<PAGE>

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY




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

                                   INDENTURE,


                            Dated as March 17, 2004,


                                      AMONG


                         AMERICAN ROCK SALT COMPANY LLC,


                                   as Issuer,


                          THE GUARANTORS PARTY HERETO,


                                 as Guarantors,


                                       AND


                         U.S. BANK NATIONAL ASSOCIATION,


                       as Trustee and as Collateral Agent



                      9 1/2% Senior Secured Notes due 2014



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

<PAGE>


                              CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
<S>                                                            <C>

TIA                                                             INDENTURE
SECTION                                                         SECTION
-------                                                         -------

310(a)(1) ...............................................       7.10
   (a)(2) ...............................................       7.10
   (a)(3) ...............................................       7.10
   (a)(4) ...............................................       N.A.
   (a)(5) ...............................................       7.10
   (b) ..................................................       7.03; 7.08; 7.10
   (c) ..................................................       N.A.
311(a) ..................................................       7.03; 7.11
   (b) ..................................................       7.03; 7.11
   (c) ..................................................       7.03
312(a) ..................................................       2.05
   (b) ..................................................       7.07; 11.03
   (c) ..................................................       11.03
313(a) ..................................................       7.06
   (b)(1) ...............................................       7.06
   (b)(2) ...............................................       7.06
   (c) ..................................................       7.06
   (d) ..................................................       7.06
314(a) ..................................................       4.06; 4.08
   (b) ..................................................       12.03
   (c)(1) ...............................................       4.06; 11.04
   (c)(2) ...............................................       11.04
   (c)(3) ...............................................       4.06
   (d) ..................................................       12.04
   (e) ..................................................       11.05
   (f) ..................................................       N.A.
315(a) ..................................................       7.01(b)
   (b) ..................................................       7.05
   (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) ..................................................       9.04
317(a)(1) ...............................................       6.08
   (a)(2) ...............................................       6.09
   (b) ..................................................       2.04
318(a) ..................................................       11.01
   (b) ..................................................       N.A.
   (c) ..................................................       11.01
</TABLE>

----------
N.A. means Not Applicable

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

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                            PAGE
<S>                     <C>                                               <C>

ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE ........................ 1
   SECTION 1.01.   Definitions ................................................ 1
   SECTION 1.02.   Incorporation by Reference of Trust Indenture Act .......... 24
   SECTION 1.03.   Rules of Construction .. ................................... 24

ARTICLE TWO THE NOTES ......................................................... 25
   SECTION 2.01.   Form and Dating ............................................ 25
   SECTION 2.02.   Execution and Authentication; Aggregate Principal Amount ... 26
   SECTION 2.03.   Registrar and Paying Agent ................................. 27
   SECTION 2.04.   Obligations of Paying Agent ................................ 27
   SECTION 2.05.   Holder Lists ................................................28
   SECTION 2.06.   Transfer and Exchange .......................................28
   SECTION 2.07.   Replacement Notes ...........................................28
   SECTION 2.08.   Outstanding Notes ...........................................29
   SECTION 2.09    Treasury Notes; When Notes Are Disregarded ..................29
   SECTION 2.10.   Temporary Notes .............................................29
   SECTION 2.11.   Cancellation ................................................29
   SECTION 2.12.   CUSIP Numbers ...............................................30
   SECTION 2.13.   Deposit of Moneys ...........................................30
   SECTION 2.14.   Book-Entry Provisions for Global Notes ......................30
   SECTION 2.15.   Special Transfer Provisions .................................31

ARTICLE THREE REDEMPTION .......................................................33
   SECTION 3.01.   Optional Redemption .........................................33
   SECTION 3.02.   Selection of Notes to Be Redeemed ...........................33
   SECTION 3.03.   Notice of Redemption ........................................33
   SECTION 3.04.   Effect of Notice of Redemption ..............................34
   SECTION 3.05.   Deposit of Redemption Price .................................34
   SECTION 3.06.   Notes Redeemed in Part ......................................35

ARTICLE FOUR COVENANTS .........................................................35
   SECTION 4.01.   Payment of Notes ............................................35
   SECTION 4.02.   Maintenance of Office or Agency .............................35
   SECTION 4.03.   Existence as a Limited Liability Company ....................35
   SECTION 4.04.   Payment of Taxes and Other Claims ...........................36
</TABLE>

                                      - i -

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>

                                                                            PAGE
<S>                 <C>                                                 <C>

   SECTION 4.05.   Maintenance of Properties and Insurance .................... 36
   SECTION 4.06.   Compliance Certificate; Notice of Default .................. 36
   SECTION 4.07.   Compliance with Laws ........................................37
   SECTION 4.08.   Reports to Holders ......................................... 37
   SECTION 4.09.   Waiver of Stay, Extension or Usury Laws .................... 38
   SECTION 4.10.   Limitation on Restricted Payments .......................... 38
   SECTION 4.11.   Limitation on Transactions with Affiliates ................. 41
   SECTION 4.12.   Limitation on Incurrence of Additional Indebtedness .........42
   SECTION 4.13.   Limitation on Dividend and Other Payment Restrictions
                    Affecting Restricted Subsidiaries ......................... 43
   SECTION 4.14.   Additional Subsidiary Guarantees ............................44
   SECTION 4.15.   Limitation on Change of Control ............................ 45
   SECTION 4.16.   Limitation on Asset Sales ...................................46
   SECTION 4.17.   Impairment of Security Interest .............................48
   SECTION 4.18.   Limitation on Liens ........................................ 48
   SECTION 4.19.   Conduct of Business ........................................ 49
   SECTION 4.20.   Limitation on Issuances and Sales of Capital Stock of
                    Subsidiaries .............................................. 49
   SECTION 4.21.   Real Estate Mortgages and Filings .......................... 49
   SECTION 4.22.   Payments for Consent ....................................... 50
ARTICLE FIVE SUCCESSOR CORPORATION .............................................50
   SECTION 5.01.   Merger, Consolidation and Sale of Assets ................... 50
   SECTION 5.02.   Successor Corporation Substituted ...........................51
ARTICLE SIX DEFAULT AND REMEDIES .............................................. 51
   SECTION 6.01.   Events of Default .......................................... 51
   SECTION 6.02.   Rights of the Company .......................................53
   SECTION 6.03.   Acceleration ................................................53
   SECTION 6.04.   Other Remedies ..............................................54
   SECTION 6.05.   Waiver of Past Defaults .....................................54
   SECTION 6.06.   Control by Majority .........................................54
   SECTION 6.07.   Limitation on Suits .........................................54
   SECTION 6.08.   Rights of Holders to Receive Payment ....................... 55
</TABLE>

                                     - ii -

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>

                                                                            PAGE
<S>                  <C>                                                     <C>

   SECTION 6.09.   Collection Suit by Trustee or Collateral Agent ..............55
   SECTION 6.10.   Trustee May File Proofs of Claim ............................55
   SECTION 6.11.   Priorities ..................................................56
   SECTION 6.12.   Undertaking for Costs .......................................56
   SECTION 6.13.   Restoration of Rights and Remedies ..........................56
ARTICLE SEVEN TRUSTEE ..........................................................57
   SECTION 7.01.   Duties of Trustee .......................................... 57
   SECTION 7.02.   Rights of Trustee ...........................................58
   SECTION 7.03.   Individual Rights of Trustee ................................59
   SECTION 7.04.   Trustee's Disclaimer ........................................59
   SECTION 7.05.   Notice of Default .......................................... 60
   SECTION 7.06.   Reports by Trustee to Holders ...............................60
   SECTION 7.07.   Compensation and Indemnity ..................................61
   SECTION 7.08.   Replacement of Trustee ..................................... 62
   SECTION 7.09.   Successor Trustee by Merger, Etc ............................63
   SECTION 7.10.   Eligibility; Disqualification63
   SECTION 7.11.   Preferential Collection of Claims Against Company ...........63
   SECTION 7.12.   Trustee as Collateral Agent .................................63
   SECTION 7.13.   Co-Trustees, co-Collateral Agent and Separate Trustees,
                    Collateral Agent ...........................................63
   SECTION 7.14.   Form of Documents Delivered to Trustee ......................65
ARTICLE EIGHT SATISFACTION AND DISCHARGE OF INDENTURE ..........................65
   SECTION 8.01.   Legal Defeasance and Covenant Defeasance ....................65
   SECTION 8.02.   Satisfaction and Discharge ..................................67
   SECTION 8.03.   Survival of Certain Obligations .............................68
   SECTION 8.04.   Acknowledgment of Discharge by Trustee ......................68
   SECTION 8.05.   Application of Trust Moneys .................................68
   SECTION 8.06.   Repayment to the Company; Unclaimed Money ...................69
   SECTION 8.07.   Reinstatement69
ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS ...............................69
   SECTION 9.01.   Without Consent of Holders ..................................69
</TABLE>

                                     - iii -

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>

                                                                            PAGE
<S>                 <C>                                                         <C>

   SECTION 9.02.   With Consent of Holders .....................................70
   SECTION 9.03.   Compliance with TIA .........................................71
   SECTION 9.04.   Revocation and Effect of Consents ...........................71
   SECTION 9.05.   Notation on or Exchange of Notes ............................72
   SECTION 9.06.   Trustee to Sign Amendments, Etc .............................72
   SECTION 9.07.   Conformity with Trust Indenture Act .........................72
ARTICLE TEN GUARANTEE ..........................................................72
   SECTION 10.01.  Guarantee ...................................................72
   SECTION 10.02.  Release of a Guarantor ......................................73
   SECTION 10.03.  Limitation of Guarantor's Liability .........................74
   SECTION 10.04.  Guarantors May Consolidate, etc., on Certain Terms ..........74
   SECTION 10.05.  Contribution ................................................75
   SECTION 10.06.  Waiver of Subrogation .......................................75
   SECTION 10.07.  Evidence of Guarantee .......................................75
   SECTION 10.08.  Waiver of Stay, Extension or Usury Laws .....................76
ARTICLE ELEVEN MISCELLANEOUS ...................................................76
   SECTION 11.01.  Trust Indenture Act Controls ................................76
   SECTION 11.02.  Notices .....................................................76
   SECTION 11.03.  Communications by Holders with Other Holders ................77
   SECTION 11.04.  Certificate and Opinion as to Conditions Precedent ..........77
   SECTION 11.05.  Statements Required in Certificate or Opinion ...............78
   SECTION 11.06.  Rules by Trustee, Paying Agent, Registrar ...................78
   SECTION 11.07.  Legal Holidays ..............................................78
   SECTION 11.08.  Governing Law ...............................................78
   SECTION 11.09.  No Adverse Interpretation of Other Agreements ...............79
   SECTION 11.10.  No Recourse Against Others ..................................79
   SECTION 11.11.  Successors ..................................................79
   SECTION 11.12.  Duplicate Originals .........................................79
   SECTION 11.13.  Severability ................................................79
   SECTION 11.14.  Waiver of Jury Trial ........................................79
</TABLE>

                                     - iv -

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>

                                                                            PAGE
<S>                     <C>                                               <C>

ARTICLE TWELVE AGREEMENT TO SUBORDINATE SECURITY INTERESTS; SECURITY ...........79
   SECTION 12.01.  Grant of Security Interest ..................................79
   SECTION 12.02.  Intercreditor Agreement .....................................80
   SECTION 12.03.  Recording and Opinions ..................................... 80
   SECTION 12.04.  Release of Collateral .......................................81
   SECTION 12.05.  Specified Releases of Collateral ............................81
   SECTION 12.06.  Release upon Satisfaction or Defeasance of all
                    Outstanding Obligations ....................................82
   SECTION 12.07.  Form and Sufficiency of Release .............................82
   SECTION 12.08.  Purchaser Protected .........................................82
   SECTION 12.09.  Authorization of Actions to Be Taken by the
                    Collateral Agent Under the Collateral Agreements ...........83
   SECTION 12.10.  Authorization of Receipt of Funds by the
                    Collateral Agent Under the Collateral Agreements ...........83

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

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

                                      - v -

<PAGE>


                INDENTURE, dated as March 17, 2004, among American Rock Salt
Company LLC, a New York limited liability company (the "Company"), the
Guarantors (as herein defined) party hereto and U.S. Bank National Association,
as Trustee (in such capacity, the "Trustee") and Collateral Agent (in such
capacity, the "Collateral Agent").

                                   WITNESSETH:

                WHEREAS, the Company and the Guarantors (with respect to the
Guarantees) have duly authorized the creation of an issue of 9 1/2% Senior
Secured Notes due 2014 (the "Initial Notes"), and 9 1/2% Senior Secured Exchange
Notes due 2014 (the "Exchange Notes," and collectively with the Initial Notes
and any Additional Notes (as herein defined), the "Notes") and the Guarantees
(as herein defined) and, to provide therefor, the Company and the Guarantors
have duly authorized the execution and delivery of this Indenture; and

                WHEREAS, all things necessary to make the Notes and Guarantees,
when each are duly issued and executed by the Company and the Guarantors, as
applicable, and authenticated and delivered hereunder, the valid obligations of
each of the Company and the Guarantors, respectively, and to make this Indenture
a valid and binding agreement of each of the Company and the Guarantors, have
been done.

                NOW, THEREFORE, each party hereto agrees as follows for the
benefit of the other parties and for the equal and ratable benefit of the
Holders:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                SECTION 1.01. Definitions.

                "Acceleration Notice" has the meaning set forth in Section
6.03(a).

                "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 or into
the Company or any of its Restricted 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 and which Indebtedness is without recourse to the Company or any
of its Subsidiaries or to any of their respective properties or assets other
than the Person or the assets to which such Indebtedness related prior to the
time such Person became a Restricted Subsidiary of the Company or the time of
such acquisition, merger or consolidation.

                "Additional Interest" has the meaning set forth in the
Registration Rights Agreement.

                "Additional Notes" means any Notes issued after the Issue Date
(other than pursuant to Sections 2.06, 2.07, 2.10 and 3.06 of this Indenture and
other than Exchange Notes) from time to time in accordance with the terms of
this Indenture including, without limitation, the provisions of Sections 2.02
and 4.12.

                "Administrative Agent" has the meaning set forth in the
definition of the term "Credit Agreement."

<PAGE>

                "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 securities, by contract or
otherwise; provided, that Beneficial Ownership of 10% or more of the Voting
Stock of the Person shall be deemed to be control. The terms "controlling" and
"controlled" have meanings correlative of the foregoing.

                "Affiliate Transaction" has the meaning set forth in Section
4.11.

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

                "Agent Members" has the meaning set forth in Section 2.14(a) and
means, with respect to the Depository, Euroclear or Clearstream, a Person who
has an account with the Depository, Euroclear or Clearstream, respectively (and,
with respect to the Depository, shall include Euroclear and Clearstream).

                "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depository, Euroclear and Clearstream that apply to such
transfer or exchange.

                "Applicable Capital Gain Tax Rate" means a rate equal to the sum
of (i) the highest marginal Federal capital gain tax rate applicable to an
individual who is a citizen of the United States (other than the capital gains
rate applicable to collectibles pursuant to Code Section 1(h)(5)) plus (ii) an
amount equal to the sum of the highest marginal state and local capital gain tax
rates applicable to an individual who is a resident of the State of New York and
New York City, multiplied by a factor equal to 1 minus the rate described in
clause (i) above.

                "Applicable Income Tax Rate" means a rate equal to the sum of
(i) the highest marginal Federal income tax rate applicable to an individual who
is a citizen of the United States plus (ii) an amount equal to the sum of the
highest marginal state and local income tax rates applicable to an individual
who is a resident of the State of New York and New York City, multiplied by a
factor equal to 1 minus the rate described in clause (i) above.

                "Applicable Indebtedness" means (1) in respect of any asset that
is the subject of an Asset Sale at a time when such asset is included in the
Collateral, Indebtedness that is pari passu with the Notes and secured at such
time by Collateral; or (2) in respect of any other asset, Indebtedness that is
pari passu with the Notes.

                "Asset Acquisition" means (1) 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 (2) 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 comprise 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 (other than a Lien in
accordance with this Indenture) for value by (x) the Company or any of its
Restricted Subsidiaries to any Person other than the Company or a Guarantor or
(y) a Foreign Restricted Subsidiary

                                      - 2 -

<PAGE>
to the Company or a Restricted Subsidiary of the Company of: (1) any Capital
Stock of any Restricted Subsidiary of the Company; or (2) 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 shall not
include: (a) a transaction or series of related transactions for which the
Company or its Restricted Subsidiaries receive aggregate consideration of less
than $1.0 million; (b) 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 (c) any Restricted Payment permitted under Section 4.10,
including a Permitted Investment; (d) the sale of Cash Equivalents; and (e) the
sale or other disposition of used, worn out, obsolete or surplus equipment.

                "Authenticating Agent" has the meaning set forth in Section
2.02.

                "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended, and codified as 11 U.S.C. Sections101 et seq.

                "Beneficial Owner" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" have meanings
correlative to the foregoing.

                "Board of Directors" means, as to any Person, the board of
directors or similar governing body 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.

                "Capital Stock" means:

                (1) 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;

                (2)     with respect to any Person that is not a corporation,
any and all partnership, membership or other equity interests of such Person;
and

                (3)     any warrants, rights or options to purchase any of the
instruments or interests referred to in clause (1) or (2) above.

                "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.

                "Cash Equivalents" means:

                                      - 3 -

<PAGE>

                (1) 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;

                (2)     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 one of the two
highest ratings obtainable from either Standard & Poor's Ratings Group ("S&P")
or Moody's Investors Service, Inc. ("Moody's");

                (3) 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-1 from S&P or at least P-1 from Moody's;

                (4) investments in demand and time deposit accounts,
certificates of deposit 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 United States branch of a foreign bank having at the date of acquisition
thereof combined net capital and surplus of not less than $250.0 million;

                (5) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clause (1) above
entered into with any bank meeting the qualifications specified in clause (4)
above; and

                (6)     investments in money market funds which invest
substantially all their assets in securities of the types described in clauses
(1) through (5) above.

                "Change of Control" means the occurrence of one or more of the
following events:

                (1) any direct or indirect sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), 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"), other than a transaction in
which the transferee is controlled by one or more Permitted Holders;

                (2) the Company consolidates with, or merges with or into, any
Person, or any Person consolidates with, or merges with or into, the Company,
other than (A) a transaction in which the surviving or Transferee Person is a
Person that is controlled by the Permitted Holders or (B) any such transaction
where the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than
Disqualified Capital Stock) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person (immediately after giving effect to such issuance);

                (3) the approval by the holders of Capital Stock of the Company
of any plan or proposal for the liquidation or dissolution of the Company;

                (4) prior to the first Public Equity Offering, the Permitted
Holders cease for any reason to be the Beneficial Owner, directly or indirectly,
in the aggregate of at least a majority of the Voting Stock of the Company held
by such Permitted Holders on the Issue Date, whether by virtue of the issuance,
sale or other disposition of Capital Stock of the Company or a direct or
indirect holder of Capital Stock of the Company, a merger, consolidation or sale
of assets involving the Company, a

                                      - 4 -

<PAGE>

Restricted Subsidiary or a direct or indirect holder of Capital Stock of the
Company, any voting trust or other agreement;

                (5) (a) any Person or Group is or becomes the Beneficial Owner,
directly or indirectly, in the aggregate of more than 50% of the total voting
power of the Voting Stock of the Company, and (b) the Permitted Holders
Beneficially Own, directly or indirectly, in the aggregate a lesser percentage
of the total voting power of the Voting Stock of the Company than such other
Person or Group, and one or more Permitted Holders do not have the right to
elect directors holding a majority of the voting power of the Board of Directors
of the Company; or

                (6) individuals who on the Issue Date held a majority of the
voting power of the Board of Directors of the Company (together with any new
directors whose nomination and election were approved pursuant to a vote of a
majority of the members of the Company (or Related Parties of such members)
entitled to vote thereon who were members of the Company (or Related Parties of
such members) on the Issue Date) cease for any reason to hold a majority of the
voting power of the Board of Directors of the Company.

                "Change of Control Offer" has the meaning set forth in Section
4.15(a).

                "Change of Control Payment Date" has the meaning set forth in
Section 4.15(b)(2).

                "Clearstream" means Clearstream Banking, societe anonyme.

                "Code" means the Internal Revenue Code of 1986, as amended.

                "Collateral" means collateral as such term is defined in the
Security Agreement, all property mortgaged under the Mortgages and any other
property, whether now owned or hereafter acquired, upon which a Lien securing
the Obligations is granted or purported to be granted under any Collateral
Agreement.

                "Collateral Agent" means the collateral agent and any successor
under this Indenture.

                "Collateral Agreements" means, collectively, the Intercreditor
Agreement, the Security Agreement and each Mortgage, in each case, as the same
may be in force from time to time.

                "Commission" means the Securities and Exchange Commission.

