not be subject to the rights
        of holders of Senior Debt pursuant to the provisions of Article Ten;

               (c) no Default or Event of Default with respect to this Indenture
        or the Notes shall have occurred and be continuing on the date of such
        deposit or shall occur as a result of such deposit and such deposit will
        not result in a breach or violation of, or constitute a default under,
        any other instrument to which the Company is a party or by which it is
        bound;

               (d) the Company shall have paid all other sums payable by it
        hereunder; and

               (e) the Company shall have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent providing for the termination of the Company's Obligations
        under the Notes and this Indenture have been complied with. Such Opinion
        of Counsel shall also state that such satisfaction and discharge does
        not result in a default under the Credit Facility (if then in effect) or
        any other agreement or instrument then known to such counsel that binds
        or affects the Company.

               Notwithstanding the foregoing paragraph, the Company's
Obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06
shall survive until the Notes are no longer outstanding pursuant to the last
paragraph of Section 2.08. After the Notes are no longer outstanding, the
Company's Obligations in Sections 7.07, 8.05 and 8.06 shall survive.

               After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Company's Obligations
under the Notes and this Indenture except for those surviving Obligations
specified above.

               SECTION 8.02. Legal Defeasance and Covenant Defeasance.

               (a) The Company may, at its option by Board Resolution of the
Board of Directors of the Company, at any time, elect to have either paragraph
(b) or (c) below be applied to all outstanding Notes upon compliance with the
conditions set forth in Section 8.03.

<PAGE>   86
                                      -86-

               (b) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from its Obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.04 hereof and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all its other
Obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), and Holders of the Notes and any amounts deposited
under Section 8.03 hereof shall cease to be subject to any Obligations to, or
the rights of, any holder of Senior Debt under Article Ten, or otherwise, except
for the following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (ii) the Company's
Obligations with respect to such Notes under Article Two and Section 4.02
hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's Obligations in connection therewith and (iv) this
Article Eight. Subject to compliance with this Article Eight, the Company may
exercise its option under this paragraph (b) notwithstanding the prior exercise
of its option under paragraph (c) hereof.

               (c) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03 hereof, be released
from its Obligations under the covenants contained in Sections 4.10 through 4.20
and Article Five hereof with respect to the outstanding Notes on and after the
date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for 

<PAGE>   87
                                      -87-

accounting purposes) and Holders of the Notes and any amounts deposited under
Section 8.03 hereof shall cease to be subject to any Obligations to, or the
rights of, any holder of Senior Debt under Article Ten or otherwise. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event or Default under Section 6.01(3)
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under paragraph (a) hereof of the option applicable to this paragraph (c),
subject to the satisfaction of the conditions set forth in Section 8.03 hereof,
those events described in Section 6.01 (except those events described in Section
6.01(1), (2), (6) and (7)) shall not constitute Events of Default.

               SECTION 8.03. Conditions to Legal Defeasance or Covenant
                             Defeasance.

               The following shall be the conditions to the application of
either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

               In order to exercise either Legal Defeasance or Covenant
Defeasance:

               (a) the Company must irrevocably deposit with the Trustee, in
        trust, for the benefit of the Holders, U.S. Legal Tender or U.S.
        Government Obligations, or a combination thereof, in such amounts as
        will be sufficient, in the opinion of a nationally recognized firm of
        independent public accountants, to pay the principal of, premium, if
        any, and interest on the Notes on the stated date for payment thereof or
        on the applicable redemption date, as the case may be, of such principal
        or installment of principal of or interest on the Notes; provided that
        the Trustee shall have received an irrevocable written order from the
        Company instructing the Trustee to apply such U.S. Legal Tender or the
        proceeds of such U.S. Government Obligations to said payments with
        respect to the Notes;

<PAGE>   88
                                      -88-

               (b) in the case of an election under Section 8.02(b) hereof, 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 (B) since the date of this
        Indenture, there has been a change in the applicable United States
        federal income tax law, in either case to the effect that, and based
        thereon such Opinion of Counsel shall confirm that, the Holders of the
        Notes will not recognize income, gain or loss for United States federal
        income tax purposes as a result of such Legal Defeasance and will be
        subject to United States 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;

               (c) in the case of an election under Section 8.02(c) hereof, 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 of the Notes will not recognize income, gain or loss for United
        States federal income tax purposes as a result of such Covenant
        Defeasance and will be subject to United States federal income tax on
        the same amounts, in the same manner and at the same times as would have
        been the case if such Covenant Defeasance had not occurred;

               (d) immediately after giving effect to such deposit on a pro
        forma basis, no Default or Event of Default with respect to the Notes
        shall have occurred and be continuing on the date of such deposit (other
        than a Default or Event of Default resulting from the incurrence of
        Indebtedness all or a portion of the proceeds of which will be used to
        defease the Notes pursuant to this Article Eight concurrently with such
        incurrence) or insofar as Sections 6.01(6) and 6.01(7) hereof are
        concerned, at any time in the period ending on the 91st day after the
        date of such deposit;

               (e) such Legal Defeasance or Covenant Defeasance shall not result
        in a breach or violation of or constitute a default under this Indenture
        (other than a Default or Event of Default resulting from the incurrence
        of Indebtedness, all or a portion of the proceeds of which will be used
        to defease the Notes) or any other material agreement or instrument to
        which the Company or any of 
<PAGE>   89
        its Subsidiaries is bound;

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

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

                (h) the Company shall have delivered to the Trustee an Opinion
        of Counsel to the effect that (A) the trust funds will not be subject to
        any rights of any holders of Senior Debt, including, without limitation,
        those arising under this Indenture and (B) after the 91st day following
        the deposit, the trust funds will not be subject to the effect of any
        applicable Bankruptcy Law;

                (i) The Company shall have paid or duly provided for payment of
        all amounts then due to the Trustee pursuant to Section 7.07 hereof; and

                (j) No such deposit will result in a Default under this
        Indenture (other than a Default or Event of Default resulting from the
        incurrence of Indebtedness, all or a portion of the proceeds of which
        will be used to defease the Notes) or a breach or violation of, or
        constitute a default under, any other instrument or agreement
        (including, without limitation, the Credit Facility) to which the
        Company or any of its subsidiaries is a party or by which it or its
        property is bound.

                Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) or (c) above need not be delivered if all Notes not theretofore
delivered to the Trustee for cancellation (x) have become due and payable, (y)
will become due and payable on the maturity date within one year or (z) are to
be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.


                SECTION 8.04. Application of Trust Money.

<PAGE>   90
                                      -90-


                The Trustee or Paying Agent shall hold in trust U.S. Legal
Tender or U.S. Government Obligations deposited with it pursuant to Article
Eight, and shall apply the deposited U.S. Legal Tender and the money from U.S.
Government Obligations in accordance with this Indenture to the payment of
principal of and interest on the Notes. The Trustee shall be under no obligation
to invest said U.S. Legal Tender or U.S. Government Obligations except as it may
agree with the Company.

