<PAGE>


                                                                     Exhibit 4.9


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

                              COINMACH CORPORATION,

                                   as Issuer,

                               U. S. BANK, N.A.,

                                 as Trustee, and

                     The Subsidiary Guarantors Named Herein,

                                  as Guarantors

                                    INDENTURE

                          Dated as of January 25, 2002

                            9% Senior Notes due 2010

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                         Indenture
Section                                                        Section
-------                                                        -------
<S>                                                           <C>
310(a)(1)...................................................    7.10
     (a)(2).................................................    7.10
     (a)(3).................................................    N.A.
     (a)(4).................................................    N.A.
     (a)(5).................................................    7.08; 7.10
     (b)....................................................    7.08; 7.10; 11.02
     (c)....................................................    N.A.
311(a)......................................................    7.11
     (b)....................................................    7.11
     (c)....................................................    N.A.
312(a)......................................................    2.05
     (b)....................................................    11.03
     (c)....................................................    11.03
313(a)......................................................    7.06
     (b)(1).................................................    N.A.
     (b)(2).................................................    7.06
     (c)....................................................    7.06; 11.02
     (d)....................................................    7.06
314(a)......................................................    4.07; 4.08; 11.02
     (b)....................................................    N.A.
     (c)(1).................................................    11.04
     (c)(2).................................................    11.04
     (c)(3).................................................    N.A.
     (d)....................................................    N.A.
     (e)....................................................    10.05
315(a)......................................................    7.01 (b)
     (b)....................................................    7.05; 11.02
     (c)....................................................    7.01 (a)
     (d)....................................................    7.01 (c)
     (e)....................................................    6.11
316(a)(last sentence).......................................    2.09
     (a)(1)(A)..............................................    6.05
     (a)(1)(B)..............................................    6.04
     (a)(2).................................................    N.A.
     (b)....................................................    6.07
     (c)....................................................    9.04
317(a)(1)...................................................    6.08
     (a)(2).................................................    6.09
     (b)....................................................    2.04
318(a)......................................................    11.01
     (c)....................................................    11.01
</TABLE>

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

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

<PAGE>

                               TABLE OF CONTENTS

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

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.    Definitions....................................................    1
SECTION 1.02.    Incorporation by Reference of TIA .............................   30
SECTION 1.03.    Rules of Construction .........................................   30

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.    Form and Dating................................................   31
SECTION 2.02.    Execution and Authentication; Aggregate Principal Amount.......   32
SECTION 2.03.    Registrar and Paying Agent.....................................   33
SECTION 2.04.    Paying Agent To Hold Assets in Trust...........................   34
SECTION 2.05.    Holder Lists...................................................   34
SECTION 2.06.    Transfer and Exchange..........................................   34
SECTION 2.07.    Replacement Notes..............................................   35
SECTION 2.08.    Outstanding Notes..............................................   36
SECTION 2.09.    Treasury Notes.................................................   36
SECTION 2.10.    Temporary Notes................................................   36
SECTION 2.11.    Cancellation...................................................   37
SECTION 2.12.    CUSIP Number...................................................   37
SECTION 2.13.    Deposit of Moneys..............................................   37
SECTION 2.14.    Book-Entry Provisions for Global Note..........................   38
SECTION 2.15.    Special Transfer Provisions....................................   39

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.    Notices to Trustee.............................................   41
SECTION 3.02.    Selection of Notes To Be Redeemed..............................   42
SECTION 3.03.    Notice of Redemption...........................................   42
SECTION 3.04.    Effect of Notice of Redemption.................................   43
SECTION 3.05.    Deposit of Redemption Price....................................   44
SECTION 3.06.    Notes Redeemed in Part.........................................   44
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                <C>
                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.    Payment of Notes...............................................   44
SECTION 4.02.    Maintenance of Office or Agency................................   45
SECTION 4.03.    Corporate Existence............................................   45
SECTION 4.04.    Payment of Taxes and Other Claims..............................   45
SECTION 4.05.    Maintenance of Properties and Insurance........................   46
SECTION 4.06.    Compliance Certificate; Notice of Default......................   46
SECTION 4.07.    Compliance with Laws...........................................   47
SECTION 4.08.    Reports to Holders.............................................   48
SECTION 4.09.    Waiver of Stay, Extension or Usury Laws........................   48
SECTION 4.10.    Limitation on Restricted Payments..............................   49
SECTION 4.11.    Limitation on Transactions with Affiliates.....................   52
SECTION 4.12.    Limitation on Incurrence of Additional Indebtedness............   53
SECTION 4.13.    Limitation on Dividend and Other Payment Restrictions
                     Affecting Restricted Subsidiaries..........................   53
SECTION 4.14.    Additional Subsidiary Guarantees...............................   54
SECTION 4.15.    Limitation on Change of Control................................   55
SECTION 4.16.    Limitation on Asset Sales......................................   57
SECTION 4.17.    Limitation on Preferred Stock of Non-Guarantor Subsidiaries....   61
SECTION 4.18.    Limitation on Liens............................................   61
SECTION 4.19.    Conduct of Business............................................   62

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.    Merger, Consolidation and Sale of Assets.......................   62
SECTION 5.02.    Successor Corporation Substituted..............................   63