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

                "Consolidated EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of:

                (1) Consolidated Net Income; and

                (2) to the extent Consolidated Net Income has been reduced
thereby:

                                      - 5 -

<PAGE>

                        (a) all income taxes of such Person and its Restricted
        Subsidiaries paid or accrued in accordance with GAAP for such period and
        Permitted Tax Distributions paid during such period;

                        (b)     Consolidated Interest Expense, and interest
        attributable to write-offs of deferred financing costs; 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 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
consecutive full fiscal quarters (the "Four Quarter Period") most recently
ending on or prior to the date of the transaction or event giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio for which
financial statements are available (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:

                (1) 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

                (2) any Asset Sale or other disposition or Asset Acquisition
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
result of any such Asset Acquisition) incurring, assuming or otherwise being
liable for Acquired Indebtedness 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
Indebtedness or Acquired Indebtedness and also including any Consolidated EBITDA
associated with the assets that are the subject of such Asset Sale or other
disposition or Asset Acquisition) occurred on the first day of the Four Quarter
Period provided that the Consolidated EBITDA of any Person acquired shall be
included only to the extent includible pursuant to the definition of
"Consolidated Net Income." 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 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":

                                      - 6 -

<PAGE>

                (1) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date (including Indebtedness actually
incurred on 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:

                (1)     Consolidated Interest Expense (excluding amortization or
write-off of deferred financing costs); plus

                (2) 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)(I) if such Person is not subject to United States federal
income tax, one or (II) if such Person is so taxable, 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 aggregate of the interest expense of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, as
determined in accordance with GAAP, and including, without duplication, (a) all
amortization or accretion of original issue discount or premium; (b) 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; and (c) net cash costs under all Interest Swap Obligations
(including amortization of fees).

                "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; provided, however, that there shall be excluded therefrom:

                (1) after-tax gains and losses from Asset Sales or abandonments
or reserves relating thereto;

                (2) after-tax items classified as extraordinary gains or losses
(other than, solely for purposes of calculating cumulative Consolidated Net
Income pursuant to Section 4.10, gains resulting from the settlement or other
disposition of litigation existing on the Issue Date);

                (3) 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;

                (4) the net income of any Person, other than the referent Person
or 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;

                                      - 7 -

<PAGE>

                (5) any restoration to income of any material 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;

                (6) 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);

                (7) all gains and losses realized on or because of the purchase
or other acquisition by such Person or any of its Restricted Subsidiaries of any
securities of such Person or any of its Restricted Subsidiaries;

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

                (9)     interest expense attributable to dividends on Qualified
Capital Stock pursuant to Statement of Financial Accounting Standards No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity";

                (10)    non-cash charges resulting from the impairment of
intangible assets;

                (11) 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; and

                (12)    the net amount of all Permitted Tax Distributions made
during such period.

                "Consolidated Non-cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash items and expenses of such Person and its Restricted Subsidiaries to
the extent they reduce 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).

                "Corporate Trust Office" means the office of the Trustee at
which the corporate trust business of the Trustee shall, at any particular time,
be principally administered, which office is, at the date of this Indenture,
located at 60 Livingston Avenue, St. Paul, MN 55107.

                "Covenant Defeasance" has the meaning set forth in Section
8.01(c).

                "Credit Agreement" means the Credit Agreement dated as of the
Issue Date, between the Company and the lenders party thereto (together with
their successors and assigns, the "Lenders") and Manufacturers and Traders Trust
Company, as administrative agent (in such capacity, together with its successors
and assigns, the "Administrative Agent"), setting forth the terms and conditions
of the senior credit facility, together with the related documents thereto
(including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended, supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder (provided that such
increase in borrowings is permitted under clause (2) of the definition of the
term "Permitted Indebtedness") or adding Subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

                                      - 8 -

<PAGE>

                "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 Code.

                "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.

                "Depository" means The Depository Trust Company, its nominees
and successors ("DTC").

                "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 exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event that would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except in each case, upon the occurrence of a Change of
Control) on or prior to the first anniversary of the final maturity date of the
Notes for cash or is convertible into or exchangeable for debt securities of the
Company or its Subsidiaries at any time prior to such anniversary.

                "Domestic Restricted Subsidiary" means, with respect to any
Person, a Domestic Subsidiary of such Person that is a Restricted Subsidiary of
such Person.

                "Domestic Subsidiary" means, with respect to any Person, a
Subsidiary of such Person that is not a Foreign Subsidiary of such Person.

                "Equity Holder" means (a) with respect to a corporation, each
holder of stock of such corporation, (b) with respect to a limited liability
company or similar entity, each member of such limited liability company or
similar entity, (c) with respect to a partnership, each partner of such
partnership, (d) with respect to an entity described in clause (a)(iv) of the
definition of "Flow Through Entity," the owner of such entity, and (e) with
respect to a trust described in clause (a)(v) of the definition of "Flow Through
Entity," the persons treated for Federal income tax purposes as the owners of
the trust property.

                "Equity Offering" means an underwritten public offering of
Common Stock of the Company or any holding company of the Company pursuant to a
registration statement filed with the Commission (other than on Form S-8) or any
private placement of Common Stock of the Company or any holding company of the
Company to any Person other than issuances upon exercise of options by employees
of any holding company, the Company or any of the Restricted Subsidiaries.

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

                "Event of Default" has the meaning set forth in Section 6.01.

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

                "Exchange Notes" has the meaning set forth in the preamble to
this Indenture and means the Notes, if any, issued under Section 2.02 pursuant
to a registration rights agreement substantially similar to the Registration
Rights Agreement.

                                      - 9 -

<PAGE>

                "Exchange Offer" means an exchange offer that may be made by the
Company, pursuant to the Registration Rights Agreement, to exchange for any and
all Initial Notes or Additional Notes a like aggregate principal amount of Notes
having substantially identical terms to the Initial Notes or Additional Notes
registered under the Securities Act.

                "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 in good faith and shall be evidenced by a Board Resolution of
the Board of Directors of the Company delivered to the Trustee.

                "Flow Through Entity" means an entity that (a) for federal
income tax purposes constitutes (i) an "S corporation" (as defined in Section
1361(a) of the Code), (ii) a "qualified subchapter S subsidiary" (as defined in
Section 1361(b)(3)(B) of the Code), (iii) a "partnership" (within the meaning of
Section 7701(a)(2) of the Code) other than a "publicly traded partnership" (as
defined in Section 7704 of the Code), (iv) a business entity that is disregarded
as an entity separate from its owners under the Code, the Treasury Regulations,
or any published administrative guidance of the Internal Revenue Service or (v)
a trust to the extent its income is includible in the taxable income of the
grantor or another person under Sections 671 through 679 of the Code (each of
the entities described in the preceding clauses (i), (ii), (iii), (iv) and (v),
a "Federal Flow Through Entity"), and (b) for state and local jurisdictions is
subject to treatment on a basis under applicable state or local income tax law
substantially similar to a Federal Flow Through Entity.

                "Foreign Restricted Subsidiary" means any Restricted Subsidiary
that is organized under the laws of any jurisdiction other than the United
States of America, any state thereof or the District of Columbia.

                "Foreign Subsidiary" means, with respect to any Person, any
Subsidiary of such Person that is organized under the laws of any jurisdiction
other than the United States of America, any state thereof or the District of
Columbia.

                "Founders" means Joseph G. Bucci, Gunther K. Buerman and Neil L.
Cohen.

                "GAAP" means accounting principles generally accepted in the
United States 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 set forth in Section 2.01.

                "Guarantee" has the meaning set forth in Section 10.01

                "Guarantor" means (1) each of the Company's Domestic Restricted
Subsidiaries existing on the Issue Date and (2) each of the Company's Domestic
Restricted Subsidiaries that in the future executes a supplemental indenture in
which such Domestic Restricted Subsidiary agrees to be bound by the terms of
this Indenture as a Guarantor; provided that any Person constituting a Guarantor
as described above shall cease to constitute a Guarantor when its respective
Guarantee is released in accordance with the terms of this Indenture.

                                     - 10 -

<PAGE>

                "Holder" means the Person in whose name a Note is registered on
the registrar's books.

                "Immaterial Subsidiary" means at any time, any Domestic
Restricted Subsidiary of the Company designated as such by the Board of
Directors of the Company; provided, however, that the total assets of all
Immaterial Subsidiaries shall not exceed 1% of consolidated total assets of the
Company and its Restricted Subsidiaries. In the event that the total assets of
all Immaterial Subsidiaries exceed 1% of consolidated total assets of the
Company and its Restricted Subsidiaries, the Company will designate Domestic
Restricted Subsidiaries that would otherwise be Immaterial Subsidiaries to be
excluded as Immaterial Subsidiaries until such 1% threshold is met.
Notwithstanding the foregoing, no Domestic Restricted Subsidiary that guarantees
any Obligations under the Credit Agreement shall be deemed an Immaterial
Subsidiary.

                "incur" has the meaning set forth in Section 4.12.

                "Indebtedness" means with respect to any Person, without
duplication:

                (1) all Obligations of such Person for borrowed money;

                (2) all Obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

                (3) all Capitalized Lease Obligations of such Person;

                (4) 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
that are not overdue by 90 days or more or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted and any
deferred purchase price represented by earn outs consistent with the Company's
past practice);

                (5) all Obligations for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction, whether or
not then due;

                (6) guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

                (7) all Obligations of any other Person of the type referred to
in clauses (1) through (6) which are secured by any Lien on any property or
asset of such Person, the amount of any such Obligation being deemed to be the
lesser of the Fair Market Value of the property or asset securing such
Obligation or the amount of such Obligation;

                (8) all Interest Swap Obligations and all Obligations under
Currency Agreements of such Person; and

                (9) 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.

                Notwithstanding the foregoing, Indebtedness shall not include
any Qualified Capital Stock. 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

                                     - 11 -

<PAGE>

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 nationally-recognized
accounting, appraisal or investment banking firm: (1) that does not, and whose
directors, officers and employees or Affiliates do not, have a direct or
indirect financial interest in the Company; and (2) that, 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" has the meaning set forth in the recitals to
this Indenture.

                "Initial Purchaser" means Jefferies & Company, Inc.

                "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 Securities Act.

                "Intercreditor Agreement" means the Intercreditor Agreement
among the Administrative Agent, the Trustee, the Collateral Agent, the Company
and the Guarantors, dated as of the Issue Date, as the same may be amended,
supplemented or modified from time to time.

                "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" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) 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 for value of Capital Stock, Indebtedness
or other similar instruments issued by such Person. If the Company or any
Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock
of a Person that is a Restricted Subsidiary such that, after giving effect
thereto, such Person is no longer a Restricted Subsidiary, any Investment by the
Company or any Restricted Subsidiary in such Person remaining after giving
effect thereto will be deemed to be a new Investment at such time. The
acquisition by the Company or any Restricted Subsidiary of a Person that holds
an Investment in a third Person will be deemed to be an Investment by the
Company or such Restricted Subsidiary in such third Person at such time. Except
as otherwise provided for herein, the amount of an Investment shall be its fair
market value at the time the Investment is made and without giving effect to
subsequent changes in value.

                                     - 12 -

<PAGE>

                For purposes of the definition of "Unrestricted Subsidiary," the
definition of "Restricted Payment" and Section 4.10:

                (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of the
net assets of any Subsidiary of the Company at the time that such Subsidiary
is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (A) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (B) the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such Subsidiary at the time of such
redesignation; and

                (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors of
the Company.

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

                "Legal Defeasance" has the meaning set forth in Section 8.01(b).

                "Legal Holiday" has the meaning set forth in Section 11.07.

                "Lenders" has the meaning set forth in the definition of the
term "Credit Agreement."

                "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 March 15, 2014.

                "Mine Facility Mortgage" means the mortgage, deed of trust, deed
to secure Indebtedness or other similar documents securing Liens on the premises
described in that certain Mortgage, Assignment of Production, Security
Agreement, Financing Statement and Fixture Filing from the Company and
Livingston County Industrial Development Agency to the Collateral Agent.

                "Mortgages" means (i) the Mine Facility Mortgage and (ii) the
mortgages, deeds of trust, deeds to secure Indebtedness or other similar
documents securing Liens on the Premises, as well as the other Collateral
secured by and described in the mortgages, deeds of trust, deeds to secure
Indebtedness or other similar documents.

                "Net Capital Gain" has the meaning set forth in Code Section
1222.

                "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:

                (1) reasonable out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions);

                                     - 13 -

<PAGE>

                (2) all taxes and other costs and expenses actually paid or
estimated by the Company (in good faith) to be payable in cash in connection
with such Asset Sale;

                (3) repayment of Indebtedness that is secured by the property or
assets that are the subject of such Asset Sale and is required to be repaid in
connection with such Asset Sale; and

                (4) 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; provided,
however, that if, after the payment of all taxes with respect to such Asset
Sale, the amount of estimated taxes, if any, pursuant to clause (2) above
exceeded the tax amount actually paid in cash in respect of such Asset Sale, the
aggregate amount of such excess shall, at such time, constitute Net Cash
Proceeds.

                "Net Long-Term Capital Loss" has the meaning set forth in Code
Section 1222.

                "Net Short-Term Capital Gain" has the meaning set forth in Code
Section 1222.

                "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S.

                "Notes" has the meaning set forth in the preamble to this
Indenture and means the Initial Notes, the Additional Notes, if any, and the
Exchange Notes 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, Additional Interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

                "Offering" means the offering of the Notes hereunder.

                "Officer" means the Chairman, any Vice Chairman, the President,
the Chief Executive Officer or the Chief Financial Officer of the Company.

                "Officers' Certificate" means a certificate signed by two
Officers of the Company, at least one of whom shall be the principal financial
officer of the Company, and delivered to the Trustee.

                "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 set forth in Section 2.03.

                "Permitted Holders" means the Founders and any of their
respective Related Parties.

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

                                     - 14 -

<PAGE>

                (1) Indebtedness under the Initial Notes (and the related
Guarantees) issued on the Issue Date in an aggregate principal amount not to
exceed $100.0 million and Indebtedness under the Exchange Notes (and the related
Guarantees);

                (2) Indebtedness incurred pursuant to the Credit Agreement in an
aggregate principal amount at any time outstanding not to exceed $62.1 million
as such amount may be reduced from time to time as a result of permanent
reductions of the commitments thereunder as provided in Section 4.16;

                (3) other Indebtedness of the Company and its Restricted
Subsidiaries outstanding on the Issue Date;

                (4) Interest Swap Obligations of the Company or any Restricted
Subsidiary of the Company covering Indebtedness of the Company or any of its
Restricted Subsidiaries; provided, however, that such Interest Swap Obligations
are entered into for the purpose of fixing or hedging interest rates with
respect to any fixed or variable rate Indebtedness that is permitted by this
Indenture to be outstanding to the extent that the notional amount of any such
Interest Swap Obligation does not exceed the principal amount of Indebtedness to
which such Interest Swap Obligation relates;

                (5) 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;

                (6) Intercompany Indebtedness of the Company or a Guarantor for
so long as such Indebtedness is held by the Company or a Guarantor; provided
that if as of any date any Person other than the Company or a Guarantor owns or
holds any such Indebtedness or holds a Lien in respect of such Indebtedness,
such date shall be deemed the incurrence of Indebtedness not constituting
Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness;

                (7) 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 three business days of incurrence;

                (8) 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 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;

                (9) Indebtedness represented by Capitalized Lease Obligations
and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries
incurred in the ordinary course of business (including Refinancings thereof that
do not 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 premium required to be paid under the terms of the instrument governing such
Indebtedness and plus the amount of reasonable expenses incurred by the Company
in connection with such Refinancing)) not to exceed $5.0 million at any time
outstanding;

                (10) Refinancing Indebtedness;

                (11) Indebtedness represented by guarantees by the Company or a
Restricted Subsidiary of Indebtedness incurred by the Company or a Restricted
Subsidiary so long as the incurrence of such

                                     - 15 -

<PAGE>

Indebtedness by the Company or any such Restricted Subsidiary is otherwise
permitted by the terms of this Indenture;

                (12) Indebtedness arising from agreements of the Company or a
Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred in connection with the disposition
of any business, assets or Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business, assets or
Subsidiary for the purpose of financing such acquisition; provided that the
maximum aggregate liability in respect of all such Indebtedness shall at no time
exceed the gross proceeds actually received by the Company and the Subsidiary in
connection with such disposition;

                (13) Indebtedness of the Company or any of its Restricted
Subsidiaries to the extent the net proceeds thereof are promptly used to redeem
the Notes in full or deposited to defease or discharge the Notes, in each case,
in accordance with this Indenture;

                (14) Acquired Indebtedness of Foreign Restricted Subsidiaries of
the Company; provided, however, that on the date of incurrence of such
Indebtedness, after giving pro forma effect thereto, the Company would have been
able to incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.12;

                (15) additional Indebtedness of the Company and its Restricted
Subsidiaries in an aggregate principal amount not to exceed $5.0 million at any
time outstanding (which amount may, but need not, be incurred in whole or in
part under the Credit Agreement); and

                (16) obligations in respect of performance, bid and surety bonds
and completion guarantees provided by the Company and its Restricted
Subsidiaries in the ordinary course of business.

                For purposes of determining compliance with Section 4.12, (a)
the outstanding principal amount of any item of Indebtedness shall be counted
only once and (b) in the event that an item of Indebtedness meets the criteria
of more than one of the categories of Permitted Indebtedness described in
clauses (1) through (16) above or is entitled to be incurred pursuant to the
Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the
Company shall, in its sole discretion, classify (or later reclassify) such item
of Indebtedness in any manner that complies with this covenant. Accrual of
interest, accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Capital Stock in the
form of additional shares of the same class of Disqualified Capital Stock will
not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Capital Stock for purposes of Section 4.12.

                "Permitted Investments" means:

                (1) Investments by the Company or any Restricted Subsidiary of
the Company in any Person that is or will become immediately after such
Investment a Guarantor or that will merge or consolidate with or into the
Company or a Guarantor, or that transfers or conveys all or substantially all of
its assets to the Company or a Guarantor;

                (2) Investments in the Company by any Restricted Subsidiary of
the Company; provided that any Indebtedness evidencing such Investment is
unsecured and subordinated, pursuant to a written agreement, to the Company's
Obligations under the Notes and this Indenture;

                (3) Investments in cash and Cash Equivalents;

                                     - 16 -

<PAGE>

                (4) 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;

                (5)     Investments in the Notes;

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

                (7) 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;

                (8)     Investments in existence on the Issue Date;

                (9) loans and advances, including advances for travel and moving
expenses, to employees, officers and directors of the Company and its Restricted
Subsidiaries in the ordinary course of business for bona fide business purposes
not in excess of $1.0 million at any one time outstanding;

                (10) advances to suppliers and customers in the ordinary course
of business; and

                (11) additional Investments in an aggregate amount not to exceed
$5.0 million at any time outstanding.

                "Permitted Liens" means the following types of Liens:

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

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

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

                (4)     any judgment Lien not giving rise to an Event of
Default;

                (5) 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;

                                     - 17 -

<PAGE>

                (6) any interest or title of a lessor under any Capitalized
Lease Obligation permitted pursuant to clause (9) of the definition of
"Permitted Indebtedness"; provided that such Liens do not extend to any property
or assets which is not leased property subject to such Capitalized Lease
Obligation;

                (7) Liens securing Purchase Money Indebtedness permitted
pursuant to clause (9) of the definition of "Permitted Indebtedness"; provided,
however, that (a) the Indebtedness shall not exceed the cost of the property or
assets acquired, together, in the case of real property, with the cost of the
construction thereof and improvements thereto, and shall not be secured by a
Lien on any property or assets of the Company or any Restricted Subsidiary of
the Company other than such property or assets so acquired or constructed and
improvements thereto and (b) the Lien securing such Indebtedness shall be
created within 180 days of such acquisition or construction or, in the case of a
refinancing of any Purchase Money Indebtedness, within 180 days of such
refinancing;

                (8) 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;

                (9) 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;

                (10) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual, or warranty requirements of the
Company or any of its Restricted Subsidiaries, including rights of offset and
set-off;

                (11) Liens securing Interest Swap Obligations which Interest
Swap Obligations relate to Indebtedness that is otherwise permitted hereunder;

                (12) Liens securing Indebtedness under Currency Agreements that
are permitted hereunder;

                (13) 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 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;

                (14) Liens existing as of the Issue Date and securing
Indebtedness permitted to be outstanding under clause (3) of the definition of
the term "Permitted Indebtedness" to the extent and in the manner such Liens are
in effect on the Issue Date;

                                     - 18 -

<PAGE>

                (15) Liens securing the Notes and all other monetary obligations
hereunder and the Guarantees;

                (16) Liens securing Indebtedness under the Credit Agreement to
the extent such Indebtedness is permitted under clause (2) or (15) of the
definition of the term "Permitted Indebtedness"; and

                (17) Liens securing Refinancing Indebtedness which is incurred
to Refinance any Indebtedness which has been secured by a Lien permitted under
this paragraph and which has been incurred in accordance with Section 4.12;
provided, however, that such Liens: (i) 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 (ii) 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.

                "Permitted Tax Distributions" means, with respect to any taxable
year, the sum of: (i) the product of (a) the excess, if any, of (1) all items of
taxable income or gain (other than capital gain) allocated by the Company to its
Equity Holders for such year over (2) the sum of all items of taxable deduction
or loss (but not including any capital loss) allocated to such Equity Holders by
the Company for such year and any Tax Loss Amount (other than a Tax Loss Amount
attributable to capital losses), and (b) the Applicable Income Tax Rate, plus
(ii) the product of (a) the Net Capital Gain (including, for this purpose, any
Tax Loss Amount attributable to Net Long-Term Capital Loss), if any, allocated
by the Company to its Equity Holders for such year and (b) the Applicable
Capital Gain Tax Rate, plus (iii) the product of (a) the Net Short-Term Capital
Gain (including for this purpose any Tax Loss Amount attributable to short-term
capital loss), if any, allocated by the Company to its Equity Holders for such
year and (b) the Applicable Income Tax Rate. The amount of the Permitted Tax
Distribution shall be computed promptly after the filing by the Company of its
annual income tax return.