                The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.03 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.

                Anything in this Article Eight to the contrary not withstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
Company's request any U.S. Legal Tender or U. S. Government Obligations held by
it as provided in Section 8.03 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.


                SECTION 8.05. Repayment to the Company

                Subject to Article Eight, the Trustee and the Paying Agent shall
promptly pay to the Company upon request any excess U.S. Legal Tender or U.S.
Government Obligations held by them at any time and thereupon shall be relieved
from all liability with respect to such money. The Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years; provided that the
Trustee or such Paying Agent, before being required to make any payment, may at
the expense of the Company cause to be published once in a newspaper of general
circulation in the City of New York or mail to each Holder entitled to such
money notice that such money remains unclaimed and that after a date specified
therein which shall be at least 30 days from the date of such publication or
mailing any unclaimed balance of such money then remaining will be repaid to the
Company. After payment to the Company, Noteholders entitled to such money must
look to the Company for payment as general creditors unless an applicable law

<PAGE>   91
                                      -91-


designates another Person.


                SECTION 8.06. Satisfaction and Discharge.

                This Indenture will be discharged and will cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of the Notes, as expressly provided for in this Indenture) as to all
outstanding Notes when (i) either (a) all the Notes theretofore authenticated
and delivered (except lost, stolen or destroyed Notes which have been replaced
or paid and Notes for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust) have been delivered to the Trustee
for cancellation or (b) all Notes not theretofore delivered to the Trustee for
cancellation have become due and payable and the Company has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount
sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on the Notes to the date of deposit together with
irrevocable instructions from the Company directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case may be; (ii)
the Company has paid all other sums payable under this Indenture by the Company;
and (iii) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel stating that all conditions precedent under this Indenture
relating to the satisfaction and discharge of this Indenture have been complied
with.


                SECTION 8.07. Reinstatement.

                If the Trustee or Paying Agent is unable to apply any U.S. Legal
Tender or U.S. Government Obligations in accordance with this Article Eight 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 Obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Article Eight until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with Article Eight; provided that if the Company has made any payment of
interest on or principal of any Notes because of the reinstatement of its
Obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to 

<PAGE>   92
                                      -92-


receive such payment from the U.S. Legal Tender or U.S. Government Obligations
held by the Trustee or Paying Agent.


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


                SECTION 9.01. Without Consent of Holders.

                The Company, when authorized by a Board Resolution, and the
Trustee, together, may amend or supplement this Indenture or the Notes without
notice to or consent of any Holder:

                (1) to cure any ambiguity, defect or inconsistency; provided
        that such amendment or supplement does not, in the opinion of the
        Trustee, adversely affect the rights of any Holder in any material
        respect;

                (2) to evidence the assumption of the Obligations hereunder by
        any successor corporation in connection with any transaction complying
        with Article Five;

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

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

                (5) to make any change that would provide any additional benefit
        or rights to the Holders or that does not adversely affect the rights of
        any Holder;

provided that the Company has delivered to the Trustee an Opinion of Counsel and
an Officers' Certificate stating that such amendment or supplement complies with
the provisions of this Section 9.01.

                SECTION 9.02. With Consent of Holders.

                Subject to Section 6.07, the Company, when authorized by a Board
Resolution, and the Trustee, together, with the written consent of the Holder or
Holders of at least a majority in aggregate principal amount of the outstanding
Notes, may amend or supplement this Indenture or the Notes without notice 

<PAGE>   93
                                      -93-


to any other Holders. Subject to Section 6.07, the Holder or Holders of a
majority in aggregate principal amount of the outstanding Notes may waive
compliance by the Company with any provision of this Indenture or the Notes
without notice to any other Holder. No amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, shall, without the consent of each
Holder of each Note affected thereby:

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

                (2) reduce the rate of or change or have the effect of changing
        the time for payment of interest, including defaulted interest, on any
        Notes;

                (3) reduce the principal amount of or change or have the effect
        of changing the fixed maturity of the Notes, or change the date on which
        any Notes may be subject to redemption or repurchase, or reduce the
        redemption or repurchase price therefor;

                (4) make any changes in provisions concerning waivers of
        Defaults or Events of Default by Holders of the Notes or the rights of
        Holders to recover the principal of, interest on, premium, if any, or
        redemption payment with respect to, any Note;

                (5) make the principal of, or the interest on any Note payable
        with anything or in any manner other than as provided for in this
        Indenture and the Notes as in effect on the date hereof;

                (6) make any change in provisions of this Indenture protecting
        the right of each Holder to receive payment of principal of and interest
        on such Note on or after the due date thereof or to bring suit to
        enforce such payment, or permitting Holders of a majority in principal
        amount of Notes to waive Defaults or Events of Default;

                (7) after the Company's obligation to purchase Notes hereunder,
        amend, change or modify in any material respect the obligation of the
        Company to make and consummate a Change of Control Offer after the
        occurrence of an event which constitutes a Change of Control or make and
        consummate a Net Proceeds Offer with respect to any Asset Sale that has
        been consummated or modify any of the provisions or definitions with
        respect thereto; or

<PAGE>   94
                                      -94-


                (8) modify or change any provision of this Indenture or the
        related definitions affecting the subordination or ranking of the Notes
        in a manner which adversely affects the Holders.

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

                After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.


                SECTION 9.03. Effect on Senior Debt.

                No amendment, supplement or waiver of this Indenture shall
adversely affect the rights of any holder of Senior Debt, if any (including
their rights under Article Ten of this Indenture), without the consent of such
holder.


                SECTION 9.04. Compliance with TIA.

                Every amendment, waiver or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect.


                SECTION 9.05. Revocation and Effect of Consents.

                Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder 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. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
written notice to the Trustee or the Company received before the date on which
the Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver.

<PAGE>   95
                                      -95-


                The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver, which record date shall be at least 30 days
prior to the first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date.

                After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (8) of Section 9.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Note, on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

                SECTION 9.06. Notation on or Exchange of Notes.

                If an amendment, supplement or waiver changes the terms of a
Note, the Trustee may, at the written direction of the Company, require the
Holder of the Note to deliver it to the Trustee. The Trustee at the written
direction of the Company 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. Any such
notation or exchange shall be made at the sole cost and expense of the Company.
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 9.07. Trustee To Sign Amendments, Etc.

                The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; provided 

<PAGE>   96
                                      -96-


that the Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's own rights, duties or
immunities under this Indenture. The Trustee shall be entitled to receive, if
requested, an indemnity reasonably satisfactory to it and to receive, and shall
be fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate each stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article Nine is authorized or permitted by
this Indenture. Such Opinion of Counsel shall not be an expense of the Trustee.


                                   ARTICLE TEN

                                  SUBORDINATION


                SECTION 10.01. Notes Subordinated to Senior Debt of the Company.