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.    Events of Default..............................................   64
SECTION 6.02.    Acceleration...................................................   66
SECTION 6.03.    Other Remedies.................................................   67
SECTION 6.04.    Waiver of Past Defaults........................................   67
SECTION 6.05.    Control by Majority............................................   67
SECTION 6.06.    Limitation on Suits............................................   68
SECTION 6.07.    Rights of Holders To Receive Payment...........................   69
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                <C>
SECTION 6.08.    Collection Suit by Trustee.....................................   69
SECTION 6.09.    Trustee May File Proofs of Claim...............................   69
SECTION 6.10.    Priorities.....................................................   70
SECTION 6.11.    Undertaking for Costs..........................................   70

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.    Duties of Trustee..............................................   71
SECTION 7.02.    Rights of Trustee..............................................   72
SECTION 7.03.    Individual Rights of Trustee...................................   73
SECTION 7.04.    Trustee's Disclaimer...........................................   74
SECTION 7.05.    Notice of Default..............................................   74
SECTION 7.06.    Reports by Trustee to Holders..................................   74
SECTION 7.07.    Compensation and Indemnity.....................................   75
SECTION 7.08.    Replacement of Trustee.........................................   76
SECTION 7.09.    Successor Trustee by Merger, Etc...............................   77
SECTION 7.10.    Eligibility; Disqualification..................................   77
SECTION 7.11.    Preferential Collection of Claims Against Company..............   78

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01.    Legal Defeasance and Covenant Defeasance.......................   78
SECTION 8.02.    Satisfaction and Discharge.....................................   81
SECTION 8.03.    Survival of Certain Obligations................................   82
SECTION 8.04.    Acknowledgment of Discharge by Trustee.........................   82
SECTION 8.05.    Application of Trust Moneys....................................   83
SECTION 8.06.    Repayment to the Company; Unclaimed Money......................   83
SECTION 8.07.    Reinstatement..................................................   84

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.    Without Consent of Holders.....................................   84
SECTION 9.02.    With Consent of Holders........................................   85
SECTION 9.03.    Compliance with TIA............................................   87
SECTION 9.04.    Revocation and Effect of Consents..............................   87
SECTION 9.05.    Notation on or Exchange of Notes...............................   88
SECTION 9.06.    Trustee To Sign Amendments, Etc................................   88
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                <C>
                                   ARTICLE TEN

                                    GUARANTEE

SECTION 10.01.   Guarantee......................................................   88
SECTION 10.02.   Release of a Guarantor.........................................   90
SECTION 10.03.   Limitation of Guarantor's Liability............................   90
SECTION 10.04.   Guarantors May Consolidate, etc., on Certain Terms.............   90
SECTION 10.05.   Contribution...................................................   91
SECTION 10.06.   Waiver of Subrogation..........................................   91
SECTION 10.07.   Evidence of Guarantee..........................................   91
SECTION 10.08.   Waiver of Stay, Extension or Usury Laws........................   92

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01.   TIA Controls...................................................   92
SECTION 11.02.   Notices........................................................   93
SECTION 11.03.   Communications by Holders with Other Holders...................   94
SECTION 11.04.   Certificate and Opinion as to Conditions Precedent.............   94
SECTION 11.05.   Statements Required in Certificate or Opinion..................   94
SECTION 11.06.   Rules by Trustee, Paying Agent, Registrar......................   95
SECTION 11.07.   Legal Holidays.................................................   95
SECTION 11.08.   Governing Law..................................................   95
SECTION 11.09.   No Adverse Interpretation of Other Agreements..................   95
SECTION 11.10.   No Recourse Against Others.....................................   96
SECTION 11.11.   Successors.....................................................   96
SECTION 11.12.   Duplicate Originals............................................   96
SECTION 11.13.   Severability...................................................   96
SIGNATURES......................................................................   97

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

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

                                      -iv-

<PAGE>

      INDENTURE, dated as of January 25, 2002, between Coinmach Corporation, a
Delaware corporation (the "Company"), the Guarantors (as herein defined), and
U.S. Bank, N.A., as Trustee (the "Trustee").

      The Company and the Guarantors have duly authorized the creation of an
issue of 9% Senior Notes due 2010 (the "Initial Notes"), and Series B 9%
Exchange Notes due 2010 (the "Exchange Notes," and collectively with the Initial
Notes and any Additional Notes (as herein defined), the "Notes") and the
Guarantees (as herein defined) and, to provide therefor, the Company and the
Guarantors have duly authorized the execution and delivery of this Indenture.
All things necessary to make the Notes and Guarantees, when each are duly issued
and executed by the Company and the Guarantors, as applicable, and authenticated
and delivered hereunder, the valid obligations of each of the Company and the
Guarantors, respectively, and to make this Indenture a valid and binding
agreement of each of the Company and the Guarantors, have been done.

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

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.01. Definitions.

      "Acceleration Notice" has the meaning provided in Section 6.02(a).

      "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with or into the Company or
any of its Subsidiaries assumed in connection with the acquisition of assets
from such Person and in each case not incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary of the Company or such acquisition, and which Indebtedness is without
recourse to the Company or any of its Subsidiaries or to any of their respective
properties or assets other than the Person or the assets to which such
Indebtedness related prior to the time

<PAGE>
                                      -2-

such Person becomes a Restricted Subsidiary of the Company or the time of such
acquisition, merger or consolidation.