                Estimated tax distributions shall be made within thirty days
following March 15, May 15, August 15, and December 15 based upon an estimate of
the excess of (x) the tax distributions that would be payable for the period
beginning on January 1 of such year and ending on March 15, May 15, August 15,
and December 15 if such period were a taxable year (computed as provided above)
over (y) distributions attributable to all prior periods during such taxable
year. The excess of the Permitted Tax Distributions for a taxable year over the
amounts previously distributed as estimated tax distributions may be distributed
to Equity Holders within thirty days of the date on which the Company has filed
its federal income tax return with respect to such taxable years. To the extent
that the estimated tax distributions previously paid to an Equity Holder in
respect of any taxable year are greater than the Permitted Tax Distributions for
such year, such excess shall be treated for all purposes of this Indenture as if
distributed as an estimated tax distribution on March 15 of the next succeeding
year for the purpose of determining amounts permitted to be distributed in such
succeeding taxable year.

                The amount of the Permitted Tax Distributions shall be
re-computed promptly after (i) the filing by the Company of its annual tax
return, and (ii) the appropriate federal or state taxing authority finally
determines that the amount of the items of taxable income, gain, deduction, or
loss of the Company which affected the calculation of the Permitted Tax
Distributions for any year should be changed or adjusted, including the
determination that the Company or any other entity is not a Flow Through Entity
(a "Tax Calculation Event"). In the event of a Tax Calculation Event, the amount
by which the Permitted Tax Distributions would have been reduced had they been
calculated in accordance with the Tax Calculation Event (an "Overdistribution")
shall offset (on a dollar for dollar basis) the amounts permitted to be
distributed on each successive estimated tax payment date until such
Overdistribution is reduced to zero (and such amounts permitted to be
distributed shall be, for purposes of this Indenture, treated as if distributed
to Equity Holders and used to repay the Overdistribution). If

                                     - 19 -

<PAGE>

following a Tax Calculation Event, the amount by which the Permitted Tax
Distributions would have been increased had they been calculated in accordance
with the Tax Calculation Event (an "Underdistribution"), the amount of such
Underdistribution shall be distributed to Equity Holders within 90 days of the
date of the Tax Calculation Event.

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

                "Physical Notes" has the meaning set forth in Section 2.14(b).

                "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.

                "Premises" has the meaning set forth in Section 4.21.

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

                "Private Placement Legend" means the legend initially set forth
on the Notes in the form set forth in Exhibit C.

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

                "Public Equity Offering" means an underwritten public offering
of Common Stock of the Company or any holding company of the Company pursuant to
a registration statement filed with the Commission (other than on Form S-8).

                "Purchase Money Indebtedness" means Indebtedness of the Company
and its Restricted Subsidiaries incurred 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, provided, that the aggregate principal
amount of such Indebtedness does not exceed the lesser of the Fair Market Value
of such property or such purchase price or cost.

                "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

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

                "Record Date" means any of the Record Dates specified in the
Notes, whether or not a Legal Holiday.

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

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

                                     - 20 -

<PAGE>

                "Reference Date" has the meaning set forth 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 Permitted Indebtedness) or
clauses (1), (3) or (10) of the definition of Permitted Indebtedness, in each
case that does not:

                (1) have an aggregate principal amount (or, if such Indebtedness
is issued with original issue discount, an aggregate offering price) greater
than the sum of (x) the aggregate principal amount of the Indebtedness being
Refinanced (or, if such Indebtedness being Refinanced is issued with original
issue discount, the aggregate accreted value) as of the date of such proposed
Refinancing plus (y) the amount of fees, expenses, premium, defeasance costs and
accrued but unpaid interest relating to the Refinancing of such Indebtedness
being Refinanced;

                (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; or

                (3) affect the security, if any, for such Refinancing
Indebtedness (except to the extent that less security is granted to holders of
such Refinancing Indebtedness);

If such Indebtedness being Refinanced is subordinate or junior by its terms to
the Notes, then such Refinancing Indebtedness shall be subordinate by its terms
to the Notes at least to the same extent and in the same manner as the
Indebtedness being Refinanced.

                "Registrar" has the meaning set forth in Section 2.03.

                "Registration Rights Agreement" means (1) with respect to the
Initial Notes issued on the Issue Date, the Registration Rights Agreement, dated
as of the Issue Date, among the Company, the Guarantors and the Initial
Purchaser, and (2) with respect to each issuance of Additional Notes issued in a
transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Company, the Guarantors and the
initial purchasers under the related purchase agreement, in each case as the
same may be amended or modified from time to time in accordance with the terms
thereof.

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

                "Regulation S Permanent Global Note" means a permanent Global
Note deposited with or on behalf of and registered in the name of the Depositary
or its nominee, issued in a denomination equal to the outstanding principal
amount of the Regulation S Temporary Global Note upon expiration of the
Restricted Period.

                "Regulation S Temporary Global Note" means a temporary Global
Note deposited with or on behalf of and registered in the name of the Depositary
or its nominee, issued in a denomination equal to the outstanding principal
amount of the Initial Notes or Additional Notes initially sold in reliance on
Rule 903 of Regulation S.

                                     - 21 -

<PAGE>

                "Related Parties" means, with respect to any Person, any (1)
spouse or lineal descendent (whether natural or adopted) of such Person or (2)
trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or persons beneficially holding an 80% or more
controlling interest of which consist of such Person and/or any of the persons
referred to in the immediately preceding clause (1).

                "Replacement Assets" has the meaning set forth in Section
4.16(3)(b).

                "Restricted Payment" has the meaning set forth in Section 4.10.

                "Restricted Period" means the 40-day distribution compliance
period as defined in Regulation S.

                "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Securities 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 Securities Act.

                "Secured Parties" has the meaning set forth in the Security
Agreement.

                "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                "Security Agreement" means the Pledge and Security Agreement,
dated as of the Issue Date, made by the Company and the Guarantors in favor of
the Collateral Agent, as amended or supplemented from time to time in accordance
with its terms.

                "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
Exchange Act.

                "Subsidiary" with respect to any Person, means:

                (1) any corporation of which the outstanding Capital Stock
having 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

                (2) 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.

                "Tax Loss Amount" means with respect to any taxable year, the
amount which would be available to the Company as a net operating loss or net
capital loss from a prior taxable year of the Company ending subsequent to the
Issue Date if the Company were taxable as a corporation and not as a Flow
Through Entity; provided, that for such purpose the amount of any such net
operating loss or net capital loss shall be used only once to reduce Permitted
Tax Distributions and in each case shall be carried forward to the next
succeeding taxable year until so used. For purposes of calculating the Tax Loss
Amount, the proportionate part of the items of taxable income, gain, deduction,
or loss (including capital

                                     - 22 -

<PAGE>

gain or loss) of any Subsidiary that is a Flow Through Entity for a taxable year
of such Subsidiary ending subsequent to the Issue Date shall be included in
determining the amount of net operating loss or net capital loss of the Company.

                "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 set forth in Section 9.03.

                "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.

                "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.

                "Unrestricted Subsidiary" of any Person means:

                (1) 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

                (2) any Subsidiary of an Unrestricted Subsidiary.

                The Board of Directors may designate 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:

                (1) the Company certifies to the Trustee that such designation
complies with Section 4.10; and

                (2) 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:

                (1) 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

                (2) 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.

                                     - 23 -

<PAGE>

                "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 which, as at the time of payment, shall be immediately available legal
tender for the payment of public and private debts.

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

                "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the then
outstanding aggregate principal amount of such Indebtedness into (2) the sum of
the total of the products obtained by multiplying:

                (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payment of principal, including payment at
final maturity, in respect thereof, by

                (b) the number of years (calculated to the nearest one-twelfth)
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 Capital Stock
(other than in the case of a Foreign 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 Trust Indenture Act.

                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:

                "indenture securities" means the Notes.

                "indenture security holder" means a Holder.

                "indenture to be qualified" means this Indenture.

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

                "obligor" on the indenture securities means the Company or any
other obligor on the Notes.

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

                SECTION 1.03. Rules of Construction.

                Unless the context otherwise requires:

                                     - 24 -

<PAGE>

                (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;

                (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;

                (6) when the words "includes" or "including" are used herein,
they shall be deemed to be followed by the words "without limitation";

                (7) all references to Sections or Articles refer to Sections or
Articles of this Indenture unless otherwise indicated; and

                (8) unless otherwise defined or the context otherwise requires,
terms for which meanings are provided in this Indenture shall have such meanings
when used in each other Related Document (as defined in the Security Agreement).

                                   ARTICLE TWO

                                    THE NOTES

                SECTION 2.01. Form and Dating.

                The Initial Notes and the Additional Notes and the Trustee's
certificate of authentication thereon shall be substantially in the form of
Exhibit A hereto. The Exchange Notes and the Trustee's certificate of
authentication thereon shall be substantially in the form of Exhibit B hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or Depository 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 authentication.

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

                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 hereto ("Global Notes"),
deposited with the Trustee, as custodian for the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and shall
bear the legend set forth in Exhibit C.

                Notes offered and sold to Institutional Accredited Investors in
reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be
issued initially in the form of one or more permanent Global Notes deposited
with the Trustee, as custodian for the Depository, duly executed by the Company
and authenticated by the Trustee as hereinafter provided and shall bear the
legend set forth in Exhibit C.

                                     - 25 -

<PAGE>

                Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more Regulation S
Temporary Global Notes deposited with the Trustee, as custodian for the
Depository, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear
or Clearstream, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit C.

                Following the termination of the Restricted Period, beneficial
interests in a Regulation S Temporary Global Note will be exchanged for
beneficial interests in a Regulation S Permanent Global Note pursuant to the
Applicable Procedures. Simultaneously with the authentication of a Regulation S
Permanent Global Note, the Trustee will cancel the related Regulation S
Temporary Global Note.

                The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Clearstream Banking" and "Customer Handbook" of
Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Note and the Regulation S Permanent Global Note
that are held by participants through Euroclear or Clearsteam.

                The aggregate principal amount of any Global Note may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

                The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the Officers executing such Notes, as
evidenced by their execution of such Notes.

                SECTION 2.02. Execution and Authentication; Aggregate Principal
Amount.

                An Officer (who shall have been duly authorized by all requisite
corporate actions) shall sign the Notes for the Company by manual or facsimile
signature.

                If an Officer whose signature is on a Note was an Officer 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 in the aggregate principal amount at maturity not to exceed $100,000,000,
(ii) Exchange Notes from time to time for issue only pursuant to the
Registration Rights Agreement in exchange for a like principal amount of Initial
Notes or Additional Notes, and (iii) subject to compliance with Section 4.12,
one or more series of Additional Notes for original issue after the Issue Date,
in each case upon written orders of the Company in the form of an Officers'
Certificate, which Officers' Certificate shall, in the case of any issuance of
Additional Notes, certify that such issuance is in compliance with Section 4.12.
In addition, each Officers' Certificate 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, Exchange Notes or Additional Notes. All Notes
issued under this Indenture shall vote and consent together on all matters as
one class and no series of Notes shall have the right to vote or consent as a
separate class on any matter.

                                     - 26 -

<PAGE>

                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 in principal amount at maturity and
any integral multiple thereof.

                SECTION 2.03. Registrar and Paying Agent.

                The Company shall maintain an office or agency which shall
initially be the office of the Trustee in the Borough of Manhattan, The City 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 writing, in
advance, of the name and address of any such Agent and otherwise be reasonably
satisfactory to the Trustee. If the Company fails to maintain a Registrar or
Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such.

                The Company initially appoints the Trustee as Registrar, Paying
Agent and agent for service of demands and notices in connection with the Notes.
The Paying Agent or Registrar may resign upon thirty (30) days' written notice
to the Company.

                SECTION 2.04. Obligations of Paying Agent.

                The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent shall hold separate and apart
from, and not commingle with any other properties, 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 promptly 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
receipt by 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.

                                     - 27 -

<PAGE>

                SECTION 2.05. Holder 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
the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish or cause the Registrar to
furnish to the Trustee before each Record 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 request of the names and addresses of the Holders, which
list may be conclusively relied upon by the Trustee.

                SECTION 2.06. Transfer and Exchange.

                Subject to the provisions of Sections 2.14 and 2.15, 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; 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 and
such other documents as the Registrar or Co-Registrar may reasonably require. To
permit registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Notes at the Registrar's or co-Registrar's request.
No service charge shall be made for any registration of transfer or exchange,
but the Company or the Trustee may require 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 Section 2.10, 3.06, 4.15, 4.16 or 9.05, 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 or exchange of any Note (i) during a period beginning at the
opening of business fifteen (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 a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interests in such Global Note may be
effected only through the Depository, in accordance with this Indenture and the
Applicable Procedures.

                SECTION 2.07. Replacement Notes.

                If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims in writing that the Note has been lost, destroyed or
wrongfully taken, then, in the absence of written notice to the Company upon its
request or the Trustee that such Note has been acquired by a protected
purchaser, the Company shall issue and the Trustee shall authenticate a
replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding if the Trustee's requirements are met. Except with
respect to mutilated Notes, 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 its counsel and of the Trustee and its counsel. Every
replacement Note shall constitute an additional obligation of the Company,
entitled to the benefits of this Indenture.

                                     - 28 -

<PAGE>

                SECTION 2.08. Outstanding Notes.

                Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section 2.08 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; When Notes Are Disregarded.

                In determining whether the Holders of the required principal
amount at maturity of Notes have concurred in any direction, waiver, consent or
notice, Notes owned by the Company or any of 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 the Trustee actually knows are so owned shall be so
considered. The Company shall notify the Trustee, in writing (which notice shall
constitute actual notice for purposes of the foregoing sentence), when it or any
of its Affiliates repurchases or otherwise acquires Notes, of the aggregate
principal amount at maturity 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 execute 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. Temporary Notes shall be substantially in the form of definitive
Notes but may have variations that the Company considers appropriate for
temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate upon receipt of a written order of the Company
pursuant to Section 2.02 definitive Notes in exchange for temporary Notes. Until
so exchanged, the temporary Notes shall be entitled to the same benefits under
this Indenture as definitive Notes.

                SECTION 2.11. Cancellation.

                The Company at any time may deliver Notes previously
authenticated hereunder which the Company has acquired in any lawful manner, 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 all Notes surrendered for 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

                                     - 29 -

<PAGE>

are surrendered to the Trustee for cancellation pursuant to this Section 2.11.
The Trustee shall dispose of all cancelled Notes in accordance with customary
procedures or, at the written request of the Company, shall return the same to
the Company.

                SECTION 2.12. CUSIP Numbers.

                A "CUSIP" number shall be printed on the Notes, and the Trustee
shall use the CUSIP number in notices of redemption, purchase or exchange as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the 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 number.

                SECTION 2.13. Deposit of Moneys.

                Prior to 11:00 a.m. New York City time on each Interest Payment
Date and the Maturity Date, the Company shall deposit with the Paying Agent U.S.
Legal Tender sufficient to make cash payments, if any, due on such Interest
Payment Date or the Maturity Date, as the case may be.

                SECTION 2.14. Book-Entry Provisions for Global Notes.

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

                Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depository, or the Trustee as its custodian, or under any
Global Note, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Global 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 Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.

                (b)     Transfers of the Global Notes shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged in accordance with the Applicable Procedures of the
Depository and the provisions of Section 2.15; provided, however, that prior to
the expiration of the Restricted Period, transfers of beneficial interests in
the Regulation S Temporary Global Note may not be made to a U.S. Person or for
the account or benefit of a U.S. Person (other than the Initial Purchaser). In
addition, Notes in the form of certificated Notes in registered form in
substantially the form set forth in Exhibit A hereto (the "Physical Notes")
shall be transferred to all beneficial owners in exchange for their beneficial
interests in the Global Notes if (i) the Depository notifies the Company that it
is unwilling or unable to continue as Depository for the Global Notes and a
successor Depository is not appointed by the Company within ninety (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 Depository to issue Physical Notes;
provided that a beneficial interest in the Regulation S Temporary Global Note
may not be exchanged for a Physical Note or transferred to a Person who takes
delivery thereof in the form of a Physical Note prior to (A) the expiration of
the Restricted Period and (B) the receipt by the Registrar of any certificates
required

                                     - 30 -

<PAGE>

pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case
of a transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904.

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

                (d) 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 aggregate principal amount.

                (e) In connection with the transfer of an entire Global Note to
beneficial owners pursuant to paragraph (b), the Global Notes shall be deemed to
be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in the
Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

                (f) Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in the Global Note pursuant to paragraph
(b) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of
Section 2.15, bear the legend regarding transfer restrictions applicable to the
Physical Notes set forth in Exhibit A.

                (g) The Holder of a 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 2.15. 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 or to any
Non-U.S. Person:

                (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 March
        17, 2006 or (y) (1) in the case of a transfer to an Institutional
        Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the
        proposed transferee has delivered to the Registrar a certificate
        substantially in the form of Exhibit D hereto or (2) in the case of a
        transfer to a Non-U.S. Person, the proposed transferor has delivered to
        the Registrar a certificate substantially in the form of Exhibit E
        hereto; 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 Applicable Procedures and the
        Registrar's procedures,

                                     - 31 -

<PAGE>

whereupon (1) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a 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 (2) the Company shall execute and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and principal
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 (excluding transfers to Non-U.S. Persons):

                (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 Applicable
        Procedures 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 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
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
2.15 exists 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 Securities Act. The
Registrar shall not register a transfer of any Note unless such transfer
complies with the restrictions on transfer of such Note set forth in this
Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

                (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 shall transfer such Note only as provided in this
Indenture.

                                     - 32 -

<PAGE>

                The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.14 or this Section
2.15. 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. Optional Redemption.

                The Company may, at its option, redeem the Notes, in whole or in
part, at specified times and under specified conditions, as set forth in
Paragraph 5 of the Notes. If the Company elects to redeem Notes pursuant to
Paragraph 5 of the Notes, it shall, at least thirty-five (35) days (or such
shorter period as the Trustee may agree) prior to the Redemption Date, furnish
to the Trustee and Paying Agent an Officers Certificate setting forth the
Redemption Date and the principal amount at maturity of the Notes to be redeemed
and the clause of this Indenture pursuant to which the redemption shall occur.

                Each Officers' Certificate provided for in this Section 3.01
shall be accompanied by an Opinion of Counsel stating that such redemption
complies with the conditions contained herein and in the Notes.

                SECTION 3.02. Selection of Notes to Be Redeemed.

                If fewer than all of the Notes are to be redeemed pursuant to
Paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed (1)
in compliance with the requirements of the principal national securities
exchange, if any, on which such Notes are listed or (2) if such Notes are not
then listed on a national securities exchange, on a pro rata basis, by lot or by
such method as the Trustee may reasonably determine is fair and appropriate,
provided that no partial redemption will reduce the principal amount at maturity
of a Note not redeemed to less than $1,000; and provided, further, that if a
partial redemption is made with the proceeds of an Equity Offering then the
selection of the Notes or portions thereof for redemption shall be made by the
Trustee only on a pro rata basis or on as nearly a pro rata basis as is
practicable (subject to the procedures of the Depository), unless such method is
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 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 thirty (30) days but not more than sixty (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 at its registered address, with a copy to the Trustee and any
Paying Agent. At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense. Failure
to give Notice of redemption, or any defect therein to any Holder of any Note
selected for redemption shall not impair or affect the validity of the
redemption of any other Note.

                                     - 33 -

<PAGE>

                Each notice of 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 CUSIP number;

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

                (6) the place where such Notes called for redemption must be
        surrendered to the Paying Agent to collect the Redemption Price plus
        accrued interest, if any;

                (7) that, unless the Company fails to deposit with the Paying
        Agent funds in satisfaction of the applicable Redemption Price plus
        accrued interest, if any, interest on Notes called for redemption ceases
        to accrue on and after the Redemption Date in accordance with Section
        3.05, 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;

                (8) if any Note is being redeemed in part, the portion of the
        principal amount of such Note to be redeemed and that, after the
        Redemption Date, and upon surrender of such Note, a new Note or Notes in
        the aggregate principal amount at maturity equal to the unredeemed
        portion thereof shall be issued; and

                (9) 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 at maturity of Notes
        to be redeemed and the aggregate principal amount at maturity of Notes
        to be outstanding after such partial redemption.

                If any of the Notes to be redeemed is in the form of a Global
Note, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depository applicable to redemption.

                SECTION 3.04. Effect of Notice of Redemption.

                Once notice of redemption is mailed in accordance with Section
3.03, Notes or portions thereof called for redemption shall become irrevocably
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 or
portions thereof called for redemption shall be paid at the Redemption Price
plus accrued interest thereon, if any, 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.

                Not later than 10:00 a.m. local time in the place of payment on
the Redemption Date, the Company shall deposit with the Paying Agent 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.

                                     - 34 -

<PAGE>

                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.

                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 shall 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 the Trustee shall authenticate for the Holder at the
expense of the Company a new Note or Notes equal in principal amount at maturity
to the unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

                SECTION 4.01. Payment of Notes.

                The Company shall pay the principal of, or premium, if any, or
interest, if any, on the Notes on the dates and in the manner provided in the
Notes and in this Indenture. An installment of principal of, or premium, if any,
or interest, if any, 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.

                Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States from
principal or interest payments hereunder.

                SECTION 4.02. Maintenance of Office or Agency.

                The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee and the
Holders of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

                SECTION 4.03. Existence as a Limited Liability Company.

                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 existence as a limited liability
company and the corporate or other existence of each of its Subsidiaries in
accordance with the respective organizational documents of each such Subsidiary
and the material rights (charter or statutory, as the case may be) and
franchises of the Company and each such Subsidiary; provided, however, that the
Company shall not be required to preserve, with respect to itself, any material
right or franchise and, with respect to any of its Subsidiaries, any such
existence, material right or franchise, if the Board of Directors of the
Company, shall determine in good faith that the preservation

                                     - 35 -

<PAGE>

thereof is no longer desirable in the conduct of the business of the Company and
its 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 Restricted Subsidiaries or its properties or any of its Restricted
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 Restricted 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 shall 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.