                The Company covenants and agrees and the Trustee and each Holder
of the Notes, by its acceptance thereof, likewise covenants and agrees, that all
Notes shall be issued subject to the provisions of this Article Ten; and the
Trustee and each Person holding any Note, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that the payment of
all Obligations on the Notes by the Company shall, to the extent and in the
manner herein set forth, be subordinated in right of payment to the prior
payment in full in cash of all Obligations on Senior Debt; that the
subordination is for the benefit of, and shall be enforceable directly by, the
holders of Senior Debt, and that each holder of Senior Debt whether now
outstanding or hereinafter created, incurred, assumed or guaranteed shall be
deemed to have acquired Senior Debt in reliance upon the covenants and
provisions contained in this Indenture and the Notes.

                SECTION 10.02. No Payment on Notes in Certain Circumstances.

                (a) If any default occurs and is continuing in the payment when
due, whether at maturity, upon any redemption, by declaration or otherwise, of
any principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or 

<PAGE>   97
                                      -97-


regularly accruing fees with respect to, any Senior Debt (a "Payment Default"),
no payment of any kind or character shall be made by or on behalf of the Company
or any other Person on its or their behalf with respect to any Obligations on
the Notes or to acquire any of the Notes for cash or property or otherwise. In
addition, if any event of default other than a Payment Default (a "Non-payment
Default") occurs and is continuing with respect to any Designated Senior Debt,
as such event of default is defined in the instrument creating or evidencing
such Designated Senior Debt, permitting the holders of such Designated Senior
Debt then outstanding to accelerate the maturity thereof and if the
Representative for the respective issue of Designated Senior Debt gives written
notice of the Non-payment Default to the Trustee (a "Default Notice"), then,
unless and until all Non-payment Defaults have been cured or waived or have
ceased to exist or the Trustee receives notice from the Representative for the
respective issue of Designated Senior Debt terminating the Blockage Period (as
defined below), during the 180 days after the delivery of such Default Notice
(the "Blockage Period"), neither the Company nor any other Person on its behalf
shall (x) make any payment of any kind or character with respect to any
Obligations on the Notes or (y) acquire any of the Notes for cash or property or
otherwise. For all purposes of this Section 10.02(a), in no event will a
Blockage Period extend beyond 180 days from the date the payment on the Notes
was due and only one such Blockage Period may be commenced within any 360
consecutive days. No Non-payment Default which existed or was continuing on the
date of the commencement of any Blockage Period with respect to the Designated
Senior Debt shall be, or be made, the basis for commencement of a second
Blockage Period by the Representative of such Designated Senior Debt whether or
not within a period of 360 consecutive days, unless such Non-payment Default
shall have been cured or waived for a period of not less than 90 consecutive
days (it being acknowledged that any subsequent action or any breach of any
financial covenants for a period commencing after the date of commencement of
such Blockage Period, that in either case, would give rise to a Non-payment
Default pursuant to any provisions under which a Non-payment Default previously
existed or was continuing shall constitute a new Non-payment Default for this
purpose).

                (b) In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 10.02(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior Debt
(pro rata to such holders on the basis of the respective amount 

<PAGE>   98
                                      -98-


of Senior Debt held by such holders) or their respective Representatives, as
their respective interests may appear. The Trustee shall be entitled to rely on
information regarding amounts then due and owing on the Senior Debt, if any,
received from the holders of Senior Debt (or their Representatives) or, if such
information is not received from such holders or their Representatives, from the
Company and only amounts included in the information provided to the Trustee
shall be paid to the holders of Senior Debt.

                Nothing contained in this Article Ten shall limit the right of
the Trustee or the Holders of Notes to take any action to accelerate the
maturity of the Notes pursuant to Section 6.02 or to pursue any rights or
remedies hereunder; provided that all Senior Debt thereafter due or declared to
be due shall first be paid in full in cash or Cash Equivalents before the
Holders are entitled to receive any payment of any kind or character with
respect to the Obligations on the Notes.


                SECTION 10.03. Payment Over of Proceeds Upon Dissolution, Etc.

                (a) Upon any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the Company,
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property, whether voluntary or
involuntary, all Obligations with respect to all Senior Debt shall first be paid
in full, in cash, or such payment has been duly provided for to the satisfaction
of the holders of Senior Debt, before any payment or distribution of any kind or
character is made on account of any Obligations on the Notes, or for the
acquisition of any of the Notes for cash or property or otherwise; and until all
such Obligations with respect to all Senior Debt are paid in full in cash, any
distribution to which the Holders of the Notes would be entitled but for the
subordination provisions will be made to the holders of Senior Debt as their
interests may appear. Upon any such dissolution, winding-up, liquidation,
reorganization, bankruptcy, insolvency, receivership or similar proceeding or
assignment for the benefit of creditors or marshaling of assets, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Notes or the Trustee under
this Indenture would be entitled, except for the 

<PAGE>   99
                                      -99-


provisions hereof, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, or by the Holders of the Notes or by the Trustee under this
Indenture if received by them, directly to the holders of Senior Debt (pro rata
to such holders on the basis of the respective amounts of Senior Debt held by
such holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Cash Equivalents after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of Senior Debt.

                (b) To the extent any payment of Senior Debt (whether by or on
behalf of the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then, if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar person, the Senior Debt or part thereof originally intended to
be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

                (c) In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or any
Holder when such payment or distribution is prohibited by Section 10.03(a), such
payment or distribution shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Debt (pro rata to such holders
on the basis of the respective amount of Senior Debt held by such holders) or
their respective Representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Debt may have been issued, as
their respective interests may appear, for application to the payment of Senior
Debt remaining unpaid until all such Senior Debt has been paid in full in cash
or Cash Equivalents, after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of such Senior Debt.

<PAGE>   100
                                     -100-


                SECTION 10.04. Payments May Be Paid Prior to Dissolution.

                Nothing contained in this Article Ten or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 10.02 and 10.03, from making payments at any time for the purpose of
making payments of principal of and interest on the Notes, or from depositing
with the Trustee any moneys for such payments, or (ii) in the absence of actual
knowledge of the Trustee that a given payment would be prohibited by Section
10.02 or 10.03, the application by the Trustee of any moneys deposited with it
for the purpose of making such payments of principal of and interest on the
Notes to the Holders entitled thereto unless at least one Business Day prior to
the date upon which such payment would otherwise become due and payable, the
Trustee shall have received the written notice provided for in Section 10.02(a)
or in Section 10.07 (provided that, notwithstanding the foregoing, such
application shall otherwise be subject to the provisions of the first sentence
of Section 10.02(a) and Section 10.03). The Company shall give prompt written
notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of the Company.


                SECTION 10.05. Subrogation.