      "Additional Notes" has the meaning provided in Section 2.02 and means any
Notes that are not Exchange Notes issued after the Issue Date from time to time
in accordance with the terms of this Indenture including, without limitation,
the provisions of Sections 2.02 and 4.12.

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

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

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

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

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

      "Asset Acquisition" means (a) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (b) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted Subsidiary of the Company) which constitute all or substantially
all of the assets of such Person or comprises any division or line of business
of such Person or any other properties or assets of such Person other than in
the ordinary course of business.
<PAGE>
                                      -3-

      "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of (a) any Capital Stock of any Restricted Subsidiary of the Company; or
(b) any other property or assets of the Company or any Restricted Subsidiary of
the Company other than in the ordinary course of business; provided, however,
that asset sales or other dispositions shall not include (i) a transaction or
series of related transactions for which the Company or its Restricted
Subsidiaries receive aggregate consideration of less than $2,000,000; (ii) the
sale, lease, conveyance, disposition or other transfer of all or substantially
all of the assets of the Company as permitted under Section 5.01; (iii) any
Restricted Payment permitted under Section 4.10 or that constitutes a Permitted
Investment; (iv) the transaction giving rise to the release of the Guarantee of
the Notes by the Spinoff Guarantor in accordance with the Guarantor Release
Event; (v) sales of franchises in the ordinary course of business; and (vi)
sales or grants of licenses or similar rights in the ordinary course of business
in respect of the Company's or any Restricted Subsidiary's intellectual
property.

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

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

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

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

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

      "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, partici-

<PAGE>
                                      -4-

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

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

      "Cash Equivalents" means (i) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("Moody's"); (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any bank organized under the laws of
the United States of America or any state thereof or the District of Columbia or
any U.S. branch of a foreign bank having at the date of acquisition thereof
combined capital and surplus of not less than $250,000,000; (v) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (iv) above; and (vi) investments in money
market funds which invest substantially all their assets in securities of the
types described in clauses (i) through (v) above.

      "Change of Control" means the occurrence of one or more of the following
events: (i) any Person or "group" (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act), other than Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Ex-

<PAGE>
                                      -5-

change Act, except that a Person shall be deemed to have beneficial ownership of
all shares that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of a majority of the total outstanding Voting Stock of Parent or the
Company; provided that the Permitted Holders do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company; (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of Parent or the Company (together with any new directors
whose election to such Board of Directors, or whose nomination for election by
the stockholders of Parent or the Company, was approved by a vote of a majority
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of such Board of
Directors then in office; provided, however, there shall be no Change of Control
pursuant to this clause (ii) if during such two-year period the Permitted
Holders continue to own, directly or indirectly, a majority of the Voting Stock
of the Company; or (iii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of Parent or the Company to any Person or group, together with any
Affiliates thereof (whether or not otherwise in compliance with the provisions
of this Indenture) that are not controlled, directly or indirectly, by the
Permitted Holders.

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

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

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

      "Clearstream" means Clearstream Banking, societe anonyme.

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

<PAGE>
                                      -6-

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

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

      "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the "Four Quarter Period") ending on or prior to the date of
the transaction or event giving rise to the need to calculate the Consolidated
Fixed Charge Coverage Ratio for which financial statements are available (the
"Transaction Date") to Consolidated Fixed Charges of such Person for the Four
Quarter Period. In addition to and without limitation of the foregoing, for
purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed
Charges" shall be calculated after giving effect on a pro forma basis for the
period of such calculation to (i) the incurrence or repayment of any
Indebtedness of such Person or any of its Restricted Subsidiaries (and the
application of the proceeds thereof) giving rise to the need to make such
calculation and any incurrence or repayment of other Indebtedness (and the
application of the proceeds thereof), other than the incurrence or repayment of
Indebtedness in the ordinary course of business for working capital purposes
pursuant to working capital facilities, occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date, as if such incurrence or repayment, as the case
may be (and the application of the proceeds thereof), occurred on the first day
of the Four Quarter Period, and (ii) any asset sales or other dispositions or
Asset Acquisitions (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of such Person or one of
its Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of any such Asset Acquisition) incurring, assuming or

<PAGE>
                                      -7-

otherwise being liable for Acquired Indebtedness during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date), as if such asset sale or other disposition or
Asset Acquisition (including the incurrence, assumption or liability for any
such Indebtedness or Acquired Indebtedness and also including any Consolidated
EBITDA associated with such Asset Acquisition) occurred on the first day of the
Four Quarter Period, and including any pro forma expense and cost reductions
calculated on a basis consistent with Regulation S-X under the Exchange Act;
provided that the Consolidated EBITDA of any Person acquired shall be included
only to the extent includible pursuant to the definition of "Consolidated Net
Income." If such Person or any of its Restricted Subsidiaries directly or
indirectly guarantees Indebtedness of a third Person, the preceding sentence
shall give effect to the incurrence of such guaranteed Indebtedness as if such
Person or any Restricted Subsidiary of such Person had directly incurred or
otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating
"Consolidated Fixed Charges" for purposes of determining the denominator (but
not the numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1)
interest on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date (including Indebtedness actually incurred on the Transaction
Date) and which will continue to be so determined thereafter shall be deemed to
have accrued at a fixed rate per annum equal to the average rate of interest on
such Indebtedness during the Four Quarter Period ending on or prior to the
Transaction Date; and (2) notwithstanding clause (1) above, interest on
Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by agreements relating to Interest Swap Obligations, shall be deemed to
accrue at the rate per annum resulting after giving effect to the operation of
such agreements.