                (a) The Company shall, and shall cause each of its Restricted
Subsidiaries to, maintain its properties in good working order and condition in
all material respects (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 good faith judgment of the Board of
Directors or other governing body of the Company or the 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 or an agency
or instrumentality thereof, in such amounts, with such deductibles, and by such
methods as shall be 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 and each Guarantor shall deliver to the
Trustee, within ninety (90) days after the end of the Company's fiscal year, an
Officers' Certificate stating that a review of the activities of the Company and
its Restricted Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing Officers (one of whom is the principal executive
officer, principal financial officer or principal accounting officer) with a
view to determining whether they have kept, observed, performed and fulfilled
their obligations under this Indenture and further stating, as to each such
Officer signing such certificate, that to the best of such Officer's actual
knowledge the Company and its Restricted Subsidiaries during such preceding
fiscal year have kept, observed, performed and fulfilled each and every
condition and covenant under this Indenture 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 such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status with 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.

                                     - 36 -

<PAGE>

                (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 hereof 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 Default under this Indenture or the Notes, the Company
shall deliver to the Trustee, at its address set forth in Section 11.02, 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 within five (5) Business Days of
its 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, 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 financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole or the ability of the Company to perform its
obligations hereunder.

                SECTION 4.08. Reports to Holders.

                Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to
the Trustee and, upon request, to the Holders:

                (1) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Company and
its consolidated Subsidiaries (showing in reasonable detail, either on the face
of the financial statements or in the footnotes thereto and in Management's
Discussion and Analysis of Financial Condition and Results of Operations, the
financial condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company, if any) and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants; and

                (2) all current reports that would be required to be filed with
the Commission on Form 8-K if the Company were required to file such reports, in
each case within the time periods specified in the Commission's rules and
regulations.

                Notwithstanding the foregoing, the Company may satisfy such
requirements prior to the effectiveness of the registration statement
contemplated by the Registration Rights Agreement by filing with the Commission
such registration statement, to the extent that any such registration statement
contains substantially the same information as would be required to be filed by
the Company if it were subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, and by providing the

                                     - 37 -

<PAGE>

Trustee and the Holders with such Registration Statement (and any amendments
thereto) promptly following the filing thereof.

                In addition, following the consummation of the Exchange Offer,
whether or not required by the rules and regulations of the Commission, the
Company will file a copy of all such information and reports with the Commission
for public availability within the time periods specified in the Commission's
rules and regulations (unless the Commission will not accept such a filing). In
addition, the Company has agreed that, prior to the consummation of the Exchange
Offer, for so long as any Notes remain outstanding, it will furnish to the
Holders upon their request, the information required to be delivered pursuant to
Rule 144(A)(d)(4) under the Securities Act.

                The receipt by the Trustee of any such reports and documents
pursuant to this Section 4.08 shall not constitute notice or constructive notice
of any information contained in such documents or determinable from information
contained in such documents, including the Company's compliance with any
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
an Officers' Certificate).

                SECTION 4.09. Waiver of Stay, Extension or Usury Laws.

                The Company and each of the Guarantors 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 and each of the Guarantors from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company and each of the Guarantors 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.

                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:

                (1) declare or pay any dividend or make any distribution (other
than dividends or distributions payable in Qualified Capital Stock of the
Company and dividends and distributions payable to the Company or another
Restricted Subsidiary of the Company) on or in respect of shares of Capital
Stock of the Company or its Restricted Subsidiaries to holders of such Capital
Stock;

                (2) purchase, redeem or otherwise acquire or retire for value
any Capital Stock of the Company or any Restricted Subsidiary, other than any
such Capital Stock held by the Company or any Restricted Subsidiary;

                (3) 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 or any Guarantor that is subordinate or junior
in right of payment to the Notes or a Guarantee; or

                (4)     make any Investment (other than Permitted Investments);

                                     - 38 -

<PAGE>
(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) 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 (the amount expended for such purposes, if other than in
        cash, being the Fair Market Value of such property at the time of the
        making thereof) shall exceed the sum of:

                                (A)     50% of the cumulative Consolidated Net
                Income (or if cumulative Consolidated Net Income is a loss,
                minus 100% of such loss) of the Company earned during the period
                beginning on the first day of the fiscal quarter during which
                the Issue Date occurs and ending on the last day of the
                Company's most recent fiscal quarter ending prior to the date
                the Restricted Payment occurs for which financial statements are
                available (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 subsequent to the
                Issue Date and on or prior to the Reference Date of Qualified
                Capital Stock of the Company (excluding any net proceeds from an
                Equity Offering to the extent used to redeem Notes pursuant to
                the provisions described under Section 3.01); plus

                                (C) without duplication of any amounts included
                in clause (iii)(B) above, 100% of the aggregate net cash
                proceeds of any equity contribution received by the Company from
                a holder of the Company's Capital Stock subsequent to the Issue
                Date and on or prior to the Reference Date (excluding any net
                proceeds from an Equity Offering to the extent used to redeem
                Notes pursuant to the provisions described under Section 3.01);
                plus

                                (D) 100% of the aggregate net cash proceeds
                received from the issuance of Indebtedness or shares of
                Disqualified Capital Stock of the Company that have been
                converted into or exchanged for Qualified Capital Stock of the
                Company subsequent to the Issue Date and on or prior to the
                Reference Date; plus

                                (E) an amount equal to the sum of (i) the net
                reduction in the Investments (other than Permitted Investments)
                made by the Company or any Restricted Subsidiary in any Person
                resulting from repurchases, repayments or redemptions of such
                Investments by such Person, proceeds realized on the sale of
                such Investment and proceeds representing the return of capital
                (excluding dividends and distributions), in each case received
                by the Company or any Restricted Subsidiary, and (ii) to the
                extent such Person is an Unrestricted Subsidiary, the portion
                (proportionate to the Company's equity interest in such
                Subsidiary) of the fair market value of the net assets of such
                Unrestricted Subsidiary at the time such Unrestricted Subsidiary
                is designated a Restricted Subsidiary; provided, however, that
                the foregoing sum shall not exceed, in the case of any such
                Person or Unrestricted Subsidiary, the amount of Investments
                (excluding Permitted

                                     - 39 -

<PAGE>

                Investments) previously made (and treated as a Restricted
                Payment) by Parent or any Restricted Subsidiary in such Person
                or Unrestricted Subsidiary.

In the case of clauses (iii)(B) and (C) above, any net cash proceeds from
issuances and sales of Qualified Capital Stock of the Company financed directly
or indirectly using funds borrowed from the Company or any Subsidiary of the
Company, shall be excluded until and to the extent such borrowing is repaid.

                Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

                (1) the payment of any dividend or other distribution or
redemption within 60 days after the date of declaration of such dividend or call
for redemption if such payment would have been permitted on the date of
declaration or call for redemption;

                (2) the acquisition of any shares of Qualified Capital Stock of
the Company, either (i) solely in exchange for other shares of Qualified Capital
Stock of the Company or (ii) through the application of net proceeds of a sale
for cash (other than to a Subsidiary of the Company) of shares of Qualified
Capital Stock of the Company within 60 days after such sale;

                (3) the acquisition of any Indebtedness of the Company or the
Guarantors that is subordinate or junior in right of payment to the Notes and
Guarantees either (i) solely in exchange for shares of Qualified Capital Stock
of the Company, or (ii) through the application of net proceeds of (a) a sale
for cash (other than to a Subsidiary of the Company) within 60 days after such
sale of shares of Qualified Capital Stock of the Company or (b) if no Default or
Event of Default would exist after giving effect thereto, Refinancing
Indebtedness;

                (4) an Investment either (i) solely in exchange for shares of
Qualified Capital Stock of the Company or (ii) through the application of the
net proceeds of a sale for cash (other than to a Subsidiary of the Company) of
shares of Qualified Capital Stock of the Company within 60 days after such sale;

                (5) if no Default or Event of Default has occurred and is
continuing or would exist after giving effect thereto, the repurchase or other
acquisition of shares of Capital Stock of the Company from employees, former
employees, directors or former directors of the Company (or permitted
transferees of such employees, former employees, directors or former directors),
pursuant to the terms of the agreements (including employment agreements) or
plans (or amendments thereto) approved by the Board of Directors of the Company
under which such individuals purchase or sell or are granted the option to
purchase or sell, shares of such Capital Stock, other than any shares of Capital
Stock held by the Founders; provided, however, that the aggregate amount of such
repurchases and other acquisitions in any calendar year shall not exceed
$500,000;

                (6) in the event of a Change of Control, and if no Default shall
have occurred and be continuing or would exist after giving effect, the payment,
purchase, redemption, defeasance or other acquisition or retirement of
Indebtedness that is subordinated to the Notes or the Guarantees, in each case,
at a purchase price not greater than 101% of the principal amount of such
Indebtedness (or, if such Indebtedness was issued with original issue discount,
101% of the accreted value), plus any accrued and unpaid interest thereon;
provided, however, that prior to such payment, purchase, redemption, defeasance
or other acquisition or retirement, the Company has made a Change of Control
Offer with respect to the Notes as a result of such Change of Control and has
repurchased all Notes validly tendered and not withdrawn in connection with such
Change of Control Offer;

                                     - 40 -

<PAGE>

                (7) repurchases of Capital Stock deemed to occur upon exercise
of stock options, warrants or other similar rights if such Capital Stock
represents a portion of the exercise price of such options, warrants or other
similar rights;

                (8) payments or distributions to dissenting stockholders of
Capital Stock of the Company pursuant to applicable law, pursuant to or in
connection with a consolidation, merger or transfer of assets that complies with
the provisions of this Indenture applicable to mergers, consolidations and
transfers of all or substantially all of the property and assets of the Company
or any of its Restricted Subsidiaries;

                (9) the application of the proceeds from the issuance of the
Notes and borrowings under the Credit Agreement as described under the "Use of
Proceeds" section of the offering circular used in connection with the Offering;

                (10) with respect to each tax year that the Company qualifies as
a Flow Through Entity, the payment of Permitted Tax Distributions; provided,
that (A) before the first payment of Permitted Tax Distributions during the
calendar year the Company provides an Officers' Certificate to the effect that
the Company and each Subsidiary in respect of which the distributions are being
made qualify as Flow Through Entities for Federal income tax purposes and for
the states in respect of which the distributions are being made and (B) at the
time of the distribution, the most recent audited financial statements of the
Company provided to the Trustee pursuant to the covenant described under Section
4.08, provide that the Company and each such Subsidiary were treated as Flow
Through Entities for the period of the financial statements; and

                (11) if no Default shall have occurred and be continuing or
would exist after giving effect thereto, other Restricted Payments not to exceed
$2.5 million in the aggregate since the Issue Date.

                In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii) of the first
paragraph of this Section 4.10, amounts expended pursuant to clauses (1),
(2)(ii), 3(ii)(a), (4)(ii) and (11) shall be included in such calculation.

                Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company's latest available internal quarterly
financial statements.

                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.

                Except with respect to paragraph (b) below, with respect to all
Affiliate Transactions, the Company shall deliver an Officers' Certificate to
the Trustee certifying that such transactions are in compliance with clause
(a)(y) of the preceding paragraph. All Affiliate Transactions (and each series
of

                                     - 41 -

<PAGE>

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 $1.0 million shall be approved by a majority of the members of the
Board of Directors of the Company (including a majority of the disinterested
members thereof), 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 $5.0 million, the Company shall,
prior to the consummation thereof, obtain a favorable opinion as to the fairness
of the financial terms of such transaction or series of related transactions to
the Company or the relevant Restricted Subsidiary, as the case may be, from an
Independent Financial Advisor and file the same with the Trustee.

                (b) The restrictions set forth in the first paragraph of
this covenant shall not apply to:

                (1) reasonable fees and compensation paid to and indemnity
provided on behalf of, officers, directors, employees, consultants, counsel and
advisors 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;

                (2) transactions exclusively between or among the Company and
any of its Restricted Subsidiaries or exclusively between or among such
Restricted Subsidiaries, provided such transactions are not otherwise prohibited
by this Indenture;

                (3) any agreement as in effect as of the Issue Date or any
transaction contemplated thereby and any amendment thereto or 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;

                (4) Restricted Payments permitted by this Indenture;

                (5) any merger or other transaction with an Affiliate solely
for the purpose of reincorporating the Company in another jurisdiction or
creating a holding company of the Company; and

                (6) any employment, stock option, stock repurchase, employee
benefit compensation, business expense reimbursement, severance, termination or
other employment-related agreements, arrangements or plans entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business.

                SECTION 4.12. Limitation on Incurrence of Additional
Indebtedness.

                The Company will not, and will not permit any of its 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 the Company or any
of its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) if on the date of the incurrence of such Indebtedness the
Consolidated Fixed Charge Coverage Ratio of the Company will be, after giving
effect to the incurrence thereof, greater than 2.0 to 1.0.

                                     - 42 -

<PAGE>

                SECTION 4.13. Limitation on Dividend and Other Payment
Restrictions Affecting Restricted 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:

                (1) pay dividends or make any other distributions on or in
respect of its Capital Stock;

                (2) 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

                (3) 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:

                (a) applicable law, rule or regulation;

                (b) this Indenture;

                (c) customary non-assignment provisions of any lease of any
Restricted Subsidiary of the Company to the extent such provisions restrict the
transfer of the lease or the property leased thereunder;

                (d) 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;

                (e) the Credit Agreement (and all replacements or substitutions
thereof on terms no more adverse to the Holders and no less favorable or more
onerous to the Company and its Restricted Subsidiaries) and the Collateral
Agreements;

                (f) agreements existing on the Issue Date to the extent and in
the manner such agreements are in effect on the Issue Date; or

                (g) restrictions on the transfer of assets subject to any Lien
permitted hereunder;

                (h) restrictions imposed by any agreement to sell assets or
Capital Stock permitted hereunder to any Person pending the closing of such
sale;

                (i) provisions in joint venture agreements and other similar
agreements (in each case relating solely to the respective joint venture or
similar entity or the equity interests therein) entered into in the ordinary
course of business;

                (j) restrictions contained in the terms of the Purchase Money
Indebtedness or Capitalized Lease Obligations not incurred in violation of this
Indenture; provided, that such restrictions relate only to the assets financed
with such Indebtedness;

                (k) restrictions in other Indebtedness incurred in compliance
with the covenant described under Section 4.12, provided that such restrictions,
taken as a whole, are, in the good faith judgment of

                                     - 43 -

<PAGE>

the Company's Board of Directors, no more materially restrictive with respect to
such encumbrances and restrictions than those contained in the existing
agreements referenced in clauses (b), (e) and (f) above;

                (l) restrictions on cash or other deposits imposed by customers
under contracts or other arrangements entered into or agreed to in the ordinary
course of business; or

                (m) an agreement governing Indebtedness incurred to Refinance
the Indebtedness issued, assumed or incurred pursuant to an agreement referred
to in clause (b), (d), (e), (f), (j) or (k) 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 (b), (d), (e), (f), (j) or
(k).

                Nothing contained in this covenant shall prevent the Company or
any of its Restricted Subsidiaries from creating, incurring, assuming or
suffering to exist any Liens otherwise permitted in Section 4.18.

                SECTION 4.14. Additional Subsidiary Guarantees.

                If the Company or any of its Restricted Subsidiaries shall
organize, acquire or otherwise invest in another Person that is or becomes a
Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) that is not
a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary
that is not a Guarantor to:

                (1) execute and deliver to the Trustee a supplemental indenture
in form reasonably satisfactory to the Trustee pursuant to which such Domestic
Restricted Subsidiary shall unconditionally guarantee on a senior secured basis
all of the Company's obligations under the Notes and this Indenture on the terms
set forth herein;

                (2) (a) execute and deliver to the Collateral Agent such
amendments to the Collateral Agreements as the Collateral Agent deems necessary
or advisable in order to grant to the Collateral Agent, for the benefit of the
Holders and the Lenders, a perfected security interest in the Capital Stock of
such new Domestic Restricted Subsidiary and any debt securities of such new
Domestic Restricted Subsidiary, subject to the Permitted Liens, which are owned
by the Company or such new Domestic Restricted Subsidiary and required to be
pledged pursuant to the Security Agreement, (b) deliver to the Collateral Agent
any certificates representing such Capital Stock and debt securities, together
with (i) in the case of such Capital Stock, undated stock powers or instruments
of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt
securities, endorsed in blank, in each case executed and delivered by an Officer
of the Company or such Subsidiary, as the case may be;

                (3) take such actions necessary or as the Collateral Agent
reasonably determines to be advisable to grant to the Collateral Agent for the
benefit of the Holders a perfected security interest in the assets of such new
Domestic Restricted Subsidiary, subject to the Permitted Liens, including the
filing of Uniform Commercial Code financing statements in such jurisdictions as
may be required by the Security Agreement or by law or as may be reasonably
requested by the Collateral Agent;

                (4) take such further action and execute and deliver such other
documents specified herein or otherwise reasonably requested by the Trustee or
the Collateral Agent to effectuate the foregoing; and

                                     - 44 -

<PAGE>

                (5) deliver to the Trustee an Opinion of Counsel that such
supplemental indenture and any other documents required to be delivered have
been duly authorized, executed and delivered by such Domestic Restricted
Subsidiary and constitutes a legal, valid, binding and enforceable obligations
of such Domestic Restricted Subsidiary and such other opinions regarding the
perfection of such Liens in the assets of such Domestic Restricted Subsidiary as
provided for herein.

Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all
purposes of this Indenture.

                SECTION 4.15. Limitation on Change of Control.

                (a) Subject to the terms of the Credit Agreement, upon the
occurrence of a Change of Control, the Company shall make an offer to purchase
all outstanding Notes pursuant to the requirements described in clause (b) below
(the "Change of Control Offer") at a purchase price equal to 101% of the
principal amount thereof on the date of purchase plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase.

                (b) Within thirty (30) days following the date upon which the
Change of Control occurred, the Company shall send, by registered first-class
mail, postage prepaid, a notice to each record Holder as shown on the register
of Holders, 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 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 and not withdrawn shall be
        accepted for payment;

                (2) the purchase price (including the amount of accrued
        interest, if any) and the purchase date (which shall be no earlier than
        thirty (30) days nor later than sixty (60) 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 shall continue to accrue
        interest;

                (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 shall 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 shall be entitled to withdraw their election if
        the Paying Agent receives, not later than five (5) Business Days prior
        to 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 its election to have such
        Notes purchased;

                (7) that Holders whose Notes are purchased only in part shall be
        issued new Notes in a principal amount equal to the unpurchased portion
        of the Notes surrendered; provided that each

                                     - 45 -

<PAGE>

        Note purchased and each new Note issued shall be in an original
        principal amount of $1,000 or integral multiples thereof; and

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

                If any of the Notes subject to the Change of Control Offer is in
the form of a Global Note, then the Company shall modify such notice to the
extent necessary to comply with the procedures of the Depositary applicable to
repurchases.

     On or before the Change of Control Payment Date, the Company shall (i)
accept for payment Notes or portions thereof properly 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 (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly mail to the Holders of Notes so
tendered the purchase price for such Notes and the Company shall promptly issue
and the Trustee shall promptly authenticate and mail (or cause to be transferred
by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered; provided that each such new Note
shall be in a principal amount of $1,000 or an integral multiple thereof. Any
Notes not so accepted shall be promptly mailed by the Company to the Holders
thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying
Agent.

                Any amounts remaining after the purchase of Notes pursuant to a
Change of Control Offer shall be returned by the Trustee to the Company.

                Neither the Board of Directors of the Company nor the Trustee
may waive the Company's obligation to offer to purchase the Notes pursuant to
this Section 4.15.

                The Company shall 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 the
provisions of any securities laws or regulations conflict with the provisions
under 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.

                The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements of this Section 4.15 and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer.

                SECTION 4.16. Limitation on Asset Sales. The Company will not,
and will not permit any of its Restricted Subsidiaries to, consummate an Asset
Sale unless:

                (1) 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;

                (2) 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 any liabilities
        (as shown on the most recent applicable balance sheet) of the Company or
        such Restricted Subsidiary (other than liabilities that are by their
        terms subordinated to the Notes) that

                                     - 46 -

<PAGE>

        are assumed by the transferee of any such assets shall be deemed to be
        cash for purposes of this provision so long as the documents governing
        such liabilities provide that there is no further recourse to the
        Company or any of its Subsidiaries with respect to such liabilities; and

                (3) the Company shall apply, or cause such Restricted Subsidiary
        to apply, the Net Cash Proceeds relating to such Asset Sale within 360
        days of receipt thereof either:

                (a) to repay Indebtedness under the Credit Agreement and
permanently reduce the commitments thereunder;

                (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
long-term properties and assets that will be used in the business (including
expenditures for maintenance, repair or improvement of existing properties and
assets) of the Company and its Restricted Subsidiaries as existing on the Issue
Date or in businesses reasonably related thereto ("Replacement Assets"); or

                (c) a combination of prepayment and investment permitted by the
foregoing clauses (3)(a) and (3)(b).

                Pending the final application of Net Cash Proceeds, the Company
may temporarily reduce revolving credit borrowings or invest such Net Cash
Proceeds in Cash Equivalents. On the 361st 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 (3)(a), 3(b) or 3(c) of the preceding
paragraph (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 (3)(a), (3)(b) and (3)(c) of the
preceding paragraph (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 and all holders of other Applicable Indebtedness
containing provisions similar to those set forth in this Section 4.16 on a pro
rata basis, the maximum principal amount of Notes and such other Applicable
Indebtedness that may be purchased with the Net Proceeds Offer Amount at a price
equal to 100% of the principal amount thereof (or if such Indebtedness was
issued with original issue discount, 100% of the accreted value), plus accrued
and unpaid interest and Additional Interest thereon, if any, 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 on the date of such conversion or
disposition, as the case may be, and the Net Cash Proceeds thereof shall be
applied in accordance with this covenant.

