FINE HOST CORPORATION


                                     Issuer,


                                       and


                              THE BANK OF NEW YORK,


                                     Trustee






                                    INDENTURE



                          Dated as of October 27, 1997









                                  $200,000,000
                   5% Convertible Subordinated Notes due 2004










<PAGE>


                                       iv
                                TABLE OF CONTENTS

                                                                            Page
ARTICLE I.        DEFINITIONS AND INCORPORATION BY REFERENCE
   Section 1.1. Definitions....................................................1
   Section 1.2. Incorporation by Reference of TIA..............................8
   Section 1.3. Rules of Construction..........................................8

ARTICLE II........THE NOTES
   Section 2.1. Form and Dating................................................9
   Section 2.2. Execution and Authentication...................................9
   Section 2.3. Registrar and Paying Agent....................................10
   Section 2.4. Paying Agent to Hold Assets in Trust..........................10
   Section 2.5. Noteholder Lists..............................................11
   Section 2.6. Transfer and Exchange.........................................11
   Section 2.7. Replacement Notes.............................................16
   Section 2.8. Outstanding Notes.............................................16
   Section 2.9. Treasury Notes................................................17
   Section 2.10. Temporary Notes..............................................17
   Section 2.11. Cancellation.................................................17
   Section 2.12. Defaulted Interest...........................................17
   Section 2.13. CUSIP Numbers................................................18

ARTICLE III.......REDEMPTION
   Section 3.1. Right of Redemption...........................................19
   Section 3.2. Notices to Trustee............................................19
   Section 3.3. Selection of Notes to Be Redeemed.............................19
   Section 3.4. Notice of Redemption..........................................19
   Section 3.5. Effect of Notice of Redemption................................20
   Section 3.6. Deposit of Redemption Price...................................21
   Section 3.7. Notes Redeemed in Part........................................21

ARTICLE IV........COVENANTS
   Section 4.1. Payment of Notes..............................................21
   Section 4.2. Maintenance of Office or Agency...............................22
   Section 4.3. Corporate Existence...........................................22
   Section 4.4. Payment of Taxes and Other Claims.............................22
   Section 4.5. Maintenance of Properties and Insurance.......................23
   Section 4.6. Compliance Certificate; Notice of Default.....................23
   Section 4.7. Reports.......................................................23
   Section 4.8. Limitation on Status as Investment Company....................24
   Section 4.9. Waiver of Stay, Extension or Usury Laws.......................24
   Section 4.10. Rule 144A Information Requirement............................24

ARTICLE V.........SUCCESSOR CORPORATION
   Section 5.1. Limitation on Merger, Sale or Consolidation...................24
   Section 5.2. Successor Corporation Substituted.............................25

ARTICLE VI........EVENTS OF DEFAULT AND REMEDIES
   Section 6.1. Events of Default.............................................25
   Section 6.2. Acceleration of Maturity, Rescission and Annulment............27
   Section 6.3. Collection of Indebtedness and Suits for Enforcement by
   Trustee....................................................................28
   Section 6.4. Trustee May File Proofs of Claim..............................28
   Section 6.5. Trustee May Enforce Claims Without Possession of Notes........29
   Section 6.6. Priorities....................................................29
   Section 6.7. Limitation on Suits...........................................30
   Section 6.8. Unconditional Right of Holders to Receive Principal, Premium,
   Interest and Liquidated Damages............................................30
   Section 6.9. Rights and Remedies Cumulative................................31
   Section 6.10. Delay or Omission Not Waiver.................................31
   Section 6.11. Control by Holders...........................................31
   Section 6.12. Waiver of Past Default.......................................31
   Section 6.13. Undertaking for Costs........................................32
   Section 6.14. Restoration of Rights and Remedies...........................32

ARTICLE VII. TRUSTEE
   Section 7.1. Duties of Trustee.............................................32
   Section 7.2. Rights of Trustee.............................................33
   Section 7.3. Individual Rights of Trustee..................................34
   Section 7.4. Trustee's Disclaimer..........................................34
   Section 7.5. Notice of Default.............................................35
   Section 7.6. Reports by Trustee to Holders.................................35
   Section 7.7. Compensation and Indemnity....................................35
   Section 7.8. Replacement of Trustee........................................36
   Section 7.9. Successor Trustee by Merger, Etc..............................37
   Section 7.10. Eligibility; Disqualification................................37
   Section 7.11. Preferential Collection of Claims Against Company............37
   Section 7.12. Other Capacities.............................................37

ARTICLE VIII. SATISFACTION AND DISCHARGE
   Section 8.1. Satisfaction and Discharge of Indenture.......................38
   Section 8.2. Repayment to the Company......................................38

ARTICLE IX........AMENDMENTS, SUPPLEMENTS AND WAIVERS
   Section 9.1. Supplemental Indentures Without Consent of Holders............38
   Section 9.2. Amendments, Supplemental Indentures and Waivers with Consent of
   Holders....................................................................39
   Section 9.3. Compliance with TIA...........................................40
   Section 9.4. Revocation and Effect of Consents.............................40
   Section 9.5. Notation on or Exchange of Notes..............................40
   Section 9.6. Trustee to Sign Amendments, Etc...............................41

ARTICLE X.........MEETINGS OF NOTEHOLDERS
   Section 10.1. Purposes for Which Meetings May Be Called....................41
   Section 10.2. Manner of Calling Meetings...................................41
   Section 10.3. Calling of Meetings by the Company or Holders................42
   Section 10.4. Who May Attend and Vote at Meetings..........................42
   Section 10.5. Regulations May Be Made by Trustee; Conduct of the Meeting:
   Voting Rights: Adjournment.................................................42
   Section 10.6. Voting at the Meeting and Record to Be Kept..................43
   Section 10.7. Exercise of Rights of Trustee or Holders May Not Be Hindered or
   Delayed by Call of Meeting.................................................43

ARTICLE XI........ RIGHT TO REQUIRE REPURCHASE UPON A CHANGE OF CONTROL
   Section 11.1. Repurchase of Notes at Option of the Holder Upon a Change of
   Control....................................................................43
   Section 11.2. Rescission of Change of Control Determination................45

ARTICLE XII. SUBORDINATION
   Section 12.1. Notes Subordinated to Senior Indebtedness....................46
   Section 12.2. No Payment on Notes in Certain Circumstances.................46
   Section 12.3. Notes Subordinated to Prior Payment of All Senior  Indebtedness
   on Dissolution Liquidation or Reorganization...............................47
   Section 12.4. Noteholders to Be Subrogated to Rights of Holders of Senior
   Indebtedness...............................................................48
   Section 12.5. Obligations of the Company Unconditional.....................48
   Section 12.6. Trustee and Other Agents Entitled to Assume Payments Not
   Prohibited in Absence of Notice............................................49
   Section 12.7. Application by Trustee of Assets Deposited with It...........49
   Section 12.8. Subordination Rights Not Impaired by Acts or Omissions of the
   Company or Holders of Senior Indebtedness..................................49
   Section 12.9. Noteholders Authorize Trustee to Effectuate Subordination of
   Notes......................................................................50
   Section 12.10. Right of Trustee to Hold Senior Indebtedness................50
   Section 12.11. Article XII Not to Prevent Events of Default................50
   Section 12.12. No Duty of Trustee and Other Agents to Holders of Senior
   Indebtedness...............................................................50

ARTICLE XIII. CONVERSION OF NOTES
   Section 13.1. Conversion Privilege.........................................51
   Section 13.2. Exercise of Conversion Privilege.............................51
   Section 13.3. Fractional Interests.........................................52
   Section 13.4. Conversion Price.............................................52
   Section 13.5. Adjustment of Conversion Price...............................52
   Section   13.6.   Continuation   of   Conversion   Privilege   in   Case   of
   Reclassification,     Change,    Merger,    Consolidation    or    Sale    of
   Assets.....................................................................56
   Section 13.7. Notice of Certain Events.....................................57
   Section 13.8. Taxes on Conversion..........................................58
   Section 13.9. Company to Provide Stock.....................................58
   Section 13.10. Disclaimer of Responsibility for Certain Matters............59
   Section 13.11. Return of Funds Deposited for Redemption of Converted Notes.59

ARTICLE XIV. MISCELLANEOUS
   Section 14.1. TIA Controls.................................................59
   Section 14.2. Notices......................................................59
   Section 14.3. Communications by Holders with Other Holders.................60
   Section 14.4. Certificate and Opinion as to Conditions Precedent...........60
   Section 14.5. Statements Required in Certificate or Opinion................61
   Section 14.6. Rules by Trustee, Paying Agent, Registrar....................61
   Section 14.7. Legal Holidays...............................................61
   Section 14.8. Governing Law................................................61
   Section 14.9. No Adverse Interpretation of Other Agreements................62
   Section 14.10. No Recourse Against Others..................................62
   Section 14.11. Successors..................................................62
   Section 14.12. Duplicate Originals.........................................62
   Section 14.13. Severability................................................62
   Section 14.14. Table of Contents, Headings, Etc............................62
   Section 14.15. Qualification of Indenture..................................62
   Section 14.16. Registration Rights.........................................63


EXHIBIT A - Form of Note.....................................................A-1
EXHIBIT B - Accredited Investor Letter.......................................B-1
EXHIBIT C - Form of Conversion Notice........................................B-1


<PAGE>


                              CROSS-REFERENCE TABLE

  TIA                                                      Indenture
Section                                                     Section
-------                                                     -------

310(a)(1)                                                   7.10
     (a)(2)                                                 7.10
     (a)(3)                                                 N.A.
     (a)(4)                                                 N.A.
     (a)(5)                                                 7.10
     (b)                                                    7.8; 7.10; 14.2
     (c)                                                    N.A.
311(a)                                                      7.11
     (b)                                                    7.11
     (c)                                                    N.A.
312(a)                                                       2.5
     (b)                                                    14.3
     (c)                                                    14.3
313(a)                                                      7.6
     (b)(1)                                                 N.A.
     (b)(2)                                                 7.6
     (c)                                                    7.6; 14.2
     (d)                                                    7.6
314(a)                                                      4.6; 13.2
     (b)                                                    N.A.
     (c)(1)                                                 2.2; 7.2; 14.4
     (c)(2)                                                 7.2; 14.4
     (c)(3)                                                 N.A.
     (d)                                                    N.A.
     (e)                                                    14.5
     (f)                                                    N.A.
315(a)                                                      7.1(b)
     (b)                                                    7.5; 7.6; 14.2
     (c)                                                    7.1(a)
     (d)                                                    2.8; 6.11; 7.1(b)(c)
     (e)                                                    6.13
316(a)(last sentence)                                       2.9
     (a)(1)(A)                                              6.11
     (a)(1)(B)                                              6.12
     (a)(2)                                                 N.A.
     (b)                                                    6.12; 6.7
317(a)(1)                                                   6.3
     (a)(2)                                                 6.4
     (b)                                                    2.4
318(a)                                                      14.1


_________________________
N.A. means Not Applicable

Note: This  Cross-Reference  Table shall not, for any purpose, be deemend a part
of the Indenture.

<PAGE>


                  INDENTURE,  dated as of October 27,  1997,  between  FINE HOST
CORPORATION, a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee.

                  Each party  hereto  agrees as follows  for the benefit of each
other  party  and for the  equal  and  ratable  benefit  of the  Holders  of the
Company's 5% Convertible Subordinated Notes due 2004:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.        Definitions.

                  "Acceleration  Notice"  shall have the  meaning  specified  in
Section 6.2.

                  "Affiliate"   means  any   person   directly   or   indirectly
controlling or controlled by or under direct or indirect common control with the
Company. For purposes of this definition, the terms "control," "controlling" and
"controlled"  mean the power to direct the  management and policies of a person,
directly or through one or more intermediaries, whether through the ownership of
voting securities, by contract, or otherwise.

                  "Agent"  means the Trustee and any  Registrar,  Paying  Agent,
co-Registrar, authenticating agent or Notes Custodian.

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

                  "Beneficial Owner" for purposes of the definition of Change of
Control  has the  meaning  attributed  to it in Rules  13d-3 and 13d-5 under the
Exchange Act (as in effect on the Issue Date), whether or not applicable, except
that a "person"  shall be deemed to have  "beneficial  ownership"  of all shares
that any such person has the right to acquire, whether such right is exercisable
immediately  or only after the passage of time or upon the occurrence of certain
events.

                  "Board of Directors"  means,  with respect to any person,  the
Board of Directors of such person or any  committee of the Board of Directors of
such person  authorized,  with respect to any particular matter, to exercise the
power of the Board of Directors of such person.

                  "Board  Resolution"  means, with respect to any person, a duly
adopted resolution of the Board of Directors,  or any duly authorized  committee
thereof, of such person.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

                  "Capitalized  Lease Obligation"  means, as to any Person,  the
obligation  of such Person to pay rent or other  amounts  under a lease to which
such Person is a party that is required to be classified  and accounted for as a
capital lease obligation under GAAP.

                  "Capital Stock" means,  with respect to any  corporation,  any
and all  shares,  interests,  rights to  purchase  (other  than  convertible  or
exchangeable   indebtedness),   warrants,   options,   participations  or  other
equivalents  of or  interests  (however  designated)  in  stock  issued  by that
corporation.

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

                  "Change of Control"  means (i) an event or series of events as
a result of which any  "person"  or "group"  (as such terms are used in Sections
13(d)(3) and 14(d) of the  Exchange  Act)  (excluding  the Company or any wholly
owned Subsidiary thereof or any employee benefit plan of the Company or any such
subsidiary) is or becomes, directly or indirectly,  the Beneficial Owner of more
than 50% of the Voting Stock, (ii) the completion of any consolidation or merger
of the Company with or into any other Person, or sale,  conveyance,  transfer or
lease by the Company of all or substantially all of its assets to any Person, or
any  merger of any other  Person  into the  Company in a single  transaction  or
series of related  transactions,  and,  in the case of any such  transaction  or
series of related  transactions,  the outstanding Common Stock of the Company is
changed  or  exchanged  as a result,  unless  the  stockholders  of the  Company
immediately  before such  transaction own,  directly or indirectly,  immediately
following such transaction,  at least a majority of the combined voting power of
the outstanding  voting securities of the Person resulting from such transaction
in  substantially  the same  proportion  as their  ownership of the Voting Stock
immediately  before  such  transaction,  or (iii)  such  time as the  Continuing
Directors do not  constitute a majority of the Board of Directors of the Company
(or, if applicable,  a successor  corporation  to the Company);  provided that a
Change of Control  shall not be deemed to have  occurred  if either (x) the last
sale price of the Common  Stock for any five  Trading Days during the 10 Trading
Days  immediately  preceding  the Change of Control is at least equal to 105% of
the  Conversion  Price in effect on such day, or (y) with respect to a merger or
consolidation  otherwise  constituting  a Change of Control  described in clause
(ii)  above,  at  least  90%  of  the   consideration  in  such  transaction  or
transactions  consists of common  stock or  securities  convertible  into common
stock that are, or upon issuance  will be,  traded on a United  States  national
securities exchange or approved for quotation on the Nasdaq National Market.

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

                  "Common  Stock" means the Company's  common  stock,  par value
$.01 per share, or as such stock may be reconstituted from time to time.

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

                  "Continuing  Director"  means  at  any  date a  member  of the
Company's  Board of  Directors  (i) who was a member of such  board on the Issue
Date  or (ii)  who was  nominated  or  elected  by at  least a  majority  of the
directors  who  were  Continuing  Directors  at the time of such  nomination  or
election or whose election to the Company's  Board of Directors was  recommended
or  endorsed  by at  least a  majority  of the  directors  who  were  Continuing
Directors at the time of such nomination or election.

                  "Conversion Price" shall have the meaning specified in Section
13.4.

                  "Conversion  Shares"  shall  have  the  meaning  specified  in
Section 13.5(1).

                  "Credit  Facility"  means the Fourth Amended and Restated Loan
Agreement,  dated as of July 30, 1997, among the Company,  BankBoston,  N.A., as
administrative  agent,  USTrust,  as documentation  agent, and certain banks and
other financial institutions party thereto, as amended, supplemented or restated
from time to time.

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

                  "Date of  Conversion"  shall  have the  meaning  specified  in
Section 13.2.

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

                  "Defaulted  Interest"  shall  have the  meaning  specified  in
Section 2.12.

                  "Definitive  Notes"  means  Notes that are in the form of Note
attached hereto as Exhibit A that do not include the  information  called for by
footnotes 1 and 3 thereof.

                  "Depositary"  means,  with  respect to the Notes  issuable  or
issued in whole or in part in global form,  the person  specified in Section 2.3
as the Depositary  with respect to the Notes,  until a successor shall have been
appointed  and  become  such  pursuant  to  the  applicable  provision  of  this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Disqualified  Capital  Stock"  means,  with  respect  to  the
Company,  Capital Stock of the Company that, by its terms or by the terms of any
security into which it is convertible,  exercisable or exchangeable, is, or upon
the  happening  of an event or the  passage  of time  would be,  required  to be
redeemed or repurchased  (including at the option of the holder  thereof) by the
Company,  in whole or in part, on or prior to the Stated  Maturity of the Notes,
provided  that only the portion of such Capital  Stock which is so  convertible,
exercisable,  exchangeable or redeemable or subject to repurchase  prior to such
Stated Maturity shall be deemed to be Disqualified Capital Stock.

                  "Distribution  Date"  shall  have  the  meaning  specified  in
Section 13.5(1).

                  "DTC" shall have the meaning specified in Section 2.3.

                  "Event of Default" shall have the meaning specified in Section
6.1.

                  "Exchange  Act"  means  the  Notes  Exchange  Act of 1934,  as
amended, and the rules and regulations promulgated by the SEC thereunder.

                  "Expiration  Time" shall have the meaning specified in Section
13.5(f).

                  "GAAP"  means  United  States  generally  accepted  accounting
principles  set  forth in the  opinions  and  pronouncements  of the  Accounting
Principles Board of the American  Institute of Certified Public  Accountants and
statements and pronouncements of the Financial  Accounting Standards Board or in
such other statements by such other entity as approved by a significant  segment
of the accounting profession which are in effect in the United States; provided,
however,  that for  purposes of  determining  compliance  with  covenants in the
Indenture,  "GAAP" means such generally accepted accounting principles which are
in effect as of the Issue Date.

                  "Global  Note"  means  a  Note  that  contains  the  paragraph
referred to in footnote 1 and the additional  schedule referred to in footnote 3
to the form of Note attached hereto as Exhibit A. There shall be separate Global
Notes, with separate CUSIP Numbers,  to evidence interests (x) in the Notes held
by  "qualified  institutional  buyers,"  as  defined  in  Rule  144A  under  the
Securities Act, and (y) in the Notes held by persons who acquired their interest
in the Notes in compliance with Regulation S under the Securities Act.

                  "Holder" or "Noteholder" means the person in whose name a Note
is registered on the Registrar's books.

                  "Indebtedness" of any Person means, without  duplication,  (a)
all liabilities and  obligations,  contingent or otherwise,  of any such Person,
(i) in respect of borrowed  money (whether or not the lender has recourse to all
or any portion of the assets of such Person),  (ii)  evidenced by credit or loan
agreements, bonds, notes, debentures or similar instruments (including,  without
limitation,   notes  or  similar   instruments  given  in  connection  with  the
acquisition of any business,  properties or assets of any kind), (iii) evidenced
by bankers' acceptances or similar instruments issued or accepted by banks, (iv)
for the  payment of money  relating to a  Capitalized  Lease  Obligation  or (v)
evidenced  by a letter of credit or a  reimbursement  obligation  of such Person
with respect to any letter of credit;  (b) all obligations of such Person issued
or assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued  liabilities arising in the ordinary course of
business);  (c) all net  obligations  of such  person  under  Interest  Swap and
Hedging Obligations;  (d) all liabilities of others of the kind described in the
preceding  clauses  (a), (b) or (c) that such Person has  guaranteed  or that is
otherwise its legal liability, or which is secured by a lien on property of such
Person,  and all  obligations to purchase,  redeem or acquire any Capital Stock;
and   (e)  any  and  all   deferrals,   renewals,   extensions,   modifications,
replacements,  restatements,  refinancings  and  refundings  (whether  direct or
indirect)  of, or any  indebtedness  or  obligation  issued in exchange for, any
liability of the kind described in any of the preceding clauses (a), (b), (c) or
(d), or this clause (e), whether or not between or among the same parties.

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

                  "Initial  Purchasers"  means  Donaldson,   Lufkin  &  Jenrette
Securities  Corporation,  NationsBanc Montgomery Securities,  Inc., Smith Barney
Inc. and Piper Jaffray Inc.

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

                  "Interest Swap and Hedging  Obligation"  means the obligations
of any Person under any interest rate or currency protection  agreement,  future
agreement,  option  agreement,  swap agreement,  cap agreement or other interest
rate or currency hedge agreement, collar agreement or other similar agreement or
arrangement to which such Person is a party or beneficiary.

                  "Issue  Date"  means the date of first  issuance  of the Notes
under this Indenture.

                  "Junior  Securities" means any Qualified Capital Stock and any
Indebtedness  of the Company that is fully  subordinated  in right of payment to
the Notes and has no  scheduled  installment  of principal  due, by  redemption,
sinking fund  payment or  otherwise,  on or prior to the Stated  Maturity of the
Notes.

                  "Last Sale Price" shall have the meaning  specified in Section
13.3.

                  "Legal  Holiday"  shall have the meaning  specified in Section
14.7.

                  "Lien" means any  mortgage,  lien,  pledge,  charge,  security
interest or other  encumbrance  of any kind,  whether or not filed,  recorded or
otherwise  perfected  under  applicable law (including any  conditional  sale or
other title  retention  agreement  and any lease deemed to constitute a security
interest and any option or other agreement to give any security interest).

                  "Liquidated  Damages" shall have the meaning  specified in the
Registration Rights Agreement.

                  "non-electing  share"  shall  have the  meaning  specified  in
Section 13.6.

                  "Non-Payment  Default"  shall have the  meaning  specified  in
Section 12.2(b).

                  "Notes" means,  collectively,  the 5% Convertible Subordinated
Notes due 2004, as amended or supplemented  from time to time in accordance with
the terms hereof, issued under this Indenture.

                  "Notes Custodian" means the Trustee, as custodian with respect
to the Notes in global form, or any successor entity thereto.

                  "Notice  of  Default"  shall  have the  meaning  specified  in
Section 6.1(3), (4) or (5).

                  "Offer" shall have the meaning specified in Section 13.5(f).

                  "Officer"  means,  with  respect  to the  Company,  the  Chief
Executive  Officer,  the  President,  any Vice  President,  the Chief  Financial
Officer,  the  Treasurer,  the  Controller,  or the  Secretary  or an  Assistant
Secretary of the Company.

                  "Officers'  Certificate" means, with respect to the Company, a
certificate  signed by two Officers of the Company and otherwise  complying with
the  requirements  of Section 2.2, if  applicable,  and Sections  14.4 and 14.5;
provided,   however,  that  for  the  purposes  of  Section  4.6(a),  "Officers'
Certificate"  means a  certificate  signed by the principal  executive  officer,
principal financial officer or principal accounting officer of the Company.

                  "Opinion  of  Counsel"  means a  written  opinion  from  legal
counsel who is reasonably  acceptable to the Trustee and which complies with the
requirements of Sections 14.4 and 14.5, to the extent applicable thereto.

                  "Paving  Agent"  shall have the meaning  specified  in Section
2.3.

                  "Payment  Blockage Period" shall have the meaning specified in
Section 12.2(b).

                  "Payment  Default" shall have the meaning specified in Section
12.2(a).

                  "Payment  Notice" shall have the meaning  specified in Section
12.2(b).

                  "Person"  or  "person"  means  any  corporation,   individual,
limited  liability  company,  joint stock company,  joint venture,  partnership,
unincorporated  association,  governmental  regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.

                  "principal"  of any  Indebtedness  means the principal of such
Indebtedness plus, without duplication,  any applicable premium, if any, on such
Indebtedness.

                  "property"  means any right or  interest  in or to property or
assets of any kind  whatsoever,  whether  real,  personal  or mixed and  whether
tangible or intangible.

                  "Purchase  Agreement" means that certain  Purchase  Agreement,
dated October 21, 1997, by and among the Company and the Initial Purchasers,  as
such  agreement may be amended,  modified or  supplemented  from time to time in
accordance with the terms thereof.

                  "Purchased Shares" shall have the meaning specified in Section
13.5(f).

                  "Qualified  Capital  Stock"  means  any  Capital  Stock of the
Company that is not Disqualified Capital Stock.

                  "Record  Date"  means a Record  Date  specified  in the  Notes
whether or not such Record Date is a Business Day.

                  "Redemption  Date,"  when used with  respect to any Note to be
redeemed,  means the date fixed for such  redemption  pursuant to Article III of
this Indenture and Paragraph 5 in the form of Note attached hereto as Exhibit A.

                  "Redemption  Price,"  when used with respect to any Note to be
redeemed, means the redemption price for such redemption pursuant to Paragraph 5
in the form of Note attached  hereto as Exhibit A, which shall include,  without
duplication,  in each case, accrued and unpaid interest and Liquidated  Damages,
if any, to and including the Redemption Date.

                  "Registrar" shall have the meaning specified in Section 2.3.

                  "Registration  Rights Agreement" means the Registration Rights
Agreement,  dated the date hereof,  by and among the Initial  Purchasers and the
Company, as such agreement may be amended, modified or supplemented from time to
time in accordance with the terms thereof.

                  "Repurchase  Date" shall have the meaning specified in Section
11.1(a).

                  "Repurchase Offer" shall have the meaning specified in Section
11.1(b).

                  "Repurchase  Offer Period" shall have the meaning specified in
Section 11.1(b).

                  "Repurchase Price" shall have the meaning specified in Section
11.1(a).

                  "Repurchase  Put Date"  shall have the  meaning  specified  in
Section 11.1(b).