      "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of (i) Consolidated Interest Expense
(excluding amortization or write-off of deferred financing costs and debt
issuance costs of such Person and its consolidated Restricted Subsidiaries
during such period and any premium or penalty paid in connection with redeeming
or retiring Indebtedness of such Person and its consolidated Restricted
Subsidiaries prior to the stated maturity thereof pursuant to the agreements
governing such Indebtedness) plus (ii) the product of (x) the amount of all
dividend payments on any series of Preferred Stock of such Person (other than
dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid
or accrued during such

<PAGE>
                                      -8-

period times (y) a fraction, the numerator of which is one and the denominator
of which is one minus the then current effective consolidated federal, state and
local tax rate of such Person, expressed as a decimal.

      "Consolidated Interest Expense" means, with respect to any Person for any
period, the aggregate of the interest expense of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, as determined in
accordance with GAAP, and including, without duplication, (a) all amortization
of original issue discount; (b) the interest component of Capitalized Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period; (c) net cash costs under all
Interest Swap Obligations (including amortization of fees), other than any cash
costs paid to unwind Interest Rate Obligations existing on and prior to the
Issue Date; (d) all capitalized interest; and (e) the interest portion of any
deferred payment obligations for such period. "Consolidated Net Income" means,
with respect to any Person, for any period, the aggregate net income (or loss)
of such Person and its Restricted Subsidiaries for such period on a consolidated
basis, determined in accordance with GAAP (which shall include the amounts of
Permitted Tax Distributions during such periond); provided that there shall be
excluded therefrom (a) after-tax gains and losses from Asset Sales or
abandonments or reserves relating thereto, (b) after-tax items classified as
extraordinary or nonrecurring gains, (c) the net income of any Person acquired
in a "pooling of interests" transaction accrued prior to the date it becomes a
Restricted Subsidiary of the referent Person or is merged or consolidated with
the referent Person or any Restricted Subsidiary of the referent Person, (d) the
net income (but not loss) of any Restricted Subsidiary of the referent Person to
the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is restricted by a contract, operation of
law or otherwise, (e) the net income of any Person, other than a Restricted
Subsidiary of the referent Person, except to the extent of cash dividends or
distributions paid to the referent Person or to a Wholly Owned Restricted
Subsidiary of the referent Person by such Person, (f) any restoration to income
of any material contingency reserve, except to the extent that provision for
such reserve was made out of Consolidated Net Income accrued at any time
following the Issue Date, (g) income or loss attributable to discontinued
operations (including, without limitation, operations disposed of during such
period whether or not such operations were classified as discontin-

<PAGE>
                                      -9-

ued), (h) all gains and losses realized on or because of the purchase or other
acquisition by such Person or any of its Restricted Subsidiaries of any
securities of such Person or any of its Restricted Subsidiaries, (i)
amoritization charges resulting from purchase accounting adjustments with
respect to transactions prior to the Issue Date, (j) in the case of a successor
to the referent Person by consolidation or merger or as a transferee of the
referent Person's assets, any earnings of the successor corporation prior to
such consolidation, merger or transfer of assets, (k) write downs resulting from
the impairment of intangible assets, (l) the amount of amortization or write-off
of deferred financing costs and debt issuance costs of such Person and its
consolidated Restricted Subsidiaries during such period and any premium or
penalty paid in connection with redeeming or retiring indebtedness of such
Person and its consolidated Restricted Subsidiaries prior to the stated maturity
thereof pursuant to the agreements governing such Indebtedness, and (m) costs
paid to unwind Interest Rate Obligations existing on and prior to the Issue
Date.

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

      "Credit Agreement" means the Credit Agreement dated as of the Issue Date,
between the Company, the lenders party thereto in their capacities as lenders
thereunder and Bankers Trust Company, as administrative agent, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, or refunded, refinanced, restructured,
replaced, renewed, repaid or extended from time to time (whether in whole or in
part and whether with the original agents and lenders or other agents and
lenders or otherwise including, without limitation, under any high yield
financing) including, without limitation, to increase the amount of available
borrowings thereunder (provided that any Indebtedness incurred pursuant to such
increase is permitted under Section 4.12) or to add Restricted Subsidiaries of
the Company as additional borrowers or

<PAGE>
                                      -10-

Restricted Subsidiaries of the Company or other Persons as additional guarantors
thereunder.

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

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

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

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

      "Disqualified Capital Stock" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control) on or prior to the final maturity date of the Notes for cash.

      "Domestic Restricted Subsidiary" means a Restricted Subsidiary
incorporated or otherwise organized or existing under the laws of the United
States, any state thereof or any territory or possession of the United States.

      "Equity Offering" means a public or private offering of Qualified Capital
Stock of the Company or an equity contribution from a holder of Qualified
Capital Stock of the Company.

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

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

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

<PAGE>
                                      -11-

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

      "Exchange Offer" means the registration by the Company under the
Securities Act pursuant to a registration statement of the offer by the Company
to each Holder of the Initial Notes to exchange all the Initial Notes held by
such Holder for the Exchange Notes in an aggregate principal amount equal to the
aggregate principal amount of the Initial Notes held by such Holder, all in
accordance with the terms and conditions of the Registration Rights Agreement
among the Company, the Guarantors and the Initial Purchasers, dated as of
January 25, 2002.