                The Company may defer any Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $2.0
million resulting from one or more Asset Sales in which case the accumulation of
such amount shall constitute a Net Proceeds Offer Trigger Date (at which time,
the entire unutilized Net Proceeds Offer Amount, and not just the amount in
excess of $2.0 million, shall be applied as required pursuant to the immediately
preceding paragraph). Upon the completion of each Net Proceeds Offer, the Net
Proceeds Offer Amount will be reset at zero.

                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, which
transaction does not constitute a Change of Control, the successor entity shall
be

                                     - 47 -

<PAGE>

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
constituted an Asset Sale. In addition, the Fair 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.

                Each notice of a Net Proceeds Offer shall be mailed first class,
postage prepaid, to the record Holders as shown on the register of Holders
within 20 days following the Net Proceeds Offer Trigger Date, with a copy to the
Trustee, and shall comply with the procedures set forth in this Indenture. Upon
receiving notice of the Net Proceeds Offer, Holders may elect to tender their
Notes in whole or in part in integral multiples of $1,000 in exchange for cash.
To the extent Holders properly tender Notes in an amount exceeding the Net
Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro
rata basis (based on amounts tendered). 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 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 Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with 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 of such compliance.

                SECTION 4.17. Impairment of Security Interest.

                Subject to the Intercreditor Agreement, neither the Company nor
any of its Restricted Subsidiaries will take or omit to take any action which
would adversely affect or impair in any material respect the Liens in favor of
the Collateral Agent with respect to the Collateral. Neither the Company nor any
of its Domestic Restricted Subsidiaries shall grant to any Person (other than
the Collateral Agent), or permit any Person (other than the Collateral Agent),
to retain any interest whatsoever in the Collateral other than Permitted Liens.
Neither the Company nor any of its Restricted Subsidiaries will enter into any
agreement that requires the proceeds received from any sale of Collateral to be
applied to repay, redeem, defease or otherwise acquire or retire any
Indebtedness of any Person, other than as permitted by this Indenture, the
Notes, the Intercreditor Agreement and the Collateral Agreements. The Company
shall, and shall cause each Guarantor to, at their sole cost and expense,
execute and deliver all such agreements and instruments as the Collateral Agent
or the Trustee shall reasonably request to more fully or accurately describe the
property intended to be Collateral or the obligations intended to be secured by
the Collateral Agreements. The Company shall, and shall cause each Guarantor to,
at their sole cost and expense, file any such notice filings or other agreements
or instruments as may be reasonably necessary or desirable under applicable law
to perfect the Liens created by the Collateral Agreements at such times and at
such places as the Collateral Agent or the Trustee may reasonably request.

                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 (other than Permitted 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.

                                     - 48 -

<PAGE>

                SECTION 4.19. Conduct of Business.

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

                SECTION 4.20. Limitation on Issuances and Sales of Capital Stock
of Subsidiaries.

                The Company will not permit or cause any of its Restricted
Subsidiaries to issue or sell any Capital 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
or hold any Capital Stock of any Restricted Subsidiary of the Company or any
Lien or security interest therein (other than as required by applicable law);
provided, however, that this provision shall not prohibit (1) any issuance or
sale if, immediately after giving effect thereto, such Restricted Subsidiary
would no longer constitute a Restricted Subsidiary and any Investment in such
Person remaining after giving effect to such issuance or sale would have been
permitted to be made under Section 4.10 if made on the date of such issuance or
sale or (2) the sale of all of the Capital Stock of a Restricted Subsidiary in
compliance with the provisions of Section 4.16.

                SECTION 4.21. Real Estate Mortgages and Filings.

                With respect to any fee interest in any real property
(individually and collectively, the "Premises") (a) owned by the Company or a
Domestic Restricted Subsidiary on the Issue Date or (b) acquired by the Company
or a Domestic Restricted Subsidiary after the Issue Date, with (i) a purchase
price or (ii) as of the Issue Date, with a Fair Market Value, of greater than
$500,000, on the Issue Date in the case of clause (a) and within 90 days of the
acquisition thereof in the case of clause (b):

                (1) the Company shall deliver to the Collateral Agent, as
mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue
Date or the date of acquisition of such property, as the case may be, duly
executed by the Company or the applicable Domestic Restricted Subsidiary,
together with evidence of the completion (or satisfactory arrangements for the
completion), of all recordings and filings of such Mortgage as may be necessary
to create a valid, perfected Lien, subject to Permitted Liens, against the
properties purported to be covered thereby;

                (2) the Company shall deliver to the Collateral Agent
mortgagee's title insurance policies in favor of the Collateral Agent, as
mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the
Holders in an amount equal to 100% of the Fair Market Value of the Premises
purported to be covered by the related Mortgage, insuring that title to such
property is marketable and that the interests created by the Mortgage constitute
valid Liens thereon free and clear of all Liens, defects and encumbrances other
than Permitted Liens, and such policies shall also include, to the extent
available, a revolving credit endorsement and such other endorsements as the
Collateral Agent shall reasonably request and shall be accompanied by evidence
of the payment in full of all premiums thereon; and

                (3) the Company shall deliver to the Collateral Agent, with
respect to each of the covered Premises, the most recent survey of such
Premises, together with either (i) an updated survey certification in favor of
the Trustee and the Collateral Agent from the applicable surveyor stating that,
based on a visual inspection of the property and the knowledge of the surveyor,
there has been no change in the facts depicted in the survey or (ii) an
affidavit from the Company and the Guarantors stating that there has been no
change, other than, in each case, changes that do not materially adversely
affect the use by the Company or Guarantor, as applicable, of such Premises for
the Company or such Guarantor's business as so conducted, or intended to be
conducted, at such Premises.

                                     - 49 -

<PAGE>

                SECTION 4.22. Payments for Consent. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
pay or cause to be paid any consideration to or for the benefit of any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture, the Notes, the Registration Rights Agreement,
any Collateral Agreement or the Intercreditor Agreement unless such
consideration is offered to be paid or is paid to all Holders that consent,
waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

                SECTION 5.01. Merger, Consolidation and Sale of Assets. The
Company will 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:

                (1) either:

                (a) the Company shall be the surviving or continuing entity; or

                (b) 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, partnership or limited
        liability company 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, (i) by supplemental
        indenture (in form and substance reasonably satisfactory to the
        Trustee), executed and delivered to the Trustee, the due and punctual
        payment of the principal of, and premium, if any, interest and
        Additional Interest, if any, on all of the Notes and the 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
        thereunder and (ii) by amendment, supplement or other instrument (in
        form and substance reasonably satisfactory to the Trustee and the
        Collateral Agent), executed and delivered to the Trustee, all
        obligations of the Company under the Collateral Agreements, and in
        connection therewith shall cause such instruments to be filed and
        recorded in such jurisdictions and take such other actions as may be
        required by applicable law to perfect or continue the perfection of the
        Lien created under the Collateral Agreements on the Collateral owned by
        or transferred to the surviving entity;

                (2) immediately after giving effect to such transaction and the
assumption contemplated by clause (1)(b)(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, shall be able to incur at least $1.00
of additional Indebtedness (other than Permitted Indebtedness) in compliance
with Section 4.12;

                                     - 50 -

<PAGE>

                (3) immediately after giving effect to such transaction and the
assumption contemplated by clause (1)(b)(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

                (4) 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.

                For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries 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 the foregoing, in which the
Company is not surviving or the continuing corporation, the successor Person
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 every right and power of, the Company hereunder and the
Notes with the same effect as if such surviving entity had been named as such.
Upon such substitution, the Company and any Guarantors that remain Subsidiaries
of the Company shall be released from their obligations hereunder and the
Guarantees.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

                SECTION 6.01. Events of Default.

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

                (1) the failure to pay interest and Additional Interest, if any,
        on any Notes or any other amount (other than principal for the Notes)
        when the same becomes due and payable and the default continues for a
        period of 30 days;

                (2) the failure to pay the principal of or premium, if any, 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);

                (3) a default in the observance or performance of any other
        covenant or agreement contained in this Indenture (other than the
        payment of the principal of, or premium, if any, or interest and
        Additional Interest, if any, on any Note) or any Collateral Agreement
        which default continues for a period of 30 days after the Company
        receives written notice, stating expressly that it is intended to be a
        formal notice of default and 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

                                     - 51 -

<PAGE>

    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 thereof) the principal
        amount of any Indebtedness of the Company or any Restricted Subsidiary
        of the Company, or the acceleration of the final stated maturity of any
        such Indebtedness (which acceleration is not rescinded, annulled or
        otherwise cured within 20 days from the date of 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
        elapsed), aggregates $5.0 million or more at any time;

                (5) one or more judgments in an aggregate amount in excess of
        $5.0 million shall have been rendered against the Company or any of its
        Restricted Subsidiaries (other than any judgment as to which a reputable
        and solvent third party insurer or a reputable and solvent third party
        bonding company has accepted full coverage) 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 Significant Subsidiary (A) commences a
        voluntary case or proceeding under any Bankruptcy Code 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 Code, (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 Significant
        Subsidiary in an involuntary case or proceeding under any Bankruptcy
        Code, which shall (A) approve as properly filed a petition seeking
        reorganization, arrangement, adjustment or composition in respect of the
        Company or any Significant Subsidiary, (B) appoint a Custodian of the
        Company or any Significant Subsidiary 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 sixty (60) consecutive days;

                (8) any Collateral Agreement at any time for any reason shall
        cease to be in full force and effect in all material respects, or ceases
        to give the Collateral Agent the Liens, rights, powers and privileges
        purported to be created thereby, superior to and prior to the rights of
        all third Persons other than the holders of Permitted Liens and subject
        to no other Liens except as expressly permitted by the applicable
        Collateral Agreement;

                (9)     the Company or any of the Guarantors, directly or
        indirectly, contest in any manner the effectiveness, validity, binding
        nature or enforceability of any Collateral Agreement; or

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

                                     - 52 -

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                SECTION 6.02. Rights of the Company. So long as no Event of
Default has occurred and is continuing, and subject to certain terms and
conditions in this Indenture, the Credit Agreement, the Collateral Agreements
and the Intercreditor Agreement, the Company shall be entitled to receive all
cash dividends, interest and other payments made upon or with respect to the
Capital Stock of any of its Subsidiaries held as Collateral and to exercise any
voting, consensual and other rights pertaining to such Capital Stock. Upon the
occurrence and during the continuance of an Event of Default, subject to the
terms of the Intercreditor Agreement, upon notice from the Collateral Agent, (a)
all of the Company's rights to exercise such voting, consensual or other rights
shall cease and all such rights shall become vested in the Collateral Agent,
which, to the extent permitted by law, shall have the sole right to exercise
such voting, consensual or other rights, (b) all of the Company's rights to
receive all cash dividends, interest and other payments made upon or with
respect to the Collateral shall cease, and such cash dividends, interest and
other payments shall be paid to the Collateral Agent or the Lender, and (c) the
Collateral Agent may sell the Collateral or any part thereof in accordance with
the Collateral Agreements, subject to the terms of the Intercreditor Agreement.
All funds distributed under the Collateral Agreements by the Collateral Agent
shall be distributed by the Collateral Agent in accordance with the provisions
of the Intercreditor Agreement and this Indenture.

                SECTION 6.03. Acceleration.

                (a) If an Event of Default (other than an Event of Default
specified in Sections 6.01(6) or (7) above with respect to the Company) shall
occur and be continuing and has not been waived, the Trustee or the Holders of
at least 25% in principal amount of outstanding Notes may declare the principal
of and premium, if any, accrued interest and Additional Interest, if any, on all
the Notes to be due and payable 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"), and the same shall become immediately
due and payable.

                (b) If an Event of Default specified in Sections 6.01(6) or (7)
above with respect to the Company occurs and is continuing, then all unpaid
principal of, and premium, if any, and accrued and unpaid interest and
Additional Interest, if any, on all of the outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

                (c) At any time after a declaration of acceleration with respect
to the Notes as described in this Section 6.03(a) or (b), the Holders of a
majority in principal amount of the Notes may rescind and cancel such
declaration and its consequences: (1) if the rescission would not conflict with
any judgment or decree; (2) if all existing Events of Default have been cured or
waived except nonpayment of principal, premium, if any, interest or Additional
Interest, if any, that has become due solely because of the acceleration; (3) to
the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal and premium, if any, and
Additional Interest, if any, which has become due otherwise than by such
declaration of acceleration, has been paid; (4) if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its
reasonable expenses, disbursements and its advances; and (5) in the event of the
cure or waiver of an Event of Default of the type described in Section 7.01(8),
the Trustee shall have received an Officers' Certificate and an Opinion of
Counsel that such Event of Default has been cured or waived. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

                                     - 53 -

<PAGE>

                SECTION 6.04. 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, premium, if any, or
interest on the Notes or to enforce the performance of any provision of the
Notes, this Indenture, any Collateral Agreement or any Guarantee.

                The Trustee or the Collateral Agent 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, the Collateral Agent 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 6.05. Waiver of Past Defaults.

                Subject to Sections 2.09, 6.08 and 9.02, the Holders of a
majority in principal amount at maturity of the Notes may waive any existing
Default or Event of Default, and its consequences, except (other than as
provided in Section 6.03(c)) a default in the payment of the principal of or
premium, if any, interest or Additional Interest, if any, on any Notes or in
respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the Holder of each Note then outstanding. When
a Default or Event of Default is waived, it is cured and ceases.

                SECTION 6.06. Control by Majority.

                Subject to Section 2.09, the Holders of a majority in principal
amount at maturity 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 the Trustee, including, without
limitation, any remedies provided for in Section 6.04. Subject to Section 7.01
and 7.02(f), 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 6.07. Limitation on Suits.

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

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

                (2) subject to Section 2.09, Holders of at least 25% in
        principal amount at maturity of the outstanding Notes make a written
        request to the Trustee to institute proceedings in respect of that Event
        of Default;

                (3) such Holders offer to the Trustee security or 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
        sixty (60) days after receipt of the request and the offer of indemnity;
        and

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

                                     - 54 -

<PAGE>

                The foregoing limitations shall not apply to a suit instituted
by a Holder for the enforcement of the payment of principal of, premium, if any,
or interest on such Note on or after the respective due dates set forth in such
Note (including upon acceleration thereof) or the institution of any proceeding
with respect to this Indenture or any remedy hereunder, including without
limitation acceleration, by the Holders of a majority in principal amount at
maturity of outstanding Notes; provided that upon institution of any proceeding
or exercise of any remedy, such Holders provide the Trustee with prompt 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 6.08. Rights of Holders to Receive Payment.

                Notwithstanding any other provision of this Indenture, the right
of any Holder to receive payment of principal of, premium, if any, 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 6.09. Collection Suit by Trustee or Collateral Agent.

                If an Event of Default in payment of principal of, premium, if
any, or interest specified in Section 6.01(1) or (2) occurs and is continuing,
the Trustee and the Collateral Agent may recover judgment (i) in its own name
and (ii)(x) in the case of the Trustee, as trustee of an express trust or (y) in
the case of the Collateral Agent, as collateral agent on behalf of each of the
Secured Parties, in each case against the Company or any other obligor on the
Notes for the whole amount of principal, premium, if any, 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 at the rate set forth in Section 4.01 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,
the Collateral Agent and their respective agents and counsel and any other
amounts due the Trustee under the Collateral Agreements and Section 7.07 hereof.

                SECTION 6.10. Trustee May File Proofs of Claim.

                The Trustee is authorized to 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
agents and counsel, and any other amounts due the Trustee under the
Intercreditor Agreement, the Collateral Agreements and Section 7.07. The
Company's payment obligations under this Section 6.10 shall be secured in
accordance with the provisions of Section 7.07. 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.

                                     - 55 -

<PAGE>

                SECTION 6.11. Priorities.

                If the Trustee or the Collateral Agent collects any money or
property pursuant to this Article Six, it shall, subject to the terms of the
Intercreditor Agreement, pay out the money in the following order:

                First: to the Trustee, the Collateral Agent, the Paying Agent
and the Registrar for amounts due under Section 7.07 (including payment of all
compensation expense, all liabilities incurred and all advances made by the
Trustee and the costs and expenses of collection);

                Second: if the Holders are forced to proceed against the Company
directly without the Trustee, to Holders for their collection costs;

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

                Fourth: 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 6.11.

                SECTION 6.12. Undertaking for Costs.

                All parties to this Indenture agree, and each Holder by its
acceptance of its Note shall be deemed to have agreed, that 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 6.12 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.08, or a suit
by a Holder or Holders of more than 10% in principal amount at maturity of the
outstanding Notes.

                SECTION 6.13. Restoration of Rights and Remedies.

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

                                     - 56 -

<PAGE>

                                  ARTICLE SEVEN

                                     TRUSTEE

                SECTION 7.01. Duties of Trustee.

                The duties and responsibilities of the Trustee shall be as
provided by the TIA and as set forth herein.

                (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such 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 or
her own affairs.

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

                (1) the duties of the Trustee shall be determined solely by the
        express provisions of this Indenture and the TIA, and the Trustee need
        perform only those duties as are specifically set forth in this
        Indenture and no covenants or obligations shall be implied in or read
        into this Indenture against the Trustee; and

                (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; provided, however, in case of any such certificates or
        opinions furnished to the Trustee which by the provisions hereof are
        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; and

                (3) the Trustee shall not be liable with respect to any action
        it takes or omits to take in good faith in accordance with a direction
        received by it pursuant to Section 6.06.

                (d) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any liability. The Trustee shall
be under no obligation to exercise of any of its rights or powers under this
Indenture, the Intercreditor Agreement or the Collateral Agreements at the
request of any Holders unless such Holder has offered to the Trustee security
and indemnity satisfactory to the Trustee against such risk or liability is not
reasonably assured to it.

                (e) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (d) of this Section 7.01.

                                     - 57 -

<PAGE>

                (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. Money and assets held in trust by the Trustee need not be segregated
from other funds or assets held by the Trustee except to the extent required by
law.

                (g) The Trustee shall not be liable for the failure to perform
its duties and obligations hereunder to the extent such failure is directly
caused by the failure of the Company to perform its obligations hereunder.

                SECTION 7.02. Rights of Trustee.

                Subject to Section 7.01:

                (a) The Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement instrument, opinion, report, request direction, consent, order, bond,
note or other paper or 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. The written advice
of the Trustee's counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by the Trustee hereunder in good faith and in reliance
thereon.

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

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

                (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 and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice to the Company, to
examine the books, records and premises of the Company, personally or by agent
or attorney and to consult with the officers and representatives of the Company,
including the Company's accountants and attorneys. Except as expressly stated
herein to the contrary, in no event shall the Trustee have any responsibility to
ascertain whether there has been compliance with any of the covenants or
provisions of Articles Four or Five hereof.

                (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 shall not be required to give any bond or surety
in respect of the performance of its powers and duties hereunder.

                                     - 58 -

<PAGE>

                (h) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company and any resolution of the Board of Directors
shall be sufficient if evidenced by a copy of such resolution certified by an
Officer of the Company to have been duly adopted and in full force and effect on
the date hereof.

                (i) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and shall not be responsible for any willful misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

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

                (k) The Trustee shall not be deemed to have notice or be charged
with knowledge of any Default or Event of Default unless the Trustee shall have
received from the Company, any Guarantor or any other obligor upon the Notes or
from any Holder written notice thereof at its address set forth in Section 11.02
hereof, and such notice references the Notes and this Indenture.

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

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

                (n) The permissive right of the Trustee to take any action under
this Indenture or any Collateral Agreements shall not be construed as a duty to
so act.

                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 of this Indenture,
and the Trustee is subject to TIA Sections 310(b) and 311.

                SECTION 7.04. Trustee's Disclaimer.

                The Trustee makes no representation as to the validity, adequacy
or sufficiency of this Indenture, the Notes, the Intercreditor Agreement or the
Collateral Agreements, 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, the Notes, the Intercreditor Agreement, the
Collateral Agreements or any other documents in connection with the issuance of
the Notes other than the Trustee's certificate of authentication, which shall be
taken as the statement of Company, and the Trustee assumes no responsibility for
their correctness.

                                     - 59 -

<PAGE>

                Beyond the exercise of reasonable care in the custody thereof
and the fulfillment of its obligations under this Indenture and the Collateral
Documents, the Trustee shall have no duty as to any Collateral in its possession
or control or in the possession or control of any agent or bailee or any income
thereon or as to preservation of rights against prior parties or any other
rights pertaining thereto. The Trustee shall be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
its own property.

                The Trustee makes no representations as to and shall not be
responsible for the existence, genuineness, value, sufficiency or condition of
any of the Collateral or as to the security afforded or intended to be afforded
thereby, hereby or by any Collateral Document, or for the validity, perfection,
priority or enforceability of the Liens or security interests in any of the
Collateral created or intended to be created by any of the Collateral
Agreements, whether impaired by operation of law or by reason of any action or
omission to act on its part hereunder, except to the extent such action or
omission constitutes gross negligence or willful misconduct on the part of the
Trustee, for the validity or sufficiency of the Collateral, any Collateral
Agreements or any agreement or assignment contained in any thereof, for the
validity of the title of the Company or any Guarantor to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or
Liens upon the Collateral or otherwise as to the maintenance of the Collateral.
The Trustee shall have no duty to ascertain or inquire as to the performance or
observance of any of the terms of this Indenture or any other Collateral
Agreement by the Company or any other Person that is a party thereto or bound
thereby.