                Subject to the payment in full in cash or Cash Equivalents of
all Senior Debt, the Holders of the Notes shall be subrogated to the rights of
the holders of Senior Debt to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Debt until the
Notes shall be paid in full; and, for the purposes of such subrogation, no such
payments or distributions to the holders of the Senior Debt by or on behalf of
the Company or by or on behalf of the Holders by virtue of this Article Ten
which otherwise would have been made to the Holders shall, as between the
Company and the Holders of the Notes, be deemed to be a payment by the Company
to or on account of the Senior Debt, it being understood that the provisions of
this Article Ten are and are intended solely for the purpose of defining the
relative rights of the Holders of the Notes, on the one hand, and the holders of
the Senior Debt, on the other hand.

                If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article Ten shall
have been applied, pursuant to the provisions of this Article Ten, to the
payment of amounts payable under the Senior Debt, then the Holders shall be

<PAGE>   101
                                     -101-


entitled to receive from the holders of such Senior Debt any payments or
distributions received by such holders of Senior Debt in excess of the amount
sufficient to pay all amounts payable under or in respect of the Senior Debt in
full in cash or Cash Equivalents.

                SECTION 10.06. Obligations of the Company Unconditional.

                Nothing contained in this Article Ten or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Debt, and the Holders of the
Notes, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders of the Notes the principal of and any interest on the Notes
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders of
the Notes and creditors of the Company other than the holders of the Senior
Debt, nor shall anything herein or therein prevent the Holder of any Note or the
Trustee on its behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

                SECTION 10.07. Notice to Trustee; Rights of Trustee and Paying
                               Agent.

                The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Notes pursuant to the provisions of this
Article Ten. Regardless of anything to the contrary contained in this Article
Ten or elsewhere in this Indenture, neither the Trustee nor any Paying Agent
shall be charged with knowledge of the existence of any default or event of
default with respect to any Senior Debt or of any other facts which would
prohibit the making of any payment to or by the Trustee or any Paying Agent
unless and until a Trust Officer of the Trustee shall have received at least two
Business Days before a payment is required to be made, notice in writing from
the Company, or from a holder of Senior Debt or a Representative therefor, and,
prior to the receipt of any such written notice, the Trustee shall be entitled
to assume (in the absence of actual knowledge of a Trust Officer to the
contrary) that no such facts exist.

<PAGE>   102
                                     -102-


                In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Ten, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by
such person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Article Ten and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

                SECTION 10.08. Reliance on Judicial Order or Certificate of
                               Liquidating Agent.

                Upon any payment or distribution of assets of the Company
referred to in this Article Ten, the Trustee, subject to the provisions of
Article Seven hereof, and the Holders of the Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are pending, or upon certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
delivered to the Trustee or the Holders of the Notes, for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Ten.

                SECTION 10.09. Trustee's Relation to Senior Debt.

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

                With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and Obligations
as are specifically set forth in this 

<PAGE>   103
                                     -103-


Article Ten, and no implied covenants or Obligations with respect to the holders
of Senior Debt shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if the Trustee shall pay over
or distribute to or on behalf of Holders or the Company or any other person
money or assets to which any holders of Senior Debt shall be entitled by virtue
of this Article Ten, except if such payment is made as a result of willful
misconduct or gross negligence of the Trustee.

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


                SECTION 10.10. Subordination Rights Not Impaired by Acts or
                               Omissions of the Company or Holders of Senior 
                               Debt.

                No right of any present or future holders of any Senior Debt to
enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

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

<PAGE>   104
                                     -104-


                SECTION 10.11. Noteholders Authorize Trustee To Effectuate
                               Subordination of Notes.

                Each Holder of Notes by its acceptance of them authorizes and
expressly directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior Debt
and the Holders of Notes, the subordination provided in this Article Ten, and
appoints the Trustee its attorney-in-fact for such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the business and assets of the
Company, and the filing of a claim for the unpaid balance of its or his Notes
and accrued interest in the form required in those proceedings.

                If the Trustee does not file a proper claim or proof of debt in
the form required in such proceeding prior to 30 days before the expiration of
the time to file such claim or claims, then the holders of the Senior Debt or
their Representative are or is hereby authorized to have the right to file and
are or is hereby authorized to file an appropriate claim for and on behalf of
the Holders of said Notes. Nothing herein contained shall be deemed to authorize
the Trustee or the holders of Senior Debt or their Representative to authorize
or consent to or accept or adopt on behalf of any Holders any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee or the holders of
Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

                SECTION 10.12. This Article Ten Not To Prevent Events of
                               Default.

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

                Nothing contained in this Article Ten shall limit the right of
the Trustee or the Holders of Notes to take any action to accelerate the
maturity of the Notes pursuant to Article Six or to pursue any rights or
remedies hereunder or under 

<PAGE>   105
                                     -105-


applicable law, subject to the rights, if any, under this Article Ten of the
holders, from time to time, of Senior Debt.


                SECTION 10.13. Trustee's Compensation Not Prejudiced.

                Nothing in this Article Ten will apply to amounts due to the
Trustee, in its capacity as such, pursuant to other sections in this Indenture.


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS


                SECTION 11.01. TIA 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 notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by private courier service guaranteeing next day delivery, by telex,
by telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows:

                if to the Company:

                American Business Information, Inc.
                5711 South 86th Circle
                P.O. Box 27347
                Omaha, Nebraska  68127-0347
            
                Attention:  Chief Financial Officer
                Telecopy:   (402) 331-1505
            
                with a copy to:
            
                Wilson Sonsini Goodrich & Rosati
                650 Page Mill Road
                Palo Alto, California  94304-1050
            
                Attention:  Francis S. Currie

<PAGE>   106
                                     -106-


                Telecopy:   (650) 493-6811
            
                if to the Trustee:
            
                State Street Bank and Trust Company of California,
                  N.A.
                633 West 5th Street
                12th Floor
                Los Angeles, California  90071
            
                Attention:  Corporate Trust Administration (American Business
                            Information, Inc./9 1/2% Senior Subordinated Notes
                            due 2008)
                Telecopy:   (213) 362-7357
           
                Each of the Company and the Trustee by written notice to each
other such Person may designate additional or different addresses for notices to
such Person. Any notice or communication to the Company or the Trustee shall be
deemed to have been given or made as of the date so delivered if personally
delivered or delivered by private courier service guaranteeing next day
delivery; when answered back, if telexed; when receipt is acknowledged, if
faxed; and five (5) calendar days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

                Any notice or communication mailed to a Holder shall be mailed
to such Holder by first class mail or other equivalent means at such Holder's
address as it appears on the registration books of the Registrar and shall be
sufficiently given to such Holder if so mailed within the time prescribed.

                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 to the Company in the manner provided above,
it is duly given, whether or not the addressee receives it. Notices delivered to
the Trustee shall be effective only upon receipt by a Trust Officer.


                SECTION 11.03. Communications by Holders with Other Holders.