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

      "GAAP" means accounting principles generally accepted in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Issue Date; provided, however that Financial Accounting Standards No. 141 and
No. 142 shall be deemed to be in effect as of the Issue Date; provided, further
that so long as the Spinoff Guarantor shall be deemed to be a Subsidiary, all
covenants shall be calculated as if the Spinoff Guarantor is a Subsidiary that
should be consolidated with the Company.

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

      "Guarantee" means a guarantee of the Notes by a Guarantor.

<PAGE>
                                      -12-

      "Guarantor" means: (1) each of Super Laundry Equipment Corp., Grand Wash &
Dry Launderette, Inc., and the Spinoff Guarantor; and (2) each of the Company's
Restricted Subsidiaries that in the future executes a supplemental indenture in
which such Restricted Subsidiary agrees to be bound by the terms of this
Indenture as a Guarantor; provided that any Person constituting a Guarantor as
described above shall cease to constitute a Guarantor when its respective
Guarantee is released in accordance with the terms of this Indenture.

      "Guarantor Release Event" means with respect to the Spinoff Guarantor,
receipt by the Company of an amount in cash or Cash Equivalents equal to not
less than 3.0x the Consolidated EBITDA of the Spinoff Guarantor during the Four
Quarter Period ending on or prior to the date of receipt by the Company of such
funds, for which financial statements are available, in the form of (i) a
repayment of Investments, (ii) an equity contribution or (iii) a combination of
amounts permitted by clauses (i) and (ii) above, and the concurrent release of
the Spinoff Guarantor's Guarantee of the Notes; provided, that the Spinoff
Guarantor's Guarantee of the Notes shall not be released unless and until the
Company and its Restricted Subsidiaries shall have been released from any
guarantees of Indebtedness of the Spinoff Guarantor; provided further, that to
the extent the Company receives any such cash or Cash Equivalents as described
above, the Company shall apply such cash or Cash Equivalents to (i) repay
Indebtedness under the Credit Agreement (including a permanent reduction in the
committed amounts therefor in the case of any revolving credit facility so
repaid) or (ii) repurchase, redeem or otherwise retire Notes.

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

      "incur" has the meaning provided in Section 4.12.

      "Indebtedness" means with respect to any Person, without duplication, (i)
all Obligations of such Person for borrowed money, (ii) all Obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all Capitalized Lease Obligations of such Person, (iv) all Obligations of such
Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 90 days or
more or are being contested in good faith by appropriate proceedings promptly
instituted and dili-

<PAGE>
                                      -13-

gently conducted and any deferred purchase price represented by earn outs
consistent with the Company's past practice), (v) all Obligations for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction, (vi) guarantees and other contingent obligations in
respect of Indebtedness referred to in clauses (i) through (v) above and clause
(viii) below, (vii) all Obligations of any other Person of the type referred to
in clauses (i) through (vi) which are secured by any lien on any property or
asset of such Person, the amount of such Obligation being deemed to be the
lesser of the fair market value of such property or asset or the amount of the
Obligation so secured, (viii) all Obligations under currency agreements and
interest swap agreements of such Person and (ix) all Disqualified Capital Stock
issued by such Person with the amount of Indebtedness represented by such
Disqualified Capital Stock being equal to the greater of its voluntary or
involuntary liquidation preference and its maximum fixed repurchase price, but
excluding accrued dividends, if any. For purposes hereof, the "maximum fixed
repurchase price" of any Disqualified Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.

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

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

      "Initial Appliance Warehouse Investment" means the contribution or other
transfer of the assets comprising the Appliance Warehouse division of the
Company into a Wholly Owned Restricted Subsidiary of the Company which shall be
a Guarantor of the Notes; provided that at the time of such contribution or
other transfer (i) such assets shall not have a book value greater than
$45,000,000, of which the amount of cash and Cash

<PAGE>
                                      -14-

Equivalents shall not exceed $2,000,000 and (ii) the Company shall have received
an unsubordinated, intercompany note (except such note may be subordinated to
Obligations under the Credit Agreement) of the Spinoff Guarantor payable in an
amount not less than $15,000,000 in return for such contribution or other
transfer.

      "Initial Notes" has the meaning provided in the preamble to this
Indenture.

      "Initial Purchasers" means Deutsche Banc Alex. Brown Inc., Jefferies &
Company, Inc., J.P. Morgan Securities Inc., First Union Securities, Inc and
Credit Lyonnais Securities (USA) Inc.

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

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

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

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter.

      "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" shall exclude extensions of trade credit by the
Company and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company

<PAGE>
                                      -15-

or such Restricted Subsidiaries, as the case may be. For the purposes of Section
4.10, (i) "Investment" shall include and be valued at the fair market value of
the net assets of any Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary and shall exclude the fair
market value of the net assets of any Unrestricted Subsidiary at the time that
such Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced by
the payment of dividends or distributions in connection with such Investment or
any other amounts received in respect of such Investment; provided that no such
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in Consolidated
Net Income. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Common Stock of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, the Company no longer owns, directly or indirectly, 100% of the
outstanding Common Stock of such Restricted Subsidiary, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Common Stock of such Restricted Subsidiary
not sold or disposed of.