                SECTION 7.05. Notice of Default.

                If a Default or an Event of Default occurs and is continuing and
if a Trust Officer has actual knowledge or has received written notice from the
Company or any Holder, the Trustee shall mail to each Holder, with a copy to the
Company, notice of the Default or Event of Default within thirty (30) days
thereof. Except in the case of a Default or an Event of Default in payment of
principal of, premium, if any, or interest on, any Note, including an
accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer and, except in the case of a
failure to comply with Article Five, 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 sixty (60) days after each May 15, beginning with May 15,
2004, 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 by the Company with the Commission and
each stock exchange or market, if any, on which the Notes are listed or quoted.

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

                                     - 60 -

<PAGE>

                SECTION 7.07. Compensation and Indemnity.

                The Company shall pay to the Trustee, the Collateral Agent, the
Paying Agent and the Registrar (each an "Indemnified Party") from time to time
compensation for their respective services as Trustee, Collateral Agent, Paying
Agent or Registrar, as the case may be. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse each Indemnified Party upon request for all reasonable
out-of-pocket expenses incurred or made by it in connection with the performance
of its duties under, as the case may be, this Indenture, the Collateral
Agreements or the Intercreditor Agreement. Such expenses shall include the
reasonable fees and expenses of each of such Indemnified Party's agents and
counsel.

                The Company and the Guarantors hereby indemnify each Indemnified
Party and its agents, employees, stockholders and directors and officers for,
and holds each of them harmless against, any loss, cost, claim, liability or
expense (including taxes) incurred by any of them except for such actions to the
extent caused by any gross negligence or willful misconduct on the part of such
Indemnified Party, arising out of or in connection with this Indenture, the
Collateral Agreements or the Intercreditor Agreement, or the administration of
this trust, including the reasonable costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending
themselves against any claim or liability in connection with the exercise or
performance of any of their rights, powers or duties hereunder or thereunder
(including the reasonable fees and expenses of counsel). The Trustee shall
notify the Company promptly of any claim asserted against an Indemnified Party
for which such Indemnified Party has advised the Trustee that it may seek
indemnity hereunder or under the Collateral Agreements or Intercreditor
Agreement. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. At the Indemnified Party's sole
discretion, the Company shall defend the claim and the Indemnified Party shall
cooperate and may participate in the defense; provided that any settlement of a
claim shall be approved in writing by the Indemnified Party. Alternatively, the
Indemnified Party 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 shall not be required to pay such fees and expenses if
it assumes the Indemnified Party's defense and there is no conflict of interest
between the Company and the Indemnified Party in connection with such defense as
reasonably determined by the Indemnified Party. The Company need not pay for any
settlement made without its written consent, which consent shall not be
unreasonably withheld.

                To secure the Company's payment obligations in this Section
7.07, each Indemnified Party shall have a lien prior to the Notes on all
Collateral 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 which have been called for redemption.

                When an Indemnified Party incurs expenses or renders services
after an Event of Default specified in Section 6.01(6) occurs, such expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under
any Bankruptcy Code.

                The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture, termination of the
Collateral Agreements or the Intercreditor Agreement or the resignation or
removal of the Trustee.

                The Trustee shall comply with the provisions of TIA Section
312(b)(2) to the extent applicable.

                                     - 61 -

<PAGE>

                SECTION 7.08. Replacement of Trustee.

                The Trustee may resign by so notifying the Company. The Holders
of a majority in aggregate principal amount at maturity of the outstanding Notes
may remove the Trustee by so notifying the Company and the Trustee in writing
and may appoint a successor Trustee. The Company, by a Board Resolution, 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 with respect to the
Notes.

                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 in
writing 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
aggregate principal amount at maturity of the outstanding 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 and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, trusts, duties and obligations of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such Trustee so ceasing to act hereunder subject
nevertheless to its lien, if any, provided for in Section 7.07. Upon request of
the Company or the successor Trustee, such retiring Trustee shall at the expense
of the Company and upon payment of the charges of the Trustee then unpaid,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee or
the Holders of a majority in aggregate principal amount at maturity of the
outstanding Notes, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts. 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.

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

                If the Trustee fails to comply with Section 7.10, any Holder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

                The Company shall give notice of any resignation and any removal
of the Trustee and each appointment of a successor Trustee to all Holders in
writing. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

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                Notwithstanding any resignation or 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 to, another
Person, the resulting, surviving or transferee Person without any further act
shall, if such resulting, surviving or transferee Person is otherwise eligible
hereunder, be the successor Trustee; provided, however, that such Person shall
be otherwise qualified and eligible under this Article Seven.

                In case any Notes have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the
Notes so authenticated with the same effect as if such successor Trustee had
itself authenticated such Notes.

                SECTION 7.10. Eligibility; Disqualification.

                (a) This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2), (3) 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
$50,000,000 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. The provisions of TIA
Section 310 shall apply to the Company, as obligor of the Notes.

                (b) If the Trustee has or acquires a conflicting interest within
the meaning of the TIA, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the TIA and this Indenture.

                SECTION 7.11. Preferential Collection of Claims Against Company.

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

                SECTION 7.12. Trustee as Collateral Agent.

                References to the Trustee in Sections 7.01(f), 7.02, 7.03, 7.04,
and 7.07 shall include the Trustee in its role as Collateral Agent and Paying
Agent.

                SECTION 7.13. Co-Trustees, co-Collateral Agent and Separate
Trustees, Collateral Agent.

                (a) At any time or times, for the purpose of meeting the legal
requirements of any jurisdiction in which any of the Collateral may at the time
be located, the Company and the Trustee shall have the power to appoint, and,
upon the written request of the Trustee or of the Holders of at least 25%

                                     - 63 -

<PAGE>

in principal amount at maturity of the Notes outstanding, the Company shall for
such purpose join with the Trustee in the execution, delivery and performance of
all instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, of all or any part of the Collateral, to act as co-collateral agent,
jointly with the Collateral Agent, or to act as separate trustees or Collateral
Agent of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section 7.13. As of the Issue
Date, the Company hereby appoints U.S. Bank National Association as the initial
Collateral Agent and U.S. Bank National Association hereby accepts such
appointment and agrees to act and serve in such capacity. If the Company does
not join in such appointment within fifteen (15) days after the receipt by it of
a request so to do, or in case an Event of Default has occurred and is
continuing, the Trustee alone shall have the power to make such appointment.

                (b) Should any written instrument from the Company be required
by any co-trustee, co-Collateral Agent or separate trustee or separate
Collateral Agent so appointed for more fully confirming to such co-trustee or
separate trustee such property, title, right or power, any and all such
instruments shall, on request, be executed, acknowledged and delivered by the
Company.

                (c) Every co-trustee, co-collateral agent or separate trustee or
separate collateral agent shall, to the extent permitted by law, but to such
extent only, be appointed subject to the following terms, namely:

                (i) The Notes shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee.

                (ii) The rights, powers, duties and obligations hereby conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee or by the Trustee and such co-trustee or separate
trustee, or by the Collateral Agent and such co-Collateral Agent or separate
Collateral Agent, jointly as shall be provided in the instrument appointing such
co-trustee or separate trustee or co-Collateral Agent or separate Collateral
Agent, except to the extent that under any law of any jurisdiction in which any
particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee, Collateral Agent or co-Collateral Agent or separate Collateral Agent.

                (iii) The Trustee at any time, by an instrument in writing
executed by it, with the concurrence of the Company evidenced by a Board
Resolution, may accept the resignation of or remove any co-trustee or separate
trustee appointed under this Section 7.13, and, in case an Event of Default has
occurred and is continuing, the Trustee shall have power to accept the
resignation of, or remove, any such co-trustee, co-collateral agent, separate
trustee or separate collateral agent without the concurrence of the Company.
Upon the written request of the Trustee, the Company shall join with the Trustee
in the execution, delivery and performance of all instruments and agreements
necessary or proper to effectuate such resignation or removal. A successor to
any co-trustee, co-collateral agent, separate trustee or separate collateral
agent so resigned or removed may be appointed in the manner provided in this
Section 7.13.

                (iv) No co-trustee, co-collateral agent, separate trustee or
separate collateral agent hereunder shall be personally liable by reason of any
act or omission of the Trustee or the Collateral Agent, or any, other such
trustee or collateral agent hereunder.

                                     - 64 -

<PAGE>

                (v) Any act of Holders delivered to the Trustee shall be deemed
to have been delivered to each such co-trustee or separate trustee and any act
of Holders delivered to the Collateral Agent shall be deemed to have been
delivered to each such co-collateral agent or separate collateral agent.

                SECTION 7.14. Form of Documents Delivered to Trustee.

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

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

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

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

                SECTION 8.01. Legal Defeasance and Covenant Defeasance.

                (a) The Company may, at its option and at any time, elect to
have either paragraph (b) or paragraph (c) below be applied to the outstanding
Notes upon compliance with the applicable conditions set forth in paragraph (d).

                (b) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (b), the Company and the Guarantors shall be
deemed to have been released and discharged from their obligations with respect
to the outstanding Notes on the date the applicable conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such 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 the Sections
and matters under this Indenture referred to in (i) and (ii) below, and to have
satisfied all their other obligations under such Notes and this Indenture
insofar as such Notes are concerned, except for the following 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
paragraph (d) below and as more fully set forth in such paragraph payments in
respect of the principal of, and premium, if any, interest and Additional
Interest, if any, on such Notes when such payments are due, (ii) obligations
listed in Section 8.03, subject to compliance with this Section 8.01 and (iii)
the rights, powers, trusts, duties and

                                     - 65 -

<PAGE>

immunities of the Trustee and the Company's obligations in connection therewith.
The Company may exercise its option under this paragraph (b) notwithstanding the
prior exercise of its option under paragraph (c) below with respect to the
Notes.

                (c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company and its Restricted
Subsidiaries shall be released and discharged from their obligations under any
covenant contained in Article Five, Sections 4.05 and 4.08, and Sections 4.10
through 4.22 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 to be not "outstanding" for the purpose
of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, 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 of Default under Section
6.01(3) or 6.01(4), 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, Sections 6.01(3), 6.01(4), 6.01(5) and 6.01(6) shall not
constitute Events of Default.

                (d) The following shall be the conditions to application of
either paragraph (b) or paragraph (c) above to the outstanding Notes:

                (1) the Company must irrevocably deposit with the Trustee, in
        trust, for the benefit of the Holders cash in U.S. dollars, non-callable
        U.S. government obligations, or a combination thereof, in such amounts
        and at such times as will be sufficient, in the opinion of a nationally
        recognized firm of independent public accountants, to pay the principal
        of, premium, if any, interest and Additional Interest, if any, on the
        Notes on the stated date for payment thereof or on the applicable
        redemption date, as the case may be;

                (2) in the case of Legal Defeasance, the Company shall have
        delivered to the Trustee an Opinion of Counsel in the United States
        reasonably acceptable to the Trustee confirming that: (a) the Company
        has received from, or there has been published by, the Internal Revenue
        Service a ruling; or (b) since the date of the Indenture, there has been
        a change in the applicable federal income tax law, in either case to the
        effect that, and based thereon such Opinion of Counsel shall confirm
        that, the Holders will not recognize income, gain or loss for federal
        income tax purposes as a result of such Legal Defeasance and will be
        subject to federal income tax on the same amounts, in the same manner
        and at the same times as would have been the case if such Legal
        Defeasance had not occurred;

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

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<PAGE>

                (4) no Default or Event of Default shall have occurred and be
        continuing on the date of such deposit pursuant to clause (1) of this
        paragraph (except such Default or Event of Default resulting from the
        failure to comply with Section 4.12 as a result of the borrowing of
        funds required to effect such deposit) or insofar as Defaults or Events
        of Default from bankruptcy or insolvency events are concerned, at any
        time in the period ending on the 91st day after the date of such
        deposit;

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

                (6) the Company shall have delivered to the Trustee an Officers'
        Certificate stating that the deposit was not made by 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 or others;

                (7) 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; and

                (8) the Company shall have delivered to the Trustee an Opinion
        of Counsel (subject to customary qualifications and exclusions) to the
        effect that the trust resulting from the deposit does not constitute, or
        is qualified as, a regulated investment company under the Investment
        Company Act of 1940.

Notwithstanding the foregoing, the Opinion of Counsel required by Section
8.01(d)(2) above with respect to a Legal Defeasance need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (1) have become
due and payable or (2) shall become due and payable on the maturity date 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.

                In the event all or any portion of the Notes are to be redeemed
through such irrevocable trust, the Company must make arrangements reasonably
satisfactory to the Trustee, at the time of such deposit, for the giving of the
notice of such redemption or redemptions by the Trustee in the name and at the
expense of the Company.

                SECTION 8.02. Satisfaction and Discharge.

                In addition to the Company's rights under Section 8.01, the
Company may terminate all of its obligations under this Indenture (subject to
Section 8.03), when:

                (1)     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

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<PAGE>

                        (b) all Notes not theretofore delivered to the Trustee
                for cancellation (i) have become due and payable, (ii) will
                become due and payable at their stated maturity within one year
                or (iii) are to be called for redemption within one year under
                arrangements reasonably satisfactory to the Trustee, 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, interest and Additional Interest, if any, 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;

                (2) the Company has paid all other sums payable under this
        Indenture and the Collateral Agreements by the Company; and

                (3) the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel stating that all conditions
        precedent hereunder relating to the satisfaction and discharge of this
        Indenture have been complied with.

                SECTION 8.03. Survival of Certain Obligations.

                Notwithstanding the satisfaction and discharge of this Indenture
and of the Notes referred to in Section 8.01 or 8.02, the respective obligations
of the Company and the Trustee under Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.10, 2.13, 4.01, 4.02 and 6.08, Article Seven and Sections 8.05, 8.06 and
8.07 shall survive until the Notes are no longer outstanding, and thereafter the
obligations of the Company and the Trustee under Sections 7.07, 8.05, 8.06 and
8.07 shall survive.

                SECTION 8.04. Acknowledgment of Discharge by Trustee.

                Subject to Section 8.07, after (i) the conditions of Section
8.01 or 8.02 have been satisfied, (ii) the Company has paid or caused to be paid
all other sums payable hereunder by the Company and (iii) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent referred to in clause (i) above
relating to the satisfaction and discharge of this Indenture have been complied
with, the Trustee upon written request shall acknowledge in writing the
discharge of the Company's obligations under this Indenture except for those
surviving obligations specified in Section 8.03.

                SECTION 8.05. Application of Trust Moneys.

                The Trustee shall hold any U.S. Legal Tender or U.S. Government
Obligations deposited with it in the irrevocable trust established pursuant to
Section 8.01. The Trustee shall apply the deposited U.S. Legal Tender or the
U.S. Government obligations, together with earnings thereon, through the Paying
Agent, in accordance with this Indenture and the terms of the irrevocable trust
agreement established pursuant to Section 8.01, to the payment of principal of,
premium, if any, and interest on the Notes. Anything in this Article Eight to
the contrary notwithstanding, 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 8.01(d) 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.

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<PAGE>

                SECTION 8.06. Repayment to the Company; Unclaimed Money.

                Subject to Sections 7.07, 8.01 and 8.02, the Trustee and the
Paying Agent shall promptly pay to the Company upon written request from the
Company any excess U.S. Legal Tender or U.S. Government Obligations held by them
at any time. The Trustee and the Paying Agent shall pay to the Company, upon
receipt by the Trustee or the Paying Agent, as the case may be, of a written
request from the Company any money held by it for the payment of principal,
premium, if any, or interest that remains unclaimed for two years after payment
to the Holders is required, without interest thereon; provided, however, that
the Trustee and the Paying Agent before being required to make any payment may,
but need not, 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 thirty (30) days from the date
of such publication or mailing, any unclaimed balance of such money then
remaining shall be repaid to the Company, without interest thereon. After
payment to the Company, Holders entitled to money must look solely to the
Company for payment as general creditors unless an applicable abandoned property
law designated another Person, and all liability of the Trustee or Paying Agent
with respect to such money shall thereupon cease.

                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 Section 8.01 or 8.02 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
Section 8.01 or 8.02 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 Section 8.01 or 8.02; provided, however, that if the Company has made any
payment of premium, if any, or 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 receive such payment from the money 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.

                From time to time, the Company, the Guarantors, the Trustee and,
if such amendment, modification or supplement relates to any Collateral
Agreement, the Collateral Agent, without the consent of the Holders, may amend,
modify or supplement this Indenture, the Notes, the Guarantees and the
Collateral Agreements:

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

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

                (3) to provide for the assumption of the Company's or a
        Guarantor's obligations to Holders in the case of a merger or
        consolidation involving the Company or such Guarantor or sale of all or
        substantially all of the assets of the Company or such Guarantor or the
        release of a Guarantor to the extent permitted under this Indenture;

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<PAGE>

                (4) to make any change that would provide any additional rights
        or benefits to the Holders or that does not adversely affect the legal
        rights of any such Holder under this Indenture, the Notes, the
        Guarantees, the Registration Rights Agreement, the Intercreditor
        Agreement or the Collateral Agreements;

                (5) to comply with requirements of the Commission in order to
        effect or maintain the qualification of this Indenture under the TIA;

                (6) to allow any Subsidiary or any other Person to guarantee
        the Notes;

                (7) to release a Guarantor as permitted by this Indenture
        and the relevant Guarantee; or

                (8) if necessary, in connection with any addition or release
        of Collateral permitted under the terms of this Indenture or Collateral
        Agreements,

so long as such amendment, modification or supplement does not, in the opinion
of the Trustee and, if such amendment, modification or supplement relates to any
Collateral Agreement, the Collateral Agent, adversely affect the rights of any
of the Holders in any material respect.

                In formulating its opinion on such matters, each of the Trustee
and, if such amendment, modification or supplement relates to any Collateral
Agreement, the Collateral Agent, will be entitled to rely on such evidence as it
deems appropriate, including, without limitation, solely on an Opinion of
Counsel.

                SECTION 9.02. With Consent of Holders.

                Subject to Section 6.08, the Company and the Guarantors, when
authorized by a Board Resolution, and the Trustee or the Collateral Agent, as
applicable, together, with the written consent of the Holder or Holders of at
least a majority in aggregate principal amount at maturity of the outstanding
Notes (subject to Section 2.09), may amend or supplement this Indenture, the
Notes, any Collateral Agreement, the Intercreditor Agreement or the Guarantees
without notice to any other Holders. Subject to Section 6.08 and Section 2.09,
the Holder or Holders of a majority in aggregate principal amount at maturity of
the outstanding Notes may waive compliance by the Company with any provision of
this Indenture, any Collateral Agreement or the Notes without notice to any
other Holder. However, no amendment, supplement or waiver, including a waiver
pursuant to Section 6.05, shall without the consent of each Holder of each Note
affected thereby:

                (1) reduce the amount of Notes whose Holders must consent to
        an amendment, supplement or waiver of any provision of the 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,
        or Additional Interest on any Notes;

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

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

                (5) make any change in provisions of the Indenture protecting
        the right of each Holder to receive payment of principal of, premium, if
        any, interest and Additional Interest, if

                                     - 70 -

<PAGE>

        any, 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;

                (6) 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 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;

                (7) subordinate the Notes in right of payment to any other
        Indebtedness of the Company or any Guarantor;

                (8) release any Guarantor from any of its obligations under
        its Guarantee or the Indenture otherwise than in accordance with the
        terms of the Indenture;

                (9) release all or substantially all of the Collateral
        otherwise than in accordance with the terms of the Indenture and the
        Collateral Agreements; or

                (10) make any change to Section 9.01 or this Section 9.02.

                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. Compliance with TIA.

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

                SECTION 9.04. 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 and the Company received before the date on which
the Trustee and if such amendment, waiver or supplement relates to any
Collateral Agreement or the Intercreditor Agreement, the Collateral Agent,
receives an Officers' Certificate certifying that the Holders of the requisite
principal amount at maturity of Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver.

                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 either (i) at least
thirty (30) days prior to the first solicitation of such consent or (ii) the
date of the most recent list furnished to the Trustee under Section 2.05. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were

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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 ninety (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 (10) 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, premium, if
any, 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 9.05. Notation on or Exchange of Notes.

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

                SECTION 9.06. Trustee to Sign Amendments, Etc.

                The Trustee or the Collateral Agent, as applicable, shall
execute any amendment, supplement or waiver authorized pursuant to this Article
Nine; provided that the Trustee or the Collateral Agent, as applicable, may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the rights, duties or immunities of the Trustee or the Collateral
Agent, as applicable, under this Indenture, any Collateral Agreement or the
Intercreditor Agreement. The Trustee shall be entitled 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
and shall be paid for by the Company.

                SECTION 9.07. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article Nine shall conform to
the requirements of the TIA as then in effect.

                                   ARTICLE TEN

                                    GUARANTEE

                SECTION 10.01. Guarantee.