                  "Restricted  Note"  means a Note,  unless or until it has been
(i) disposed of in a transaction effectively registered under the Securities Act
or (ii) distributed to the public pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Senior  Indebtedness" means all obligations of the Company to
pay the principal of, premium, if any, interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding,  whether
or not a claim for  post-petition  interest is  allowable as a claim in any such
proceeding)  and rent  payable  on or in  connection  with,  and all  letters of
credit,  reimbursement  obligations and fees, costs,  expenses and other amounts
accrued  or due on or in  connection  with,  any  Indebtedness  of the  Company,
whether outstanding on the Issue Date or thereafter created, incurred,  assumed,
guaranteed  or in  effect  guaranteed  by the  Company,  unless  the  instrument
creating or evidencing such Indebtedness  provides that such Indebtedness is not
senior or superior  in right of payment to the Notes or is pari passu  with,  or
subordinated to, the Notes;  provided that in no event shall Senior Indebtedness
include (a)  Indebtedness  of the Company owed or owing to any Subsidiary of the
Company, (b) Indebtedness representing or with respect to any account payable or
other accrued current liability or obligation incurred in the ordinary course of
business in  connection  with the  obtaining of materials or services or (c) any
liability  for  taxes  owed or owing by the  Company  or any  Subsidiary  of the
Company.

                  "Shelf   Registration   Statement"   shall  have  the  meaning
specified in the Registration Rights Agreement.

                  "Significant  Subsidiary"  means  any  Subsidiary  which  is a
"significant  subsidiary"  of the Company  within the meaning of Rule 1.02(w) of
Regulation S-X promulgated by the Commission as in effect as of the Issue Date.

                  "Special  Record Date" for payment of any  Defaulted  Interest
means a date fixed by the Trustee pursuant to Section 2.12.

                  "Stated  Maturity," when used with respect to any Note,  means
November 1, 2004.

                  "Subsidiary"   with  respect  to  any  Person,   means  (i)  a
corporation  a majority  of whose  Capital  Stock  with  voting  power  normally
entitled  to vote in the  election  of  directors  is at the time,  directly  or
indirectly, owned by such Person, by such Person and one or more Subsidiaries of
such Person or by one or more Subsidiaries of such Person, (ii) a partnership in
which such  Person or a  Subsidiary  of such  Person is, at the time,  a general
partner and owns alone or together with one or more  Subsidiaries of such Person
a majority of the partnership interests, or (iii) any other Person (other than a
corporation)  in which such Person,  one or more  Subsidiaries of such Person or
such Person and one or more Subsidiaries of such Person, directly or indirectly,
at the date of determination thereof, has at least majority ownership interest.

                  "TIA"  means  the  Trust   Indenture  Act  of  1939  (15  U.S.
Codess.ss.77aaa-77bbbb)  as in  effect  on the  date  of the  execution  of this
Indenture.

                  "Trading Day" means each Monday, Tuesday, Wednesday,  Thursday
and Friday,  other than any day on which securities are not traded on the Nasdaq
National Market (or, if the Common Stock is not listed thereon, on the principal
national  securities exchange on which the Common Stock is listed or admitted to
trading).

                  "Transfer  Restricted  Notes"  means  Notes  that  bear or are
required to bear the legend set forth in Section 2.6 hereof.

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

                  "Trust  Officer" means any officer within the corporate  trust
division (or any successor group) of the Trustee  including  without  limitation
any vice president,  assistant vice president,  assistant  treasurer,  corporate
trust  officer  or any other  officer or  employee  of the  Trustee  customarily
performing  functions similar to those performed by the Persons who at that time
shall  be such  officers  or  employees,  and  also  means,  with  respect  to a
particular corporate trust matter, any other officer of the Trustee to whom such
trust matter is referred  because of his knowledge of and  familiarity  with the
particular subject.

                  "Voting  Stock"  means the  combined  voting power of the then
outstanding  securities  entitled to vote  generally in elections of  directors,
managers or trustees, as applicable, of the Company or any successor entity.

Section 1.2.        Incorporation by Reference of TIA.

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

                  "Commission" means the SEC.

                  "Indenture securities" means the Notes.

                  "Indenture noteholder" means a Holder or a Noteholder.

                  "Indenture to be qualified" means this Indenture.

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

                  "Obligor" on the  indenture  securities  means the Company and
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 SEC rule and
not otherwise defined herein have the meanings assigned to them thereby.

Section 1.3.        Rules of Construction.

           Unless the context otherwise requires:

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

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

                           (3) "or" is not exclusive;

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

                           (5)  provisions   apply  to  successive   events  and
                  transactions;

                           (6)  "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; and

                           (7)   references   to  Sections  or  Articles   means
                  reference to such Section or Article in this Indenture, unless
                  stated otherwise.


                                   ARTICLE II.

                                    THE NOTES

Section 2.1.        Form and Dating.

                  The Notes and the Trustee's certificate of authentication,  in
respect thereof,  shall be substantially in the form of Exhibit A hereto,  which
Exhibit  is part of this  Indenture.  The Notes may have  notations,  legends or
endorsements  required by law, stock  exchange rule or usage.  The Company shall
approve the form of the Notes and any notation,  legend or  endorsement on them.
Any such notations,  legends or  endorsements  not contained in the form of Note
attached as Exhibit A hereto shall be delivered in writing to the Trustee.  Each
Note shall be dated the date of its authentication.

                  The terms and provisions  contained in the form of Notes shall
constitute,  and are hereby expressly made, a part of this Indenture and, to the
extent applicable,  the Company and the Trustee, by their execution and delivery
of this Indenture,  expressly agree to such terms and provisions and to be bound
thereby. If any term or provision of a Note limits, qualifies, or conflicts with
the terms of this Indenture, the terms of this Indenture shall control.

Section 2.2.        Execution and Authentication.

                  Two  Officers  shall sign,  or one Officer  shall sign and one
Officer  shall  attest  to,  the Notes for the  Company  by manual or  facsimile
signature.  The  Company's  seal may be, but is not  required to be,  impressed,
affixed, imprinted or reproduced on the Notes and may be in facsimile form.

                  If an Officer  whose  signature is on a Note was an Officer at
the time of such  execution  but no longer  holds that or any office at the time
the Trustee authenticates the Note, the Note shall be valid nevertheless and the
Company  shall  nevertheless  be  bound  by the  terms  of the  Notes  and  this
Indenture.

                  A Note shall not be valid until an authorized signatory of the
Trustee  manually signs the certificate of  authentication  on the Note but such
signature  shall be  conclusive  evidence  that the Note has been  authenticated
pursuant to the terms of this Indenture.

                  The Trustee shall authenticate the Notes for original issue in
the aggregate principal amount of up to $200,000,000 upon a written order of the
Company in the form of an Officers' Certificate. The Officers' Certificate shall
specify (i) the amount of Notes to be  authenticated  and (ii) the date or dates
on which the Notes are to be  authenticated.  The aggregate  principal amount of
Notes outstanding at any time may not exceed  $200,000,000 except as provided in
Section 2.7;  provided that Notes in excess of $175,000,000  shall not be issued
other than pursuant to the exercise of the over-allotment  option granted by the
Company to the Initial  Purchasers as provided in the Purchase  Agreement.  Upon
the  written  order  or  orders  of the  Company  in the  form  of an  Officers'
Certificate,  the Trustee  shall  authenticate  Notes in  substitution  of Notes
originally issued to reflect any name change of the Company.

                  The Trustee may appoint an authenticating  agent 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 agent. An authenticating  agent has the same rights as an
Agent to deal with the Company,  any  Affiliate of the Company,  or any of their
respective Subsidiaries, and has the same protections under the Indenture.

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

Section 2.3.        Registrar and Paying Agent.

                  The Company shall  maintain an office or agency in the Borough
of  Manhattan,  The  City  of  New  York,  where  Notes  may  be  presented  for
registration of transfer or for exchange  ("Registrar")  and an office or agency
where Notes may be presented for payment  ("Paying Agent") and where notices and
demands  to or upon the  Company  in  respect  of the Notes may be  served.  The
Company may act as Registrar or Paying Agent,  except that,  for the purposes of
Articles III, VIII and XI and as otherwise  specified in the Indenture,  neither
the Company nor any  Affiliate  of the Company  shall act as Paying  Agent.  The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may have one or more co-Registrars and one or more additional Paying
Agents.  The term "Paying  Agent"  includes any  additional  Paying  Agent.  The
Company hereby initially appoints the Trustee as Registrar and Paying Agent, and
the Trustee hereby initially agrees so to act.

                  The Company  shall enter into an  appropriate  written  agency
agreement with any Agent not a party to this  Indenture,  which  agreement shall
implement  the  provisions  of this  Indenture  that relate to such  Agent.  The
Company shall promptly  notify the Trustee in writing of the name and address of
any such Agent.  If the Company  fails to maintain a Registrar or Paying  Agent,
the Trustee shall act as such.

                  The Company  initially  appoints The Depository  Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

                  The  Company  initially  appoints  the Trustee to act as Notes
Custodian with respect to the Global Notes.

Section 2.4.        Paying Agent to Hold Assets in Trust.

                  The Company  shall  require  each Paying  Agent other than the
Trustee to agree in writing  that each Paying  Agent shall hold in trust for the
benefit of Holders or the Trustee  all assets  held by the Paying  Agent for the
payment of principal of, premium, if any, interest on or Liquidated Damages with
respect to, the Notes  (whether such assets have been  distributed  to it by the
Company  or any other  obligor  on the  Notes),  and shall  promptly  notify the
Trustee in writing of any Default in making any such  payment.  If either of the
Company or a Subsidiary of the Company acts as Paying Agent,  it shall segregate
such  assets  and hold them as a  separate  trust  fund for the  benefit  of the
Holders or the  Trustee.  The Company at any time may require a Paying  Agent to
distribute  all assets  held by it to the  Trustee  and  account  for any assets
disbursed and the Trustee may at any time during the  continuance of any Payment
Default,  upon written  request to a Paying Agent,  require such Paying Agent to
distribute  all assets  held by it to the  Trustee and to account for any assets
distributed. Upon distribution to the Trustee of all assets that shall have been
delivered  by the Company to the Paying  Agent,  the Paying Agent (if other than
the Company or an Affiliate of the Company) shall have no further  liability for
such assets.

Section 2.5.        Noteholder Lists.

                  The  Trustee  shall  preserve  in  as  current  a  form  as is
reasonably  practicable  the most recent list  available  to it of the names and
addresses of Holders.  If the Trustee is not the  Registrar,  the Company  shall
furnish to the  Trustee  on or before  the third  Business  Day  preceding  each
Interest  Payment  Date and at such other  times as the  Trustee  may request in
writing a list in such form and as of such date as the  Trustee  reasonably  may
require of the names and addresses of Holders.

Section 2.6.        Transfer and Exchange.

         (a) Transfer and Exchange of Definitive  Notes.  When Definitive  Notes
are presented to the Registrar or a co-Registrar with a request:

                           (x) to  register  the  transfer  of  such  Definitive
                  Notes; or

                           (y) to exchange  such  Definitive  Notes for an equal
                  principal  amount  of  Definitive  Notes of  other  authorized
                  denominations;

the Registrar or  co-Registrar  shall register the transfer or make the exchange
as  requested  if its  reasonable  requirements  for such  transaction  are met;
provided,  however,  that the  Definitive  Notes  surrendered  for  transfer  or
exchange:

                  (i)      shall be duly  endorsed or  accompanied  by a written
                           instrument    of   transfer   in   form    reasonably
                           satisfactory  to the  Company  and the  Registrar  or
                           co-Registrar,  duly executed by the Holder thereof or
                           his attorney duly authorized in writing; and

                  (ii)     in the case of a  Definitive  Note that is a Transfer
                           Restricted   Note,   shall  be   accompanied  by  the
                           following  additional  information and documents,  as
                           applicable:

                           (A) if such Definitive Note is being delivered to the
                  Registrar  by a Holder  for  registration  in the name of such
                  Holder,  without transfer, a certification from such Holder to
                  that effect (in substantially the form set forth on the Note);
                  or

                           (B) if such Definitive Note is being transferred to a
                  "qualified institutional buyer" (as defined in Rule 144A under
                  the  Securities  Act) in  accordance  with Rule 144A under the
                  Securities   Act,   a   certification   to  that   effect  (in
                  substantially the form set forth on the Note); or

                           (C) if such Definitive  Note is being  transferred to
                  an  institutional  investor that is an  "accredited  investor"
                  within the meaning of Rule  501(a)(1),  (2),  (3) or (7) under
                  the  Securities  Act,  a  certification  to  that  effect  (in
                  substantially the form set forth on the Note) accompanied by a
                  certificate  in the form of Exhibit B to the  Indenture to the
                  Trustee and if either the Trustee or the Company so  requests,
                  an  Opinion  of  Counsel  satisfactory  to the  Company to the
                  effect that such transfer is in compliance with the Securities
                  Act;

                           (D) if such Definitive  Note is being  transferred in
                  accordance  with  Regulation  S under the  Securities  Act,  a
                  certification  to that effect (in  substantially  the form set
                  forth on the Note) and if either the Trustee or the Company so
                  requests,  an Opinion of Counsel  satisfactory to the Company,
                  the Trustee and the Registrar to the effect that such transfer
                  is in compliance with the Securities Act; or

                           (E) if such Definitive  Note is being  transferred in
                  reliance   on   another   exemption   from  the   registration
                  requirements of the Securities  Act, a  certification  to that
                  effect (in  substantially  the form set forth on the Note) and
                  if either the Trustee or the Company so  requests,  an Opinion
                  of Counsel satisfactory to the Company to the effect that such
                  transfer is in compliance with the Securities Act.

         (a)  Restrictions  on Transfer of a  Definitive  Note for a  Beneficial
Interest  in a  Global  Note.  A  Definitive  Note  may not be  exchanged  for a
beneficial   interest  in  a  Global  Note  except  upon   satisfaction  of  the
requirements set forth below.  Upon receipt by the Trustee of a Definitive Note,
duly endorsed or  accompanied  by  appropriate  instruments  of transfer in form
reasonably  satisfactory to the Company and the Registrar or Co-Registrar,  duly
executed  by the Holder  thereof or his  attorney  duly  authorized  in writing,
together with:

                  (i) if such  Definitive  Note is a Transfer  Restricted  Note,
         certification,  substantially  in the form set forth on the Note,  that
         such  Definitive  Note  is  being   transferred  (x)  to  a  "qualified
         institutional buyer" (as defined in Rule 144A under the Securities Act)
         in  accordance  with  Rule  144A  under  the  Securities  Act or (y) in
         accordance with Regulation S under the Securities Act; and

                  (ii)  whether  or  not  such  Definitive  Note  is a  Transfer
         Restricted Note, written instructions directing the Trustee to make, or
         to direct the Notes  Custodian to make,  an  endorsement  on the Global
         Note to reflect an increase in the  aggregate  principal  amount of the
         Notes represented by the applicable Global Note;

then the Trustee  shall  cancel such  Definitive  Note and cause,  or direct the
Notes  Custodian to cause,  in  accordance  with the standing  instructions  and
procedures  existing  between  the  Depositary  and  the  Notes  Custodian,  the
aggregate  principal amount of Notes represented by the appropriate  Global Note
to be  increased  accordingly.  If no  Global  Notes are then  outstanding,  the
Company shall issue and the Trustee shall authenticate an appropriate new Global
Note in the appropriate principal amount.

         (b) Transfer and Exchange of Global Notes. The transfer and exchange of
Global  Notes or  beneficial  interests  therein  shall be effected  through the
Depositary,  in accordance  with this Indenture  (including the  restrictions on
transfer set forth herein) and the procedures of the Depositary therefor.

         (c) Transfer of a Beneficial Interest in a Global Note for a Definitive
Note.

                  (i) Upon  receipt by the  Trustee of written  instructions  or
         such other form of instructions as is customary for the Depositary from
         the  Depositary  or its  nominee  on  behalf  of any  Person  having  a
         beneficial interest in a Global Note and upon receipt by the Trustee of
         a written order or such other form of  instructions as is customary for
         the  Depositary or the Person  designated  by the  Depositary as having
         such a  beneficial  interest in a Transfer  Restricted  Note only,  the
         following additional  information and documents shall be required to be
         delivered to the Trustee (all of which may be submitted by facsimile):

                           (A) if such beneficial  interest is being transferred
                  to the  Person  designated  by the  Depositary  as  being  the
                  beneficial  owner,  a  certification  from such person to that
                  effect (in substantially the form set forth on the Note); or

                           (B) if such beneficial  interest is being transferred
                  to a "qualified  institutional buyer" (as defined in Rule 144A
                  under the Securities  Act) in accordance  with Rule 144A under
                  the Securities  Act, a  certification  to that effect from the
                  transferor (in  substantially the form set forth on the Note);
                  or

                           (C) if such beneficial  interest is being transferred
                  to an institutional  investor that is an "accredited investor"
                  within the meaning of Rule  501(a)(1),  (2),  (3) or (7) under
                  the  Securities  Act,  a  certification  to  that  effect  (in
                  substantially the form set forth on the Note) accompanied by a
                  certificate  in the form of Exhibit B to the  Indenture to the
                  Trustee and if either the Trustee or the Company so  requests,
                  an  Opinion  of  Counsel  satisfactory  to the  Company to the
                  effect that such transfer is in compliance with the Securities
                  Act;

                           (D) if such beneficial  interest is being transferred
                  in accordance  with  Regulation S under the Securities  Act, a
                  certification  to that effect (in  substantially  the form set
                  forth on the Note) and if either the Trustee or the Company so
                  requests,  an Opinion of Counsel  satisfactory to the Company,
                  the Trustee and the Registrar to the effect that such transfer
                  is in compliance with the Securities Act; or

                           (E) if such beneficial  interest is being transferred
                  in  reliance  on  another   exemption  from  the  registration
                  requirements of the Securities  Act, a  certification  to that
                  effect from the transferee or transferor (in substantially the
                  form set forth on the Note) and if either  the  Trustee or the
                  Company so requests, an Opinion of Counsel satisfactory to the
                  Company to the effect that such transfer is in compliance with
                  the Securities Act;

then the Trustee or the Notes Custodian,  at the direction of the Trustee,  will
cause,  in accordance  with the standing  instructions  and procedures  existing
between the Depositary and the Notes Custodian,  the aggregate  principal amount
of the applicable Global Note to be reduced and,  following such reduction,  the
Company will execute and, upon receipt of an authentication order in the form of
an Officers'  Certificate,  the Trustee will authenticate and make available for
delivery to the transferee a Definitive Note.

                  (i)  Definitive  Notes  issued in  exchange  for a  beneficial
         interest in a Global  Note  pursuant to this  Section  2.6(d)  shall be
         registered in such names and in such  authorized  denominations  as the
         Depositary,  pursuant  to  instructions  from its  direct  or  indirect
         participants  or  otherwise,  shall  instruct the Trustee.  The Trustee
         shall make such Definitive  Notes available for delivery to the persons
         in whose names such Notes are so registered.

         (d)   Restrictions   on  Transfer   and   Exchange  of  Global   Notes.
Notwithstanding   any  other  provisions  of  this  Indenture  (other  than  the
provisions  set forth in subsection  (f) of this Section 2.6), a Global Note may
not be  transferred  as a whole except (i) by the Depositary to a nominee of the
Depositary,  (ii) by a nominee of the  Depositary  to the  Depositary or another
nominee of the  Depositary  or (iii) by the  Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

         (e) Authentication of Definitive Notes in Absence of Depositary.  If at
any time:

                  (i) the  Depositary for the Notes notifies the Company and the
         Company  notifies  the  Trustee in writing  that the  Depositary  is no
         longer  willing or able to continue as Depositary  for the Global Notes
         and a successor Depositary for the Global Notes is not appointed by the
         Company within 90 days after delivery of such notice; or

                  (ii) the Company, in its sole discretion, notifies the Trustee
         in writing  that it elects to cause the  issuance of  Definitive  Notes
         under this Indenture;

  then the Company will execute,  and the Trustee,  upon receipt of an Officers'
  Certificate  requesting the  authentication  and delivery of Definitive Notes,
  will  authenticate  and make available for delivery  Definitive  Notes,  in an
  aggregate  principal amount equal to the principal amount of the Global Notes,
  in exchange for such Global Notes.

         (f)      Legends.

                  (i) Except as permitted by the following  paragraph (ii), each
         Note  certificate  evidencing the Global Notes and the Definitive Notes
         (and all Notes  issued in exchange  therefor or  substitution  thereof)
         shall bear a legend in substantially the following form:

                  THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
         THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS, AND, ACCORDINGLY,  MAY NOT BE OFFERED, SOLD,
         PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR
         THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,  EXCEPT AS SET FORTH BELOW. BY
         ITS ACQUISITION  HEREOF OR OF A BENEFICIAL  INTEREST HEREIN, THE HOLDER
         (1)  REPRESENTS  THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL  BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"),  (B) IT IS AN
         INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2),
         (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI"),  OR (C)
         IT IS ACQUIRING THIS SECURITY IN AN OFFSHORE  TRANSACTION IN COMPLIANCE
         WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT
         RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR
         ANY OF ITS  SUBSIDIARIES,  (B) TO A PERSON  WHO THE  HOLDER  REASONABLY
         BELIEVES IS A QIB  PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QIB IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
         SECURITIES ACT, (C) TO AN IAI THAT,  PRIOR TO SUCH TRANSFER,  FURNISHES
         THE TRUSTEE A SIGNED  LETTER  CONTAINING  CERTAIN  REPRESENTATIONS  AND
         AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH
         CAN BE OBTAINED FROM THE TRUSTEE)  AND, IF THE COMPANY SO REQUESTS,  AN
         OPINION OF COUNSEL  ACCEPTABLE  TO THE COMPANY THAT SUCH TRANSFER IS IN
         COMPLIANCE  WITH THE  SECURITIES  ACT,  (D) IN AN OFFSHORE  TRANSACTION
         MEETING THE  REQUIREMENTS  OF RULE 903 OR 904 OF REGULATION S UNDER THE
         SECURITIES ACT, (E) IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE
         144 UNDER THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER  EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND BASED UPON
         AN OPINION OF COUNSEL  ACCEPTABLE  TO THE COMPANY,  THE TRUSTEE AND THE
         REGISTRAR OR (G) PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT AND,
         IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE  SECURITIES LAWS OF ANY
         STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3)
         AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS  SECURITY OR AN
         INTEREST HEREIN IS TRANSFERRED A NOTICE  SUBSTANTIALLY TO THE EFFECT OF
         THIS  LEGEND.  AS USED HEREIN,  THE TERMS  "OFFSHORE  TRANSACTION"  AND
         "UNITED  STATES"  HAVE  THE  MEANINGS  GIVEN  TO THEM  BY  RULE  902 OF
         REGULATION  S UNDER  THE  SECURITIES  ACT.  THE  INDENTURE  CONTAINS  A
         PROVISION  REQUIRING  THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
         THIS SECURITY IN VIOLATION OF THE FOREGOING."

                  (ii) Upon any sale or transfer of a Transfer  Restricted  Note
         (including any Transfer  Restricted Note  represented by a Global Note)
         pursuant  to  Rule  144  under  the  Securities  Act  or  an  effective
         registration statement under the Securities Act:

                           (A) in the case of any Transfer  Restricted Note that
                  is a Definitive  Note or that is represented by a Global Note,
                  the Registrar shall permit the Holder thereof to exchange such
                  Transfer  Restricted  Note for a Definitive Note that does not
                  bear the legend set forth above and rescind any restriction on
                  the transfer of such Transfer  Restricted Note (1) in the case
                  of  a  sale  or  transfer  pursuant  to  Rule  144  under  the
                  Securities  Act,  after  delivery  of a  customary  Opinion of
                  Counsel  satisfactory  to the  Company to the effect that such
                  transfer is in compliance  with the  Securities  Act or (2) in
                  the  case  of a sale  or  transfer  pursuant  to an  effective
                  registration statement under the Securities Act; and

                           (B) any such Transfer  Restricted Note represented by
                  a Global Note shall not be subject to the provisions set forth
                  in (i) above (such sales or  transfers  being  subject only to
                  the provisions of Section 2.6(c) hereof).

         (a) Cancellation  and/or Adjustment of Global Note. At such time as all
beneficial  interests in a Global Note have either been exchanged for Definitive
Notes, redeemed,  repurchased or canceled, such Global Note shall be returned to
or retained and canceled by the Trustee. At any time prior to such cancellation,
if any beneficial  interest in a Global Note is exchanged for Definitive  Notes,
redeemed,  repurchased or canceled, the principal amount of Notes represented by
such  Global  Note shall be  reduced  and an  endorsement  shall be made on such
Global Note, by the Trustee or the Notes Custodian,  at the written direction of
the Trustee, to reflect such reduction.

         (b)  Obligations  with respect to Transfers and Exchanges of Definitive
Notes.

                  (i) To permit  registrations  of transfers and exchanges,  the
         Company  shall execute and the Trustee  shall  authenticate  Definitive
         Notes and Global Notes at the  Registrar's  or  co-Registrar's  written
         request.

                  (ii) No service charge shall be made for any  registration  of
         transfer or  exchange,  but the  Company  may require  payment of a sum
         sufficient  to  cover  any  transfer  tax,   assessments,   or  similar
         governmental  charge  payable in connection  therewith  (other than any
         such  transfer  taxes,  assessments,  or  similar  governmental  charge
         payable upon  exchanges  or  transfers  pursuant to Section 2.2 (fourth
         paragraph), 2.10, 3.7, 9.5, or 1 1.1 (final paragraph)).

                  (iii) The Registrar or  co-Registrar  shall not be required to
         register  the  transfer  of or  exchange  of (a)  any  Definitive  Note
         selected for  redemption  in whole or in part  pursuant to Article III,
         except the unredeemed  portion of any Definitive Note being redeemed in
         part, or (b) any Note for a period beginning 15 days before the mailing
         of a notice of an offer to repurchase  pursuant to Article XI hereof or
         the mailing of a notice of redemption of Notes  pursuant to Article III
         hereof and ending at the close of business on the day of such mailing.