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

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

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

      "Maturity Date" means February 1, 2010.

      "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in
the form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents (other

<PAGE>
                                      -16-

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

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

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

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

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

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

      "Notes" has the meaning provided in the preamble to this Indenture and
means the Initial Notes, the Additional Notes, if any, and the Exchange Notes
treated as a single class of securities, as amended or supplemented from time to
time in accordance with the terms hereof, that are issued pursuant to this
Indenture.

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

<PAGE>
                                      -17-

      "Offering Memorandum" means the Offering Memorandum dated January 17, 2002
pursuant to which the Initial Notes were offered, and any amendment or
supplement thereto.

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

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

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

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

      "Parent" means Coinmach Laundry Corporation.

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

      "Permitted Distribution" means (i) if the Initial Appliance Warehouse
Investment has occurred, the sale, issuance, conveyance, transfer, contribution
or other disposition of the Spinoff Guarantor in any transaction in which the
Spinoff Guarantor is no longer a Wholly Owned Restricted Subsidiary of the
Company or (ii) if no Appliance Warehouse Investment has occurred, the dividend
or other disposition of assets comprising the Appliance Warehouse division of
the Company to the holders of the Company's Capital Stock and the contribution
or other disposition of such assets into a Person that shall become a Guarantor
of the Notes; provided that at the time of such dividend or other disposition
(i) such assets shall not have a book value greater than $45,000,000, of which
the amount of cash and Cash Equivalents shall not exceed $2,000,000 and (ii) the
Company shall have received an unsubordinated, intercompany note (except such
note may be subordinated to the Obligations under

<PAGE>
                                      -18-

the Credit Agreement) of the Spinoff Guarantor payable in an amount not less
than $15,000,000 in return for such dividend or other disposition; provided,
further, that the Spinoff Guarantor shall remain a Guarantor until the
occurrence of a Guarantor Release Event.

      "Permitted Holders" means GTCR-CLC, LLC or any Affiliate thereof.

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

            (i) Indebtedness under the Notes issued on the Issue Date in an
      aggregate principal amount not to exceed $450,000,000 and the related
      Guarantees;

            (ii) Indebtedness incurred pursuant to the Credit Agreement in an
      aggregate principal amount at any time outstanding not to exceed
      $380,000,000, less the amount of mandatory repayments actually made by the
      Company or any Restricted Subsidiary since the Issue Date with Net Cash
      Proceeds of an Asset Sale in respect of Indebtedness under the Credit
      Agreement;

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

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

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

<PAGE>
                                      -19-

            (vi) Indebtedness of a Wholly Owned Restricted Subsidiary of the
      Company or the Spinoff Guarantor to the Company or to a Wholly Owned
      Restricted Subsidiary of the Company for so long as such Indebtedness is
      held by the Company or the Spinoff Guarantor or a Wholly Owned Restricted
      Subsidiary of the Company, in each case subject to no Lien held by a
      Person other than the Company or a Wholly Owned Restricted Subsidiary of
      the Company; provided that if as of any date any Person other than the
      Company or the Spinoff Guarantor or a Wholly Owned Restricted Subsidiary
      of the Company owns or holds any such Indebtedness or holds a Lien in
      respect of such Indebtedness, such date shall be deemed the incurrence of
      Indebtedness not constituting Permitted Indebtedness by the issuer of such
      Indebtedness;

            (vii) Indebtedness of the Company to a Wholly Owned Restricted
      Subsidiary of the Company or the Spinoff Guarantor for so long as such
      Indebtedness is held by a Wholly Owned Restricted Subsidiary of the
      Company or the Spinoff Guarantor, in each case subject to no Lien;
      provided that (a) any such Indebtedness is unsecured and subordinated,
      pursuant to a written agreement, to the Company's obligations under this
      Indenture and the Notes and (b) if as of any date any Person other than a
      Wholly Owned Restricted Subsidiary of the Company or the Spinoff Guarantor
      owns or holds any such Indebtedness or any Person holds a Lien in respect
      of such Indebtedness, such date shall be deemed the incurrence of
      Indebtedness not constituting Permitted Indebtedness by the Company;

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

            (ix) Indebtedness of the Company or any of its Restricted
      Subsidiaries represented by letters of credit for the account of the
      Company or such Restricted Subsidiary, as the case may be, in order to
      provide security for workers' compensation claims, payment obligations in
      connection with self-insurance or similar requirements in the ordinary
      course of business;

<PAGE>
                                      -20-

            (x) Indebtedness represented by Capitalized Lease Obligations and
      Purchase Money Indebtedness of the Company and its Restricted Subsidiaries
      incurred in the ordinary course of business (including Refinancings
      thereof that do not result in an increase in the aggregate principal
      amount of Indebtedness of such Person as of the date of such proposed
      Refinancing (plus the amount of any premium required to be paid under the
      terms of the instrument governing such Indebtedness and plus the amount of
      reasonable expenses incurred by the Company in connection with such
      Refinancing)) not to exceed $25,000,000 at any one time outstanding;

            (xi) Refinancing Indebtedness;

            (xii) Guarantees by the Company or a Restricted Subsidiary of
      Indebtedness incurred by the Company or a Restricted Subsidiary so long as
      the incurrence of such Indebtedness by the Company or any such Restricted
      Subsidiary is otherwise permitted by the terms of this Indenture;

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

            (xiv) additional Indebtedness of the Company and its Restricted
      Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at
      any one time outstanding (which amount may, but need not, be incurred in
      whole or in part under the Credit Agreement).