                Each Guarantor hereby fully, irrevocably and unconditionally,
jointly and severally, unconditionally and irrevocably guarantees (such
guarantee to be referred to herein as the "Guarantee"), to each of the Holders
and to the Trustee and the Collateral Agent and their respective successors and

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assigns that (i) the principal of, premium, if any and interest on the Notes
shall be promptly paid in full when due, subject to any applicable grace period,
whether upon redemption pursuant to the terms of the Notes, by acceleration or
otherwise, and interest on the overdue principal, if any, and interest on any
interest, if any, to the extent lawful, of the Notes and all other obligations
of the Company to the Holders, the Trustee and the Collateral Agent hereunder,
thereunder or under any Collateral Agreement or the Intercreditor Agreement
shall be promptly paid in full or performed, all in accordance with the terms
hereof, thereof and of the Collateral Agreements and Intercreditor Agreement;
and (ii) in case of any extension of time of payment or renewal of any of the
Notes or of any such other obligations, the same shall be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at stated maturity, by
acceleration or otherwise, subject, however, in the case of clauses (i) and (ii)
above, to the limitations set forth in Section 10.03. The Guarantee of each
Guarantor shall rank senior in right of payment to all existing and future
subordinated Indebtedness of such Guarantor and equal in right of payment with
all other existing and future senior obligations of such Guarantor, including
borrowings or guarantees of borrowings under the Credit Agreement. Each
Guarantor hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes, this
Indenture, any Collateral Agreement or the Intercreditor Agreement, the absence
of any action to enforce the same, any waiver or consent by any of the Holders
with respect to any provisions hereof or thereof, any release of any other
Guarantor, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes, this Indenture and in
this Guarantee. The obligations of each Guarantor are limited to the maximum
amount which, after giving effect to all other contingent and fixed liabilities
of such Guarantor and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under its Guarantee or pursuant to its contribution
obligations under this Indenture, shall result in the obligations of such
Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law. The net worth of any Guarantor
for such purpose shall include any claim of such Guarantor against the Company
for reimbursement and any claim against any other Guarantor for contribution.
Each Guarantor may consolidate with or merge into or sell its assets to the
Company or another Guarantor without limitation in accordance with Sections 5.01
and 4.16. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Company or any Guarantor, any
amount paid by the Company or any Guarantor to the Trustee, the Collateral Agent
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders, the Collateral Agent
and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six for the purposes
of this Guarantee notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any acceleration of such obligations as provided in
Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of this Guarantee.

                SECTION 10.02. Release of a Guarantor.

                A Guarantor will be released from its Guarantee (and may
subsequently dissolve) without any action required on the part of the Trustee or
any Holder:

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                (1) if (a) all of the Capital Stock issued by such Guarantor or
all or substantially all of the assets of such Guarantor are sold or otherwise
disposed of (including by way of merger or consolidation) to a Person other than
the Company or any of its Domestic Restricted Subsidiaries or (b) such Guarantor
ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the
extent applicable, with the covenant described below under Section 4.16, or

                (2) if the Company designates such Guarantor as an Unrestricted
Subsidiary in accordance with Section 4.10, or

                (3) if the Company exercises its Legal Defeasance option or its
Covenant Defeasance option as described in Section 8.01, or

                (4) upon satisfaction and discharge of this Indenture or payment
in full of the principal of, premium, if any, accrued and unpaid interest and
Additional Interest, if any, on the Notes and all other Obligations that are
then due and payable.

                The Trustee shall promptly deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate certifying as to the compliance with this Section
10.02. Any Guarantor not so released remains liable for the full amount of its
Guarantee as provided in this Article Ten.

                SECTION 10.03. Limitation of Guarantor's Liability.

                Each Guarantor and, by its acceptance hereof, each of the
Holders hereby confirms that it is the intention of all such parties that the
guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any Bankruptcy Code, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar Federal or state law. To effectuate the foregoing intention, the Holders
and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under the Guarantee shall be limited to the maximum amount as shall,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to Section 10.05, result in the
obligations of such Guarantor under the Guarantee not constituting such
fraudulent transfer or conveyance.

                SECTION 10.04. Guarantors May Consolidate, etc., on Certain
Terms.

                Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of this Section
10.04 and Section 4.16) will not, and the Company will not cause or permit any
Guarantor to, consolidate with or merge with or into any Person, other than the
Company or any other Guarantor unless:

                (1) the entity formed by or surviving any such consolidation or
merger (if other than the Guarantor) or to which such sale, lease, conveyance or
other disposition shall have been made is a corporation, partnership or limited
liability company organized and existing under the laws of the United States or
any State thereof or the District of Columbia;

                (2) such entity assumes (a) by supplemental indenture (in form
and substance reasonably satisfactory to the Trustee), executed and delivered to
the Trustee, all of the obligations of the Guarantor under the Guarantee and the
performance of every covenant of the Guarantee, this Indenture and the
Registration Rights Agreement and (b) by amendment, supplement or other
instrument (in form

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and substance satisfactory to the Trustee and the Collateral Agent) executed and
delivered to the Trustee and the Collateral Agent, all obligations of the
Guarantor under the Collateral Agreements and in connection therewith shall
cause such instruments to be filed and recorded in such jurisdictions and take
such other actions as may be required by applicable law to perfect or continue
the perfection of the Lien created under the Collateral Agreements on the
Collateral owned by or transferred to the surviving entity;

                (3) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing; and

                (4) immediately after giving effect to such transaction and the
use of any net proceeds therefrom on a pro forma basis, the Company could
satisfy the provisions of Section 5.01(2).

                Any merger or consolidation of (i) a Guarantor with and into the
Company (with the Company being the surviving entity) or another Guarantor or
(ii) a Guarantor or the Company with an Affiliate organized solely for the
purpose of reincorporating such Guarantor or the Company in another jurisdiction
in the United States or any state thereof or the District of Columbia need only
comply with:

                (A) clause (4) of Section 5.01; and

                (B) (x) in the case of a merger or consolidation involving the
Company as described in clause (ii) above, clause 1(b)(y) of the first paragraph
Section 5.01 and (y) in the case of a merger or consolidation involving the
Guarantor as described in clause (ii) above, clause (2) of this Section 10.04.

                SECTION 10.05. Contribution.

                In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that each Guarantor that makes a
payment or distribution under a Guarantee shall be entitled to a pro rata
contribution from each other Guarantor hereunder based on the net assets of each
other Guarantor. The preceding sentence shall in no way affect the rights of the
Holders of Notes to the benefits of this Indenture, the Notes or the Guarantees.

                SECTION 10.06. Waiver of Subrogation.

                Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.

                SECTION 10.07. Evidence of Guarantee.

                To evidence their guarantees to the Holders set forth in this
Article Ten, each of the Guarantors hereby agrees to execute the notation of
Guarantee in substantially the form included in the Notes attached as Exhibits A
and B. Each such notation of Guarantee shall be signed on behalf of each
Guarantor by an Officer or an assistant Secretary. An Officer (who shall, in
each case, have been duly authorized by all requisite corporate actions) of the
Guarantors shall execute the Guarantees by manual or facsimile signature.

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

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

                If an Officer or assistant Secretary whose signature is on this
Indenture or on the Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee
shall be valid nevertheless.

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

                SECTION 10.08. Waiver of Stay, Extension or Usury Laws.

                Each Guarantor covenants to the extent permitted by law 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 such Guarantor from performing its
Guarantee as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this
Guarantee; and each Guarantor hereby expressly waives to the extent permitted by
law 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.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

                SECTION 11.01. Trust Indenture Act Controls.

                If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. Any provision of the
TIA which is required to be included in a qualified Indenture, but not expressly
included herein, shall be deemed to be included by this reference.

                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 telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                if to the Company:

                        American Rock Salt Company LLC
                        3846 Retsof Road
                        Retsof, New York 14539
                        Attn.: Chief Financial Officer
                        Facsimile No.: (585) 243-9626

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<PAGE>

                if to the Trustee:

                        U.S. Bank National Association
                        60 Livingston Avenue
                        St. Paul, MN 55107-2292
                        Attn.: Frank Leslie
                        Facsimile No.: (651) 495-8097

                if to the Collateral Agent:

                        U.S. Bank National Association
                        60 Livingston Avenue
                        St. Paul, MN 55107-2292
                        Attn.: Frank Leslie
                        Facsimile No.: (651) 495-8097

                Each of the Company and the Trustee by written notice to each
other 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; 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 or a
notice sent by mail to the Trustee 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 in the manner provided above, it is duly
given, whether or not the addressee receives it.

                SECTION 11.03. Communications by Holders with Other Holders.

                Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture, any Collateral
Agreement, any Guarantee or the Notes. The Company, the Trustee, the Collateral
Agent, 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 or any Guarantor
to the Trustee to take any action under this Indenture or any Collateral
Agreement, 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 to be performed by the Company or the
        applicable Guarantor (as the case may be), if any, provided for in this
        Indenture or any Collateral Agreement relating to the proposed action
        have been complied with; and

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                (2) an Opinion of Counsel stating that, in the opinion of such
        counsel, all such conditions precedent to be performed by the Company or
        the applicable Guarantor (as the case may be), if any, provided for in
        this Indenture or any Collateral Agreement relating to the proposed
        action have been complied with.

                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 or any Collateral
Agreement, 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 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 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, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 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.

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                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 past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company, a Guarantor or the Trustee
shall not have any liability for any obligations of the Company or the
Guarantors under the Notes, the Guarantees, the Collateral Agreements or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder, by accepting a Note, waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

                SECTION 11.11. Successors.

                All agreements of the Company and the Guarantors in this
Indenture, the Notes, and the Guarantees shall bind their successors. All
agreements of the Trustee and the Collateral Agent in this Indenture shall bind
their respective 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, the
Notes or in the Guarantees 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.

                SECTION 11.14. Waiver of Jury Trial.

                EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE,
THE NOTES, THE GUARANTEES, THE COLLATERAL AGREEMENTS OR THE TRANSACTIONS
CONTEMPLATED BY THIS INDENTURE.

                                 ARTICLE TWELVE

                            AGREEMENT TO SUBORDINATE
                          SECURITY INTERESTS; SECURITY

                SECTION 12.01. Grant of Security Interest.

                (a) To secure the due and punctual payment of the principal
of, premium, if any, and interest on the Notes and amounts due hereunder and
under the Guarantees when and as the same shall be

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due and payable, whether on an Interest Payment Date, at maturity, by
acceleration, purchase, repurchase, redemption or otherwise, and interest on the
overdue principal of, premium, if any, and interest (to the extent permitted by
law), if any, on the Notes and the performance of all other Obligations of the
Company and the Guarantors to the Holders, the Collateral Agent or the Trustee
under this Indenture, the Collateral Agreements, the Guarantees and the Notes,
the Company and the Guarantors hereby covenant to cause the Collateral
Agreements to be executed and delivered concurrently with this Indenture.
Subject to the Intercreditor Agreement, the Collateral Agreements shall provide
for the grant by the Company and Guarantors party thereto to the Collateral
Agent security interests in the Collateral.

                (b) The Trustee and each Holder, by its acceptance of a Note,
consents and agrees to the terms of each Collateral Agreement and the
Intercreditor Agreement, as the same may be in effect or may be amended from
time to time in accordance with their respective terms, and authorizes and
directs the Collateral Agent to enter into the Collateral Agreements and the
Intercreditor Agreement and to perform its obligations and exercise its rights
thereunder in accordance therewith. The Company shall, and shall cause each of
its Domestic Restricted Subsidiaries to, do or cause to be done all such actions
and things as may be necessary or proper, or as may be required by the
provisions of the Collateral Agreements, to assure and confirm to the Collateral
Agent the security interests in the Collateral contemplated hereby and by the
Collateral Agreements, as from time to time constituted, so as to render the
same available for the security and benefit of this Indenture and of the Notes
and Guarantees secured hereby, according to the intent and purpose herein and
therein expressed. The Company shall, and shall cause each of its Domestic
Restricted Subsidiaries to, take any and all actions required or as may be
requested by the Collateral Agent to cause the Collateral Agreements to create
and maintain, as security for the Obligations contained in this Indenture, the
Notes, the Collateral Agreements and the Guarantees valid and enforceable,
perfected (except as expressly provided herein, therein or in the Intercreditor
Agreement) security interests in and on all the Collateral, in favor of the
Collateral Agent, superior to and prior to the rights of all third Persons, and
subject to no other Liens, in each case, except as expressly provided herein,
therein, or in the Intercreditor Agreement.

                SECTION 12.02. Intercreditor Agreement.

                This Indenture is subject to the terms, limitations and
conditions set forth in the Intercreditor Agreement. The Trustee and each Holder
of a Note, by its acceptance thereof, is deemed to have authorized and
instructed the Collateral Agent to enter into the Intercreditor Agreement on its
behalf.

                SECTION 12.03. Recording and Opinions.

                (a) The Company shall take or cause to be taken all action
required to perfect, maintain, preserve and protect the security interests in
the Collateral granted by the Collateral Agreements but subject to the
Intercreditor Agreement, including (i) the filing of financing statements,
continuation statements, collateral assignments and any instruments of further
assurance, in such manner and in such places as may be required by law to
preserve and protect fully the rights of the Holders, the Trustee and the
Collateral Agent under this Indenture and the Collateral Agreements to all
property comprising the Collateral, and (ii) the delivery of the certificates
evidencing the securities pledged under the Security Agreement, duly endorsed in
blank, it being understood that concurrently with the execution of this
Indenture the Company has delivered financing statements for filing by the
Initial Purchaser or its agents. The Company shall from time to time promptly
pay all financing and continuation statement recording and/or filing fees,
charges and taxes relating to this Indenture, the Collateral Agreements, the
Intercreditor Agreement and any amendments hereto or thereto and any other
instruments of further assurance required pursuant hereto or thereto.

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                (b) The Company shall furnish to the Trustee and the Collateral
Agent (if other than the Trustee), on or within one month of May 15 of each
year, commencing May 15, 2005, an Opinion of Counsel either (i) stating that, in
the opinion of such counsel, all action necessary to perfect the security
interests created by the Collateral Agreements and reciting the details of such
action or referring to prior Opinions of Counsel in which such details are given
have been taken or (ii) stating that, in the Opinion of such Counsel, no such
action is necessary to perfect any security interest created under any of the
Collateral Agreements.

                SECTION 12.04. Release of Collateral.

                (a) Subject to the Intercreditor Agreement, the Collateral Agent
shall not at any time release Collateral from the security interests created by
the Collateral Agreements unless such release is in accordance with the
provisions of this Indenture, the Intercreditor Agreement and the applicable
Collateral Agreements.

                (b) Subject to the Intercreditor Agreement, at any time when a
Default or an Event of Default shall have occurred and be continuing, no release
of Collateral pursuant to the provisions of this Indenture and the Collateral
Agreements shall be effective as against the Holders.

                (c) The release of any Collateral from the terms of the
Collateral Agreements shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to this Indenture and the Collateral Agreements
or pursuant to the Intercreditor Agreement. To the extent applicable, the
Company shall cause TIA Section 314(d) relating to the release of property from
the security interests created by this Indenture and the Collateral Agreements
to be complied with. Any certificate or opinion required by TIA Section 314(d)
may be made by an Officer of the Company, except in cases where TIA Section
314(d) requires that such certificate or opinion be made by an independent
Person, which Person shall be an independent engineer, appraiser or other expert
selected or approved by the Trustee in the exercise of reasonable care. A Person
is "independent" if such Person (a) is in fact independent, (b) does not have
any direct financial interest or any material indirect financial interest in the
Company or in any Affiliate of the Company and (c) is not an officer, employee,
promoter, underwriter, trustee, partner or director or person performing similar
functions to any of the foregoing for the Company. The Trustee and the
Collateral Agent shall be entitled to receive and rely upon a certificate
provided by any such Person confirming that such Person is independent within
the foregoing definition.

                (d) Notwithstanding any provision to the contrary herein,
Collateral comprised of accounts receivable, inventory or (prior to the
occurrence and during the continuance of an Event of Default) the proceeds of
the foregoing shall be subject to release upon sales of such inventory and
collection of the proceeds of such accounts receivable in the ordinary course of
business. If requested in writing by the Company, the Trustee shall instruct the
Collateral Agent to execute and deliver such documents, instruments or
statements and to take such other action as the Company may request to evidence
or confirm that the Collateral falling under this Section 12.04 has been
released from the Liens of each of the Collateral Agreements. The Collateral
Agent shall execute and deliver such documents, instruments and statements and
shall take all such actions promptly upon receipt of such instructions from the
Trustee.

                SECTION 12.05. Specified Releases of Collateral.

                Subject to Section 12.04, Collateral may be released from the
Lien and security interest created by the Collateral Agreements at any time or
from time to time in accordance with the provisions of the Collateral
Agreements, including the Intercreditor Agreement, or as provided hereby. Upon
the

                                     - 81 -

<PAGE>
request of the Company pursuant to an Officers' Certificate certifying that
all conditions precedent hereunder have been met and without the consent of any
Holder, the Company and the Guarantors will be entitled to releases of assets
included in the Collateral from the Liens securing the obligations under the
Notes and the Guarantees under any one or more of the following circumstances:

                (1) to enable the Company (or a Guarantor) to consummate asset
dispositions permitted or not prohibited under Section 4.16;

                (2) if any Subsidiary that is a Guarantor is released from its
Guarantee; or

                (3) as required pursuant to the terms of the Intercreditor
Agreement.

                Upon receipt of such Officers' Certificate and any necessary or
proper instruments of termination, satisfaction or release prepared by the
Company, the Collateral Agent shall execute, deliver or acknowledge such
instruments or releases to evidence the release of any Collateral permitted to
be released pursuant to this Indenture or the Collateral Agreements, including
the Intercreditor Agreement.

                SECTION 12.06. Release upon Satisfaction or Defeasance of all
Outstanding Obligations.

                The Liens on, and pledges of, all Collateral will also be
terminated and released upon (i) payment in full of the principal of, premium,
if any, on, accrued and unpaid interest and Additional Interest, if any, on the
Notes and all other Obligations hereunder, the Guarantees and the Collateral
Agreements that are due and payable at or prior to the time such principal,
premium, if any, accrued and unpaid interest and Additional Interest, if any,
are paid, (ii) a satisfaction and discharge of this Indenture as described above
under Section 8.02 and (iii) the occurrence of a Legal Defeasance or Covenant
Defeasance as described above under Section 8.01.

                SECTION 12.07. Form and Sufficiency of Release.

                In the event that the Company or any Guarantor has sold,
exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise
dispose of any portion of the Collateral that may be sold, exchanged or
otherwise disposed of by the Company or such Guarantor, and the Company or such
Guarantor requests the Trustee or the Collateral Agent to furnish a written
disclaimer, release or quit-claim of any interest in such property under this
Indenture and the Collateral Agreements, the Collateral Agent and the Trustee,
as applicable, shall execute, acknowledge and deliver to the Company or such
Guarantor (in proper form) such an instrument promptly after satisfaction of the
conditions set forth herein for delivery of any such release. Notwithstanding
the preceding sentence, all purchasers and grantees of any property or rights
purporting to be released herefrom shall be entitled to rely upon any release
executed by the Collateral Agent hereunder as sufficient for the purpose of this
Indenture and as constituting a good and valid release of the property therein
described from the Lien of this Indenture or of the Collateral Agreements.

                SECTION 12.08. Purchaser Protected.

                No purchaser or grantee of any property or rights purporting to
be released herefrom shall be bound to ascertain the authority of the Trustee or
the Collateral Agent to execute the release or to inquire as to the existence of
any conditions herein prescribed for the exercise of such authority; nor shall
any purchaser or grantee of any property or rights permitted by this Indenture
to be sold or otherwise disposed of by the Company be under any obligation to
ascertain or inquire into the authority of the Company to make such sale or
other disposition.

                                     - 82 -

<PAGE>

                SECTION 12.09. Authorization of Actions to Be Taken by the
Collateral Agent Under the Collateral Agreements.

                Subject to the provisions of the applicable Collateral
Agreements and the Intercreditor Agreement, (a) the Collateral Agent shall
execute and deliver the Collateral Agreements and the Intercreditor Agreement
and act in accordance with the terms thereof, (b) the Collateral Agent may, in
its sole discretion and without the consent of the Trustee or the Holders, take
all actions it deems necessary or appropriate in order to (i) enforce any of the
terms of the Collateral Agreements and (ii) collect and receive any and all
amounts payable in respect of the Obligations of the Company and the Guarantors
hereunder and under the Notes, the Guarantees, the Collateral Agreements and the
Intercreditor Agreement and (c) the Collateral Agent shall have power to
institute and to maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any act that may be unlawful or in
violation of the Collateral Agreements or this Indenture, and suits and
proceedings as the Collateral Agent may deem expedient to preserve or protect
its interests and the interests of the Trustee and the Holders in the Collateral
(including the power to institute and maintain suits or proceedings to restrain
the enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest thereunder or be prejudicial to the interests of
the Holders, the Trustee or the Collateral Agent). Notwithstanding the
foregoing, the Collateral Agent may, at the expense of the Company, request the
direction of the Holders with respect to any such actions and upon receipt of
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Notes, shall take such actions; provided that all
actions so taken shall, at all times, be in conformity with the requirements of
the Intercreditor Agreement.

                SECTION 12.10. Authorization of Receipt of Funds by the
Collateral Agent Under the Collateral Agreements.

                The Collateral Agent is authorized to receive any funds for the
benefit of itself, the Trustee and the Holders distributed under the Collateral
Agreements and the Intercreditor Agreement to the extent permitted under the
Intercreditor Agreement, for turnover to the Trustee to make further
distributions of such funds to itself, the Collateral Agent and the Holders in
accordance with the provisions of Section 6.11 and the other provisions of this
Indenture.