Section 2.7.        Replacement Notes.

                  If a mutilated  Note is  surrendered  to the Trustee or if the
Holder of a Note claims and submits an affidavit or other evidence, satisfactory
to the  Trustee,  to the  Trustee  to the  effect  that the Note has been  lost,
destroyed or stolen,  the Company shall issue and the Trustee shall authenticate
a  replacement  Note if the  Trustee's  requirements  are met.  Such Holder must
provide 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.

                  In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, the Company in its discretion, but
subject to any conversion  rights,  may, instead of issuing a new Note, pay such
Note, upon satisfaction of the conditions set forth in the preceding paragraph.

                  Every new Note issued  pursuant to this Section 2.7 in lieu of
any  mutilated,  destroyed,  lost or stolen  Note shall  constitute  an original
additional contractual obligation of the Company,  whether or not the mutilated,
destroyed,  lost or stolen Note shall be at any time enforceable by anyone,  and
such new Note shall be entitled to all the  benefits of this  Indenture  equally
and proportionately with any and all other Notes duly issued hereunder.

                  The  provisions  of this Section 2.7 are  exclusive  and shall
preclude (to the extent lawful) all other rights and remedies of any Holder with
respect to the  replacement or payment of mutilated,  destroyed,  lost or stolen
Notes.

Section 2.8.        Outstanding Notes.

                  Notes outstanding at any time are all the Notes that have been
authenticated  by the Trustee  (including any Note represented by a Global Note)
except those  canceled by it,  those  delivered  to it for  cancellation,  those
reductions in the interest in a Global Note  effected by the Trustee  hereunder,
those paid  pursuant to Section 2.7 and those  described  in this Section 2.8 as
not outstanding.  A Note does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Note, except as provided in Section 2.9.

                  If a Note is  replaced  pursuant  to Section 2.7 (other than a
mutilated  Note  surrendered  for  replacement),  the replaced Note 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 2.7.

                  If on a  Redemption  Date the  Paying  Agent  (other  than the
Company or an Affiliate of the Company) holds Cash  sufficient to pay all of the
principal and interest due on the Notes payable on that date in accordance  with
Section  3.6  hereof  and  payment of the Notes  called  for  redemption  is not
otherwise  prohibited  pursuant to Article XII hereof or otherwise,  then on and
after that date such Notes cease to be  outstanding  and interest on them ceases
to accrue.

Section 2.9.        Treasury Notes.

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

Section 2.10.       Temporary Notes.

                  Until Definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall  authenticate  temporary  Notes.  Temporary  Notes
shall be  substantially  in the form of Definitive Notes but may have variations
that  the  Company  reasonably  and in  good  faith  considers  appropriate  for
temporary Notes.  Without  unreasonable delay, the Company shall prepare and the
Trustee shall  authenticate  Definitive  Notes in exchange for temporary  Notes.
Until so exchanged, the temporary Notes shall in all respects be entitled to the
same  benefits  under  this  Indenture  as  permanent  Notes  authenticated  and
delivered hereunder.

Section 2.11.       Cancellation.

                  The Company at any time may  deliver  Notes to the Trustee for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the  direction of the Trustee,  the Registrar or the Paying Agent (other than
the Company or an Affiliate of the Company),  and no one else,  shall cancel and
return all Notes surrendered for transfer,  exchange, payment or cancellation to
the  Company.  Subject to Section  2.7,  the  Company may not issue new Notes to
replace Notes that have been paid or delivered to the Trustee for  cancellation.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section 2.11,  except as expressly  permitted in the form of
Notes and as permitted by this Indenture.

Section 2.12.       Defaulted Interest.

                  Interest on any Note which is payable,  and is punctually paid
or duly provided  for, on any Interest  Payment Date shall be paid to the person
in whose name that Note (or one or more predecessor  Notes) is registered at the
close of business on the Record Date for such interest.

                  Any  interest  on  any  Note  which  is  payable,  but  is not
punctually paid or duly provided for, on any Interest  Payment Date plus, to the
extent lawful,  any interest  payable on the defaulted  interest  (collectively,
herein called  "Defaulted  Interest") shall forthwith cease to be payable to the
registered  holder on the relevant Record Date, and such Defaulted  Interest may
be paid by the Company,  at its election in each case, as provided in clause (1)
or (2) below:

                  (1) The  Company  may elect to make  payment of any  Defaulted
         Interest to the  persons in whose names the Notes (or their  respective
         predecessor Notes) are registered at the close of business on a Special
         Record Date for the payment of such Defaulted Interest,  which shall be
         fixed in the following manner.  The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Note and the date of the  proposed  payment,  and at the same  time the
         Company  shall  deposit with the Trustee an amount of Cash equal to the
         aggregate  amount  proposed  to be paid in  respect  of such  Defaulted
         Interest  or shall make  arrangements  satisfactory  to the Trustee for
         such deposit prior to the date of the proposed payment,  such Cash when
         deposited  to be held in trust for the benefit of the persons  entitled
         to such  Defaulted  Interest as provided in this clause (1).  Thereupon
         the  Trustee  shall fix a special  record  date for the payment of such
         Defaulted  Interest  which shall be not more than 15 Business  Days and
         not less  than 10  Business  Days  prior  to the  date of the  proposed
         payment  and not less than 10  Business  Days after the  receipt by the
         Trustee of the notice of the proposed payment  ("Special Record Date").
         The  Trustee  shall  promptly  notify  the  Company  in writing of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed  payment of such Defaulted  Interest
         and the Special Record Date therefor to be mailed,  first-class postage
         prepaid,  to each  Holder  at his  address  as it  appears  in the Note
         register not less than 10 Business  Days prior to such  Special  Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special  Record Date  therefor  having been mailed as  aforesaid,  such
         Defaulted  Interest  shall be paid to the  persons  in whose  names the
         Notes (or their  respective  predecessor  Notes) are registered on such
         Special  Record  Date and shall no longer be  payable  pursuant  to the
         following clause (2).

                  (2) The Company may make payment of any Defaulted  Interest in
         any other lawful manner not  inconsistent  with the requirements of any
         securities  exchange  on which the Notes may be  listed,  and upon such
         notice as may be required by such  exchange,  if, after written  notice
         given by the Company to the Trustee of the proposed payment pursuant to
         this clause, such manner shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section 2.12, each
Note  delivered  under this  Indenture upon transfer of or in exchange for or in
lieu of any other Note shall  carry the rights to  interest  accrued and unpaid,
and to accrue, which were carried by such other Note.

Section 2.13.       CUSIP Numbers.

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



                                  ARTICLE III.


                                   REDEMPTION

Section 3.1.        Right of Redemption.

                  Redemption  of Notes,  as permitted  by any  provision of this
Indenture,  shall be made in accordance  with  Paragraph 5 of the Notes and this
Article  III.  The Company  will not have the right to redeem any Notes prior to
November 1, 2000. On or after  November 1, 2000, the Company will have the right
to redeem all or any part of the Notes at the  Redemption  Prices  specified  in
Paragraph 5 therein,  in each case  including  accrued and unpaid  interest  and
Liquidated Damages, if any, to, but excluding,  the Redemption Date. Payments in
respect  of  the  Notes  on  redemption  by  the  Company  are  subject  to  the
subordination provisions set forth in Article XII.

Section 3.2.        Notices to Trustee.

                  If the Company  elects to redeem Notes pursuant to Paragraph 5
of the Notes, it shall notify the Trustee in writing of the Redemption Date, the
principal  amount of Notes to be redeemed,  the Redemption  Price and whether it
wants the Trustee to give notice of redemption to the Holders.

                  The Company shall give each notice to the Trustee provided for
in this  Section  3.2 at  least 45 days but not  more  than 60 days  before  the
Redemption  Date (unless a shorter  notice period shall be  satisfactory  to the
Trustee).  Any such  notice may be  canceled at any time prior to notice of such
redemption  being  mailed  to any  Holder  and shall  thereby  be void and of no
effect.

Section 3.3.        Selection of Notes to Be Redeemed.

                  If less than all of the Notes are to be  redeemed  pursuant to
Paragraph 5 thereof,  the Trustee shall select the Notes to be redeemed on a pro
rata basis,  by lot or by such other method as the Trustee shall determine to be
fair  and  appropriate  and in such  manner  as  complies  with  any  applicable
depositary, legal and stock exchange or automated quotation system requirements.

                  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 3.4.        Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid,  to the Trustee and each Holder  whose Notes are to be redeemed at such
Holder's  address as it  appears  on the  security  register  maintained  by the
Registrar.  At the  Company's  request,  the  Trustee  shall  give the notice of
redemption in the Company's  name and at the Company's  expense.  Each notice of
redemption shall identify the Notes to be redeemed and shall state:

                           (1) the  Redemption  Date,  and that the Notes called
                  for  redemption  may not be  converted  after the Business Day
                  immediately prior to the Redemption Date;

                           (2) the  Redemption  Price,  including  the amount of
                  accrued and unpaid interest and Liquidated Damages, if any, to
                  be paid upon such redemption;

                           (3) the name,  address  and  telephone  number of the
                  Paying Agent;

                           (4)  that  Notes  called  for   redemption   must  be
                  surrendered  to the Paying  Agent at the address  specified in
                  such notice to collect the Redemption Price;

                           (5) that,  unless  (a) the  Company  defaults  in its
                  obligation to deposit Cash with the Paying Agent in accordance
                  with  Section  3.6  hereof or (b) such  redemption  payment is
                  prohibited  pursuant  to  Article  XII  hereof  or  otherwise,
                  interest  on, and  Liquidated  Damages  with respect to, Notes
                  called  for  redemption  ceases  to  accrue  on and  after the
                  Redemption Date and the only remaining right of the Holders of
                  such Notes is to  receive  payment  of the  Redemption  Price,
                  including accrued and unpaid interest and Liquidated  Damages,
                  if any, to, but excluding the Redemption  Date, upon surrender
                  to the Paying Agent of the Notes called for  redemption and to
                  be redeemed;

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

                           (7) if less than all the  Notes  are to be  redeemed,
                  the   identification  of  the  particular  Notes  (or  portion
                  thereof) to be redeemed,  as well as the  aggregate  principal
                  amount of such Notes to be redeemed;

                           (8) the CUSIP number of the Notes to be redeemed; and

                           (9) that the  notice is being sent  pursuant  to this
                  Section  3.4 and  pursuant  to the  redemption  provisions  of
                  Paragraph 5 of the Notes.

Section 3.5.        Effect of Notice of Redemption.

                  Once notice of redemption is mailed in accordance with Section
3.4, Notes called for redemption  become due and payable on the Redemption  Date
and  at  the  Redemption  Price,  including  accrued  and  unpaid  interest  and
Liquidated  Damages,  if any, to the  Redemption  Date.  Upon  surrender  to the
Trustee or Paying Agent,  such Notes called for redemption  shall be paid at the
Redemption Price,  including accrued and unpaid interest and Liquidated Damages,
if any, to the Redemption Date;  provided that if the Redemption Date is after a
regular Record Date and on or prior to the corresponding  Interest Payment Date,
the accrued  interest and  Liquidated  Damages,  if any, shall be payable to the
Holder of the  redeemed  Notes  registered  on the  relevant  Record  Date;  and
provided,  further, that if a Redemption Date is a Legal Holiday,  payment shall
be made on the  next  succeeding  Business  Day and no  interest  or  Liquidated
Damages shall accrue for the period from such Redemption Date to such succeeding
Business Day.

Section 3.6.        Deposit of Redemption Price.

                  On or prior to the Redemption  Date, the Company shall deposit
with the Paying  Agent  (other than the Company or an  Affiliate of the Company)
Cash  sufficient  pay the  Redemption  Price of,  including  accrued  and unpaid
interest on, and  Liquidated  Damages,  if any, with respect to, all Notes to be
redeemed on such  Redemption  Date (other than Notes or portions  thereof called
for  redemption  on that date that have been  delivered  by the  Company  to the
Trustee for cancellation). The Paying Agent shall promptly return to the Company
any Cash so  deposited  which is not  required for that purpose upon the written
request of the Company.

                  If the Company  complies with the preceding  paragraph and the
other  provisions  of this  Article  III and  payment  of the Notes  called  for
redemption  is not  prohibited  under  Article XII or  otherwise,  interest  and
Liquidated  Damages, if any, on the Notes to be redeemed will cease to accrue on
and  after  the  applicable  Redemption  Date,  whether  or not such  Notes  are
presented for payment.  Notwithstanding  anything herein to the contrary, if any
Note surrendered for redemption in the manner provided in the Notes shall not be
so paid upon surrender for  redemption  because of the failure of the Company to
comply with the preceding paragraph, Liquidated Damages shall continue to accrue
and be paid from the Redemption Date if so required pursuant to Section 3 of the
Registration  Rights Agreement and interest shall continue to accrue and be paid
from the  Redemption  Date until such  payment is made on the unpaid  principal,
and, to the extent lawful, on any interest not paid on such unpaid principal, in
each case at the rate and in the manner  provided  in Section 4.1 hereof and the
Note.

Section 3.7.        Notes Redeemed in Part.

                  Upon  surrender of a Note that is to be redeemed in part,  the
Company  shall execute and the Trustee shall  thereafter  authenticate  and make
available for delivery to the Holder,  without  service charge to the Holder,  a
new Note or Notes equal in  principal  amount to the  unredeemed  portion of the
Note surrendered.



                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.        Payment of Notes.

                  The  Company  shall pay the  principal  of,  interest  on, and
Liquidated  Damages  with  respect  to, the Notes on the dates and in the manner
provided in the Notes and the Registration Rights Agreement,  as applicable.  An
installment of principal of, interest on, or Liquidated Damages with respect to,
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 for
the benefit of the  Holders,  on or before 12:00 noon New York City time on that
date, Cash deposited and designated for and sufficient to pay the installment.

                  The Company  shall pay  interest on overdue  principal  and on
overdue  installments of interest at the rate specified in the Notes  compounded
semi-annually, to the extent lawful.

Section 4.2.        Maintenance of Office or Agency.

                  The Company shall  maintain in the Borough of  Manhattan,  The
City  of New  York,  an  office  or  agency  where  Notes  may be  presented  or
surrendered  for payment,  where Notes may be surrendered  for  registration  of
transfer or exchange and for conversion and where notices and demands to or upon
the  Company  in  respect of the Notes and this  Indenture  may be  served.  The
Company shall give prompt written notice to the Trustee of the location, and any
change in the  location,  of such  office or agency.  If at any time the Company
shall  fail to  maintain  any such  required  office or agency or shall  fail to
furnish the Trustee with the address thereof,  such  presentations,  surrenders,
notices  and  demands  may be made or served at the  address of the  Trustee set
forth in Section 14.2.

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

Section 4.3.        Corporate Existence.

                  Subject to Article V, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate or other  existence of each of its  Subsidiaries  in
accordance with the respective  organizational documents of each of them and the
rights (charter and statutory) and corporate  franchises of the Company and each
of its Subsidiaries;  provided,  however, that the Company shall not be required
to preserve, with respect to itself, any right or franchise, and with respect to
any of its  Subsidiaries,  any such  existence,  right or franchise,  if (a) the
Company shall, in good faith, reasonably determine that the preservation thereof
is no longer desirable in the conduct of the business of such entity and (b) the
loss thereof is not disadvantageous in any material respect to the Holders.

Section 4.4.        Payment of Taxes and Other Claims.

                  Except  with  respect  to items that are not  material  to the
Company and its  Subsidiaries  taken as a whole,  the Company  shall,  and shall
cause  each of its  Subsidiaries  to,  pay or  discharge  or cause to be paid or
discharged,  before the same shall become delinquent, (i) all taxes, assessments
and  governmental  charges  (including  withholding  taxes  and  any  penalties,
interest and  additions  to taxes)  levied or imposed upon the Company or any of
its Subsidiaries or any of their  respective  properties and assets and (ii) all
lawful  claims,  whether for labor,  materials,  supplies,  services or anything
else,  which have  become due and  payable and which by law have or may become a
Lien upon the  property  and assets of the  Company or any of its  Subsidiaries;
provided, however, that neither the Company nor any Subsidiary shall be required
to pay or discharge or cause to be paid or discharged any such tax,  assessment,
charge or claim whose amount,  applicability  or validity is being  contested in
good faith by appropriate  proceedings and for which disputed  amounts  adequate
reserves have been established in accordance with GAAP.

Section 4.5.        Maintenance of Properties and Insurance.

                  The Company shall cause all material properties used or useful
to the conduct of its business and the business of each of its  Subsidiaries  to
be maintained and kept in good condition,  repair and working order  (reasonable
wear and tear  excepted)  and  shall  cause  to be made all  necessary  repairs,
renewals,  replacements,  betterments and  improvements  thereof,  all as in its
reasonable  judgment  may be  necessary,  so that  the  business  carried  on in
connection therewith may be properly conducted at all times; provided,  however,
that  nothing in this Section 4. 5 shall  prevent the Company or any  Subsidiary
from  discontinuing  the operation or maintenance of any of such properties,  if
such  discontinuance  is (a) in the  judgment of the  Company,  desirable in the
conduct  of the  business  of such  entity  and (b) not  disadvantageous  in any
material respect to the Holders.

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

Section 4.6.        Compliance Certificate; Notice of Default.

                  (a) The Company shall  deliver to the Trustee  within 120 days
after the end of the Company's  fiscal year an Officers'  Certificate  complying
with Section  314(a)(4)  of the TIA and stating that a review of its  activities
and the activities of its Subsidiaries during the preceding fiscal year has been
made under the  supervision  of the signing  Officers with a view to determining
whether the Company has kept, observed,  performed and fulfilled its obligations
under this Indenture and further  stating,  as to each such Officer signing such
certificate,  whether or not the signer  knows of any  failure by the Company or
any Subsidiary of the Company to comply with any conditions or covenants in this
Indenture  and,  if such  signer  does know of such a  failure  to  comply,  the
certificate  shall  describe  such failure  with  particularity.  The  Officers'
Certificate shall also notify the Trustee should the relevant fiscal year end on
any date other than the current fiscal year end date.

                  (b)  The  Company  shall,  so  long  as any of the  Notes  are
outstanding, deliver to the Trustee, promptly upon the Company becoming aware of
(and in any event  within  five days  after the  Company  becomes  aware of) any
Default, Event of Default or fact which would prohibit the making of any payment
to or by  the  Trustee  in  respect  of  the  Notes,  an  Officers'  Certificate
specifying such Default, Event of Default or fact and what action the Company is
taking or proposes to take with respect thereto. The Trustee shall not be deemed
to have  knowledge of any Default,  any Event of Default or any such fact unless
one of its Trust Officers receives notice thereof from the Company or any of the
Holders.

Section 4.7.        Reports.

                  Whether  or not  the  Company  is  subject  to  the  reporting
requirements  of Section 13 or 15(d) of the  Exchange  Act,  the  Company  shall
deliver to the Trustee,  within 15 days after it is or would have been  required
to  file  such  with  the  SEC,  annual  and  quarterly  consolidated  financial
statements substantially equivalent to financial statements that would have been
included  in  reports  filed  with the SEC if the  Company  were  subject to the
requirements of Section 13 or 15(d) of the Exchange Act, including, with respect
to  annual  information  only,  a  report  thereon  by the  Company's  certified
independent  public accountants as such would be required in such reports to the
SEC and, in each case,  together with a management's  discussion and analysis of
financial condition and results of operations which would be so required.

Section 4.8.        Limitation on Status as Investment Company.

                  Neither the Company nor any of its  Subsidiaries  shall become
an "investment  company" (as that term is defined in the Investment  Company Act
of 1940,  as  amended),  or otherwise  become  subject to  regulation  under the
Investment Company Act.

Section 4.9.        Waiver of Stay, Extension or Usury Laws.

                  The Company  covenants  (to the extent that it may lawfully do
so) that it will 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 which would  prohibit or forgive the Company  from paying
all or any portion of the principal of,  premium of,  interest on, or Liquidated
Damages with respect to, 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  hereby  expressly  waives all benefit or advantage of any such law,
and  covenants  that it will not hinder,  delay or impede the  execution  of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

Section 4.10.       Rule 144A Information Requirement.

                  If at any time there are Transfer Restricted Notes outstanding
and the  Company  shall  cease to have a class of equity  securities  registered
under  Section 12(b) of the Exchange Act or shall cease to be subject to Section
15(d) of the Exchange Act, the Company shall furnish, within a reasonable period
of time,  to the Holders or  beneficial  holders of the Notes or the  underlying
Common Stock and prospective  purchasers of Notes or the underlying Common Stock
designated  by the  Holders of Transfer  Restricted  Notes,  upon their  written
request,  the information  required to be delivered  pursuant to Rule 144A(d)(4)
under the Securities Act until such time as the Shelf Registration Statement has
become  effective  under the Securities Act. The Company shall also furnish such
information  during the pendency of any suspension of effectiveness of the Shelf
Registration Statement.



                                   ARTICLE V.

                              SUCCESSOR CORPORATION

Section 5.1.        Limitation on Merger, Sale or Consolidation.

                  (a) The Company shall not, directly or indirectly, consolidate
with  or  merge  with or  into,  or  sell,  lease,  convey  or  transfer  all or
substantially all of its assets (on a consolidated  basis),  whether in a single
transaction  or a  series  of  related  transactions  or  a  series  of  related
transactions,  to another  Person or group of affiliated  Persons (other than to
its wholly owned Subsidiaries), unless (i) either (a) in the case of a merger or
consolidation  the  Company  is  the  surviving  entity  or (b)  the  resulting,
surviving or transferee entity is a corporation  organized under the laws of the
United  States,  any state  thereof or the  District of Columbia  and  expressly
assumes by  supplemental  indenture  all of the  obligations  of the  Company in
connection with the Notes and the Indenture; (ii) no Default or Event of Default
shall exist or shall occur  immediately  before or after  giving  effect to such
transaction;  and (iii) the Company has  delivered  to the Trustee an  Officers'
Certificate  and an Opinion of Counsel,  each stating  that such  consolidation,
merger  or  transfer  and,  if  a  supplemental  indenture  is  required,   such
supplemental  indenture  comply  with the  Indenture  and  that  all  conditions
precedent hereunder relating to such transactions have been satisfied.

                  (b) For purposes of clause (a) of this Section 5.1 and Section
13.6, the sale, lease, conveyance, assignment, transfer, or other disposition of
all  or  substantially  all  of  the  properties  and  assets  of  one  or  more
Subsidiaries of the Company, which properties and assets, if held by the Company
instead of such  Subsidiaries,  would constitute all or substantially all of the
properties and assets of the Company on a consolidated basis, shall be deemed to
be the transfer of all or substantially  all of the properties and assets of the
Company.

Section 5.2.        Successor Corporation Substituted.

                  Upon any  consolidation  or merger or any  transfer  of all or
substantially all of the assets of the Company in accordance with the foregoing,
the successor corporation formed by such consolidation or into which the Company
is merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise  every right and power of, the Company under the Indenture
with the same effect as if such successor  corporation had been named therein as
the Company,  and the Company  thereafter  will be released from its obligations
under the Indenture and the Notes,  except as to any obligations that arise from
or as a result of such transaction.

                                   ARTICLE VI.

                         EVENTS OF DEFAULT AND REMEDIES

Section 6.1.        Events of Default.

                  "Event of Default," wherever used herein, means any one of the
following  events  (whatever the reason for such Event of Default and whether it
shall be caused voluntarily or involuntarily or effected, without limitation, by
operation  of law or pursuant to any  judgment,  decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                           (1) failure to pay any installment of interest on, or
                  Liquidated  Damages with respect to, the Notes as and when the
                  same  becomes  due and  payable  and the  continuance  of such
                  failure for a period of 30 days,  whether or not such  payment
                  is prohibited by Article XII;

                           (2)  failure to pay all or any part of the  principal
                  of,  or  premium,  if any on the  Notes  when  and as the same
                  become  due  and   payable   at   maturity,   redemption,   by
                  acceleration  or  otherwise,  including,  without  limitation,
                  pursuant to any Repurchase Offer;

                           (3)  the  failure  of  the  Company  to  perform  any
                  conversion  of Notes  required  under  the  Indenture  and the
                  continuance of any such failure for 30 days;

                           (4)  failure by the Company to observe or perform any
                  other  covenant  or  agreement  contained  in the Notes or the
                  Indenture and,  subject to the exception set forth in the last
                  paragraph of this Section 6.1, the continuance of such failure
                  for a period of 60 days after  written  notice is given to the
                  Company by the  Trustee or to the  Company  and the Trustee by
                  Holders of at least 25% in aggregate  principal  amount of the
                  Notes outstanding;

                           (5)  failure  of  the  Company  or  any   Significant
                  Subsidiary  to make any  payment at  maturity,  including  any
                  applicable  grace period,  in respect of  Indebtedness  (other
                  than  non-recourse  obligations),  in an  amount  in excess of
                  $15,000,000  and the  continuance  of such failure for 30 days
                  after written notice is given to the Company by the Trustee or
                  to the  Company and the Trustee by the Holders of at least 25%
                  in aggregate principal amount of Notes outstanding;

                           (6)  default  by  the  Company  or  any   Significant
                  Subsidiary  with  respect  to  any  Indebtedness  (other  than
                  non-recourse  obligations),   which  default  results  in  the
                  acceleration  of  Indebtedness  having a  principal  amount in
                  excess of $15,000,000  without such  Indebtedness  having been
                  discharged  or such  acceleration  having  been  rescinded  or
                  annulled  for 30 days  after  written  notice  is given to the
                  Company by the  Trustee or to the  Company  and the Trustee by
                  the Holders of at least 25% in aggregate  principal  amount of
                  Notes outstanding;

                           (7)  final  unsatisfied   judgments  not  covered  by
                  insurance  aggregating  in excess of  $20,000,000,  at any one
                  time  rendered  against the Company or any of its  Significant
                  Subsidiaries  and not stayed,  bonded or discharged  within 60
                  days;

                           (8) a  decree,  judgment,  or  order  by a  court  of
                  competent  jurisdiction  shall have been entered adjudging the
                  Company or any of its Significant  Subsidiaries as bankrupt or
                  insolvent,  or approving as properly filed a petition  seeking
                  reorganization  of the  Company  or  any  of  its  Significant
                  Subsidiaries  under any  bankruptcy  or similar  law, and such
                  decree,  judgment or order shall have  continued  undischarged
                  and unstayed for a period of 60 days; or a decree, judgment or
                  order of a court of competent jurisdiction for the appointment
                  of a receiver, liquidator,  trustee, or assignee in bankruptcy
                  or  insolvency  of  the  Company,   any  of  its   Significant
                  Subsidiaries,  or of the property of any such  Person,  or for
                  the  winding  up or  liquidation  of the  affairs  of any such
                  Person, shall have been entered, and such decree, judgment, or
                  order shall have remained in force  undischarged  and unstayed
                  for a period of 60 days; or

                           (9)   the   Company   or  any   of  its   Significant
                  Subsidiaries  shall institute  proceedings to be adjudicated a
                  voluntary  bankrupt,  or  shall  consent  to the  filing  of a
                  bankruptcy  proceeding against it, or shall file a petition or
                  answer or consent seeking  reorganization under any bankruptcy
                  or similar  law or similar  statute,  or shall  consent to the
                  filing  of  any  such  petition,   or  shall  consent  to  the
                  appointment of a Custodian, receiver, liquidator,  trustee, or
                  assignee  in  bankruptcy  or  insolvency  of it or  any of its
                  assets or property, or shall make a general assignment for the
                  benefit of creditors,  or shall admit in writing its inability
                  to pay its  debts  generally  as they  become  due,  or shall,
                  within the meaning of any Bankruptcy  Law,  become  insolvent,
                  fail  generally  to pay its debts as they  become due, or take
                  any  corporate  action  in  furtherance  of or to  facilitate,
                  conditionally or otherwise, any of the foregoing.