                Holders may communicate pursuant to TIA Section 312(b) with

<PAGE>   107
                                     -107-


other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and any other Person 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
upon request:

                (1) an Officers' Certificate, in form and substance reasonably
        satisfactory to the Trustee, 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;

                (2) an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee stating that, in the opinion of such
        counsel, all such conditions precedent, if any, provided for in this
        Indenture relating to the proposed action have been complied with; and

                (3) where applicable, a certificate or opinion by an independent
        certified public accountant reasonably satisfactory to the Trustee that
        complies with TIA Section 314(c).

                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 the Officers'
Certificate required by Section 4.06, 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 

<PAGE>   108
                                     -108-


        based;

                (3) a statement that, in the opinion of such Person, he has made
        such examination or investigation as is reasonably 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 each
        such Person, such condition or covenant has been complied with.

                SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.

                The Trustee may make reasonable rules in accordance with the
Trustee's customary practices for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

                SECTION 11.07. Legal Holidays.

                A "Legal Holiday" used with respect to a particular place of
payment is a Saturday, a Sunday or a day on which banking institutions in New
York, New York, or the city in which the corporate trust office of the Trustee
at which the trust created by this Indenture is located, or at such place of
payment are not required to be open. If a payment date is a Legal Holiday at
such place, payment may be made at such place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

                SECTION 11.08. Governing Law.

                THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE.

<PAGE>   109
                                     -109-

                SECTION 11.09. No Adverse Interpretation of Other Agreements.

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

                SECTION 11.10. No Recourse Against Others.

                A director, officer, employee, stockholder or incorporator, as
such, of the Company or of the Trustee shall not have any liability for any
Obligations of the Company under the Notes or this Indenture. Each Holder by
accepting a Note waives and releases all such liability. Such waiver and release
are part of the consideration for the issuance of the Notes. This provision does
not affect any possible claims under federal securities laws.

                SECTION 11.11. Successors.

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

                SECTION 11.12. Duplicate Originals.

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

                SECTION 11.13. Severability.

                In case any one or more of the provisions in this Indenture or
in the Notes shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

<PAGE>   110
                                     -110-


                                   SIGNATURES

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

                                       AMERICAN BUSINESS INFORMATION,
                                         INC.


                                       By:  
                                            Name:
                                            Title:


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


                                       By:  
                                            Name:
                                            Title:


<PAGE>   111
                                                                    EXHIBIT A(1)


                             [FORM OF INITIAL NOTE]


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO THE ISSUER THEREOF OR ANY SUBSIDIARY THEREOF, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) IN A MINIMUM PRINCIPAL AMOUNT OF $250,000, TO AN "ACCREDITED INVESTOR"
(AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN
"ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY IF
THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER 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 IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


                                    A.1-115
<PAGE>   112
                                                           CUSIP No.:



                       AMERICAN BUSINESS INFORMATION, INC.
                    9 1/2% SENIOR SUBORDINATED NOTE DUE 2008


No.                                                                $


                AMERICAN BUSINESS INFORMATION, INC., a Delaware corporation (the
"Company," which term includes any successor entity), for value received
promises to pay to ___________ or registered assigns, the principal sum of
$_________ Dollars, on June 15, 2008.

                Interest Payment Dates: June 15 and December 15

                Record Dates: June 1 and December 1

                Reference is made to the further provisions of this Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.


                                    A.1-116
<PAGE>   113
                IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                       AMERICAN BUSINESS INFORMATION,
                                         INC.


                                       By:  
                                           Name:
                                           Title:


                                       By:
                                           Name:
Dated:  [        ], 1998                   Title:


Certificate of Authentication

                This is one of the 9 1/2% Senior Subordinated Notes due 2008
referred to in the within-mentioned Indenture.

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


                                       By:
                                                  Authorized Signatory


                                    A.1-117
<PAGE>   114
                              (REVERSE OF SECURITY)


                    9 1/2% Senior Subordinated Note due 2008


                1. Interest. AMERICAN BUSINESS INFORMATION, INC., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from June 18, 1998. The Company will pay interest semi-annually in
arrears on each Interest Payment Date, commencing December 15, 1998. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

                The Company shall pay interest on overdue principal and on
overdue installments of interest from time to time on demand at the rate borne
by the Notes and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful.

                2. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons who are the registered Holders
at the close of business on the Record Date immediately preceding the Interest
Payment Date even if the Notes are canceled on registration of transfer or
registration of exchange after such Record Date. Holders must surrender Notes to
a Paying Agent to collect principal payments. The Company shall pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal and interest by its check payable in such U.S.
Legal Tender. The Company may deliver any such interest payment to the Paying
Agent or to a Holder at the Holder's registered address.

                3. Paying Agent and Registrar. Initially, STATE STREET BANK AND
TRUST COMPANY OF CALIFORNIA, N.A. (the "Trustee") will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-Registrar
without notice to the Holders.

                4. Indenture. The Company issued the Notes under an Indenture,
dated as of June 18, 1998 (the "Indenture"), by and among the Company and the
Trustee. Capitalized terms herein are used as defined in this Indenture unless
otherwise defined herein. This Note is one of a duly authorized issue of Initial
Notes of the Company designated as its 9 1/2% Senior Subordinated Notes due 2008
(the "Initial Notes"). The Notes include the Initial Notes, the Private Exchange
Notes (if any) and the


                                    A.1-118
<PAGE>   115
Unrestricted Notes issued in exchange for the Initial Notes pursuant to the
Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are
treated as a single class of securities under the Indenture. The terms of the
Notes include those stated in this Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders of Notes are referred to the Indenture and said Act for
a statement of them. The Notes are general unsecured Obligations of the Company
limited in aggregate principal amount to $200,000,000. Each Holder, by accepting
a Note, agrees to be bound by all of the terms and provisions of the Indenture,
as the same may be amended from time to time.

                5. Subordination. The Notes are subordinated in right of
payment, in the manner and to the extent set forth in the Indenture, to the
prior payment in full in cash of all Senior Debt of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by its acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee, on its
behalf, to take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the Trustee its
attorney-in-fact for such purposes.

                6. Redemption Provisions. Except as provided below, the Notes
may not be redeemed prior to June 15, 2003.

                (a) Optional Redemption. On or after such date, the Notes may be
        redeemed at the option of the Company, at any time as a whole, or from
        time to time in part, on not less than 30 nor more than 60 days' notice,
        at the following redemption prices (expressed as percentages of
        principal amount), plus accrued and unpaid interest (if any) to the date
        of redemption, if redeemed during the 12-month period commencing June
        15:


                                    A.1-119
<PAGE>   116
<TABLE>
<CAPTION>
                                                               REDEMPTION
                                                                 PRICE
<S>             <C>                                            <C>     
                2003......................................      104.750%
                2004......................................      103.167%
                2005......................................      101.583%
                2006 and thereafter.......................      100.000%
</TABLE>


                (b) Optional Redemption Upon Equity Offerings. Notwithstanding
        the foregoing, at any time prior to June 15, 2001, the Company may, at
        its option, redeem, in part and from time to time, with the net cash
        proceeds of one or more Equity Offerings, up to 35% of the sum of (i)
        the initial aggregate principal amount of the Notes originally issued in
        the Offering and (ii) the aggregate principal amount of any additional
        Notes issued under the Indenture after the Issue Date at a redemption
        price equal to 109.500% of the principal amount thereof plus accrued and
        unpaid interest thereon, if any, to the redemption date; provided that
        at least 65% of the sum of (i) the initial aggregate principal amount of
        the Notes issued in the Offering and (ii) the aggregate principal amount
        of any additional Notes issued under the Indenture after the Issue Date
        remains outstanding immediately after the occurrence of any such
        redemption and that any such redemption occurs within 120 days following
        the closing of any such Equity Offering.