                                     - 83 -

<PAGE>

                                   SIGNATURES

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

                             AMERICAN ROCK SALT COMPANY LLC


                             By: /s/ Neil L. Cohen
                                 -----------------------------------------------
                                 Name:  Neil L. Cohen
                                 Title: Vice Chairman

                             U.S. BANK NATIONAL ASSOCIATION, as Trustee


                             By: /s/  Frank P. Leslie, III
                                 -----------------------------------------------
                                 Name:  Neil L. Cohen
                                 Title: Vice President

                             U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent


                             By: /s/  Frank P. Leslie, III
                                 -----------------------------------------------
                                 Name:  Neil L. Cohen
                                 Title: Vice President




                                                                       Indenture

<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

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

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A)
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH AMERICAN ROCK SALT COMPANY LLC OR ANY
AFFILIATE OF AMERICAN ROCK SALT COMPANY LLC WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO AMERICAN ROCK SALT COMPANY LLC OR
ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO AMERICAN ROCK SALT COMPANY LLC'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR

                                       A-1

<PAGE>

OTHER INFORMATION SATISFACTORY TO EACH OF THEM. IN EACH OF THE FOREGOING CASES,
A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY SHALL BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                                       A-2

<PAGE>

                         AMERICAN ROCK SALT COMPANY LLC

                      9 1/2% SENIOR SECURED NOTES DUE 2014

CUSIP No. [        ]
No. [      ]                                                         $[        ]

        American Rock Salt Company LLC, a New York limited liability company
(the "Company," which term includes any successor entity), for value received
promises to pay to _______________ or registered assigns the principal sum of
_______________ DOLLARS (or such principal amount as may be set forth in the
records of the Trustee hereinafter referred to in accordance with the Indenture)
on March 15, 2014, and to pay interest thereon as hereinafter set forth.

                Interest Rate: 9 1/2%

                Interest Payment Dates: Interest will be payable semi-annually
in cash in arrears on March 15 and September 15 of each year, beginning on
September 15, 2004.

                Record Dates: March 1 and September 1.

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

                IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officer.

                                                 AMERICAN ROCK SALT COMPANY LLC


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

Dated: [       ]

                                       A-3

<PAGE>

                      TRUSTEE CERTIFICATE OF AUTHENTICATION

                This is one of the 9 1/2% Senior Secured Notes due 2014 referred
to in the within-mentioned Indenture.

                                                 U.S. BANK NATIONAL ASSOCIATION,
                                                  as Trustee

Dated: [        ]                                By:
                                                    ----------------------------
                                                    Authorized Signatory

                                       A-4

<PAGE>

                              (REVERSE OF SECURITY)

                       9 1/2% Senior Secured Note due 2014

                1. Interest. American Rock Salt Company LLC, a New York limited
liability company (the "Company"), promises to pay interest on the principal
amount of this Note at the rate per annum shown above. Interest on the Note will
accrue from the most recent date on which interest has been paid or, if no
interest has been paid, from and including the date of issuance. The Company
will pay interest semi-annually in arrears on each Interest Payment Date,
commencing September 15, 2004. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.

                [FOR REGULATION S TEMPORARY GLOBAL NOTES INSERT: Until this
Regulation S Temporary Global Note is exchanged for one or more Regulation S
Permanent Global Notes, the Holder hereof shall not be entitled to receive
payments of interest hereon; until so exchanged in full, this Regulation S
Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.]

                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 cancelled on registration of transfer or
registration of exchange after such Record Date, and on or before such Interest
Payment 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 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, U.S. Bank National
Association (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 Notes were issued under an Indenture, dated as
of March 17, 2004 (the "Indenture"), among the Company, the Guarantors named
therein and the Trustee. Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as
in effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of such terms. The Notes
are senior secured obligations of the Company. 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.

                                       A-5

<PAGE>

                5. Redemption.

                (a) Optional Redemption Prior to March 15, 2009. At any time
prior to March 15, 2009, the Company may, at its option, on one or more
occasions redeem all or part of the Notes at a redemption price equal to the
greater of (1) 100% of the principal amount of the Notes being redeemed and (2)
the sum of the present values of 104.750% of the principal amount of the Notes
being redeemed and scheduled payments of interest on such Notes to and including
March 15, 2009 discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points, together in either case with accrued and unpaid
interest, if any, to the date of redemption.

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

                "Comparable Treasury Issue" means the United States Treasury
security selected by a Reference Treasury Dealer appointed by the Company as
having a maturity comparable to the remaining term of the Notes (as if the final
maturity of the Notes was March 15, 2009) that would be utilized at the time of
selection and in accordance with customary financial practice in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes (as if the final maturity of the Notes was March 15, 2009).

                "Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations (as defined below) for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotation or (B) if the Company obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.

                "Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.

                "Reference Treasury Dealer" means any primary U.S. government
securities dealer in the City of New York selected by the Company.

                (b) Optional Redemption on or After March 15, 2009. The Notes
will be redeemable at the option of the Company, in whole or in part, at any
time on or after March 15, 2009, at the following redemption prices (expressed
as percentages of the principal amount

                                       A-6

<PAGE>

thereof) if redeemed during the twelve-month period commencing on March 15 of
the year set forth below, plus, in each case, accrued and unpaid interest and
Additional Interest, if any, thereon to the redemption date:

                Year                                    Percentage
                ----                                    ----------
                2009 ..................................  104.750%
                2010 ..................................  103.167%
                2011 ..................................  101.583%
                2012 and thereafter ...................  100.000%

                (c) Optional Redemption upon Equity Offerings. At any time, or
from time to time, prior to March 15, 2007, the Company may, at its option, use
an amount not to exceed the net cash proceeds of one or more Equity Offerings to
redeem up to 35% of the aggregate principal amount of the Notes (which includes
Additional Notes, if any) originally issued under the Indenture at a redemption
price equal to 109.5% of the aggregate principal amount thereof, plus accrued
and unpaid interest and Additional Interest thereon, if any, to the redemption
date. In order to effect the foregoing redemption with the proceeds of any
Equity Offering, at least 65% of the original principal amount of the Notes
issued under the Indenture must remain outstanding immediately after any such
redemption and the Company must effect such redemption not more than 120 days
after the consummation of any such Equity Offering.

                6. Notice of Redemption. Notice of redemption will 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 such Holder's
registered address. If fewer than all of the Notes are to be redeemed, at any
time, selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee deems to be fair and
appropriate; provided that no partial redemption will reduce the principal
amount of a Note not redeemed to a denomination of less than $1,000; and
provided, further, that any such partial redemption made with the proceeds of an
Equity Offering will be made only on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of the DTC or any other
depository) unless such method is otherwise prohibited. Notes in denominations
of $1,000 or more may be redeemed in part.

                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 sufficient to pay such
redemption price plus accrued and unpaid interest and Additional Interest, if
any, the Notes called for redemption will cease to bear interest from and after
such redemption date, and the only remaining right of the Holders of such Notes
will be to receive payment of the redemption price plus accrued and unpaid
interest and Additional Interest, if any, as of the redemption date upon
surrender to the Paying Agent of the Notes redeemed.

                7. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture
provide that upon the occurrence of a Change of Control and 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.

                                       A-7

<PAGE>

                8. Registration Rights. Pursuant to the Registration Rights
Agreement between the Company and the Initial Purchaser, the Company will be
obligated to consummate an exchange offer. Upon such exchange offering, the
Holders of Notes shall have the right, subject to compliance with securities
laws, to exchange such Notes for 9 1/2% Senior Secured Notes due 2014, which
have been registered under the Securities Act (the "Exchange Notes"), in like
principal amount and having terms identical in all material respects to the
Initial Notes. The Holders of the Initial Notes shall be entitled to receive
certain additional interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.

                9. Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder shall register the transfer of 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 any taxes, fees 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 and the Notes of which it is composed 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 may
pay the money without interest thereon 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 and interest on the Notes to
redemption or stated 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 and Additional
Interest, if any, on the Notes).

                13. Amendment; Supplement; Waiver. Subject to certain
exceptions, the Indenture, the Notes or the Guarantees, if any, may be amended
or supplemented with the written consent of the Holders of at least a majority
in aggregate principal amount at maturity 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
principal amount at maturity of the Notes then outstanding. Without consent of
any Holder, the parties thereto may amend or supplement the Indenture, the Notes
or the Guarantees, if any, to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes or Guarantees, if any, in
addition to or in place of certificated Notes or Guarantees, if any, comply with
the TIA, 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

                                       A-8

<PAGE>

Indebtedness or Liens, make payments in respect of their Capital Stock or
certain Indebtedness, enter into transactions with Affiliates, create dividend
or other payment restrictions affecting Subsidiaries, 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. 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, the
Guarantees, if any, 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 at maturity 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 except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount at maturity 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. Subject to the terms of the
TIA and the Indenture, 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 Affiliates as if it were
not the Trustee.

                18. No Recourse Against Others. No past, present or future
member, manager, director, officer, employee or incorporator, as such, of the
Company or the Guarantors, if any, shall have any liability for any obligation
of the Company under the Notes, the Guarantees, if any, the Collateral
Agreements or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. 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. Guarantees. Payment of principal and interest and Additional
Interest, if any (including interest on overdue principal and overdue interest,
if lawful), is unconditionally guaranteed, jointly and severally, by each of the
Guarantors. As of the Issue Date, there were no Guarantors.

                20. Intercreditor Agreement. Each Holder, by its acceptance of
its Note, agrees to be bound by the terms of the Intercreditor Agreement and all
such replacement Intercreditor Agreements and each of the Guarantors, if any,
and the Holders hereby authorize the Trustee and the Collateral Agent to bind
the Holders to the extent provided in the Intercreditor Agreement.

                                       A-9

<PAGE>

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

                22. Governing Law. The laws of the State of New York shall
govern this Note, the Guarantees, if any, the Collateral Agreements and the
Indenture, without regard to principles of conflict of laws.

                23. 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).

                24. Security. The Company's and Guarantors', if any, obligations
under the Notes are secured by liens on the Collateral pursuant to the terms of
the Collateral Agreements. The actions of the Trustee and the Holders of the
Notes secured by such liens and the application of proceeds from the enforcement
of any remedies with respect to such Collateral are limited pursuant to the
terms of the Collateral Agreements.

                25. 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 thereon.

                The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture. Requests may be made to:
American Rock Salt Company LLC, 3486 Retsof Road, Retsof, New York 14539.

                                      A-10

<PAGE>

                                 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.

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

Signature Guarantee: _________________________________

                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) March 17, 2006, 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

(3) ______      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) ______      outside the United States to a person other than a "U.S. person"
                in compliance with Rule 904 of Regulation S under the Securities
                Act; or

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

                                      A-11

<PAGE>

(6) ______      pursuant to an effective registration statement under 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 (5) 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) or (4)) 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 2.15 of the Indenture
shall have been satisfied.

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

Signature Guarantee:____________________________________


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

                The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
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.

Dated: ______________________   _______________________________________________
                                NOTICE:  To be executed by an executive officer






                                      A-12

<PAGE>

                       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:________________________

                                      A-13

<PAGE>

                                                                       EXHIBIT B

                             [FORM OF EXCHANGE NOTE]

                         AMERICAN ROCK SALT COMPANY LLC

                      9 1/2% SENIOR SECURED NOTES DUE 2014

CUSIP No. [        ]
No. [    ]                                                           $[        ]

                American Rock Salt Company LLC, a New York limited liability
company (the "Company," which term includes any successor entity), for value
received promises to pay to ___________________ or registered assigns the
principal sum of _______________ DOLLARS (or such principal amount as may be set
forth in the records of the Trustee hereinafter referred to in accordance with
the Indenture) on March 15, 2014, and to pay interest thereon as hereinafter set
forth.

                Interest Rate: 9 1/2%

                Interest Payment Dates: Interest will be payable semi-annually
in cash in arrears on March 15 and September 15 of each year, beginning on
September 15, 2004.

                Record Dates: March 1 and September 1.

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

                IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officer.

                                                 AMERICAN ROCK SALT COMPANY LLC


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

Dated: [       ]

                                       B-1

<PAGE>

                      TRUSTEE CERTIFICATE OF AUTHENTICATION

                This is one of the 9 1/2% Senior Secured Notes due 2014 referred
to in the within-mentioned Indenture.

                                                 U.S. BANK NATIONAL ASSOCIATION,
                                                 as Trustee

Dated: [        ]                                By:
                                                     ---------------------------
                                                     Authorized Signatory

                                       B-2

<PAGE>

                              (REVERSE OF SECURITY)

                       9 1/2% Senior Secured Note due 2014

                1. Interest. American Rock Salt Company LLC, a New York limited
liability company (the "Company"), promises to pay interest on the principal
amount of this Note at the rate per annum shown above. Interest on the Note will
accrue from the most recent date on which interest has been paid or, if no
interest has been paid, from and including the date of issuance. The Company
will pay interest semi-annually in arrears on each Interest Payment Date,
commencing September 15, 2004. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.

                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 cancelled on registration of transfer or
registration of exchange after such Record Date, and on or before such Interest
Payment 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 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, U.S. Bank National
Association (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 Notes were issued under an Indenture, dated as
of March 17, 2004 (the "Indenture"), among the Company, the Guarantors named
therein and the Trustee. Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as
in effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of such terms. The Notes
are senior secured obligations of the Company. 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. Redemption.

                (a) Optional Redemption Prior to March 15, 2009. At any time
prior to March 15, 2009, the Company may, at its option, on one or more
occasions redeem all or part of the Notes at a redemption price equal to the
greater of (1) 100% of the principal amount of the Notes being redeemed and (2)
the sum of the present values of 104.750% of the principal amount

                                       B-3

<PAGE>

of the Notes being redeemed and scheduled payments of interest on such Notes to
and including March 15, 2009 discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 50 basis points, together in either case with accrued
and unpaid interest, if any, to the date of redemption.

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

                "Comparable Treasury Issue" means the United States Treasury
security selected by a Reference Treasury Dealer appointed by the Company as
having a maturity comparable to the remaining term of the Notes (as if the final
maturity of the Notes was March 15, 2009) that would be utilized at the time of
selection and in accordance with customary financial practice in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes (as if the final maturity of the Notes was March 15, 2009).

                "Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations (as defined below) for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotation or (B) if the Company obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.

                "Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.

                "Reference Treasury Dealer" means any primary U.S. government
securities dealer in the City of New York selected by the Company.

                (b) Optional Redemption on or After March 15, 2009. The Notes
will be redeemable at the option of the Company, in whole or in part, at any
time on or after March 15, 2009, at the following redemption prices (expressed
as percentages of the principal amount thereof) if redeemed during the
twelve-month period commencing on March 15 of the year set forth below, plus, in
each case, accrued and unpaid interest, if any, thereon to the redemption date:

                                       B-4

<PAGE>

                Year                                    Percentage
                ----                                    ----------
                2009 .................................  104.750%
                2010 .................................  103.167%
                2011 .................................  101.583%
                2012 and thereafter ..................  100.000%

                (c) Optional Redemption upon Equity Offerings. At any time, or
from time to time, prior to March 15, 2007, the Company may, at its option, use
an amount not to exceed the net cash proceeds of one or more Equity Offerings to
redeem up to 35% of the aggregate principal amount of the Notes (which includes
Additional Notes, if any) originally issued under the Indenture at a redemption
price equal to 109.5% of the aggregate principal amount thereof, plus accrued
and unpaid interest and Additional Interest, if any, to the redemption date. In
order to effect the foregoing redemption with the proceeds of any Equity
Offering, at least 65% of the original principal amount of the Notes issued
under the Indenture must remain outstanding immediately after any such
redemption and the Company must effect such redemption not more than 120 days
after the consummation of any such Equity Offering.

                6. Notice of Redemption. Notice of redemption will 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 such Holder's
registered address. If fewer than all of the Notes are to be redeemed, at any
time, selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee deems to be fair and
appropriate; provided that no partial redemption will reduce the principal
amount of a Note not redeemed to a denomination of less than $1,000; and
provided, further, that any such partial redemption made with the proceeds of an
Equity Offering will be made only on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of the DTC or any other
depository) unless such method is otherwise prohibited. Notes in denominations
of $1,000 or more may be redeemed in part.

                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 sufficient to pay such
redemption price plus accrued and unpaid interest, if any, the Notes called for
redemption will cease to bear interest from and after such redemption date, and
the only remaining right of the Holders of such Notes will be to receive payment
of the redemption price plus accrued and unpaid interest, if any, as of the
redemption date upon surrender to the Paying Agent of the Notes redeemed.

                7. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture
provide that upon the occurrence of a Change of Control, after certain Asset
Sales and in connection with an Excess Cash Flow Offer 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.

                8. Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder shall

                                       B-5

<PAGE>

register the transfer of 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 any taxes, fees 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.

                9. Persons Deemed Owners. The registered Holder of a Note shall
be treated as the owner of it and the Notes of which it is composed for all
purposes.

                10. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent may
pay the money without interest thereon back to the Company. After that, all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

                11. 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 and interest on the Notes to
redemption or stated 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 and Additional
Interest, if any, on the Notes).

                12. Amendment; Supplement; Waiver. Subject to certain
exceptions, the Indenture, the Notes or the Guarantees, if any, may be amended
or supplemented with the written consent of the Holders of at least a majority
in aggregate principal amount at maturity 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
principal amount at maturity of the Notes then outstanding. Without consent of
any Holder, the parties thereto may amend or supplement the Indenture, the Notes
or the Guarantees, if any, to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes or Guarantees, if any, in
addition to or in place of certificated Notes or Guarantees, if any, comply with
the TIA, 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.

                13. 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 their Capital Stock or certain Indebtedness, enter into transactions
with Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, 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. 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.

                14. Successors. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes, the
Guarantees, if any, and the Indenture, the predecessor will be released from
those obligations.

                                       B-6

<PAGE>

                15. 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 at maturity 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 except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount at maturity 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.

                16. Trustee Dealings with Company. Subject to the terms of the
TIA and the Indenture, 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 Affiliates as if it were
not the Trustee.

                17. No Recourse Against Others. No past, present or future
member, manager, director, officer, employee or incorporator, as such, of the
Company or the Guarantors, if any, shall have any liability for any obligation
of the Company under the Notes, the Guarantees, if any, the Collateral
Agreements or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. 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.

                18. Guarantees. Payment of principal and interest and Additional
Interest, if any (including interest on overdue principal and overdue interest,
if lawful), is unconditionally guaranteed, jointly and severally, by each of the
Guarantors. As of the Issue Date, there were no Guarantors.

                19. Intercreditor Agreement. Each Holder, by its acceptance of
its Note, agrees to be bound by the terms of the Intercreditor Agreement and all
such replacement Intercreditor Agreements and each of the Guarantors, if any,
and the Holders hereby authorize the Trustee and the Collateral Agent to bind
the Holders to the extent provided in the Intercreditor Agreement.

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

                21. Governing Law. The laws of the State of New York shall
govern this Note, the Guarantees, if any, the Collateral Agreements and the
Indenture, without regard to principles of conflict of laws.

                22. 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

                                       B-7

<PAGE>

not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

                23. Security. The Company's and Guarantors', if any, obligations
under the Notes are secured by liens on the Collateral pursuant to the terms of
the Collateral Agreements. The actions of the Trustee and the Holders of the
Notes secured by such liens and the application of proceeds from the enforcement
of any remedies with respect to such Collateral are limited pursuant to the
terms of the Collateral Agreements.

                24. 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 thereon.

                The Company will furnish to any Holder of a Note upon written
request and without charge a copy of the Indenture. Requests may be made to:
American Rock Salt Company LLC, 3486 Retsof Road, Retsof, New York 14539.

                                       B-8

<PAGE>

                                 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.

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

Signature Guarantee: _________________________________

                                       B-9

<PAGE>

                      [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: _______________________

                                      B-10

<PAGE>

                                                                       EXHIBIT C

                        [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:

                [If a Regulation S Temporary Global Note, insert: THE RIGHTS
        ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
        AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
        SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR
        THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL
        BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.]

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

                UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
        REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
        ("DTC"), TO 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.

                                       C-1

<PAGE>

                                                                       EXHIBIT D

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

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

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292

                Re:     9 1/2% Senior Secured Notes due 2014 (the "Notes") of
                        American Rock Salt Company LLC (the "Company")

Ladies and Gentlemen:

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

                1. We have received a copy of the Offering Circular (the
"Offering Circular"), dated March 5, 2004, 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 in the section
entitled "Notice to Investors" of the Offering Circular.

                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 March 17, 2004 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 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 hereinafter
stated, that if we should sell or otherwise transfer any Notes prior to the date
which is within two years after the original issuance of the Notes or the last
date on which the Note is owned by the Company or any affiliate of the Company,
we will do so only (i) to the Company or any of its subsidiaries, (ii) inside
the United States in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act), (iii) inside the United States to an institutional "accredited investor"
(as defined below) provided that, prior to such transfer, the transferee
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) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (v) pursuant to the exemption from registration

                                       D-1

<PAGE>

provided by Rule 144 under the Securities Act (if available) or (vi) 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 "Notice to Investors" of the Offering Circular.

                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.

                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.

                8. We are not acquiring Notes with a view to any distribution
thereof in a transaction that would violate the Securities Act or the securities
laws of any state of the United States or any other applicable jurisdiction;
provided that the disposition of our property and the property of any accounts
for which we are acting as fiduciary shall remain at all times within our and
their control.

                You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby, and we agree to notify you promptly
if any of our representations or warranties herein cease to be accurate and
complete.

                This letter shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of
conflicts of laws.

                                        Very truly yours,
                                        [Name of Transferee]


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

                                       D-2

<PAGE>
                                                                       EXHIBIT E

                            Form of Certificate To Be
                          Delivered in Connection with
                       Transfers Pursuant to Regulation S

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292

                Re:     9 1/2% Senior Secured Notes due 2014 (the "Notes") of
                        American Rock Salt Company LLC (the "Company")

Ladies and Gentlemen:

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

                1. the offer of the Notes was not made to a person in the United
States;

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

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

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

                5. we have advised the transferee of the transfer restrictions
applicable to the Notes.

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

                                        Very truly yours,
                                        [Name of Transferee]


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

                                       E-1