                  Notwithstanding  the  60-day  period  and  notice  requirement
contained in Section  6.1(4) above,  with respect to a default in any obligation
of the Company under Article XI the 60-day period  referred to in Section 6.1(4)
shall be deemed to have  begun as of the date the  Change of  Control  notice is
required  to be sent in the event that the  Company  has not  complied  with the
provisions  of  Section  11.1 and the  Trustee  or  Holders  of at least  25% in
principal amount of the outstanding  Notes thereafter give the Notice of Default
referred to in Section  6.1(4) to the Company and, if  applicable,  the Trustee;
provided, however, that if the breach or default is a result of a default in the
payment when due of the Repurchase  Price on the Repurchase  Date, such Event of
Default  shall be deemed,  for  purposes of this  Section 6.1, to arise no later
than on the final Repurchase Date.

Section 6.2.        Acceleration of Maturity, Rescission and Annulment.

                  If an  Event  of  Default  (other  than an  Event  of  Default
specified  in  Section  6.1(8) or (9)  relating  to the  Company)  occurs and is
continuing,  then in every such case,  unless the  principal of all of the Notes
shall have already become due and payable,  either the Trustee or the Holders of
not less than 25% in aggregate  principal amount of then outstanding Notes, by a
notice in writing to the Company  (and to the  Trustee if given by Holders)  (an
"Acceleration  Notice"),  may declare all of the  principal of the Notes (or the
Repurchase  Price if the Event of Default includes failure to pay the Repurchase
Price,  determined as set forth below),  including in each case premium, if any,
accrued interest and Liquidated  Damages on or with respect  thereto,  to be due
and payable  immediately.  If an Event of Default specified in Section 6.1(8) or
(9) relating to the Company  occurs,  all principal,  premium,  if any,  accrued
interest and Liquidated  Damages on or with respect  thereto will be immediately
due and payable on all outstanding Notes without any declaration or other act on
the part of Trustee or the Holders.

                  At any time after such a declaration of acceleration  has been
made and  before a  judgment  or decree  for  payment  of the money due has been
obtained by the Trustee as hereinafter  provided in this Article VI, and subject
to  Section  12.2(b),  the  Holders  of no less  than a  majority  in  aggregate
principal amount of then outstanding Notes, by written notice to the Company and
the Trustee,  may rescind,  on behalf of all Holders,  any such  declaration  of
acceleration if:

                  (1) the Company has paid or  deposited  with the Trustee  Cash
         sufficient to pay:

                           (A) all overdue  interest on, and overdue  Liquidated
                  Damages with respect to, all Notes,

                           (B) the principal of (and premium, if any, applicable
                  to) any Notes which would then be due  otherwise  than by such
                  declaration of acceleration,  and interest thereon at the rate
                  borne by the Notes,

                           (C) to the extent  that  payment of such  interest is
                  lawful,  interest upon overdue interest and Liquidated Damages
                  at the rate borne by the Notes,

                           (D)  all  sums  paid  or   advanced  by  the  Trustee
                  hereunder and the  compensation,  expenses,  disbursements and
                  advances of the Trustee, its agents and counsel, and

                  (2) all Events of Default,  other than the  non-payment of the
         principal of, premium,  if any, interest on and Liquidated Damages with
         respect to Notes that have  become  due solely by such  declaration  of
         acceleration,  have been cured or waived as provided  in Section  6.12,
         including,  if  applicable,  any  Event  of  Default  relating  to  the
         covenants contained in Section 11.1.

Notwithstanding  the  previous  sentence of this Section 6.2, no waiver shall be
effective against any Holder for any Event of Default or event which with notice
or lapse  of time or both  would be an Event  of  Default  with  respect  to any
covenant or provision which cannot be modified or amended without the consent of
the Holder of each outstanding Note affected  thereby,  unless all such affected
Holders  agree,  in writing,  to waive such Event of Default or other event.  No
such waiver  shall cure or waive any  subsequent  Default or Event of Default or
impair any right consequent thereon.

Section 6.3.    Collection of Indebtedness and Suits for Enforcement by Trustee.

                  The Company  covenants  that if an Event of Default in payment
of principal, premium, interest or Liquidated Damages specified in clause (1) or
(2) of Section 6.1 occurs and is continuing,  the Company shall,  upon demand of
the Trustee,  pay to it, for the benefit of the Holders of such Notes, the whole
amount  then due and  payable on such  Notes for  principal,  premium  (if any),
interest,  Liquidated  Damages and, to the extent that payment of such  interest
shall be legally enforceable, interest on any overdue principal (and premium, if
any),  Liquidated Damages and on any overdue interest,  at the rate borne by the
Notes, and, in addition  thereto,  such further amount as shall be sufficient to
cover the costs, fees and expenses of collection, including compensation to, and
expenses, disbursements and advances of, the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts  forthwith  upon such
demand, the Trustee, in its own name and as trustee of an express trust in favor
of  the  Holders,  may at  the  expense  of the  Company  institute  a  judicial
proceeding for the collection of the sums so due and unpaid,  may at the expense
of the Company  prosecute  such  proceeding  to judgment or final decree and may
enforce the same  against the  Company or any other  obligor  upon the Notes and
collect the moneys  adjudged or decreed to be payable in the manner  provided by
law out of the  property  of the  Company or any other  obligor  upon the Notes,
wherever situated.

                  If an Event of Default occurs and is  continuing,  the Trustee
may in its  discretion  proceed to protect and enforce its rights and the rights
of the Holders by such  appropriate  judicial  proceedings  as the Trustee shall
deem most  effective  to protect and enforce  any such  rights,  whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.4.        Trustee May File Proofs of Claim.

                  In  case  of the  pendency  of any  receivership,  insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial  proceeding relative to the Company or any other obligor upon the
Notes  or the  property  of the  Company  or of  such  other  obligor  or  their
creditors,  the Trustee  (which term as used in this Section  shall  include any
predecessor  Trustee)  (irrespective of whether the principal of the Notes shall
then be due and payable as therein  expressed or by declaration or otherwise and
irrespective  of whether the  Trustee  shall have made any demand on the Company
for the payment of overdue principal,  interest or Liquidated  Damages) shall be
entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions under the TIA, including

                  (1) to file  and  prove  a  claim  for  the  whole  amount  of
         principal (and premium,  if any), interest and Liquidated Damages owing
         and unpaid in  respect  of the Notes and to file such  other  papers or
         documents  as may be necessary or advisable in order to have the claims
         of  the  Trustee  (including  any  claim  under  Section  7.7  for  the
         compensation,   fees,  expenses,  disbursements  and  advances  of  the
         Trustee,  its agents and  counsel)  and of the Holders  allowed in such
         judicial proceeding, and

                  (2) To  collect  and  receive  any  moneys  or other  property
         payable or deliverable on any such claims and to distribute the same in
         accordance with Section 6.6;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the  Trustee  any amount  due it for the  compensation,  expenses,  fees,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the  Trustee  under  Section  7.7. To the extent that the payment of
such compensation,  expenses,  fees,  disbursements and advances of Trustee, its
agents and counsel and any other  amounts due to the Trustee  under  Section 7.7
hereof out of the estate in any such judicial proceeding shall be denied for any
reason,  payment  of the same shall be secured  by a  perfected  first  priority
security  interest  in and  lien  on,  and  shall  be paid  out of,  any and all
distributions,  dividends,  money,  securities  and  other  properties  that the
Holders may be entitled to receive in such proceeding  whether in liquidation or
under any plan of  reorganization  or  arrangement  or  otherwise,  and any such
security  interest and lien in favor of any predecessor  Trustee shall be senior
to the security interest and lien in favor of the current Trustee.

                  Nothing  herein  contained  shall be deemed to  authorize  the
Trustee  to  authorize  or consent to or accept or adopt on behalf of any Holder
any plan of reorganization,  arrangement,  adjustment,  or composition affecting
the Notes or the rights of any Holder  thereof or to  authorize  the  Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.5.        Trustee May Enforce Claims Without Possession of Notes.

                  All rights of action and claims  under this  Indenture  or the
Notes may be prosecuted  and enforced by the Trustee  without the  possession of
any of the Notes or the production  thereof in any proceeding  relating thereto,
and any such  proceeding  instituted  by the Trustee shall be brought in its own
name as trustee of an express trust in favor of the Holders, and any recovery of
judgment  shall,  after  provision  for the  payment  of  compensation  to,  and
expenses,  fees,  disbursements  and advances  of, the  Trustee,  its agents and
counsel,  be for the  ratable  benefit of the Holders of the Notes in respect of
which such judgment has been recovered.

Section 6.6.        Priorities.

                  Any money collected by the Trustee pursuant to this Article VI
shall be  applied  in the  following  order,  at the date or dates  fixed by the
Trustee and, in case of the  distribution of such money on account of principal,
premium (if any), interest or Liquidated Damages, upon presentation of the Notes
and the  notation  thereon  of the  payment  if only  partially  paid  and  upon
surrender thereof if fully paid:

                  FIRST: To the Trustee  (including any predecessor  Trustee) in
         payment of all amounts due pursuant to Section 7.7;

                  SECOND:  To the holders of Senior  Indebtedness of the Company
         to the extent provided in Article XII;

                  THIRD:  To the Holders in payment of the amounts  then due and
         unpaid for principal of,  premium (if any),  interest on and Liquidated
         Damages  with  respect  to, the Notes in respect or for the  benefit of
         which such money has been  collected,  ratably,  without  preference or
         priority of any kind,  according to the amounts due and payable on such
         Notes for principal, premium (if any), interest and Liquidated Damages,
         respectively; and

                  FOURTH:  To the Company or whomsoever may be lawfully entitled
         thereto, the remainder, if any.

Section 6.7.        Limitation on Suits.

                  No Holder of any Note  shall have any right to order or direct
the Trustee to institute any proceeding,  judicial or otherwise, with respect to
this  Indenture,  or for the  appointment  of a receiver or trustee,  or for any
other remedy hereunder, unless:

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

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

                  (C)  such  Holder  or  Holders  have  offered  to the  Trustee
         reasonable  security  or  indemnity  against  the costs,  expenses  and
         liabilities  to be  incurred or  reasonably  probable to be incurred in
         compliance with such request;

                  (D) the Trustee for 60 days after its receipt of such  notice,
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and

                  (E) no direction  inconsistent  with such written  request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of then outstanding Notes;

it being  understood  and intended  that no one or more  Holders  shall have any
right in any manner  whatever by virtue of, or by availing of, any  provision of
this Indenture to affect,  disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain  priority or preference over any other Holders
or to enforce  any right  under  this  Indenture,  except in the  manner  herein
provided and for the equal and ratable benefit of all the Holders.

Section 6.8.       Unconditional Right of Holders to Receive Principal, Premium,
Interest and Liquidated Damages.

                  Notwithstanding  any other  provision of this  Indenture,  the
Holder of any Note shall have the right, which is absolute and unconditional, to
receive  payment of the  principal  of, and  premium  (if any),  interest on and
Liquidated  Damages with respect to, such Note when due (including,  in the case
of redemption,  the Redemption  Price on the applicable  Redemption Date, and in
the case of the Repurchase Price, on the applicable Repurchase Date), to convert
such  Note in  accordance  with  Article  XIII,  and to  institute  suit for the
enforcement  of any such  payment  and right to convert  after  such  respective
dates, and such rights shall not be impaired without the consent of such Holder.

Section 6.9.        Rights and Remedies Cumulative.

                  Except as otherwise  provided with respect to the  replacement
or payment of  mutilated,  destroyed,  lost or stolen  Notes in Section  2.7, no
right or remedy  herein  conferred  upon or  reserved  to the  Trustee or to the
Holders is intended  to be  exclusive  of any other  right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.10.       Delay or Omission Not Waiver.

                  No delay or  omission  by the  Trustee or by any Holder of any
Note to exercise  any right or remedy  arising  upon any Event of Default  shall
impair the  exercise of any such right or remedy or  constitute  a waiver of any
such Event of Default. Every right and remedy given by this Article VI or by law
to the  Trustee or to the  Holders may be  exercised  from time to time,  and as
often as may be deemed expedient,  by the Trustee or by the Holders, as the case
may be.

Section 6.11.       Control by Holders.

                  The Holder or Holders of no less than a majority in  aggregate
principal  amount of then  outstanding  Notes shall have the right to direct the
time,  method and place of conducting any proceeding for any remedy available to
the  Trustee  or  exercising  any  trust or power  conferred  upon the  Trustee,
provided, that

                  (A) such direction shall be made in writing to the Trustee and
         shall not be in conflict with any rule of law or with this Indenture,

                  (B) the  Trustee  shall  not  determine  that  the  action  so
         directed  would be unjustly  prejudicial to the Holders not taking part
         in such written direction, and

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

Section 6.12.       Waiver of Past Default.

                  Holder or  Holders of not less than a  majority  in  aggregate
principal amount of then outstanding Notes may, on behalf of all Holders,  prior
to the declaration of acceleration of the maturity of the Notes,  waive any past
default hereunder and its consequences, except a default

                           (A) in the payment of the principal of,  premium,  if
                  any,  interest on, or Liquidated  Damages with respect to, any
                  Note not yet  cured as  specified  in  clauses  (1) and (2) of
                  Section 6.1, or

                           (B) in  respect  of a covenant  or  provision  hereof
                  which, under Article IX, cannot be modified or amended without
                  the consent of the Holder of each outstanding Note affected.

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

Section 6.13.       Undertaking for Costs.

                  All parties to this  Indenture  agree,  and each Holder of any
Note by his  acceptance  thereof shall be deemed to have agreed,  that any court
may in its discretion  require,  in any suit for the enforcement of any right or
remedy under this  Indenture,  or in any suit against the Trustee for any action
taken, suffered or omitted to be taken by it as Trustee, the filing by any party
litigant in such suit of an  undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs,  including  reasonable
attorneys' fees,  against any party litigant in such suit,  having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the  provisions of this Section 6.13 shall not apply to any suit  instituted
by the Company, to any suit instituted by the Trustee, to any suit instituted by
any  Holder,  or group of  Holders,  holding in the  aggregate  more than 10% in
aggregate  principal amount of then outstanding Notes, or to any suit instituted
by any Holder for  enforcement of the payment of principal of, premium (if any),
interest  on or  Liquidated  Damages  with  respect to, any Note on or after the
respective  Stated Maturity of such Note (including,  in the case of redemption,
on or after the Redemption Date).

Section 6.14.       Restoration of Rights and Remedies.

                  If the Trustee or any Holder has  instituted any proceeding to
enforce any right or remedy under this  Indenture and such  proceeding  has been
discontinued or abandoned for any reason, then and in every 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 had been instituted.

                                  ARTICLE VII.

                                     TRUSTEE

                  The Trustee  hereby  accepts the trust imposed upon it by this
Indenture and covenants and agrees to perform the same, as herein expressed.

Section 7.1.        Duties of Trustee.

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

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

         (1) The Trustee need perform only those duties as are  specifically set
     forth in this  Indenture  and no others,  and no covenants  or  obligations
     shall be implied in or read into this  Indenture  which are  adverse to the
     Trustee.

         (2)  In  the  absence  of  bad  faith  on its  part,  the  Trustee  may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions  expressed  therein,  upon certificates or opinions whether in
     their original or facsimile form furnished to the Trustee and conforming to
     the requirements of this Indenture.  However, the Trustee shall examine the
     certificates  and opinions to determine  whether or not they  substantially
     conform to the requirements of this Indenture.  However, in the case of any
     such   certificates   or  opinions  which  by  any  provision   hereof  are
     specifically  required to be furnished to the  Trustee,  the Trustee  shall
     examine the  certificates  and  opinions to  determine  whether or not they
     conform  to the  requirements  of  this  Indenture  but not to  verify  the
     contents thereof.

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

          (1) This  paragraph does not limit the effect of paragraph (b) of this
     Section 7.1.

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

          (3) The  Trustee  shall not be liable  with  respect  to any action it
     takes or omits to take in good faith in accordance with a written direction
     received by it pursuant to Section 6.11.

         (d) No provision of this Indenture  shall require the Trustee to expend
or risk  its own  funds  or  otherwise  incur  any  financial  liability  in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or at the request,  order or direction of the Holders or in
the exercise of any of its rights or powers if it shall have reasonable  grounds
for believing  that repayment of such funds or adequate  indemnity  against such
risk or liability is not 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), (d) and (f) of this Section 7.1.

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

Section 7.2.        Rights of Trustee.

         Subject to Section 7.1:

         (a) The Trustee may  conclusively  rely on any document  whether in its
original or facsimile  form believed by it to be genuine and to have been signed
or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document, 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 to examine the books,  records and premises of the Company,
personally or by agent or attorney.

         (b) Before the Trustee  acts or refrains  from  acting,  it may consult
with counsel of its  selection  and may require an Officers'  Certificate  or an
Opinion of Counsel,  which shall conform to Sections 14.4 and 14.5.  The Trustee
shall not be liable  for any  action it takes or omits to take in good  faith in
reliance on such certificate or advice of counsel.

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

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its  discretion,
rights or powers conferred upon it by 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.

         (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  reasonable  security or
indemnity  against the costs,  expenses  and  liabilities  which may be incurred
therein or thereby.

         (g) Unless otherwise  specifically provided for in this Indenture,  any
demand,  request,  direction or notice from the Company  shall be  sufficient if
signed by an Officer of the Company.

         (h) The Trustee shall have no duty to inquire as to the  performance of
the Company's covenants in Article IV hereof. In addition, the Trustee shall not
be deemed to have  knowledge  of any Default or Event of Default  except (i) any
Event of Default occurring pursuant to Sections 6.1(1),  6.1(2) or 5. 1, or (ii)
any Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

         (i) No  permissive  right  of the  Trustee  to act  hereunder  shall be
construed as a duty.

         (j) If in the  administration  of this  Indenture  the Trustee deems it
desirable that a matter be proved or established  prior to taking,  suffering or
omitting to take any action  hereunder,  the Trustee  (unless other  evidence be
herein  specifically  prescribed)  may, in the absence of bad faith on its part,
rely upon an Officers' Certificate, an Opinion of Counsel, or both.

         (k) The  Trustee  shall  not be  deemed  to have  notice  or  knowledge
(including  actual  knowledge)  of any matter  unless a Trust Officer has actual
knowledge thereof or unless written notice thereof is received by the Trustee at
the  office  specified  in Section  14.2 and such  notice  references  the Notes
generally, the Company or this Indenture.

Section 7.3.        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 of
its Subsidiaries,  or their respective  Affiliates with the same rights it would
have if it were not  Trustee.  Any  Agent  may do the  same  with  like  rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.4.        Trustee's Disclaimer.

                  The  Trustee  makes no  representation  as to the  validity or
adequacy of this Indenture,  the  Registration  Rights  Agreement,  the Offering
Memorandum or the Notes and it shall not be accountable for the Company's use of
the proceeds from the Notes,  and it shall not be responsible  for any statement
in the Notes, other than the Trustee's certificate of authentication, or the use
or application of any funds received by a Paying Agent other than the Trustee.

Section 7.5.        Notice of Default.

                  If a Default or an Event of Default  occurs and is  continuing
and if it is  actually  known to the  Trustee,  the  Trustee  shall mail to each
Noteholder  notice of the  uncured  Default or Event of  Default  within 90 days
after  the  later to occur of (i) the  occurrence  of such  Default  or Event of
Default or (ii) the date the Trustee  becomes  aware of such Default or Event of
Default.  Except in the case of a Default  or an Event of  Default in payment of
principal  (or  premium,  if any) of,  interest on or  Liquidated  Damages  with
respect  to, any Note  (including  the  payment of the  Repurchase  Price on the
Repurchase Date and the payment of the Redemption Price on the Redemption Date),
the  Trustee  may  withhold  the notice if and so long as a  committee  of Trust
Officers in good faith determines that withholding the notice is in the interest
of the Noteholders.

Section 7.6.        Reports by Trustee to Holders.

                  Within 90 days after each April 15 beginning with the April 15
following the date of this  Indenture,  the Trustee  shall,  if required by law,
mail to each  Noteholder a brief report dated as of such April 15 that  complies
with TIA ss.  313(a).  The Trustee also shall comply with TIA ss.ss.  313(b) and
313(c).

                  The Company  shall  promptly  notify the Trustee in writing if
the Notes become listed on any stock exchange or automatic  quotation  system or
become delisted therefrom.

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

Section 7.7.        Compensation and Indemnity.

                  The  Company  agrees to pay to the  Trustee  from time to time
such  compensation  for its services as the parties  shall agree in writing from
time to time and, in the absence of such agreement,  reasonable compensation for
its  acceptance  of  this  Indenture  and  services  hereunder.   The  Trustee's
compensation  shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all such
disbursements, expenses, fees and advances incurred or made by it. Such expenses
shall include the reasonable compensation,  disbursements,  fees and expenses of
the Trustee's agents, accountants, experts and counsel.

                  The Company  agrees to  indemnify  each of the Trustee and any
predecessor  Trustee  (in its  capacity as  Trustee)  and each of its  officers,
directors, attorneys-in-fact and agents for, and hold them harmless against, any
and all claims,  demands,  expenses  (including  but not  limited to  reasonable
compensation,  fees,  disbursements  and  expenses of the  Trustee's  agents and
counsel and taxes (other than taxes based on the income of the Trustee)),  loss,
damages or  liability  incurred by it without  negligence,  bad faith or willful
misconduct on its part,  arising out of,  related to, or in connection  with the
acceptance or  administration  of this trust and its rights or duties  hereunder
including  the  reasonable  costs and expenses of defending  itself  against any
claim or liability in connection  with the exercise or performance of any of its
powers or duties hereunder. The Trustee shall notify the Company promptly of any
claim asserted against the Trustee for which it may seek indemnity.  The Company
shall defend the claim and the Trustee shall provide  reasonable  cooperation at
the Company's  expense in the defense.  The Trustee may have separate counsel of
its selection and the Company shall pay the reasonable fees and expenses of such
counsel;  provided,  that the Company  will not be required to pay such fees and
expenses  if it  assumes  the  Trustee's  defense  and there is no  conflict  of
interest  between the Company and the Trustee in  connection  with such defense.
The Company need not pay for any  settlement  made without its written  consent.
The Company  need not  reimburse  any expense or  indemnify  against any loss or
liability  to the extent  incurred by the Trustee  through its  negligence,  bad
faith or willful misconduct.

                  To secure the Company's  payment  obligations  in this Section
7.7, the Trustee and each predecessor  Trustee shall have a perfected lien prior
to the Notes on all assets held or collected by the Trustee,  in its capacity as
Trustee,  except  assets  held in trust for the  benefit  of the  Holders to pay
principal  and  premium,  if  any,  of or  interest  or  Liquidated  Damages  on
particular Notes. Any lien in favor of a predecessor  Trustee shall be senior to
any lien in favor of the current Trustee.

                  When the Trustee or any predecessor Trustee incurs expenses or
fees or renders  services after an Event of Default  specified in Section 6.1(8)
or (9) occurs,  the expenses and the  compensation for the services are intended
to constitute expenses of administration under any Bankruptcy Law.

                  The Company's  obligations under this Section 7.7 and any lien
arising hereunder shall survive indefinitely,  including upon the resignation or
removal of the Trustee,  the discharge of the Company's  obligations pursuant to
Article  VIII of  this  Indenture  and  any  rejection  or  termination  of this
Indenture under any Bankruptcy Law.

Section 7.8.        Replacement of Trustee.

                  The Trustee may resign by so notifying the Company in writing.
The  Holder or Holders of a majority  in  principal  amount of then  outstanding
Notes may remove the  Trustee by so  notifying  the  Company  and the Trustee in
writing. The Company, by Board Resolution, may remove the Trustee if:

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

                           (b) the Trustee is adjudged bankrupt or insolvent;

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

                           (d) the Trustee becomes incapable of acting.