                7. Notice of Redemption. Notice of redemption shall be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part. If
any Note is to be redeemed in part only, the notice of redemption that relates
to such Note shall state the portion of the principal amount thereof to be
redeemed. A new Note in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the Redemption Date, interest will cease to
accrue on Notes or portions thereof called for redemption as long as the Company
has deposited with the Paying Agent funds in satisfaction of the applicable
redemption price pursuant to the Indenture.

                Except as set forth in the Indenture, if monies for the
redemption of the Notes called for redemption shall have been deposited with the
Paying Agent for redemption on such Redemption Date, then, unless the Company
defaults in the payment of such Redemption Price plus accrued interest, if any,


                                    A.1-120
<PAGE>   117
the Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued interest, if any.

                8. Offers to Purchase. Section 4.15 of the Indenture provides
that, upon a Change of Control if the Company does not redeem the Notes, each
holder will have the right, subject to certain conditions set forth in the
Indenture, to require the Company to repurchase such holder's Notes at a price
equal to 101% of the principal amount thereof plus accrued interest to the date
of repurchase. Section 4.16 of the Indenture provides that, after certain Asset
Sales, and subject to further limitations contained therein, the Company will
make an offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.

                9. Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange of any Notes or portions thereof selected for
redemption.

                10. Persons Deemed Owners. The registered Holder of a Note shall
be treated as the owner of it for all purposes.

                11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company. After that, all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

                12. Discharge Prior to Redemption or Maturity. If the Company at
any time deposits with the Trustee U.S. Legal Tender or U.S. Government
Obligations sufficient to pay the principal of, premium, if any, and interest on
the Notes to redemption or maturity and complies with the other provisions of
the Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).

                13. Amendment; Supplement; Waiver. Subject to certain
exceptions, the Indenture or the may be amended or supplemented with the written
consent of the Holders of at least a majority in aggregate principal amount of
the Notes 


                                    A.1-121
<PAGE>   118
then outstanding, and any existing Default or Event of Default or noncompliance
with any provision may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes in addition to or in place of
certificated Notes, or comply with Article Five of the Indenture or make any
other change that does not adversely affect in any material respect the rights
of any Holder of a Note.

                14. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness or Liens, make payments in
respect of its Capital Stock or certain Indebtedness, enter into transactions
with Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, incur additional senior subordinated Indebtedness, merge or
consolidate with any other Person, sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets or adopt a plan of
liquidation and sell Capital Stock of a Restricted Subsidiary. Such limitations
are subject to a number of important qualifications and exceptions. The Company
must annually report to the Trustee on compliance with such limitations.

                15. Successors. When a successor assumes, in accordance with the
Indenture, all the Obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those Obligations.

                16. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding may declare all the Notes to be due and payable
in the manner, at the time and with the effect provided in the Indenture.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.

                17. Trustee Dealings with Company. The Trustee 


                                    A.1-122
<PAGE>   119
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with the Company, its
Subsidiaries or their respective Affiliates as if it were not the Trustee.

                18. No Recourse Against Others. No stockholder, director,
officer, employee or incorporator, as such, of the Company shall have any
liability for any obligation of the Company under the Notes or the Indenture.
Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                19. Authentication. This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of authentication
on this Note.

                20. Governing Law. The laws of the State of New York shall
govern this Note and the Indenture, without regard to principles of conflict of
laws.

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

                22. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders
of the Notes. No representation is made as to the accuracy of such numbers as
printed on the Notes and reliance may be placed only on the other identification
numbers printed hereon.

                23. Registration Rights.

                Pursuant to the Registration Rights Agreement, the Company will
be obligated to consummate an exchange offer pursuant to which the Holder of
this Note shall have the right to exchange this Note for the Company's 9 1/2%
Senior Subordinated Notes due 2008 which have been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects as this Note (other than as relates to registration rights and
transfer restrictions). The Holders shall be entitled to receive certain
additional interest payments in the event such exchange offer is not consummated
and upon certain other conditions, all pursuant to and in accordance with the
terms of the Registration Right Agreement.


                                    A.1-123
<PAGE>   120
                24. Indenture. Each Holder, by accepting a Note, agrees to be
bound by all of the terms and provisions of the Indenture, as the same may be
amended from time to time.

                The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture, which has the text of this
Note in larger type. Requests may be made to: American Business Information,
Inc., 5711 South 86th Circle, P.O. Box 27347, Omaha, Nebraska 68127-0347 Attn:
Chief Financial Officer.


                                    A.1-124
<PAGE>   121
                                 ASSIGNMENT FORM

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

I or we assign and transfer this Note to:




                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Date:                                  Signed: 
                                               (Sign exactly as your name
                                               appears on the other side of
                                               this Note)

Signature Guarantee:            Participant in a recognized Signature Guarantee
                                Medallion Program (or other signature guarantor
                                program reasonably acceptable to the Trustee.

                In connection with any transfer of this Note occurring prior to
the date which is the earlier of (i) the date of the declaration by the SEC of
the effectiveness of a registration statement under the Securities Act of 1933,
as amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) June 18, 2000, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:

                                   [Check One]


(1)     to the Company or a subsidiary thereof; or

(2)     pursuant to and in compliance with Rule 144A under the Securities Act;
        or


                                    A.1-125
<PAGE>   122
(3)     in a minimum principal amount of $250,000, to an institutional
        "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7)
        under the Securities Act) that has furnished to the Trustee a signed
        letter containing certain representations and agreements (the form of
        which letter can be obtained from the Trustee); or

(4)     pursuant to the exemption from registration provided by Rule 144 under
        the Securities Act; or

(5)     pursuant to an effective registration statement under the Securities
        Act; or

(6)     pursuant to another available exemption from the registration
        requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided that if box (3), (4) or (6) is checked, the
Company or the Trustee may require, prior to registering any such transfer of
the Notes, in its sole discretion, such legal opinions, certifications
(including an investment letter in the case of box (3)) and other information as
the Trustee or the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.

        If none of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Date:                                  Signed:  
                                               (Sign exactly as your name
                                               appears on the other side of
                                               this Note)

Signature Guarantee:            Participant in a recognized Signature Guarantee
                                Medallion Program (or other signature guarantor
                                program reasonably acceptable to the Trustee.