For purposes of determining compliance under Section 4.12, in the event that an
item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (i) through (xiv) above or is
entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio
provisions of such Section, the Company shall, in its sole discretion, classify
(or later reclassify) such item of Indebt-

<PAGE>
                                      -21-

edness in any manner that complies with such Section. Accrual of interest,
accretion or amortization of original issue discount, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of Section 4.12.

      "Permitted Investments" means (i) Investments by the Company or any
Restricted Subsidiary of the Company in any Person that is or will become
immediately after such Investment a Wholly Owned Restricted Subsidiary of the
Company or that will merge or consolidate into the Company or a Wholly Owned
Restricted Subsidiary of the Company (in each case, other than the Spinoff
Guarantor); (ii) Investments in the Company by any Restricted Subsidiary of the
Company; provided that any Indebtedness evidencing such Investment is unsecured
and subordinated, pursuant to a written agreement, to the Company's obligations
under the Notes and this Indenture; (iii) Investments in cash and Cash
Equivalents; (iv) loans and advances to employees and officers of the Company
and its Restricted Subsidiaries in the ordinary course of business for bona fide
business purposes not in excess of the amount outstanding on the Issue Date plus
$500,000 at any one time outstanding; (v) Currency Agreements and Interest Swap
Obligations entered into in the ordinary course of the Company's or its
Restricted Subsidiaries' businesses and otherwise in compliance with this
Indenture; (vi) additional Investments not to exceed $20,000,000 at any one time
outstanding; (vii) Investments in the Notes; (viii) Investments in the Spinoff
Guarantor not to exceed $5,000,000 per fiscal year of the Company plus an amount
equal to the payments received by the Company of dividends or distributions in
connection with such Investments or any other amounts received in respect of
such Investment (in each case to the extent such payments or other amounts are
not included in Consolidated Net Income); provided that all such Investments
made pursuant to this clause (viii) shall be in the form of unsubordinated
Indebtedness; (ix) Investments in securities of trade creditors or customers
received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers; (x) Investments
made by the Company or its Restricted Subsidiaries as a result of an Asset Sale
made in compliance with Section 4.16; (xi) the Initial Appliance Warehouse
Investment; and (xii) Investments in securities received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or

<PAGE>
                                      -22-

insolvency of any debtors of the Company or its Restricted Subsidiaries.

      "Permitted Liens" means the following types of Liens:

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

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

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

            (iv) judgment Liens not giving rise to an Event of Default so long
      as such Lien is adequately bonded and any appropriate legal proceedings
      which may have been duly initiated for the review of such judgment shall
      not have been finally terminated or the period within which such
      proceedings may be initiated shall not have expired;

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

            (vi) any interest or title of a lessor under any Capitalized Lease
      Obligation; provided that such Liens do

<PAGE>
                                      -23-

      not extend to any property or asset which is not leased property subject
      to such Capitalized Lease Obligation;

            (vii) Liens securing Capitalized Lease Obligations and Purchase
      Money Indebtedness permitted pursuant to clause (x) of the definition of
      "Permitted Indebtedness"; provided, however, that in the case of Purchase
      Money Indebtedness (A) the Indebtedness shall not exceed the cost of such
      property or assets and shall not be secured by any property or assets of
      the Company or any Restricted Subsidiary of the Company other than the
      property and assets so acquired or constructed and (B) the Lien securing
      such Indebtedness shall be created within 180 days of such acquisition or
      construction or, in the case of a refinancing of any Purchase Money
      Indebtedness, within 180 days of such refinancing;

            (viii) Liens upon specific items of inventory or other goods and
      proceeds of any Person securing such Person's obligations in respect of
      bankers' acceptances issued or created for the account of such Person to
      facilitate the purchase, shipment or storage of such inventory or other
      goods; (ix) Liens securing reimbursement obligations with respect to
      commercial letters of credit which encumber documents and other property
      relating to such letters of credit and products and proceeds thereof;

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

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

            (xii) Liens securing Indebtedness under Currency Agreements;

            (xiii) Liens securing Acquired Indebtedness incurred in accordance
      with Section 4.12; provided that (A) such Liens secured such Acquired
      Indebtedness at the time of and prior to the incurrence of such Acquired
      Indebtedness by the Company or a Restricted Subsidiary of the Company and
      were not granted in connection with, or in anticipation

<PAGE>
                                      -24-

      of, the incurrence of such Acquired Indebtedness by the Company or a
      Restricted Subsidiary of the Company and (B) such Liens do not extend to
      or cover any property or assets of the Company or of any of its Restricted
      Subsidiaries other than the property or assets that secured the Acquired
      Indebtedness prior to the time such Indebtedness became Acquired
      Indebtedness of the Company or a Restricted Subsidiary of the Company and
      are no more favorable to the lienholders than those securing the Acquired
      Indebtedness prior to the incurrence of such Acquired Indebtedness by the
      Company or a Restricted Subsidiary of the Company; and

            (xiv) Liens securing assets of the Company in addition to that
      described in clauses (i) through (xiii) above, so long as the aggregate
      principal amount of Indebtedness secured by Liens incurred pursuant to
      this clause (xiv) would not exceed $25,000,000 at any one time
      outstanding.