                  No resignation or removal of the Trustee and no appointment of
a successor  Trustee  pursuant to this Article shall become  effective until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of this Section 7.8.

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

                  A successor Trustee shall deliver a written  acceptance of its
appointment  to  the  retiring  Trustee  and to the  Company.  Immediately  upon
delivery of such notice and provided that all sums owing to the retiring Trustee
provided for in Section 7.7 have been paid, the retiring  Trustee shall transfer
all property held by it as trustee to the successor Trustee, subject to the lien
provided in Section 7.7,  the  resignation  or removal of the  retiring  Trustee
shall become  effective,  and the  successor  Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Holder.

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

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

                  Notwithstanding  replacement  of the Trustee  pursuant to this
Section  7.8,  the  Company's  obligations  under  Section  7.7  shall  continue
indefinitely for the benefit of the retiring Trustee.

Section 7.9.        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
corporation,  the  resulting,  surviving or transferee  corporation  without any
further act shall,  if such  resulting,  surviving or transferee  corporation is
otherwise eligible hereunder, be the successor Trustee.

Section 7.10.       Eligibility; Disqualification.

                  The Trustee shall at all times satisfy the requirements of TIA
ss. 310(a)(1), (2) and (5). The Trustee and its direct parent or, in the case of
a  corporation  included in a bank  holding  company  system,  the related  bank
holding  company,  shall  have  a  combined  capital  and  surplus  of at  least
$100,000,000  as set  forth  in its  most  recent  published  annual  report  of
condition. The Trustee shall comply with TIA ss. 310(b).

Section 7.11.       Preferential Collection of Claims Against Company.

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

Section 7.12.       Other Capacities.

                  All  references  in this  Indenture  to the  Trustee  shall be
deemed to refer to the Trustee in its capacity as Trustee and in its  capacities
as any Agent,  to the extent acting in such  capacities,  and every provision of
this  Indenture  relating to the conduct or affecting  the liability or offering
protection,  immunity or indemnity to the Trustee  shall be deemed to apply with
the same force and effect to the Trustee acting in its capacity as any Agent.



                                  ARTICLE VIII.

                           SATISFACTION AND DISCHARGE

Section 8.1.        Satisfaction and Discharge of Indenture.

                  The Company may terminate its obligations under this Indenture
(subject to the  provisions  of this Article VIII and Section 7.7) when it shall
have  delivered  to  the  Trustee  for   cancellation   all  Notes   theretofore
authenticated  (other than any Notes which  shall have been  cancelled,  lost or
stolen and which  shall have been  replaced  or paid as  provided  in Article II
hereof) and the following conditions shall be satisfied:

                  (1) The Company has paid all sums payable under the Indenture;
and

                  (2)  The  Company  shall  have  delivered  to the  Trustee  an
Officers'  Certificate  and  an  Opinion  of  Counsel,  each  stating  that  all
conditions  precedent have been complied with as contemplated by this Section 8.
1.

Section 8.2.        Repayment to the Company.

                  Any money  deposited with the Trustee or any Paying Agent,  or
then held by the Company,  for the payment of the principal of, premium, if any,
interest  on or  Liquidated  Damages  with  respect  to any Note  and  remaining
unclaimed  for two years  after such  principal,  premium,  if any,  interest or
Liquidated Damages has become due and payable shall,  subject to applicable law,
be paid to the Company on its written request; and the Holder of such Note shall
thereafter  look only to the Company for payment  thereof,  and all liability of
the  Trustee or such  Paying  Agent  with  respect  to such  trust  money  shall
thereupon cease.



                                   ARTICLE IX.

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1.        Supplemental Indentures Without Consent of Holders.

                  Without  the  consent  of  any  Holder,   the  Company,   when
authorized by Board Resolutions,  and the Trustee,  at any time and from time to
time,  may  enter  into  one or more  indentures  supplemental  hereto,  in form
satisfactory to the Trustee, for any of the following purposes:

                           (1) to cure any ambiguity,  defect, or inconsistency,
                  or to make any other  provisions  with  respect  to matters or
                  questions  arising  under this  Indenture  which  shall not be
                  inconsistent with the provisions of this Indenture,  provided,
                  that  such  action  pursuant  to  this  clause  (1)  does  not
                  adversely affect the interests of any Holder in any respect;

                           (2) to create additional covenants of the Company for
                  the benefit of the Holders, or to surrender any right or power
                  herein  conferred upon the Company or to make any other change
                  that does not  adversely  affect  the  rights  of any  Holder,
                  provided,  that the  Company has  delivered  to the Trustee an
                  Opinion of Counsel  stating that such change  pursuant to this
                  clause (2) does not adversely affect the rights of any Holder;

                           (3) to provide for  collateral  for or  guarantors of
                  the Notes;

                           (4) to evidence the  succession of another  Person to
                  the Company and the  assumption  by any such  successor of the
                  obligations  of  the  Company  herein  and  in  the  Notes  in
                  accordance with Article V; or

                           (5)      to comply with the TIA.

Section 9.2.  Amendments,  Supplemental  Indentures  and Waivers with Consent of
Holders.

                  Subject  to the  last  sentence  of this  paragraph,  with the
consent of the Holders of not less than a majority in aggregate principal amount
of then  outstanding  Notes,  by written act of said  Holders  delivered  to the
Company and the Trustee, the Company, when authorized by Board Resolutions,  and
the Trustee may amend or supplement this Indenture or the Notes or enter into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture  or the Notes or of  modifying  in any  manner the rights of the
Holders under this Indenture or the Notes.  Subject to the last sentence of this
paragraph,  the  Holder or  Holders  of not less than a  majority  in  aggregate
principal amount of then outstanding Notes may, in writing,  waive compliance by
the Company with any provision of this  Indenture or the Notes.  Notwithstanding
any of the above, however, no such amendment,  supplemental  indenture or waiver
shall,  without  the  consent of the Holder of each  outstanding  Note  affected
thereby:

                           (1) change the Stated  Maturity of any Note or reduce
                  the principal  amount  thereof or the rate (or extend the time
                  for payment) of interest  thereon or any premium  payable upon
                  the redemption  thereof, or change the place of payment where,
                  or the coin or currency  in which,  any Note or any premium or
                  the  interest  thereon  is  payable,  or  impair  the right to
                  institute   suit  for  the  conversion  of  any  Note  or  the
                  enforcement  of any  such  payment  on or  after  the due date
                  thereof (including, in the case of redemption, on or after the
                  Redemption Date), or reduce the Repurchase Price, or alter the
                  Repurchase  Offer (other than set forth  herein) or redemption
                  provisions in a manner adverse to the Holders;

                           (2) reduce the percentage in principal  amount of the
                  outstanding  Notes,  the consent of whose  Holders is required
                  for any  such  amendment,  supplemental  indenture  or  waiver
                  provided for in the Indenture;

                           (3)  adversely  affect  the  right of such  Holder to
                  convert Notes.

                  It shall not be necessary for the consent of the Holders under
this  Section  9.2 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
9.2 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  or
waiver.

                  After an  amendment,  supplement  or waiver under this Section
9.2 or Section 9.4 becomes effective, it shall bind each Holder.

                  In connection  with any amendment,  supplement or waiver under
this Article IX, the Company  may,  but shall not be obligated  to, offer to any
Holder who consents to such amendment,  supplement or waiver,  or (at the option
of the Company) to all  Holders,  consideration  for consent to such  amendment,
supplement or waiver.

Section 9.3.        Compliance with TIA.

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

Section 9.4.        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. However, any such Holder or subsequent Holder may revoke the consent as to
his Note or portion of his Note by written notice to the Company, the Trustee or
the Person  designated by the Company as the Person to whom  consents  should be
sent if such  revocation  is received  by the Company or such Person  before the
date on which the Trustee receives an Officers' Certificate  certifying that the
Holders  of the  requisite  principal  amount of Notes have  consented  (and not
theretofore revoked such consent) to the amendment, supplement or waiver.

                  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 the date so fixed by
the  Company  notwithstanding  the  provisions  of the TIA.  If a record date is
fixed,  then  notwithstanding  the last  sentence of the  immediately  preceding
paragraph,  those  Persons who were Holders at such record date,  and only those
Persons  (or their duly  designated  proxies),  shall be  entitled to revoke any
consent  previously  given,  whether or not such Persons  continue to be Holders
after such record  date.  No such consent  shall be valid or effective  for more
than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall  bind  every  Noteholder,  unless  it makes a change  described  in any of
clauses (1) through (4) of Section 9.2, 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  and
premium of and interest on and Liquidated  Damages with respect to a Note, on or
after the  respective  dates set for such  amounts to become due and  payable as
then  expressed in such Note, or to bring suit for the  enforcement  of any such
payment on or after such respective dates.

Section 9.5.        Notation on or Exchange of Notes.

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

Section 9.6.        Trustee to Sign Amendments, Etc.

                  The Trustee shall execute any amendment,  supplement or waiver
authorized  pursuant to this  Article IX;  provided,  that the Trustee  may, but
shall not be obligated  to,  execute any such  amendment,  supplement  or waiver
which  affects  the  Trustee's  own  rights,  duties or  immunities  under  this
Indenture.  The  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
any amendment,  supplement or waiver  authorized  pursuant to this Article IX is
authorized or permitted by this Indenture.



                                   ARTICLE X.

                             MEETINGS OF NOTEHOLDERS

Section 10.1.       Purposes for Which Meetings May Be Called.

                  A meeting  of  Noteholders  may be called at any time and from
time  to time  pursuant  to the  provisions  of  this  Article  X for any of the
following purposes:

         (a) to give any notice to the Company or to the Trustee, or to give any
directions  to the  Trustee,  or to waive or to  consent  to the  waiving of any
Default or Event of Default hereunder and its consequences, or to take any other
action  authorized to be taken by Noteholders  pursuant to any of the provisions
of Article VI;

         (b) to remove the  Trustee or appoint a successor  Trustee  pursuant to
the provisions of Article VII;

         (c) to  consent  to an  amendment,  supplement  or waiver  pursuant  to
provisions of Section 9.2; or

         (d) to take any other action (i) authorized to be taken by or on behalf
of the Holder or  Holders of any  specified  aggregate  principal  amount of the
Notes under any other provision of this Indenture, or authorized or permitted by
law or (ii) which the Trustee deems  necessary or appropriate in connection with
the administration of this Indenture.

Section 10.2.       Manner of Calling Meetings.

                  The Trustee may at any time call a meeting of  Noteholders  to
take any action  specified in Section  10.1, to be held at such time and at such
place in the  City of New  York,  New York or  elsewhere  as the  Trustee  shall
determine.  Notice of every meeting of  Noteholders,  setting forth the time and
place of such  meeting and in general  terms the action  proposed to be taken at
such  meeting,  shall  be  mailed  at the  Company's  expense  by  the  Trustee,
first-class  postage  prepaid,  to the  Company and to the Holders at their last
addresses as they shall appear on the registration  books of the Registrar,  not
less than 10 nor more than 60 days prior to the date fixed for a meeting.

                  Any meeting of  Noteholders  shall be valid without  notice if
the Holders of all Notes then  outstanding are present in Person or by proxy, or
if notice is waived  before or after the  meeting  by the  Holders  of all Notes
outstanding,  and if the  Company  and the  Trustee  are either  present by duly
authorized representatives or have, before or after the meeting, waived notice.

Section 10.3.       Calling of Meetings by the Company or Holders.

                  In case at any time the  Company  or the  Holders  of not less
than 10% in aggregate  principal amount of the Notes then outstanding shall have
requested  the  Trustee  to call a meeting  of  Noteholders  to take any  action
specified in Section 10.1, by written request setting forth in reasonable detail
the action  proposed to be taken at the meeting,  and the Trustee shall not have
mailed the notice of such meeting  within 20 days after  receipt of such written
request,  then the Company or the Holders of Notes in the amount above specified
may determine the time and place in the City of New York,  New York or elsewhere
for such  meeting  and may call such  meeting  for the  purpose  of taking  such
action, by mailing or causing to be mailed notice thereof as provided in Section
10.2, or by causing  notice thereof to be published at least once in each of two
successive  calendar weeks (on any Business Day during such week) in a newspaper
or newspapers  printed in the English language,  customarily  published at least
five days a week of a general  circulation in the City of New York, State of New
York,  the first such  publication  to be not less than 10 nor more than 60 days
prior to the date fixed for the meeting.

Section 10.4.       Who May Attend and Vote at Meetings.

                  To be entitled to vote at any meeting of Noteholders, a Person
shall  (a) be a  registered  Holder  of one or more  Notes,  or (b) be a  Person
appointed  by an  instrument  in writing as proxy for the  registered  Holder or
Holders of Notes.  The only  Persons  who shall be  entitled to be present or to
speak at any meeting of  Noteholders  shall be the  Persons  entitled to vote at
such meeting and their  counsel and any  representatives  of the Trustee and its
counsel and any representatives of the Company and its counsel.

Section 10.5. Regulations May Be Made by Trustee; Conduct of the Meeting: Voting
Rights: Adjournment.

                  Notwithstanding  any other  provision of this  Indenture,  the
Trustee may make such  reasonable  regulations  as it may deem advisable for any
action by or any  meeting of  Noteholders,  in regard to proof of the holding of
Notes and of the  appointment of proxies,  and in regard to the  appointment and
duties of  inspectors  of votes,  and  submission  and  examination  of proxies,
certificates  and other  evidence of the right to vote,  and such other  matters
concerning  the  conduct of the  meeting  as it shall  think  appropriate.  Such
regulations may fix a record date and time for determining the Holders of record
of Notes  entitled to vote at such  meeting,  in which case those and only those
Persons who are Holders of Notes at the record date and time so fixed,  or their
proxies,  shall be entitled to vote at such meeting whether or not they shall be
such Holders at the time of the meeting.

                  The Trustee  shall,  by an  instrument  in writing,  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Company or by  Noteholders  as provided in Section  10.3,  in which case the
Company or the  Noteholders  calling the  meeting,  as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary  of the meeting  shall be elected by vote of the Holders of a majority
in  principal  amount of the Notes  represented  at the meeting and  entitled to
vote.

                  At any meeting each  Noteholder  or proxy shall be entitled to
one vote for each $1,000  principal  amount of Notes held or represented by him;
provided,  however,  that no vote  shall be cast or  counted  at any  meeting in
respect of any Notes  challenged as not outstanding and ruled by the chairman of
the meeting to be not then  outstanding.  The chairman of the meeting shall have
no right to vote  other than by virtue of Notes  held by him or  instruments  in
writing  as  aforesaid  duly  designating  him as the proxy to vote on behalf of
other  Noteholders.  Any  meeting of  Noteholders  duly  called  pursuant to the
provisions of Section 10.2 or Section 10.3 may be adjourned from time to time by
vote of the Holder or Holders of a majority in aggregate principal amount of the
Notes  represented  at the meeting and entitled to vote,  and the meeting may be
held as so adjourned without further notice.

Section 10.6.       Voting at the Meeting and Record to Be Kept.

                  The vote  upon any  resolution  submitted  to any  meeting  of
Noteholders  shall be by  written  ballots  on which  shall  be  subscribed  the
signatures of the Holders of Notes or of their  representatives by proxy and the
principal amount of the Notes voted by the ballot. The permanent chairman of the
meeting shall appoint two inspectors of votes, who shall count all votes cast at
the meeting for or against any  resolution  and who shall make and file with the
secretary  of the meeting  their  verified  written  reports in duplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of  Noteholders  shall be prepared by the  secretary  of the meeting and
there shall be attached to such record the original reports of the inspectors of
votes on any vote by ballot taken thereat and  affidavits by one or more Persons
having knowledge of the facts, setting forth a copy of the notice of the meeting
and showing that such notice was mailed as provided in Section 10.2 or published
as  provided in Section  10.3.  The record  shall be signed and  verified by the
affidavits of the permanent chairman and the secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be  preserved by the Trustee,  the latter to have  attached  thereto the ballots
voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

Section  10.7.  Exercise  of Rights of Trustee or Holders May Not Be Hindered or
Delayed by Call of Meeting.

                  Nothing  contained  in this  Article  X  shall  be  deemed  or
construed  to  authorize  or  permit,  by  reason  of any call of a  meeting  of
Noteholders  or any rights  expressly or impliedly  conferred  hereunder to make
such  call,  any  hindrance  or delay in the  exercise  of any  right or  rights
conferred upon or reserved to the Trustee or to the Noteholders under any of the
provisions of this Indenture or of the Notes.


                                   ARTICLE XI.

              RIGHT TO REQUIRE REPURCHASE UPON A CHANGE OF CONTROL

Section  11.1.  Repurchase  of Notes at  Option of the  Holder  Upon a Change of
Control.


         (a)  Subject  to  Section  11.2,  in the event that a Change of Control
occurs,  the Company  shall offer,  subject to the terms and  conditions of this
Indenture,  to purchase all or any part of each Holder's Notes  (provided,  that
the  principal  amount of such  Notes  must be $1,000  or an  integral  multiple
thereof) on the date (the  "Repurchase  Date") that is no later than 45 Business
Days (except as  hereinafter  provided)  after the  occurrence of such Change of
Control, at a cash price (the "Repurchase Price") equal to 100% of the principal
amount  thereof,  together  with  accrued  and unpaid  interest  and  Liquidated
Damages, if any, to (but excluding) the Repurchase Date.

         (b) In the event that, pursuant to this Section 11.1, the Company shall
be required to commence an offer to purchase Notes (a "Repurchase  Offer"),  the
Company shall follow the procedures set forth in this Section 11.1 as follows:

                  (1) the  Repurchase  Offer shall  commence  within 25 Business
Days following a Change of Control;

                  (2) the  Repurchase  Offer  shall  remain open for 20 Business
Days  following its  commencement,  except to the extent that a longer period is
required by applicable law (the "Repurchase Offer Period");

                  (3) upon the  expiration  of a Repurchase  Offer  Period,  the
Company shall purchase all Notes tendered in response to the Repurchase Offer;

                  (4) if the Repurchase Date is on or after an interest  payment
record  date and on or before the related  Interest  Payment  Date,  any accrued
interest and Liquidated  Damages will be paid to the Person in whose name a Note
is  registered  at the close of business on such record date,  and no additional
interest or Liquidated  Damages will be payable to Noteholders  who tender Notes
pursuant to the Repurchase Offer;

                  (5) the Company shall provide the Trustee with written  notice
of the Repurchase  Offer at least 5 Business Days before the commencement of any
Repurchase  Offer (or such shorter period that is  satisfactory to the Trustee);
and

                  (6) on or before the commencement of any Repurchase Offer, the
Company or the Trustee  (upon the  request  and at the  expense of the  Company)
shall send, by first-class mail, a notice to each of the Noteholders,  which (to
the  extent  consistent  with  this  Indenture)  shall  govern  the terms of the
Repurchase Offer and shall state:

                  (i) that the  Repurchase  Offer is being made pursuant to such
         notice and this Section 11.1 and that all Notes,  or portions  thereof,
         tendered will be accepted for payment;

                  (ii) the Repurchase Price (including the amount of accrued and
         unpaid  interest and Liquidated  Damages,  if any), the Repurchase Date
         and the Repurchase Put Date;

                  (iii) that any Note,  or portion  thereof,  not  tendered  and
         accepted for payment will  continue to accrue  interest and  Liquidated
         Damages, if any;

                  (iv) that, unless the Company defaults in depositing Cash with
         the Paying Agent in accordance  with the last  paragraph of this clause
         (b) or such payment is prevented  pursuant to Article XII, any Note, or
         portion thereof,  accepted for payment pursuant to the Repurchase Offer
         shall  cease to  accrue  interest  and  Liquidated  Damages  after  the
         Repurchase Date;

                  (v) that Holders  electing to have a Note, or portion thereof,
         purchased  pursuant to a Repurchase Offer will be required to surrender
         the Note,  with the form entitled  "Option of Holder to Elect Purchase"
         on the reverse of the Note  completed,  to the Paying  Agent (which may
         not for purposes of this Section 11.1, notwithstanding anything in this
         Indenture  to the  contrary,  be the  Company or any  Affiliate  of the
         Company) at the address  specified  in the notice prior to the close of
         business  on the  earlier  of (a) the third  Business  Day prior to the
         Repurchase Date and (b) the third Business Day following the expiration
         of the Repurchase  Offer (such earlier date being the  "Repurchase  Put
         Date");

                  (vi) that Holders will be entitled to withdraw their election,
         in whole or in part, if the Paying Agent (which may not for purposes of
         this Section 11.1,  notwithstanding  anything in this  Indenture to the
         contrary,  be the Company or any Affiliate of the Company) receives, up
         to the  close of  business  on the  Repurchase  Put Date,  a  telegram,
         facsimile  transmission or letter setting forth the name of the Holder,
         the Certificate number or CUSIP number of the relevant Global Note, the
         principal amount of the Notes the Holder is withdrawing and a statement
         that such Holder is  withdrawing  his  election to have such  principal
         amount of Notes purchased; and

                  (vii) a brief  description  of the  events  resulting  in such
         Change of Control.

                  Any such  Repurchase  Offer shall  comply with all  applicable
provisions of federal and state laws,  including those regulating tender offers,
if applicable,  and any  provisions of this  Indenture  which conflict with such
laws shall be deemed to be superseded by the provisions of such laws.

                  On or before the Repurchase Date, the Company shall (i) accept
for  payment  Notes  or  portions  thereof  properly  tendered  pursuant  to the
Repurchase  Offer, (ii) deposit with the Paying Agent Cash sufficient to pay the
Repurchase  Price  (together  with accrued and unpaid  interest  and  Liquidated
Damages,  if any) of all Notes or portions thereof so tendered and (iii) deliver
to the Trustee  the Notes so accepted  together  with an  Officers'  Certificate
listing the Notes or portions thereof being purchased by the Company. The Paying
Agent will  promptly  mail to Holders of Notes so accepted  payment in an amount
equal to the Repurchase  Price  (together  with accrued and unpaid  interest and
Liquidated  Damages,  if any), and the Trustee shall promptly  authenticate make
available  for  delivery to such  Holders a new Note or Notes equal in principal
amount to any  unpurchased  portion of the Notes  surrendered.  Any Notes not so
accepted  shall be  promptly  mailed or  delivered  by the Company to the Holder
thereof. The Company shall publicly announce the results of the Repurchase Offer
on or as soon as practicable after the Repurchase Date.

Section 11.2.       Rescission of Change of Control Determination.

                  At any time prior to the close of business on the Business Day
immediately  preceding the Repurchase  Date, the Holders of more than 66-2/3% in
aggregate principal amount of the then outstanding Notes, by written act of said
Holders  delivered to the Company and the Trustee,  may determine that the event
giving rise to the Change of Control shall not be treated as a Change of Control
for purposes of Section 11.1, in which event:

                  (1) the provisions of Section 11.1(a) shall not apply;

                  (2) if a  Repurchase  Offer  has  been  made  by  the  Company
pursuant to Section 11.1 (b), such Repurchase Offer shall be deemed revoked; and

                  (3) if any Notes have been tendered in response to the revoked
Repurchase  Offer, such tenders shall be deemed rescinded and the Notes promptly
returned to the Holders thereof.

                  Following  a  determination  by the  Holders  pursuant to this
Section 11.2, the Company shall mail to all Holders a notice briefly  describing
such  determination.  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 determination. An effective determination under this Section 11.2 shall
be binding on all holders.



                                  ARTICLE XII.

                                  SUBORDINATION

Section 12.1.       Notes Subordinated to Senior Indebtedness.

                  The Company and each Holder, by its acceptance of Notes, agree
that (a) the payment of the  principal  of and interest on the Notes and (b) any
other payment in respect of the Notes,  including on account of the  acquisition
or redemption of the Notes by the Company and any premium and Liquidated Damages
(including,  without  limitation,  pursuant  to  Article  XI  (but  specifically
excluding  payments to the  Trustee  for its own  benefit),  and  including  the
payment of cash,  property or  securities  (other than Junior  Securities)  upon
conversion of a Note, is subordinated,  to the extent and in the manner provided
in this Article XII, to the prior payment in full of all Senior  Indebtedness of
the Company,  whether  outstanding  at the date of this  Indenture or thereafter
created,   incurred,   assumed  or  guaranteed,  and  that  these  subordination
provisions are for the benefit of the holders of Senior Indebtedness.

                  This Article XII shall  constitute  a continuing  offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior  Indebtedness,  and such provisions are made for the benefit of the
holders of Senior Indebtedness, and such holders are made obligees hereunder and
any one or more of them may enforce such provisions.

Section 12.2.       No Payment on Notes in Certain Circumstances.

                  (a) No payment may be made by the Company, directly or through
any Subsidiary, on account of the principal of, premium, if any, interest on, or
Liquidated  Damages with  respect to, the Notes,  or to acquire any of the Notes
(including  repurchases  of  Notes  at the  option  of the  Holder)  for cash or
property  (other  than  Junior  Securities),  or on  account  of the  redemption
provisions  of the Notes,  (i) upon the maturity of any Senior  Indebtedness  by
lapse of time,  acceleration (unless waived) or otherwise,  unless and until all
principal  of,  premium,  if any, and interest on and other  amounts  payable in
respect of Senior  Indebtedness  are first paid in full (or such payment is duly
provided  for),  or (ii) in the event of default in the payment of any principal
of, premium,  if any, or interest on any Senior Indebtedness when it becomes due
and  payable,  whether  at  maturity  or at a date  fixed for  prepayment  or by
declaration or otherwise (collectively,  a "Payment Default"),  unless and until
such Payment Default has been cured or waived or otherwise has ceased to exist.