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


                                    A.1-126
<PAGE>   123
                The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Date:                                  Signed:
                                                NOTICE:  To be executed by
                                                         an executive officer


                                    A.1-127
<PAGE>   124
                      [OPTION OF HOLDER TO ELECT PURCHASE]


                If you want to elect to have this Note purchased by the Company
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate
box:

                      Section 4.15 [     ]

                      Section 4.16 [     ]

                If you want to elect to have only part of this Note purchased by
the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:

$


Dated: 
       
                                NOTICE: The signature on this assignment must
                                correspond with the name as it appears upon the
                                face of the within Note in every particular
                                without alteration or enlargement or any change
                                whatsoever and be guaranteed by the endorser's
                                bank or broker.


Signature Guarantee: 
                        Participant in a recognized Signature Guarantee
                        Medallion Program (or other signature guarantor program
                        reasonably acceptable to the Trustee.


                                    A.1-128
<PAGE>   125
                                                                    EXHIBIT A(2)


                             [FORM OF EXCHANGE NOTE]


                                                     CUSIP No.:


                       AMERICAN BUSINESS INFORMATION, INC.
                    9 1/2% SENIOR SUBORDINATED NOTE DUE 2008

No.                                                                 $

                AMERICAN BUSINESS INFORMATION, INC., a Delaware corporation (the
"Company," which term includes any successor entity), for value received
promises to pay to ___________ or registered assigns, the principal sum of
____________ Dollars, on June 15, 2008.

                Interest Payment Dates: June 15 and December 15

                Record Dates: June 1 and December 1

                Reference is made to the further provisions of this Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.


                                    A.2-129
<PAGE>   126
               IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                       AMERICAN BUSINESS INFORMATION,
                                         INC.


                                       By:   
                                             Name:
                                             Title:


                                       By:
                                             Name:
Dated:  [        ], 1998                     Title:


Certificate of Authentication

                This is one of the 9 1/2% Senior Subordinated Notes due 2008
referred to in the within-mentioned Indenture.

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


                                       By:
                                              Authorized Signatory


                                    A.2-130
<PAGE>   127
                              (REVERSE OF SECURITY)


                    9 1/2% Senior Subordinated Note due 2008

                1. Interest. AMERICAN BUSINESS INFORMATION, INC., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from June 18, 1998. The Company will pay interest semi-annually in
arrears on each Interest Payment Date, commencing December 15, 1998. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

                The Company shall pay interest on overdue principal and on
overdue installments of interest from time to time on demand at the rate borne
by the Notes and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful.

                2. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons who are the registered Holders
at the close of business on the Record Date immediately preceding the Interest
Payment Date even if the Notes are canceled on registration of transfer or
registration of exchange after such Record Date. Holders must surrender Notes to
a Paying Agent to collect principal payments. The Company shall pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal and interest by its check payable in such U.S.
Legal Tender. The Company may deliver any such interest payment to the Paying
Agent or to a Holder at the Holder's registered address.

                3. Paying Agent and Registrar. Initially, STATE STREET BANK AND
TRUST COMPANY OF CALIFORNIA, N.A. (the "Trustee") will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-Registrar
without notice to the Holders.

                4. Indenture. The Company issued the Notes under an Indenture,
dated as of June 18, 1998 (the "Indenture"), by and among the Company and the
Trustee. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. This Note is one of a duly authorized issue of
Unrestricted Notes of the Company designated as its 9 1/2% Senior Subordinated
Notes due 2008 (the "Unrestricted Notes"). The Notes include the Initial Notes,
the Private Exchange Notes (if any)and the Unrestricted Notes issued in exchange
for the 


                                    A.2-131
<PAGE>   128
Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes
and the Unrestricted Notes are treated as a single class of securities under the
Indenture. The terms of the Notes include those stated in this Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of
the Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders of Notes are referred to the Indenture
and said Act for a statement of them. The Notes are general unsecured
Obligations of the Company limited in aggregate principal amount to
$200,000,000. Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

                5. Subordination. The Notes are subordinated in right of
payment, in the manner and to the extent set forth in the Indenture, to the
prior payment in full in cash of all Senior Debt of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by its acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee, on its
behalf, to take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the Trustee its
attorney-in-fact for such purposes.

                6. Redemption Provisions. Except as provided below, the Notes
may not be redeemed prior to June 15, 2003.

                (a) Optional Redemption. On or after such date, the Notes may be
redeemed at the option of the Company, at any time as a whole, or from time to
time in part, on not less than 30 nor more than 60 days' notice, at the
following redemption prices (expressed as percentages of principal amount), plus
accrued and unpaid interest (if any) to the date of redemption (subject to the
rights 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
commencing June 15:


                                    A.2-132
<PAGE>   129
<TABLE>
<CAPTION>
                                                               REDEMPTION
                                                                 PRICE
<S>                                                            <C>     
                 2003......................................     104.750%
                 2004......................................     103.167%
                 2005......................................     101.583%
                 2006 and thereafter.......................     100.000%
</TABLE>

                (b) Optional Redemption Upon Equity Offerings. Notwithstanding
the foregoing, at any time prior to June 15, 2001, the Company may, at its
option, redeem, in part and from time to time, with the net cash proceeds of one
or more Equity Offerings, up to 35% of the sum of (i) the initial aggregate
principal amount of the Notes originally issued in the Offering and (ii) the
aggregate principal amount of any additional Notes issued under the Indenture
after the Issue Date at a redemption price equal to 109.500% of the principal
amount thereof plus accrued and unpaid interest thereon, if any, to the
redemption date; provided that at least 65% of the sum of (i) the initial
aggregate principal amount of the Notes issued in the Offering and (ii) the
aggregate principal amount of any additional Notes issued under the Indenture
after the Issue Date remains outstanding immediately after the occurrence of any
such redemption and that any such redemption occurs within 120 days following
the closing of any such Equity Offering.

                7. Notice of Redemption. Notice of redemption shall be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part. If
any Note is to be redeemed in part only, the notice of redemption that relates
to such Note shall state the portion of the principal amount thereof to be
redeemed. A new Note in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the Redemption Date, interest will cease to
accrue on Notes or portions thereof called for redemption as long as the Company
has deposited with the paying agent funds in satisfaction of the applicable
redemption price pursuant to the Indenture.

                Except as set forth in the Indenture, if monies for the
redemption of the Notes called for redemption shall have been deposited with the
Paying Agent for redemption on such Redemption Date, then, unless the Company
defaults in the payment of such Redemption Price plus accrued interest, if any,
the Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the 


                                    A.2-133
<PAGE>   130
Redemption Price plus accrued interest, if any.