                  (b) Upon (i) the happening of an event of default  (other than
a Payment Default) that permits,  or would permit, with (w) the passage of time,
(x) the  giving of  notice,  (y) the  making of any  payment  of the Notes  then
required  to  be  made,  or  (z)  any  combination  thereof   (collectively,   a
"Non-Payment  Default"),  the  holders of Senior  Indebtedness  under the Credit
Facility or the holders of other Senior  Indebtedness  having a principal amount
then  outstanding  in excess of  $10,000,000  (or with  respect to which  Senior
Indebtedness  the  holders  are  obligated  to lend the  Company  in  excess  of
$10,000,000 principal amount) or their representative  immediately to accelerate
the maturity of such  Indebtedness  and (ii) written notice of such  Non-Payment
Default  being  given to the  Company  and the  Trustee by the holders of Senior
Indebtedness  under the Credit  Facility or by the holders of such other  Senior
Indebtedness or their  representative  (a "Payment  Notice"),  then,  unless and
until such Non-Payment  Default has been cured or waived or otherwise has ceased
to exist,  no payment (by set-off or  otherwise)  may be made by or on behalf of
the Company, directly or through any Subsidiary, on account of the principal of,
premium,  if any, interest on, or Liquidated Damages with respect to, the Notes,
or to acquire or repurchase any of the Notes for cash or property, or on account
of the redemption  provisions of the Notes, in any such case other than payments
made with  Junior  Securities.  Notwithstanding  the  foregoing,  unless (i) the
Senior Indebtedness in respect of which such Non-Payment Default exists has been
declared  due and  payable in its  entirety  within  179 days after the  Payment
Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii)
such  declaration  has not been  rescinded or waived,  at the end of the Payment
Blockage  Period,  the  Company  shall be  required to pay to the Holders of the
Notes all  regularly  scheduled  payments on the Notes that were not paid during
the Payment  Blockage  Period due to the  foregoing  prohibitions  (and upon the
making of such  payments any  acceleration  of the Notes made during the Payment
Blockage  Period shall be of no further force or effect) and to resume all other
payments as and when due on the Notes.  Not more than one Payment  Notice may be
given in any consecutive 365-day period,  irrespective of the number of defaults
with respect to Senior  Indebtedness  during such period. In no event,  however,
may the total  number of days  during  which any Payment  Blockage  Period is or
Payment  Blockage  Periods are in effect exceed 179 days in the aggregate during
any consecutive 365 day period.

                  (c) In  furtherance  of the provisions of Section 12.1, in the
event that,  notwithstanding the foregoing  provisions of this Section 12.2, any
payment or distribution  of assets of the Company or any Subsidiary  (other than
Junior  Securities)  shall be  received  by the  Trustee  for the benefit of the
Holders or the  Holders or any Paying  Agent for the benefit of the Holders at a
time when such payment or  distribution  is prohibited by the provisions of this
Section 12.2,  then such payment or  distribution  (subject to the provisions of
Article VII and  Sections  12.6,  12.7 and 12.12)  shall be received and held in
trust by the  Trustee  or such  Holder or Paying  Agent for the  benefit  of the
holders of Senior Indebtedness, and shall be paid or delivered by the Trustee or
such Holders or such Paying Agent,  as the case may be, to the holders of Senior
Indebtedness remaining unpaid or their representative or representatives,  or to
the trustee or trustees  under any indenture  pursuant to which any  instruments
evidencing  any of such  Senior  Indebtedness  may  have  been  issued,  ratably
according to the  aggregate  amounts  remaining  unpaid on account of the Senior
Indebtedness  held or represented by each, for application to the payment of all
Senior  Indebtedness  in full after giving effect to any concurrent  payment and
distribution to the holders of such Senior Indebtedness.

Section 12.3. Notes Subordinated to Prior Payment of All Senior  Indebtedness on
Dissolution Liquidation or Reorganization.

                  Upon  any  distribution  of  assets  of the  Company  upon any
dissolution,  winding up, total or partial  liquidation or reorganization of the
Company,   whether   voluntary  or  involuntary,   in  bankruptcy,   insolvency,
receivership  or a similar  proceeding  or upon  assignment  for the  benefit of
creditors or any marshaling of assets or liabilities:

         (a) the holders of all Senior  Indebtedness  shall first be entitled to
receive  payment in full (or have such  payment  duly  provided  for) before the
Holders  of the Notes are  entitled  to  receive  any  payment on account of the
principal of, premium,  if any, interest on, and Liquidated Damages with respect
to, the Notes (other than Junior Securities);

         (b) any payment or distribution of assets of the Company of any kind or
character,   whether  in  cash,   property  or  securities  (other  than  Junior
Securities)  to which the  Holders of the Notes or the  Trustee on behalf of the
Holders would be entitled (by setoff or otherwise), except for the provisions of
this Article  XII,  shall be paid by the  liquidating  trustee or agent or other
Person making such a payment or  distribution  directly to the holders of Senior
Indebtedness or their  representative to the extent necessary to make payment in
full of all such Senior  Indebtedness  remaining unpaid,  after giving effect to
any concurrent payment or distribution, or provision therefor, to the holders of
such Senior  Indebtedness  (but this Section 12.3(b) shall not apply to payments
or distributions to the Trustee for its own benefit); and

         (c) in the event that,  notwithstanding  the foregoing,  any payment or
distribution  of assets of the  Company or any  Subsidiary  (other  than  Junior
Securities)  shall be  received  by the  Holders of the Notes or the  Trustee on
behalf of the  Holders  or any  Paying  Agent at the time when such  payment  or
distribution  is  prohibited  by  the  foregoing  provisions,  such  payment  or
distribution  shall be held in trust for the  benefit  of the  holders of Senior
Indebtedness,  and shall be paid or  delivered by such Holders or the Trustee or
such Paying Agent, as the case may be, to the holders of the Senior Indebtedness
remaining unpaid or unprovided for or their  representative or  representatives,
or to the  trustee  or  trustees  under  any  indenture  pursuant  to which  any
instruments  evidencing  any of such Senior  Indebtedness  may have been issued,
ratably  according to the aggregate  amounts  remaining unpaid on account of the
Senior  Indebtedness held or represented by each, for application to the payment
of all Senior  Indebtedness  remaining unpaid, to the extent necessary to pay or
to provide for the payment of all such Senior  Indebtedness in full after giving
effect to any concurrent payment or distribution,  or provision therefor, to the
holders of such Senior Indebtedness.

Section  12.4.  Noteholders  to Be  Subrogated  to Rights of  Holders  of Senior
Indebtedness.

                  Subject to the payment in full of all Senior  Indebtedness  as
provided  herein,  the Holders of Notes shall be subrogated to the rights of the
holders of such Senior  Indebtedness  to receive  payments or  distributions  of
assets of the Company  applicable to the Senior  Indebtedness  until all amounts
owing  on the  Notes  shall  be  paid in  full,  and  for  the  purpose  of such
subrogation  no such  payments  or  distributions  to the holders of such Senior
Indebtedness by the Company, or by or on behalf of the Holders by virtue of this
Article  XII,  which  otherwise  would have been made to the Holders  shall,  as
between the Company and the  Holders,  be deemed to be payment by the Company or
on account of such Senior Indebtedness,  it being understood that the provisions
of this Article XII are and are intended  solely for the purpose of defining the
relative rights of the Holders,  on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

                  If any  payment or  distribution  to which the  Holders  would
otherwise  have been  entitled but for the  provisions of this Article XII shall
have been  applied,  pursuant  to the  provisions  of this  Article  XII, to the
payment of amounts payable under Senior Indebtedness,  then the Holders shall be
entitled to receive from the holders of such Senior Indebtedness any payments or
distributions  received by such holders of Senior  Indebtedness in excess of the
amount  sufficient to pay all amounts payable under or in respect of such Senior
Indebtedness in full.

Section 12.5. Obligations of the Company Unconditional.

                  Nothing  contained  in this  Article XII or  elsewhere in this
Indenture  or in the Notes is intended to or shall impair as between the Company
and the Holders  the  obligation  of each such  Person,  which is  absolute  and
unconditional, to pay to the Holders the principal of, premium, if any, interest
on, and Liquidated Damages with respect to, the Notes as and when the same shall
become due and  payable in  accordance  with their  terms,  or is intended to or
shall  affect the  relative  rights of the Holders and  creditors of the Company
other than the holders of the Senior Indebtedness,  nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable  law upon default under this  Indenture,  subject to the
rights, if any, under this Article XII, of the holders of Senior Indebtedness in
respect  of cash,  property  or  securities  of the  Company  received  upon the
exercise of any such  remedy.  Notwithstanding  anything to the contrary in this
Article  XII  or  elsewhere  in  this  Indenture  or  in  the  Notes,  upon  any
distribution  of assets of the Company  referred  to in this  Article  XII,  the
Trustee,  subject to the  provisions  of Sections  7.1 and 7.2,  and the Holders
shall  be  entitled  to rely  upon  any  order or  decree  made by any  court of
competent  jurisdiction in which such  dissolution,  winding up,  liquidation or
reorganization  proceedings  are pending,  or a certificate  of the  liquidating
trustee or agent or other Person  making any  distribution  to the Trustee or to
the Holders, for the purpose of ascertaining the Persons entitled to participate
in  such  distribution,  the  holders  of  the  Senior  Indebtedness  and  other
Indebtedness of the Company,  the amount thereof or payable thereon,  the amount
or amounts paid or distributed  thereon and all other facts pertinent thereto or
to this  Article XII so long as such court has been  apprised of the  provisions
of, or the order,  decree or certificate  makes  reference to, the provisions of
this Article XII.  Nothing in this Section 12.5 shall apply to the claims of, or
payments to, the Trustee  under or pursuant to Section 7.7 or otherwise  for its
own benefit.

Section  12.6.  Trustee  and  Other  Agents  Entitled  to  Assume  Payments  Not
Prohibited in Absence of Notice.

                  The  Trustee  and all  other  Agents  shall not at any time be
charged with  knowledge of the  existence of any facts which would  prohibit the
making of any payment to or by the Trustee  unless and until a Trust  Officer of
the Trustee or any Paying Agent shall have actually received,  no later than one
Business Day prior to such payment,  written notice  thereof in compliance  with
Section 14.2 from the Company or from one or more holders of Senior Indebtedness
or from  any  representative  therefor  and,  prior to the  receipt  of any such
written notice, the Trustee,  subject to the provisions of Sections 7.1 and 7.2,
shall be  entitled  in all  respects  conclusively  to assume  that no such fact
exists.

Section 12.7. Application by Trustee of Assets Deposited with It.

                  Amounts deposited in trust with the Trustee pursuant to and in
accordance  with this  Indenture  shall be, subject to Section 7.7, for the sole
benefit of  Noteholders  and, to the extent  allocated for the payment of Notes,
shall not be  subject  to the  subordination  provisions  of this  Article  XII.
Otherwise, any deposit of assets with the Trustee or any other Agent (whether or
not in trust) for the payment of  principal of or interest on any Notes shall be
subject to the provisions of Sections 12.1,  12.2, 12.3 and 12.4;  provided that
by, if prior to one  Business  Day  preceding  the date on which by the terms of
this  Indenture  any  such  assets  may  become  distributable  for any  purpose
(including,  without limitation,  the payment of either principal of or interest
on any Note) the  Trustee or such  Paying  Agent  shall not have  received  with
respect to such assets the written notice provided for in Section 12.6, then the
Trustee or such Paying Agent shall have full power and authority to receive such
assets  and to apply  the same to the  purpose  for which  they  were  received,
without liability, and shall not be affected by any notice to the contrary which
may be received by it on or after such date.

Section  12.8.  Subordination  Rights Not  Impaired by Acts or  Omissions of the
Company or Holders of Senior Indebtedness.

                  No  right of any  present  or  future  holders  of any  Senior
Indebtedness to enforce  subordination  provisions contained in this Article XII
shall at any time in any way be  prejudiced or impaired by any act or failure to
act on the part of the  Company or by any act or failure to act,  in good faith,
by any such  holder,  or by any  noncompliance  by the Company with the terms of
this  Indenture,  regardless of any knowledge  thereof which any such holder may
have or be  otherwise  charged  with.  The  holders of Senior  Indebtedness  may
extend,  renew,  modify  or amend the terms of the  Senior  Indebtedness  or any
security therefor and release, sell or exchange such security and otherwise deal
freely with the Company,  all without  affecting the liabilities and obligations
of the parties to this Indenture or the Holders.

Section  12.9.  Noteholders  Authorize  Trustee to Effectuate  Subordination  of
Notes.

                  Each Holder of the Notes by his acceptance  thereof authorizes
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination  provisions contained in this Article XII and to
protect the rights of the Holders  pursuant to this Indenture,  and appoints the
Trustee his  attorney-in-fact for such purpose,  including,  in the event of any
dissolution,  winding up,  liquidation or reorganization of the Company (whether
in bankruptcy,  insolvency or receivership proceedings or upon an assignment for
the benefit of creditors of the Company),  the  immediate  filing of a claim for
the unpaid  balance of his Notes in the form  required in said  proceedings  and
cause said claim to be approved.  If the Trustee does not file a proper claim or
proof of debt in the form  required in such  proceeding  prior to 30 days before
the expiration of the time to file such claim or claims, then the holders of the
Senior Indebtedness or their  representative are or is hereby authorized to have
the right to file and are or is hereby  authorized to file an appropriate  claim
for and on behalf of the Holders of said Notes.  Nothing herein  contained shall
be deemed to  authorize  the  Trustee or the holders of Senior  Indebtedness  or
their  representative to authorize or consent to or accept or adopt on behalf of
any  Noteholder  any  plan  of   reorganization,   arrangement,   adjustment  or
composition  affecting  the Notes or the  rights of any  Holder  thereof,  or to
authorize  the  Trustee  or  the  holders  of  Senior   Indebtedness   or  their
representative  to vote in  respect of the claim of any  Noteholder  in any such
proceeding.

Section 12.10. Right of Trustee to Hold Senior Indebtedness.

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

Section 12.11. Article XII Not to Prevent Events of Default.

                  The  failure to make a payment on  account  of  principal  of,
premium,  if any, interest on, or Liquidated  Damages with respect to, the Notes
by reason of any  provision  of this  Article  XII  shall  not be  construed  as
preventing  the occurrence of a Default or an Event of Default under Section 6.1
or in any way prevent the Holders from exercising any right hereunder other than
the right to receive payment on the Notes.

Section  12.12.  No Duty of  Trustee  and  Other  Agents  to  Holders  of Senior
Indebtedness.

                  The  Trustee and the other  Agents  shall not be deemed to owe
any  fiduciary  duty to the  holders  of Senior  Indebtedness,  and shall not be
liable to any such holders (other than for its willful misconduct or negligence)
if it shall in good faith  mistakenly  pay over or  distribute to the Holders of
Notes or the Company or any other Person,  cash, property or securities to which
any holders of Senior  Indebtedness  shall be entitled by virtue of this Article
XII or otherwise.  Nothing in this Section 12.12 shall affect the  obligation of
any other such Person receiving such payment or distribution from the Trustee or
any other Agent to hold such payment for the benefit of, and to pay such payment
over to, the holders of Senior Indebtedness or their representative.



                                  ARTICLE XIII.

                               CONVERSION OF NOTES

Section 13.1.       Conversion Privilege.

                  Subject to and upon  compliance  with the  provisions  of this
Article XIII, at the option of the Holder thereof,  any Note may at any time, be
converted,  in whole,  or in part in  integral  multiples  of  $1,000  principal
amount, into fully paid and non-assessable  shares of Common Stock issuable upon
conversion  of the  Notes,  at the  conversion  price in  effect  at the Date of
Conversion,  until and  including,  but not after the close of  business  on the
Stated Maturity, unless such Note or some portion thereof shall have been called
for redemption or delivered for repurchase  prior to such date and no default is
made in making due  provision  for the  payment of the  Redemption  Price or the
Repurchase  Price,  as the case may be,  in  accordance  with the  terms of this
Indenture,  in which case,  with respect to such Note or portion  thereof as has
been so called for redemption or delivered for repurchase,  such Note or portion
thereof may be so converted  until and  including,  but not after,  the close of
business  on the  Business  Day  immediately  prior  to the  Redemption  Date or
Repurchase Date, as applicable,  for such Note, unless the Company  subsequently
fails to pay the applicable  Redemption  Price or Repurchase  Price, as the case
may be.

Section 13.2.       Exercise of Conversion Privilege.

                  In order to exercise the conversion  privilege,  the Holder of
any Note to be converted  shall  surrender  such Note to the Company at any time
during usual business  hours at its office or agency  maintained for the purpose
as provided in this Indenture,  accompanied by a fully executed  written notice,
in substantially  the form set forth on the reverse of the Note, that the Holder
elects to convert such Note or a stated portion thereof constituting an integral
multiple  of $1,000  principal  amount,  and,  if such Note is  surrendered  for
conversion  during the period  between  the close of business on any Record Date
and the opening of business on the next following  Interest Payment Date and has
not been called for  redemption  on a Redemption  Date which occurs  within such
period,  accompanied  (except in the case of the Interest Payment Date occurring
on November 1, 2000) also by payment of an amount equal to the interest  payable
on such  Interest  Payment  Date  on the  principal  amount  of the  Note  being
surrendered  for conversion,  notwithstanding  such  conversion.  Such notice of
conversion  shall  also  state  the name or names  (with  address)  in which the
certificate or  certificates  for shares of Common Stock shall be issued.  Notes
surrendered for conversion  shall (if reasonably  required by the Company or the
Trustee) be duly  endorsed  by, or be  accompanied  by a written  instrument  or
instruments  of transfer in form  satisfactory  to the Company duly executed by,
the  Holder  or  his  attorney  duly  authorized  in  writing.  As  promptly  as
practicable  after the receipt of such notice and the  surrender of such Note as
aforesaid,  the Company shall, subject to the provisions of Section 13.8 hereof,
issue and  deliver at such  office or agency to such  Holder,  or on his written
order,  a certificate  or  certificates  for the number of full shares of Common
Stock issuable on such  conversion of Notes in accordance with the provisions of
this  Article XIII and Cash,  as provided in Section 13.3 hereof,  in respect of
any fraction of a share of Common Stock otherwise issuable upon such conversion.
Such conversion shall be deemed to have been effected  immediately  prior to the
close of business on the date (herein called the "Date of  Conversion") on which
such Note shall have been surrendered as aforesaid, and the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be  issuable  upon such  conversion  shall be deemed to have become on the
Date of  Conversion  the holder or  holders of record of the shares  represented
thereby;  provided,  however, that any such surrender on any date when the stock
transfer  books of the Company shall be closed shall cause the person or persons
in whose name or names the certificate or certificates for such shares are to be
issued to be deemed to have become the record holder or holders  thereof for all
purposes at the opening of  business  on the next  succeeding  day on which such
stock transfer books are open but such conversion  shall  nevertheless be at the
conversion  price in effect at the close of  business on the date when such Note
shall  have  been so  surrendered  with the  conversion  notice.  In the case of
conversion  of a portion,  but less than all, of a Note,  the  Company  shall as
promptly as practicable execute,  and the Trustee shall thereafter  authenticate
and  deliver to the Holder  thereof,  at the expense of the  Company,  a Note or
Notes in the aggregate  principal amount of the unconverted  portion of the Note
surrendered.  Except as  otherwise  expressly  provided  in this  Indenture,  no
payment or adjustment shall be made for interest accrued on any Note (or portion
thereof)  converted or for dividends or distributions on any Common Stock issued
upon conversion of any Note.

Section 13.3.       Fractional Interests.

                  No  fractions  of shares or scrip  representing  fractions  of
shares shall be issued upon  conversion of Notes. If more than one Note shall be
surrendered  for  conversion at one time by the same holder,  the number of full
shares which shall be issuable upon conversion  thereof shall be computed on the
basis of the  aggregate  principal  amount of the Notes so  surrendered.  If any
fraction of a share of Common Stock would,  except for the foregoing  provisions
of this Section  13.3, be issuable on the  conversion of any Note or Notes,  the
Company  shall make  payment  in lieu  thereof in an amount of Cash equal to the
value of such  fraction  computed  on the  basis of the last  sale  price of the
Common Stock as reported on the Nasdaq Stock Market's National Market (or if not
listed for trading thereon,  then on the principal national  securities exchange
or on the  principal  automated  quotation  system on which the Common  Stock is
listed  or  admitted  to  trading)  at the  close  of  business  on the  Date of
Conversion  or if no such sale takes place on such day,  the last sale price for
such day shall be the average of the closing bid and asked prices regular way on
the Nasdaq Stock Market's National Market (or if not listed for trading thereon,
on the principal  national  securities  exchange or on the  principal  automated
quotation system on which the Common Stock is listed or admitted to trading) for
such day (any such last sale price  being  hereinafter  referred to as the "Last
Sale Price").  If on such Trading Day the Common Stock is not quoted by any such
organization,  the fair value of such Common  Stock on such day,  as  reasonably
determined  in good faith by the Board of  Directors  of the  Company,  shall be
used.

Section 13.4.       Conversion Price.

                  The  conversion  price per share of Common Stock issuable upon
conversion  of the  Notes (as such  price may be  adjusted,  herein  called  the
"Conversion  Price) shall  initially be $44.50 (which reflects a conversion rate
of 22.4719 shares of Common Stock per $1,000 in principal amount of Notes).

Section 13.5.       Adjustment of Conversion Price.

                  The Conversion  Price shall be subject to adjustment from time
to time as follows:

                  (a) In case the Company shall make or pay a dividend or make a
distribution  in  shares of Common  Stock on any class of  Capital  Stock of the
Company,  the Conversion Price in effect  immediately  following the record date
fixed for the determination of stockholders entitled to receive such dividend or
other  distribution  shall be reduced by multiplying  such Conversion Price by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
outstanding at the close of business on such date and the  denominator  shall be
the sum of such  number of shares  and the total  number of shares  constituting
such  dividend  or other  distribution.  An  adjustment  made  pursuant  to this
subsection  (a)  shall  become  effective  immediately,  except as  provided  in
subsection (i) and (j) below, after such record date.

                  (b) In case the Company shall (1)  subdivide  its  outstanding
shares  of Common  Stock  into a greater  number  of  shares or (2)  combine  or
reclassify  its  outstanding  shares of Common  Stock  into a smaller  number of
shares, the Conversion Price in effect  immediately  following the effectiveness
of such action  shall be  adjusted by  multiplying  such  Conversion  Price by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
outstanding  immediately  prior  to  such  subdivision  or  combination  and the
denominator shall be the number of shares  outstanding  immediately after giving
effect to such  subdivision or combination.  An adjustment made pursuant to this
subsection  (b)  shall  become  effective  immediately,  except as  provided  in
subsection  (i) and (j) below,  after the  effective  date of a  subdivision  or
combination.

                  (c) In  case  the  Company  shall  issue  rights,  options  or
warrants to all or  substantially  all holders of Common Stock entitling them to
subscribe for or purchase  shares of Common Stock at a price per share less than
the then  current  market  price per share of the  Common  Stock (as  determined
pursuant to subsection (g) below) on the record date fixed for  determination of
the  stockholders  entitled to receive  such  rights,  option or  warrants,  the
Conversion  Price in effect  immediately  following  such  record  date shall be
adjusted to a price,  computed to the nearest cent, so that the same shall equal
the price determined by multiplying:

                  (i)      such Conversion Price by a fraction, of which

                  (ii) the numerator shall be (A) the number of shares of Common
         Stock  outstanding  on such  record  date plus (B) the number of shares
         which the  aggregate  offering  price of the total  number of shares so
         offered for  subscription  or purchase  would  purchase at such current
         market price  (determined by multiplying such total number of shares by
         the exercise price of such rights, options or warrants and dividing the
         product so obtained by such current market price), and of which

                  (iii)  the  denominator  shall be (A) the  number of shares of
         Common  Stock  outstanding  on such  record date plus (B) the number of
         additional shares of Common Stock which are so offered for subscription
         or purchase.

                  Such adjustment shall become effective immediately,  except as
provided  in  subsection  (i) and (j)  below,  after  the  record  date  for the
determination of holders  entitled to receive such rights,  options or warrants;
provided,  however,  that if any such rights,  options or warrants issued by the
Company  as  described  in this  subsection  (c) are only  exercisable  upon the
occurrence of certain triggering  events,  then the Conversion Price will not be
adjusted as provided in this subsection (c) until such triggering  events occur.
Upon the expiration or termination  of any rights,  options or warrants  without
the exercise of such rights,  options or warrants,  the Conversion Price then in
effect shall be adjusted  immediately to the  Conversion  Price which would have
been in effect at the time of such  expiration or  termination  had such rights,
options  or  warrants,  to the  extent  outstanding  immediately  prior  to such
expiration or termination, never been issued.

                  (d) In case the Company or any Subsidiary of the Company shall
distribute  to all or  substantially  all  holders of Common  Stock,  any of its
assets, evidences of indebtedness,  cash or securities (other than (x) dividends
or distributions exclusively in cash, (y) any dividend or distribution for which
an adjustment is required to be made in accordance  with  subsection  (a) or (c)
above and in mergers and  consolidations  to which Section 13.6 applies,  or (z)
any  distribution of rights or warrants subject to subsection (1) below) then in
each such case the Conversion Price in effect  immediately  following the record
date  fixed  for  the  determination  of  the  stockholders   entitled  to  such
distribution shall be adjusted so that the same shall equal the price determined
by multiplying  such Conversion Price by a fraction of which the numerator shall
be the then current  market price per share of the Common Stock  (determined  as
provided in subsection  (g) below) on such record date less the then fair market
value (as  reasonably  determined in good faith by the Board of Directors of the
Company) of the portion of the assets so distributed  applicable to one share of
Common Stock,  and of which the  denominator  shall be such current market price
per  share  of  the  Common  Stock.   Such  adjustment  shall  become  effective
immediately,  except as  provided  in  subsection  (i) and (j) below,  after the
record date for the  determination  of  stockholders  entitled  to receive  such
distribution.