                8. Offers to Purchase. Section 4.15 of the Indenture provides
that, upon a Change of Control if the Company does not redeem the Notes, each
holder will have the right, subject to certain conditions set forth in the
Indenture, to require the Company to repurchase such holder's Notes at a price
equal to 101% of the principal amount thereof plus accrued interest to the date
of repurchase. Section 4.16 of the Indenture provides that, after certain Asset
Sales, and subject to further limitations contained therein, the Company will
make an offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.

                9. Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer or of exchange Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange of any Notes or portions thereof selected for
redemption.

                10. Persons Deemed Owners. The registered Holder of a Note shall
be treated as the owner of it for all purposes.

                11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company. After that, all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

                12. Discharge Prior to Redemption or Maturity. If the Company at
any time deposits with the Trustee U.S. Legal Tender or U.S. Government
Obligations sufficient to pay the principal of, premium, if any, and interest on
the Notes to redemption or maturity and complies with the other provisions of
the Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).

                13. Amendment; Supplement; Waiver. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate 


                                    A.2-134
<PAGE>   131
principal amount of the Notes then outstanding. Without notice to or consent of
any Holder, the parties thereto may amend or supplement the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Notes in addition to or in place of certificated
Notes, or comply with Article Five of the Indenture or make any other change
that does not adversely affect in any material respect the rights of any Holder
of a Note.

                14. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness or Liens, make payments in
respect of its Capital Stock or certain Indebtedness, enter into transactions
with Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, incur additional senior subordinated Indebtedness, merge or
consolidate with any other Person, sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets or adopt a plan of
liquidation and sell Capital Stock of a Restricted Subsidiary. Such limitations
are subject to a number of important qualifications and exceptions. The Company
must annually report to the Trustee on compliance with such limitations.

                15. Successors. When a successor assumes, in accordance with the
Indenture, all the Obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those Obligations.

                16. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding may declare all the Notes to be due and payable
in the manner, at the time and with the effect provided in the Indenture.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.

                17. Trustee Dealings with Company. The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or
their respective 



                                    A.2-135
<PAGE>   132
Affiliates as if it were not the Trustee.

                18. No Recourse Against Others. No stockholder, director,
officer, employee or incorporator, as such, of the Company shall have any
liability for any obligation of the Company under the Notes or the Indenture.
Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                19. Authentication. This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of authentication
on this Note.

                20. Governing Law. The laws of the State of New York shall
govern this Note and the Indenture, without regard to principles of conflict of
laws.

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

                22. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience to the Holders
of the Notes. No representation is made as to the accuracy of such numbers as
printed on the Notes and reliance may be placed only on the other identification
numbers printed hereon.

                23. Indenture. Each Holder, by accepting a Note, agrees to be
bound by all of the terms and provisions of the Indenture, as the same may be
amended from time to time.

                The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture, which has the text of this
Note in larger type. Requests may be made to: American Business Information,
Inc., 5711 South 86th Circle, P.O. Box 27347, Omaha, Nebraska 68127-0347 Attn:
Chief Executive Officer.


                                    A.2-136
<PAGE>   133
                                 ASSIGNMENT FORM


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

I or we assign and transfer this Note to:




                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Date:                                  Signed:
                                               (Sign exactly as your name
                                               appears on the other side of
                                               this Note)

Signature Guarantee:    Participant in a recognized Signature Guarantee
                        Medallion Program (or other signature guarantor program
                        reasonably acceptable to the Trustee.


                                    A.2-137
<PAGE>   134
                      [OPTION OF HOLDER TO ELECT PURCHASE]


                If you want to elect to have this Note purchased by the Company
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate
box:

                      Section 4.15 [     ]

                      Section 4.16 [     ]

                If you want to elect to have only part of this Note purchased by
the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:

$


Dated: 
                                NOTICE: The signature on this assignment must
                                correspond with the name as it appears upon the
                                face of the within Note in every particular
                                without alteration or enlargement or any change
                                whatsoever and be guaranteed by the endorser's
                                bank or broker.


Signature Guarantee: 
                      Participant in a recognized Signature Guarantee Medallion
                      Program (or other signature guarantor program reasonably
                      acceptable to the Trustee.


                                    A.2-138
<PAGE>   135
                                                                       EXHIBIT B


                         FORM OF LEGEND FOR GLOBAL NOTES

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

                THIS 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 OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT
        EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
        DEPOSITARY OR ITS NOMINEE EXCEPT 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 THE LIMITED CIRCUMSTANCES
        DESCRIBED IN THE INDENTURE.

                UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
        REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
        ("DTC"), TO THE ISSUER 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 INASMUCH AS THE REGISTERED OWNER HEREOF,
        CEDE & CO., HAS AN INTEREST HEREIN.


                                      B-139
<PAGE>   136
                                                                       EXHIBIT C

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors


                                                               -----------, ----

STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
633 West 5th Street
12th Floor
Los Angeles, California  90071

Attention:  Corporate Trust Administration


                Re:    AMERICAN BUSINESS INFORMATION, INC.
                       (the "Company")
                       9 1/2% Senior Subordinated
                       Notes due 2008 (the "Notes")

Ladies and Gentlemen:

                In connection with our proposed purchase of $_______ aggregate
principal amount of the Notes, we confirm that:

                1. We have received a copy of the Offering Memorandum (the
"Offering Memorandum"), dated [   ], 1998, relating to the Notes and such other
information as we deem necessary in order to make our investment decision. We
acknowledge that we have read and agreed to the matters stated on pages
(i)-(iii) of the Offering Memorandum and in the section entitled "Transfer
Restrictions" of the Offering Memorandum, including the restrictions on
duplication and circulation of the Offering Memorandum.

                2. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of [   ], 1998 relating to the Notes (the "Indenture") and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the "Securities Act").

                3. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered
or sold within the United States or to, or for the account or benefit of,
Persons except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as 


                                      C-140
<PAGE>   137
hereinafter stated, that if we should sell or otherwise transfer any Notes we
will do so only (i) to the Company or any subsidiary thereof, (ii) in accordance
with Rule 144A under the Securities Act to a "qualified institutional buyer" (as
defined in Rule 144A under the Securities Act), (iii) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the Notes, substantially in the form of this letter, (iv)
pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available), or (v) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser that
resales of the Notes are restricted as stated herein.

                4. We are not acquiring the Notes for or on behalf of, and will
not transfer the Notes to, any pension or welfare plan (as defined in Section 3
of the Employee Retirement Income Security Act of 1974), except as permitted in
the section entitled "Transfer Restrictions" of the Offering Memorandum.

                5. We understand that, on any proposed resale of any Notes, we
will be required to furnish to you and the Company such certification, legal
opinions and other information as you and the Company may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Notes purchased by us will bear a legend to the
foregoing effect.

                6. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or their investment, as the case may be.


                                      C-141
<PAGE>   138
                7. We are acquiring the Notes purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

                You, the Company and the Initial Purchasers (as defined in the
Offering Memorandum) are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                       Very truly yours,


                                       [Name of Transferee]


                                       By:
                                                 Authorized Signature


                                      C-142