                  (e) In case the Company or any Subsidiary of the Company shall
make any distribution consisting exclusively of cash (excluding any cash portion
of  distributions  for which an  adjustment is required to be made in accordance
with subsection (d) above, or cash distributed upon a merger or consolidation to
which Section 13.6 applies) to all or substantially  all holders of Common Stock
in an aggregate amount that,  combined together with (i) all other such all-cash
distributions  made within the then  preceding  12 months in respect of which no
adjustment  pursuant to this  subsection (e) has been made and (ii) any cash and
the fair market value of other  consideration  paid or payable in respect of any
tender or exchange  offer by the Company or any of its  Subsidiaries  for Common
Stock concluded within the preceding 12 months in respect of which no adjustment
has been made,  exceeds 15% of the Company's market  capitalization  (defined as
being  the  product  of the  then  current  market  price  of the  Common  Stock
(determined  as provided in subsection  (g) below) times the number of shares of
Common Stock then outstanding) on the record date fixed for the determination of
the stockholders entitled to such distribution, in each such case the Conversion
Price immediately  following such record date shall be adjusted so that the same
shall equal the price  determined  by  multiplying  such  Conversion  Price by a
fraction of which the numerator shall be the then current market price per share
of the Common  Stock on such record date less the amount of the cash and/or fair
market value (as  reasonably  determined in good faith by the Board of Directors
of the Company) of other consideration so distributed applicable to one share of
Common Stock,  and of which the  denominator  shall be such current market price
per  share  of  the  Common  Stock.   Such  adjustment  shall  become  effective
immediately,  except as  provided  in  subsection  (i) and (j) below,  after the
record date for the  determination  of  stockholders  entitled  to receive  such
distribution.

                  (f) In case the Company or any Subsidiary of the Company shall
complete a tender or exchange  offer for all or any portion of the Common  Stock
(any such  tender or  exchange  offer  being  referred  to as an "Offer") to the
extent that the  aggregate  consideration  of such  Offer,  having a fair market
value as of the expiration of such Offer (the "Expiration Time"),  together with
(i) any cash and the fair  market  value of any other  consideration  payable in
respect  of any other  tender or  exchange  offer for  Common  Stock,  as of the
expiration of such other tender or exchange offer, expiring within the 12 months
preceding  the  expiration  of such Offer and in respect of which no  Conversion
Price  adjustment  pursuant  to this  subsection  (f) has been made and (ii) the
aggregate amount of any all-cash  distributions referred to in subsection (e) of
this Section 13.5 to all holders of Common Stock within the 12 months  preceding
the expiration of such Offer for which no Conversion Price  adjustment  pursuant
to such  subsection  (e) has been made,  exceeds  15% of the product of the then
current market price per share  (determined as provided in subsection (g) below)
of the Common Stock on the Expiration  Time times the number of shares of Common
Stock  outstanding  (including any tendered  shares) on the Expiration Time, the
Conversion Price in effect  immediately  following such Expiration Time shall be
reduced  by  multiplying  such  Conversion  Price by a  fraction  of  which  the
numerator  shall be (i) the product of the then  current  market price per share
(determined  as provided  in  subsection  (g) below) of the Common  Stock on the
Expiration  Time  times  the  number  of  shares  of  Common  Stock  outstanding
(including  any  tendered  shares)  on the  Expiration  Time minus (ii) the fair
market value of the aggregate consideration so in excess of such 15% and payable
to  stockholders  based on the  acceptance  (up to any maximum  specified in the
terms of the Offer) of all shares  validly  tendered and not withdrawn as of the
Expiration  Time  (the  shares  deemed  so  accepted  being  referred  to as the
"Purchased Shares") and the denominator shall be the product of (i) such current
market  price  per  share on the  Expiration  Time  times  (ii)  such  number of
outstanding  shares on the Expiration Time less the number of Purchased  Shares,
such reduction to become effective  immediately prior to the opening of business
on the day following the Expiration Time.

         For  purposes of this  subsection  (f),  the fair  market  value of any
consideration  with respect to an Offer shall be  reasonably  determined in good
faith  by the  Board  of  Directors  of the  Company  and  described  in a Board
Resolution.

                  (g) For the purpose of any computation  under subsections (c),
(d),  (e) and (f) above,  the current  market price per share of Common Stock on
any date shall be deemed to be the average of the Last Sale Prices of a share of
Common  Stock for the five  consecutive  Trading  Days  selected  by the Company
commencing not more than 20 Trading Days before,  and ending not later than, the
earlier ofthe date in question and the date before the "'ex' date," with respect
to the issuance,  distribution  or Offer requiring such  computation.  If on any
such Trading Day the Common Stock is not quoted by any organization  referred to
in the  definition of Last Sale Price in Section 13.3 hereof,  the fair value of
the Common  Stock on such day,  as  reasonably  determined  in good faith by the
Board  of  Directors  of the  Company,  shall  be  used.  For  purposes  of this
paragraph,  the term  "'ex'  date,"  when used  with  respect  to any  issuance,
distribution or payments with respect to an Offer, means the first date on which
the Common Stock trades regular way on the Nasdaq Stock Market's National Market
(or if not listed or admitted to trading thereon, then on the principal national
securities  exchange or automated quotation system if the Common Stock is listed
or admitted to trading  thereon)  without  the right to receive  such  issuance,
distribution or Offer.

                   (h) In addition to the foregoing  adjustments  in subsections
(a), (b), (c), (d), (e) and (f) above, the Company, from time to time and to the
extent  permitted by law, may reduce the  Conversion  Price by any amount for at
least 20 Business  Days,  if the Board of  Directors  has made a  determination,
which  determination  shall be conclusive,  that such reduction  would be in the
best interests of the Company.  The Company shall cause notice of such reduction
to be mailed to each Holder of Notes,  in the manner  specified in Section 13.7,
at least  15 days  prior to the date on  which  such  reduction  commences.  The
Company may, at its option, also make such reductions in the Conversion Price in
addition to those set forth above,  as the Board of Directors deems advisable to
avoid or diminish any income tax to holders of shares of Common Stock  resulting
from any dividend or  distribution of stock (or rights to acquire stock) or from
any event treated as such for United States federal income tax purposes.

                  (i) In any case in which this Section 13.5 shall  require that
an adjustment be made immediately following a record date, the Company may elect
to defer the  effectiveness  of such  adjustment  (but in no event  until a date
later than the effective time of the event giving rise to such  adjustment),  in
which case the Company  shall,  with  respect to any Note  converted  after such
record date and on and before such  adjustment  shall have become  effective (i)
defer paying any Cash payment  pursuant to Section 13.3 hereof or issuing to the
Holder of such Note the number of shares of Common Stock and other capital stock
of the Company (or other assets or securities)  issuable upon such conversion in
excess of the number of shares of Common  Stock and other  Capital  Stock of the
Company  issuable  thereupon only on the basis of the Conversion  Price prior to
adjustment,  and (ii) not later than five  Business  Days after such  adjustment
shall have become  effective,  pay to such Holder the  appropriate  Cash payment
pursuant to Section 13.3 hereof and issue to such Holder the  additional  shares
of  Common  Stock  and  other  Capital  Stock of the  Company  issuable  on such
conversion.

                  (j) No  adjustment in the  Conversion  Price shall be required
unless such adjustment would require an increase or decrease of at least 1.0% of
the Conversion  Price;  provided,  that any adjustments  which by reason of this
subsection  (i) are not  required to be made shall be carried  forward and taken
into account in any subsequent  adjustment.  All calculations under this Article
XIII shall be made to the  nearest  cent or to the  nearest  one-hundredth  of a
share, as the case may be.

                  (k)  Whenever  the  Conversion  Price is  adjusted  as  herein
provided,  the  Company  shall  promptly  (i)  file  with the  Trustee  and each
conversion  agent an Officers'  Certificate  setting forth the Conversion  Price
after such adjustment and setting forth a brief statement of the facts requiring
such  adjustment,   which  certificate  shall  be  conclusive  evidence  of  the
correctness of such adjustment,  and (ii) mail or cause to be mailed a notice of
such  adjustment  to each holder of Notes at his address as the same  appears on
the registry books of the Company.

                  (l) In the  event  that  the  Company  distributes  rights  or
warrants  (other  than those  referred to in  subsection  (c) above) pro rata to
holders of Common Stock, so long as any such rights or warrants have not expired
or been redeemed by the Company, the Company shall make proper provision so that
the Holder of any Note  surrendered  for conversion  will be entitled to receive
upon such  conversion,  in addition to the shares of Common Stock  issuable upon
such conversion (the "Conversion  Shares"), a number of rights or warrants to be
determined as follows: (i) if such conversion occurs on or prior to the date for
the  distribution to the holders of rights or warrants of separate  certificates
evidencing such rights or warrants (the "Distribution Date"), the same number of
rights or warrants to which a holder of a number of shares of Common Stock equal
to the number of Conversion Shares is entitled at the time of such conversion in
accordance  with the terms and  provisions  of and  applicable  to the rights or
warrants,  and (ii) if such conversion occurs after such Distribution  Date, the
same  number of rights or  warrants to which a holder of the number of shares of
Common  Stock  into which the  principal  amount of such Note so  converted  was
convertible immediately prior to such Distribution Date would have been entitled
on such  Distribution  Date in accordance  with the terms and  provisions of and
applicable to the rights or warrants.

Section 13.6.  Continuation of Conversion Privilege in Case of Reclassification,
Change, Merger, Consolidation or Sale of Assets.

                  If  any  of  the  following  shall  occur,   namely:  (a)  any
reclassification  or change of outstanding  shares of Common Stock issuable upon
conversion of the Notes (other than a change in par value,  or from par value to
no par  value,  or  from  no  par  value,  to par  value,  or as a  result  of a
subdivision or combination), (b) any consolidation or merger of the Company with
or into any other  Person,  or the merger of any other  Person  with or into the
Company  (other  than a merger  which does not  result in any  reclassification,
change,  conversion,  exchange or cancellation  of outstanding  shares of Common
Stock) or (c) any sale,  transfer or conveyance of all or  substantially  all of
the assets of the Company (computed on a consolidated  basis), then the Company,
or such  successor  or  purchasing  entity,  as the  case  may be,  shall,  as a
condition precedent to such  reclassification,  change,  consolidation,  merger,
sale or conveyance,  execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Note then outstanding  shall have the right to
convert  such Note  only  into the kind and  amount of shares of stock and other
securities and property (including cash) receivable upon such  reclassification,
change,  consolidation,  merger, sale, transfer or conveyance by a holder of the
number  of  shares  of  Common  Stock  issuable  upon  conversion  of such  Note
immediately prior to such reclassification, change, consolidation, merger, sale,
transfer  or  conveyance  assuming  such  holder of Common  Stock of the Company
failed to exercise his rights of an  election,  if any, as to the kind or amount
of securities,  cash and other property  receivable upon such  reclassification,
change,  consolidation,  merger,  sale, transfer or conveyance (provided that if
the kind or amount of securities,  cash, and other property receivable upon such
reclassification, change, consolidation, merger, sale, transfer or conveyance is
not the same for each  share of Common  Stock of the  Company  held  immediately
prior to such reclassification, change, consolidation, merger, sale, transfer or
conveyance  in  respect  of which such  rights of  election  shall not have been
exercised  ("non-electing share"), then for the purpose of this Section 13.6 the
kind and amount of  securities,  cash and other  property  receivable  upon such
reclassification, change, consolidation, merger, sale, transfer or conveyance by
each non-electing  share shall be deemed to be the kind and amount so receivable
per  share  by a  plurality  of  the  non-electing  shares).  Such  supplemental
indenture shall provide for adjustments  which shall be as nearly  equivalent as
may be practicable to the adjustments  provided for in this Article XIII. If, in
the case of any such  consolidation,  merger,  sale or conveyance,  the stock or
other securities and property (including cash) receivable  thereupon by a holder
of shares of  Common  Stock  includes  shares of stock or other  securities  and
property  (including  cash)  of  a  corporation  other  than  the  successor  or
purchasing corporation, as the case may be, in such consolidation,  merger, sale
or conveyance,  then such supplemental  indenture shall also be executed by such
other  corporation and shall contain such  additional  provisions to protect the
interests  of the Holders of the Notes as the Board of  Directors of the Company
shall reasonably  consider necessary by reason of the foregoing.  The provisions
of this  Section  13.6  shall  similarly  apply  to  successive  consolidations,
mergers, sales or conveyances.

                  Notice of the  execution of each such  supplemental  indenture
shall be mailed to each  Holder of Notes at his  address as the same  appears on
the registry books of the Company.

                  Neither the Trustee  nor any  conversion  agent shall be under
any  responsibility to determine the correctness of any provisions  contained in
any such supplemental  indenture relating either to the kind or amount of shares
of stock or securities  or property  (including  cash)  receivable by Holders of
Notes  upon the  conversion  of their  Notes  after  any such  reclassification,
change,  consolidation,  merger,  sale or conveyance or to any  adjustment to be
made with respect thereto, but, subject to the provisions of Article VII hereof,
may accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, the Officers' Certificate (which the Company
shall be obligated to file with the Trustee  prior to the  execution of any such
supplemental indenture) with respect thereto.

Section 13.7.       Notice of Certain Events.

                  In case:

         (a) the Company  shall  declare a dividend (or any other  distribution)
payable to the holders of Common Stock (other than cash dividends);

         (b) the Company  shall  authorize the granting to the holders of Common
Stock of rights,  warrants or options to subscribe for or purchase any shares of
stock of any class or of any other rights;

         (c) the Company shall authorize any  reclassification  or change of the
Common Stock  (including a subdivision or combination of its outstanding  shares
of Common Stock), or any consolidation or merger to which the Company is a party
and for which approval of any  stockholders  of the Company is required,  or the
sale or conveyance of all or  substantially  all the property or business of the
Company;

         (d) there shall be proposed any voluntary or  involuntary  dissolution,
liquidation or winding-up of the Company; or

         (e) the Company or any of its Subsidiaries shall complete an Offer;

then, the Company shall cause to be filed at the office or agency maintained for
the purpose of conversion  of the Notes as provided in Section 13.2 hereof,  and
shall  cause to be mailed to each  Holder of Notes,  at his  address as it shall
appear on the registry  books of the  Company,  at least 20 days before the date
hereinafter specified (or the earlier of the dates hereinafter specified, in the
event that more than one date is specified),  a notice stating the date on which
(1) a  record  is  expected  to be  taken  for the  purpose  of  such  dividend,
distribution,  rights, warrants or options or Offer, or if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights, warrants or options or to participate in
such  Offer  are  to  be  determined,  or  (2)  such  reclassification,  change,
consolidation,  merger, sale, conveyance, dissolution, liquidation or winding-up
is expected to become effective and the date, if any is to be fixed, as of which
it is  expected  that  holders of Common  Stock of record  shall be  entitled to
exchange  their  shares  of  Common  Stock  for  securities  or  other  property
deliverable upon such  reclassification,  change,  consolidation,  merger, sale,
conveyance, dissolution, liquidation or winding-up.

Section 13.8.       Taxes on Conversion.

                  The Company will pay any and all documentary, stamp or similar
taxes payable to the United States of America or any  political  subdivision  or
taxing  authority  thereof or therein  in  respect of the issue or  delivery  of
shares  of Common  Stock on  conversion  of Notes  pursuant  thereto;  provided,
however,  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any  transfer  involved in the issue or delivery of shares
of  Common  Stock in a name  other  than  that of the  Holder of the Notes to be
converted  and no such  issue or  delivery  shall be made  unless  and until the
person  requesting  such issue or delivery has paid to the Company the amount of
any such tax or has established,  to the satisfaction of the Company,  that such
tax has been paid. The Company  extends no protection  with respect to any other
taxes imposed in connection with conversion of Notes.

Section 13.9.       Company to Provide Stock.

                  The Company shall reserve,  free from pre-emptive  rights, out
of its  authorized  but unissued  shares,  sufficient  shares to provide for the
conversion  of the Notes  from  time to time as such  Notes  are  presented  for
conversion,  provided,  that  nothing  contained  herein  shall be  construed to
preclude  the  Company  from  satisfying  its  obligations  in  respect  of  the
conversion of Notes by delivery of repurchased  shares of Common Stock which are
held in the treasury of the Company.

                  If any shares of Common  Stock to be reserved  for the purpose
of conversion of Notes hereunder  require  registration  with or approval of any
governmental  authority under any Federal or state law before such shares may be
validly issued or delivered upon conversion,  then the Company covenants that it
will in good faith and as expeditiously  as possible use all reasonable  efforts
to secure such registration or approval, as the case may be, provided,  however,
that  nothing  in this  Section  13.9  shall be  deemed  to limit in any way the
obligations of the Company provided in this Article XIII.

                  Before  taking  any action  which  would  cause an  adjustment
reducing the  Conversion  Price below the then par value,  if any, of the Common
Stock,  the Company will take all corporate  action which may, in the Opinion of
Counsel,  be necessary  in order that the Company may validly and legally  issue
fully paid and non-assessable shares of Common Stock at such adjusted Conversion
Price.

                  The Company  covenants  that all shares of Common  Stock which
may be  issued  upon  conversion  of Notes  will  upon  issue be fully  paid and
non-assessable by the Company and free of preemptive rights.

Section 13.10.      Disclaimer of Responsibility for Certain Matters.

                  Neither the Trustee nor any agent of the Trustee  shall at any
time be under any duty or  responsibility  to any  Holder of Notes to  determine
whether  any facts exist which may  require  any  adjustment  of the  Conversion
Price, or with respect to the Officers'  Certificate referred to in Section 13.5
hereof,  or with  respect  to the nature or extent of any such  adjustment  when
made, or with respect to the method  employed,  or herein or in any supplemental
indenture  provided to be employed,  in making the same. Neither the Trustee nor
any agent of the Trustee  shall be  accountable  with respect to the validity or
value  (or the  kind  or  amount)  of any  shares  of  Common  Stock,  or of any
securities  or  property  (including  cash),  which may at any time be issued or
delivered  upon the  conversion  of any Note;  and  neither  the Trustee nor any
conversion  agent makes any  representation  with respect  thereto.  Neither the
Trustee nor any agent of the Trustee shall be responsible for any failure of the
Company to issue, register the transfer of or deliver any shares of Common Stock
or stock certificates or other securities or property  (including cash) upon the
surrender of any Note for the purpose of conversion  or,  subject to Article VII
hereof,  to comply with any of the  covenants  of the Company  contained in this
Article XIII.

Section 13.11.      Return of Funds Deposited for Redemption of Converted Notes.

                  Any funds which at any time shall have been  deposited  by the
Company or on its behalf  with the  Trustee  or any other  Paying  Agent for the
purpose of paying the  principal  of and  interest on any of the Notes and which
shall not be required for such purposes because of the conversion of such Notes,
as provided in this Article XIII,  shall after such  conversion be repaid to the
Company by the Trustee or such other Paying Agent.



                                  ARTICLE XIV.

                                  MISCELLANEOUS

Section 14.1.       TIA Controls.

                  If any  provision  of this  Indenture  limits,  qualifies,  or
conflicts with the duties  imposed by operation of the TIA, the imposed  duties,
whether or not this Indenture has been qualified under the TIA, shall control.

Section 14.2.       Notices.

                  Any  notices  or other  communications  to the  Company or the
Trustee  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:

                  Fine Host Corporation
                  3 Greenwich Office Park
                  Greenwich, Connecticut 06831
                  Attention:   General Counsel
                  Telecopy:   (203) 629-5089

         if to the Trustee:

                  The Bank of New York
                  101 Barclay Street
                  New York, New York 10286
                  Attention: Corporate Trust Trustee Administration
                  Telecopy:   (212) 815-5915

                  Any  party  by  notice  to  each  other  party  may  designate
additional  or  different  addresses  as shall be  furnished  in writing by such
party.  Any notice or  communication  to any party  shall be deemed to have been
given or made as of the date so delivered, if personally delivered; when receipt
is acknowledged,  if telecopied; and five Business Days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address  shall not be deemed to have been given until  actually  received by the
addressee).

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

                  Failure to mail a notice or  communication  to a Noteholder or
any  defect  in it shall  not  affect  its  sufficiency  with  respect  to other
Noteholders.  If a notice or  communication  is mailed  in the  manner  provided
above,  it is duly given,  whether or not the  addressee  receives it except for
notices and  communications  to the Trustee  which shall be effective  only upon
actual  receipt  thereof.  Section  14.3.  Communications  by Holders with Other
Holders.

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

Section 14.4.       Certificate and Opinion as to Conditions Precedent.

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

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

                  (2) an Opinion of Counsel  (in form and  substance  reasonably
satisfactory to the Trustee)  stating that, in the opinion of such counsel,  all
such conditions precedent have been complied with.

Section 14.5.       Statements Required in Certificate or Opinion.

                  Each  certificate  or  Opinion  of  Counsel  with  respect  to
compliance  with a condition or covenant  provided for in this  Indenture  shall
include:

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

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

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

                  (4) a  statement  as to whether or not, in the opinion of each
such  Person,  such  condition  or covenant has been  complied  with;  provided,
however,  that with respect to matters of fact an Opinion of Counsel may rely on
an Officers' Certificate or certificates of public officials.

Section 14.6.       Rules by Trustee, Paying Agent, Registrar.

                  The  Trustee may make  reasonable  rules for action by or at a
meeting of Noteholders.  The Paying Agent or Registrar may make reasonable rules
for its functions.

Section 14.7.       Legal Holidays.

                  A "Legal  Holiday" is a  Saturday,  a Sunday or a day on which
banking institutions in New York, New York are authorized or obligated by law or
executive  order to close.  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 14.8.       Governing Law.

                  THIS  INDENTURE  AND  THE  NOTES  SHALL  BE  GOVERNED  BY  AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF, AS APPLIED TO CONTRACTS MADE AND PERFORMED
WITHIN THE STATE OF NEW YORK.  THE  COMPANY  HEREBY  IRREVOCABLY  SUBMITS TO THE
JURISDICTION  OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE AND THE NOTES, AND IRREVOCABLY  ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY,  GENERALLY AND UNCONDITIONALLY,  JURISDICTION OF
THE AFORESAID COURTS. THE COMPANY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT IT
MAY  EFFECTIVELY DO SO UNDER  APPLICABLE  LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN  BROUGHT IN AN  INCONVENIENT  FORUM.  NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY  NOTEHOLDER TO SERVE PROCESS
IN ANY  OTHER  MANNER  PERMITTED  BY LAW OR TO  COMMENCE  LEGAL  PROCEEDINGS  OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

Section 14.9.       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 14.10.      No Recourse Against Others.

                  No direct or indirect partner, employee, stockholder, director
or officer,  as such,  past,  present or future of the Company or any  successor
corporation,  shall have any personal liability in respect of the obligations of
the  Company  under the  Notes or this  Indenture  by reason of his,  her or its
status  as such  partner,  stockholder,  employee,  director  or  officer.  Each
Noteholder  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 14.11.      Successors.

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

Section 14.12.      Duplicate Originals.

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

Section 14.13.      Severability.

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

Section 14.14.      Table of Contents, Headings, Etc.

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

Section 14.15.      Qualification of Indenture.

                  The Company  shall  qualify  this  Indenture  under the TIA in
accordance with the terms and conditions of the  Registration  Rights  Agreement
and shall pay all costs,  fees and expenses  (including  attorneys' fees for the
Company and the Trustee) incurred in connection  therewith,  including,  but not
limited to,  costs,  fees and expenses of  qualification  of the  Indenture  and
printing this Indenture and the Notes.  The Trustee shall be entitled to receive
from the Company any such Officers'  Certificates,  Opinions of Counsel or other
documentation  as  it  may  reasonably  request  in  connection  with  any  such
qualification of this Indenture under the TIA.

Section 14.16.      Registration Rights.

                  Certain   Holders  of  the  Notes  are   entitled  to  certain
registration  rights with respect to such Notes  pursuant to, and subject to the
terms of, the Registration Rights Agreement.





<PAGE>


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

                                   FINE HOST CORPORATION, a Delaware corporation



                                   By:______________________________
                                       Name:
                                       Title:



                                   THE BANK OF NEW YORK, as Trustee



                                   By:______________________________
                                       Name:
                                       Title:


<PAGE>
                                                                       EXHIBIT A

                                 [FORM OF NOTE]

                              FINE HOST CORPORATION

                   5% CONVERTIBLE SUBORDINATED NOTES DUE 2004



No.__                                                       CUSIP No.___________

                                                                     $__________

                  Fine Host  Corporation,  a Delaware  corporation  (hereinafter
called the  "Company,"  which term includes any  successors  under the Indenture
hereinafter  referred  to),  for  value  received,  hereby  promises  to  pay to
____________________________,  or  registered  assigns,  the  principal  sum  of
_________ Dollars, on November 1, 2004.

                  Interest  Payment Dates:  May 1 and November 1; commencing May
1, 1998.

                  Record Dates: April 15 and October 15.

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



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


                  IN WITNESS WHEREOF,  the Company has caused this instrument to
be duly executed under its corporate seal.

                                   FINE HOST CORPORATION, a Delaware corporation
[Seal]

                                   By:__________________________________
                                      Name:
                                      Title:

Attest:_______________________
       Assistant Secretary


<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the  Notes  described  in the  within-mentioned
Indenture.

Dated:___________

                            THE BANK OF NEW YORK, as
                                            Trustee


                            By:_____________________________
                               Authorized Signatory


<PAGE>


                              FINE HOST CORPORATION

                   5% Convertible Subordinated Notes due 2004

         Unless  and  until it is  exchanged  in  whole or in part for  Notes in
definitive  form,  this  Note may not be  transferred  except  as a whole by The
Depository Trust Company, a New York corporation ("Depositary"), to a nominee of
the  Depositary or by a nominee of the  Depositary to the  Depositary or another
nominee  of  the  Depositary  or by the  Depositary  or any  such  nominee  to a
successor  Depositary  or a nominee of such  successor  Depositary.  Unless this
certificate  is presented by an authorized  representative  of the Depository to
the Company or its agent for registration of transfer,  exchange or payment, and
any certificate  issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized  representative of the Depositary (and any
payment  is made to Cede & Co. or to such  other  entity as is  requested  by an
authorized representative of the Depositary),  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.1

         THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.
         S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), OR ANY
         STATE  SECURITIES  LAWS,  AND  ACCORDINGLY,  MAY NOT BE OFFERED,  SOLD,
         PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR
         THE ACCOUNT OR BENEFIT OF U S. PERSONS,  EXCEPT AS SET FORTH BELOW.  BY
         ITS ACQUISITION  HEREOF OR OF A BENEFICIAL  INTEREST HEREIN, THE HOLDER
         (1)  REPRESENTS  THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL  BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"),  (B) IT IS AN
         INSTITUTIONAL  "ACCREDITED  INVESTOR"  (AS  DEFINED IN RULE 501(A) (1),
         (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), OR
         (C)  IT IS  ACQUIRING  THIS  SECURITY  IN AN  OFFSHORE  TRANSACTION  IN
         COMPLIANCE  WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT
         IT WILL NOT RESELL OR OTHERWISE  TRANSFER THIS  SECURITY  EXCEPT (A) TO
         THE COMPANY OR ANY OF ITS SUBSIDIARIES,  (B) TO A PERSON WHO THE HOLDER
         REASONABLY  BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
         ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
         UNDER THE SECURITIES  ACT, (C) TO AN IAI THAT,  PRIOR TO SUCH TRANSFER,
         FURNISHES   THE   TRUSTEE   A   SIGNED   LETTER   CONTAINING    CERTAIN
         REPRESENTATIONS  AND  AGREEMENTS  RELATING  TO  THE  TRANSFER  OF  THIS
         SECURITY  (THE FORM OF WHICH CAN BE OBTAINED  FROM THE TRUSTEE) AND, IF
         THE  COMPANY SO  REQUESTS,  AN OPINION  OF  COUNSEL  ACCEPTABLE  TO THE
         COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE  WITH THE  SECURITIES  ACT,
         (D) IN AN OFFSHORE  TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
         904 OF  REGULATION S UNDER THE  SECURITIES  ACT,  (E) IN A  TRANSACTION
         MEETING THE  REQUIREMENTS  OF RULE 144 UNDER THE SECURITIES ACT, (F) IN
         ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
         THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL  ACCEPTABLE TO
         THE  COMPANY,  THE TRUSTEE  AND THE  REGISTRAR)  OR (G)  PURSUANT TO AN
         EFFECTIVE  REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
         THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
         OTHER  APPLICABLE  JURISDICTION  AND (3) AGREES THAT IT WILL DELIVER TO
         EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST  HEREIN IS TRANSFERRED
         A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS LEGEND.  AS USED HEREIN,
         THE TERMS "OFFSHORE  TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS
         GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
         INDENTURE  CONTAINS  A  PROVISION  REQUIRING  THE  TRUSTEE TO REFUSE TO
         REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING.2

1.       Interest.

         Fine Host Corporation,  a Delaware corporation  (hereinafter called the
"Company,"  which term includes any successors  under the Indenture  hereinafter
referred to),  promises to pay interest on the principal  amount of this Note at
the rate of 5% per annum.  To the extent it is lawful,  the Company  promises to
pay interest on any interest  payment due but unpaid on such principal amount at
a rate of 5% per annum compounded semi-annually.

         The Company will pay interest semi-annually in cash in arrears on May 1
and November 1 of each year (each, an "Interest  Payment Date"),  commencing May
1, 1998.  Interest  on the Notes will  accrue from the most recent date to which
interest  has been paid or, if no  interest  has been  paid on the  Notes,  from
October 27,  1997.  Interest  will be  computed  on the basis of a 360-day  year
consisting 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.  Holders must
surrender  Notes  to a Paying  Agent to  collect  principal  payments.  Any such
interest not so punctually paid, and defaulted interest relating thereto, may be
paid to the  Persons  who are  registered  Holders at the close of business on a
Special  Record Date for the payment of such defaulted  interest,  as more fully
provided in the  Indenture  referred to below.  Except as  provided  below,  the
Company  shall pay principal and interest in such coin or currency of the United
States of America as at the time of payment shall be legal tender for payment of
public and private debts ("U.S. Legal Tender").  The Notes will be payable as to
principal,  premium,  interest and Liquidated Damages at the office or agency of
the Company  maintained for such purpose within or without the City and State of
New York,  or at the  option of the  Company,  payment  of  principal,  premium,
interest  and  Liquidated  Damages may be made by check mailed to the Holders at
their  addresses set forth in the registry of Holders,  and provided that,  upon
the  request  of The  Depository  Trust  Company,  a New York  corporation  (the
"Depositary"),  payment by wire transfer of immediately  available funds will be
required  with respect to principal of,  premium and interest on and  Liquidated
Damages  with  respect to Global Notes and all other Notes held of record by the
Depositary,  or its nominee, if the Depositary shall have provided wire transfer
instructions to the Company or the Paying Agent.

3.       Paying Agent and Registrar.

         The Bank of New York  (the  "Trustee")  will act as  Paying  Agent  and
Registrar.  The Company may change any Paying Agent,  Registrar or  co-Registrar
without  notice to the  Holders.  The  Company or any of its  Subsidiaries  may,
subject to certain exceptions, act as Paying Agent, Registrar or co-Registrar.

4.       Indenture.

         The Company  issued the Notes under an  Indenture,  dated as of October
27, 1997 (as amended or supplemented from time to time the "Indenture"), between
the Company 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, as in effect on the date of the  Indenture.  The Notes are
subject to all such terms,  and Holders of Notes are  referred to the  Indenture
and  said  Act  for a  statement  of  them.  The  Notes  are  general  unsecured
obligations   of  the  Company   limited  in  aggregate   principal   amount  to
$200,000,000.

5.       Redemption.

         The Notes may be  redeemed in whole or from time to time in part at any
time on and  after  November  1,  2000,  at the  option of the  Company,  at the
Redemption Price (expressed as a percentage of principal amount) set forth below
with respect to the indicated  Redemption  Date, in each case,  plus any accrued
but unpaid interest and Liquidated Damages to the Redemption Date. The Notes may
not be so redeemed prior to November 1, 2000.

          If redeemed during
          the 12-month period
          beginning on November 1                           Redemption Price

          2000.................................................102.857%
          2001.................................................102.143%
          2002.................................................101.429%
          2003.................................................100.714%

                  Any  such  redemption  will  comply  with  Article  III of the
Indenture.

6        Notice of Redemption.

         Notice of redemption will be sent by first class mail, at least 30 days
and not more than 60 days  prior to the  Redemption  Date to the  Holder of each
Note to be  redeemed  at such  Holder's  last  address  as then  shown  upon the
registry  books of the  Registrar.  Notes may be  redeemed  in part in  integral
multiples of $1,000 only.

         Except as set  forth in the  Indenture,  from and after any  Redemption
Date, if monies for the redemption of the Notes called for redemption shall have
been deposited with the Paying Agent on such  Redemption Date and payment of the
Notes  called  for  redemption  is  not  prohibited  under  Article  XII  of the
Indenture,  the Notes called for redemption  will cease to bear interest and the
only  right of the  Holders  of such  Notes  will be to  receive  payment of the
Redemption Price,  plus any accrued and unpaid interest and Liquidated  Damages,
if any, to the Redemption Date.

7        Denominations; Transfer; Exchange.

         The Notes are in registered form, without coupons,  in denominations of
$1,000 and integral  multiples of $1,000.  A Holder may register the transfer of
or exchange Notes in accordance with, the Indenture. The Registrar may require a
Holder,  among other things,  to furnish  appropriate  endorsements and transfer
documents  and to pay any taxes and fees  required  by law or  permitted  by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
selected for redemption.

8        Persons Deemed Owners.

         The  registered  Holder of a Note may be treated as the owner of it for
all  purposes,  subject to the  provisions  of the  Indenture and the Notes with
respect to record dates.

9        Unclaimed Money.

         If money for the payment of principal,  interest or Liquidated  Damages
remains  unclaimed for two years,  the Trustee and the Paying  Agent(s) will pay
the money back to the Company at its written request.  After that, all liability
of the Trustee and such Paying Agent(s) with respect to such money shall cease.

10       Amendment; Supplement; Waiver.

         Subject to  specified  exceptions,  the  Indenture  or the Notes may be
amended  or  supplemented,  and any  existing  Default  or Event of  Default  or
compliance  with any  provision may be waived,  with the written  consent of the
Holders  of  a  majority  in  aggregate  principal  amount  of  the  Notes  then
outstanding. Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Notes to, among other things,  cure any
ambiguity,  defect  or  inconsistency,  or make any other  change  that does not
adversely affect the rights of any Holder of a Note.

11       Conversion Rights.

         Subject to the provisions of the Indenture,  the Holders have the right
to convert the principal  amount of the Notes into fully paid and  nonassessable
shares of Common Stock of the Company at the initial  conversion price per share
of Common Stock of $44.50 (which reflects a conversion rate of 22.4719 shares of
Common  Stock per  $1,000 in  principal  amount of  Notes),  or at the  adjusted
conversion price then in effect,  if adjustment has been made as provided in the
Indenture,  upon  surrender  of the Note to the Company,  together  with a fully
executed  notice in  substantially  the form attached hereto and, if required by
the Indenture, an amount equal to accrued interest payable on such Note.

12       Ranking.

         Payment of  principal,  premium,  if any,  interest  on and  Liquidated
Damages  with  respect  to the Notes is  subordinated,  in the manner and to the
extent set forth in the  Indenture,  to the prior  payment in full of all Senior
Indebtedness.

13       Repurchase at Option of Holder Upon a Change of Control.

         If there is a Change of Control, the Company shall be required, subject
to the provisions of the Indenture,  to offer to purchase on the Repurchase Date
all outstanding  Notes at a purchase price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the
Repurchase  Date.  Holders of Notes  will  receive a  Repurchase  Offer from the
Company  prior to any related  Repurchase  Date and may elect to have such Notes
purchased by completing the form entitled  "Option of Holder to Elect  Purchase"
appearing below.

14       Successors.

         When a successor  assumes all the obligations of its predecessor  under
the Notes  and the  Indenture,  the  predecessor  will be  released  from  those
obligations.

15       Defaults and Remedies.

         If an Event of Default occurs and is continuing (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization),
then in every such case,  unless the  principal  of all of the Notes  shall have
already  become due and  payable,  either the  Trustee or the  Holders of 25% in
aggregate  principal  amount of Notes then outstanding may declare all the Notes
to be due and payable  immediately in the manner and with the effect provided in
the  Indenture.  Holders of Notes may not  enforce  the  Indenture  or the Notes
except  as  provided  in  the  Indenture.  The  Trustee  may  require  indemnity
satisfactory  to it before it enforces the  Indenture  or the Notes.  Subject to
certain limitations,  Holders of a majority in aggregate principal amount of the
Notes then  outstanding  may 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,  interest
or Liquidated  Damages),  if it determines that  withholding  notice is in their
interest.

16       Trustee Dealings with Company.

         The  Trustee  under  the  Indenture,  in its  individual  or any  other
capacity,  may make loans to, accept deposits from, and perform services for the
Company  or its  Affiliates,  and may  otherwise  deal with the  Company  or its
Affiliates as if it were not the Trustee.

17       No Recourse Against Others.

         No stockholder,  director,  officer or employee, as such, past, present
or future,  of the Company or any successor  corporation shall have any personal
liability in respect of the  obligations  of the Company  under the Notes or the
Indenture  by reason of his,  her or its status as such  stockholder,  director,
officer  or  employee.  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       Authentication.

         This Note shall not be valid until the Trustee or authenticating  agent
signs the certificate of authentication on this Note.

19       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).

20       CUSIP Numbers.

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

21       Additional Rights of Holders of Transfer Restricted Notes.

         In  addition  to the rights  provided  to  Holders  of Notes  under the
Indenture,  Holders  of  Notes  shall  have  all the  rights  set  forth  in the
Registration Rights Agreement.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Request
may be made to:

                  Fine Host Corporation
                  3 Greenwich Office Park
                  Greenwich, Connecticut 06831
                  Attention: Secretary


<PAGE>


                              [FORM OF ASSIGNMENT]


I or we assign this Note to
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

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

         Please insert Social Note or other identifying 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 Guaranty:___________________________

         Signatures  must be guarantied by an "eligible  guarantor  institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security  Transfer Agent Medallion  Program ("STAMP") or
such other "signature guaranty program" as may be determined by the Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.



<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you  want to  elect  to have  this  Note  purchased  by the  Company
pursuant to Article XI of the Indenture, check the box:

         If you want to elect to have only part of this  Note  purchased  by the
Company pursuant to Article XI of the Indenture, state the amount you want to be
purchased: $




Date:______________________    Signature:_______________________________________

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

                               Signature Guaranty:______________________________



Signatures must be guarantied by an "eligible guarantor institution" meeting the
requirements  of  the  Registrar,   which  requirements  include  membership  or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other  "signature  guaranty  program" as may be  determined  by the Registrar in
addition  to,  or in  substitution  for,  STAMP,  all  in  accordance  with  the
Securities Exchange Act of 1934, as amended.



<PAGE>


                   SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES3

         The  following  exchanges of a part of this Global Note for  Definitive
Notes have been made:




<PAGE>




         Amount of        Amount of        Principal Amount  Signature of
         decrease in      increase in      of this Global    authorized officer
         Principal Amount Principal Amount Note following    of Trustee or
Date of  of this Global   of this Global   such decrease (or Notes
Exchange Note             Note             increase)         Custodian
-------- ---------------- ---------------- ----------------- ------------------


<PAGE>



                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                      OR REGISTRATION OF TRANSFER OF NOTES


Re:      5% CONVERTIBLE SUBORDINATED NOTES DUE 2004 OF FINE HOST CORPORATION.

         This  Certificate  relates to  $____________  principal amount of Notes
held  in  *  ____________  book-entry  or  *  ____________  definitive  form  by
____________________________ (the "Transferor").

         1.       The Transferor:*

       (a) has requested the Trustee by written order to deliver in exchange for
its  beneficial  interest  in the Global Note held by the  Depositary  a Note or
Notes  in  definitive,  registered  form  of  authorized  denominations  and  an
aggregate  principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

       (b) has  requested  the Trustee by written  order to exchange or register
the transfer of a Note or Notes.

         2. In  connection  with any such  request  and in  respect of each such
Note,  the Transferor  does hereby certify that  Transferor is familiar with the
Indenture relating to the  above-captioned  Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act because:*

       (a) Such Note is being acquired for the Transferor's own account, without
transfer (in satisfaction of Section  2.6(a)(ii)(A)  or Section  2.6(d)(i)(A) of
the Indenture).

       (b)  Such  Note is  being  transferred  to a  person  who the  Transferor
reasonably  believes is a  "qualified  institutional  buyer" (as defined in Rule
144A under the Securities Act) purchasing for its own account or for the account
of a  qualified  institutional  buyer over which it  exercises  sole  investment
discretion  that is aware that the  transfer  is being made in  reliance on Rule
144A (in satisfaction of Section 2.6(a)(ii)(B),  Section 2.6(b)(i)(x) or Section
2.6(d)(i)(B) of the Indenture).

       (c) Such Note is being  transferred in accordance with Regulation S under
the  Securities  Act  (in   satisfaction  of  Section   2.6(a)(ii)(D),   Section
2.6(b)(i)(y) or Section  2.6(d)(i)(D) of the Indenture).  If requested by either
the  Company or the  Trustee,  an  Opinion  of  Counsel to the effect  that such
transfer does not require registration under the Securities Act accompanies this
Certificate (in satisfaction of Section 2.6(a)(ii)(D) or Section 2.6(d)(i)(D) of
the Indenture).

       (d) Such Note is being  transferred to an institutional  investor that is
an "accredited  investor"  within the meaning of Rule  501(a)(1),(2),(3)  or (7)
under the  Securities  Act which delivers a certificate in the form of Exhibit B
to the Indenture to the Trustee (in  satisfaction  of Section  2.6(a)(ii)(C)  or
Section  2.6(d)(i)(C)  of the  Indenture),  and an  opinion of  counsel,  if the
Company or the Trustee so requests.

       (e) Such Note is being  transferred in reliance on and in compliance with
another  exemption from the registration  requirements of the Securities Act. If
requested  by either the  Company or the  Trustee,  an Opinion of Counsel to the
effect that such transfer does not require registration under the Securities Act
accompanies  this  Certificate  (in  satisfaction  of Section  2.6(a)(ii)(E)  or
Section 2.6(d)(i)(E) of the Indenture).


                                              __________________________________
                                              [INSERT NAME OF TRANSFEROR]



                                              By:_______________________________



Date:_________________________



3.       Affiliation with the Company [check if applicable]

                  (a) The undersigned  represents and warrants that it is, or at
                  some time during  which it held this Note was, an Affiliate of
                  the Company.

         (b)      If 3(a) above is  checked  and if the  undersigned  was not an
                  Affiliate  of the  Company at all times  during  which it held
                  this Note,  indicate the periods during which the  undersigned
                  was an Affiliate of the Company:

                  ____________________________________.

         (c)      If 3(a) above is checked  and if the  Transferee  will not pay
                  the full  purchase  price for the  transfer of this Note on or
                  prior to the date of  transfer  indicate  when  such  purchase
                  price will be paid:
 
                  ____________________________________.
 


<PAGE>


TO BE COMPLETED BY TRANSFEREE IF 2(b) ABOVE IS CHECKED AND THE TRANSFEROR IS NOT
A QUALIFIED INSTITUTIONAL BUYER:

         The  undersigned  represents  and  warrants  that  it  is a  "qualified
institutional  buyer" as defined in Rule 144A under the  Securities Act of 1933,
as amended, 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.

Dated:________________________             _____________________________________
                                           NOTICE: To be executed by an officer.

TO BE COMPLETED BY TRANSFEREE IF 2(c) ABOVE IS CHECKED:

         The undersigned  represents and warrants that it is not a "U.S. Person"
(as defined in Regulation S under the Securities Act of 1933, as amended).

Dated:________________________             _____________________________________
                                           NOTICE: To be executed by an officer.

If none of the boxes under Section 2 of this certificate is checked or if any of
the above representations required to be made by the Transferee is not made, the
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof.

THE  UNDERSIGNED  HEREBY  AGREES  THAT,  UNLESS THE BOX ABOVE UNDER ITEM 3(a) IS
CHECKED,  THE UNDERSIGNED SHALL BE DEEMED TO HAVE REPRESENTED THAT IT IS NOT NOR
HAS IT BEEN AT ANY TIME  DURING  WHICH IT HELD THIS  SECURITY AN  AFFILIATE,  AS
DEFINED  IN RULE 144  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OF THE
COMPANY.

Dated:_______________________              _____________________________________
                                           NOTICE: The  signature  of the Holder
                                                   to   this   assignment   must
                                                   correspond  with  the name as
                                                   written upon the face of this
                                                   Note   particular,    without
                                                   alteration or  enlargement or
                                                   any change whatsoever.


<PAGE>


                                       B-2
                                                                       EXHIBIT B


                           Accredited Investor Letter

Fine Host Corporation
c/o the Trustee


Ladies and Gentlemen:

         This letter is  delivered by the  undersigned  to request a transfer of
$_____________  principal  amount of the 5% Convertible  Subordinated  Notes due
2004 (the  "Notes")  of Fine Host  Corporation  (the  "Company").  The Notes are
described in that certain Offering Memorandum (the "Offering  Memorandum") dated
October 21, 1997 relating to the offering of the Notes.  We acknowledge  receipt
of the  Offering  Memorandum  and  acknowledge  that we have  read the  Offering
Memorandum,  have had access to such  financial and other  information  and have
been afforded the  opportunity to ask such questions of  representatives  of the
Company and receive answers thereto, as we deem necessary in connection with our
decision to purchase the Notes.

         Upon  transfer  the  Notes  would  be  registered  in the  name  of the
undersigned:



         Name:________________________________________________

         Address:_____________________________________________

         Taxpayer ID Number:__________________________________

         The undersigned represents and warrants to you that:

         1. We are an  institutional  "accredited  investor" (as defined in Rule
501(a)(1),  (2), (3) or (7) under the  Securities  Act of 1933,  as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional  "accredited  investor,"  and  we  are  acquiring  the  Notes  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 and we have such
knowledge and  experience in financial and business  matters as to be capable of
evaluating  the merits and risk of our  investment in the Notes and invest in or
purchase  securities  similar to the Notes in the normal course of our business,
and we,  and any  account  for  which we are  acting,  are each able to bear the
economic risk of our or its investment.  We confirm that neither the Company nor
any person  acting on its  behalf has  offered to sell the Notes by, and that we
have not been made  aware of the  offering  of the Notes by, any form of general
solicitation  or  general  advertising,  including,  but  not  limited  to,  any
advertisement,   article,   notice  or  other  communication  published  in  any
newspaper, magazine or similar media or broadcast over television or radio.

         2. We  understand  that the Notes and the Common  Stock  issuable  upon
conversion  of the Notes  (the  Notes  and such  Common  Stock are  collectively
referred  to herein as the  "Restricted  Securities")  have not been  registered
under  the  Securities  Act,  or any  state  securities  laws,  and,  unless  so
registered,  may not be sold except as permitted in the following  sentence.  We
agree on our own behalf and on behalf of any  investor  account for which we are
purchasing  Notes that such Restricted  Securities are  "restricted  securities"
within the meaning of Rule 144 under the  Securities  Act and to offer,  sell or
otherwise  transfer such  Restricted  Securities  prior to the date which is two
years  after the date of original  issue (the  "Resale  Restriction  Termination
Date")  only (a) to the Company or any of its  subsidiaries,  (b) so long as the
Restricted  Securities  are eligible for resale  pursuant to Rule 144A under the
Securities Act, to a person we reasonably  believe is a qualified  institutional
buyer under Rule 144A under the  Securities Act (a "QIB") that purchases for its
own  account or for the  account  of a QIB and to whom  notice is given that the
transfer  is  being  made in  reliance  on Rule  144A,  (c) to an  institutional
"accredited  investor,"  within the meaning of Rule  501(a)(1),  (2), (3) or (7)
under the  Securities  Act,  that is  purchasing  for its own account or for the
account of an  institutional  "accredited  investor," (d) pursuant to offers and
sales that occur  outside the United  States  within the meaning of Regulation S
under the Securities Act, (e) in a transaction  meeting the requirements of Rule
144 under the Securities Act, (f) pursuant to any other available exemption from
the  registration  requirements  of the  Securities  Act,  or (g)  pursuant to a
registration  statement  that has been declared  effective  under the Securities
Act,  subject in each of the foregoing  cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all  times  within  our  or  their  control  and in  compliance  with  any
applicable state securities laws. The foregoing  restrictions on resale will not
apply subsequent to the Resale  Restriction  Termination  Date. If any resale or
other transfer of the  Restricted  Securities is proposed to be made pursuant to
clause  (c)  above  prior  to  the  Resale  Restriction  Termination  Date,  the
transferor shall deliver a letter from the transferee  substantially in the form
of this  letter  to the  Company  and the  trustee  (the  "Trustee")  under  the
indenture,  dated as of October  27,  1997  between  the Company and the Trustee
relating  to the Notes,  which  shall  provide,  among  other  things,  that the
transferee is an institutional  "accredited investor" within the meaning of Rule
501(a)(1),  (2),  (3) or (7) under the  Securities  Act and that it is acquiring
such Restricted  Securities for investment  purposes and not for distribution in
violation of the Securities  Act. Each purchaser  acknowledges  that the Company
and the Trustee  reserve the right prior to any offer,  sale or other  transfer,
prior to the Resale Restriction  Termination Date, of the Restricted  Securities
pursuant to clause (c),  (d) or (f) above to require the  delivery of an opinion
of counsel,  certifications and/or other information satisfactory to the Company
and the Trustee.

         3. We  understand  that the  Notes  will be in the  form of  definitive
physical  certificates bearing the legend set forth in clause (5) in the "Notice
to Investors" section of the Offering Memorandum.

         We  acknowledge  that you, the Initial  Purchasers and others will rely
upon our confirmations,  acknowledgments and agreements set forth herein, and we
agree to notify  you  promptly  in  writing  if any of our  representations  and
warranties herein ceases to be accurate and complete.

         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO  CONFLICTS  OF LAWS  PRINCIPLES
THEREOF.


                                                     ___________________________
                                                     By:________________________





<PAGE>



                                                                       EXHIBIT C

                            FORM OF CONVERSION NOTICE

                            TO: Fine Host Corporation

         The undersigned  owner of this Note hereby:  (i) irrevocably  exercises
the option to convert this Note,  or the portion  hereof below  designated,  for
shares of Common Stock of Fine Host  Corporation in accordance with the terms of
the  Indenture  referred  to in this Note and (ii)  directs  that such shares of
Common Stock deliverable upon the conversion, together with any check in payment
for fractional  shares and any Note(s)  representing  any unconverted  principal
amount hereof,  be issued and delivered to the registered holder hereof unless a
different  name  has  been  indicated  below.  If  shares  are  to be  delivered
registered in the name of a person other than the  undersigned,  the undersigned
will pay all transfer taxes payable with respect thereto. Any amount required to
be paid by the undersigned on account of interest accompanies this Note.

Dated:_________________________

                                    ____________________________________________
                                    Signature

         Fill in for registration of shares if to be delivered,  and of Notes if
to be issued, otherwise than to and in the name of the registered holder.

                                    ____________________________________________
                                    Social Security or other
                                    Taxpayer Identifying Number


_______________________________
(Name)


______________________________
(Street Address)

______________________________
City, State and Zip Code)
(Please print name and address)


 
                                    Principal amount to be converted
                                    (if less than all)


                                    $___________________________________________

<PAGE>