      "Permitted Tax Distributions" means the payment of any dividends or
distributions on Capital Stock of the Spinoff Guarantor to the extent necessary
to permit direct or indirect owners of such Capital Stock to receive tax
distributions in an aggregate amount with respect to each taxable year of the
Spinoff Guarantor (whether or not such dividends or distributions are made
during such taxable year) equal to the taxable income of the Spinoff Guarantor
allocated to a partner or member, as the case may be, multiplied by the highest
combined federal, state and local income tax rate (including, to the extent
applicable, alternative minimum tax) solely as a result of the Spinoff Guarantor
(and any intermediate entity through which such holder owns such Capital Stock)
being a partnership, limited liability company, S corporation, trust or similar
pass-through entity for federal income tax purposes; provided that such payments
shall be made by the Company no earlier than five days prior to the date on
which any such owner of such Capital Stock is required to make its payments to
the Internal Revenue Service or the applicable state taxing authority, as the
case may be.

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

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

<PAGE>
                                      -25-

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                      -26-

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

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

      "Registrar" has the meaning provided in Section 2.03.

      "Registration Rights Agreement" means the Registration Rights Agreement
dated as of January 25, 2002 among the Company, the Guarantors and the Initial
Purchasers for the benefit of themselves and the Holders, as the same may be
amended or modified from time to time in accordance with the terms thereof.

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

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

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

<PAGE>
                                      -27-

that the Trustee shall be entitled to request and conclusively rely on an
Opinion of Counsel with respect to whether any Note constitutes a Restricted
Security.

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

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

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

      "SEC" means the Securities and Exchange Commission.

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

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

      "Spinoff Guarantor" means the Person into which the assets comprising the
Appliance Warehouse division of the Company are contributed, transferred or
otherwise conveyed, if and only if such Person becomes a Guarantor of the Notes;
provided that the Spinoff Guarantor shall cease to be a Spinoff Guarantor at the
time its Guarantee of the Notes is released in accordance with a Guarantor
Release Event.

      "Subsidiary," with respect to any Person, means (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person or (ii) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person. For
the purposes of this definition, the Spinoff Guarantor shall be deemed a Sub-

<PAGE>
                                      -28-

sidiary; provided that the Spinoff Guarantor shall cease to be a Subsidiary at
the time its Guarantee of the Notes is released in accordance with a Guarantor
Release Event.

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

      "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.03.

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

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

      "Unrestricted Subsidiary" of any Person means (i) any Subsidiary of such
Person that at the time of determination shall be or continue to be designated
an Unrestricted Subsidiary by the Board of Directors of such Person in the
manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The
Board of Directors may designate any Subsidiary (including any newly acquired or
newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary
owns any Capital Stock of, or owns or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided that (x) the Company certifies to the
Trustee that such designation complies with Section 4.10 and (y) each Subsidiary
to be so designated and each of its Subsidiaries has not at the time of
designation, and does not thereafter, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable with respect to any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Company or
any of its Restricted Subsidiaries. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately
after giving effect to such designation, the Company is able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.12 and (y) immediately before and immediately after
giving effect to such designation, no Default

<PAGE>
                                      -29-

or Event of Default shall have occurred and be continuing. Any such designation
by the Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

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

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

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

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

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

      "Wholly Owned Restricted Subsidiary" of any Person means any Wholly Owned
Restricted Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

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

<PAGE>
                                      -30-

law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

      SECTION 1.02. 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:

      "indenture securities" means the Notes.

      "indenture security holder" means a Holder.

      "indenture to be qualified" means this Indenture.

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

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

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

      SECTION 1.03. Rules of Construction.

      Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

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

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

<PAGE>
                                      -31-

                                   ARTICLE TWO

                                    THE NOTES

      SECTION 2.01. Form and Dating.

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

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

      Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent Global Notes in registered form,
substantially in the form set forth in Exhibit A ("Global Notes"), deposited
with the Trustee, as custodian for the Depository, duly executed by the Company
and authenticated by the Trustee as hereinafter provided and shall bear the
legend set forth on Exhibit C. The aggregate principal amount of any Global Note
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depository, as hereinafter
provided.

      Notes offered and sold in offshore transactions in reliance on Regulation
S shall be issued initially in the form of one or more Global Notes deposited
with the Trustee, as custodian for the Depository, duly executed by the Company
and authenticated by the Trustee as hereinafter provided and shall bear the
legend set forth on Exhibit C or shall be issued in the form of certificated
Notes in registered form set forth in Exhibit A (the "Offshore Physical Notes").
Notes offered and sold in reliance on any other exemption from registration
under the Securities Act other than as described in the preceding paragraph
shall be issued, and Notes offered and sold in reli-

<PAGE>
                                      -32-

ance on Rule 144A may be issued, in the form of certificated Notes in registered
form in substantially the form set forth in Exhibit A (the "U.S. Physical
Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes."

      SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

      Two Officers, or an Officer and an Assistant Secretary, shall sign, or one
Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Notes for the Company by manual or facsimile
signature.

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

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

      The Trustee shall authenticate (i) Initial Notes for original issue in the
aggregate principal amount not to exceed $450,000,000, (ii) Exchange Notes from
time to time for issue only in exchange for a like principal amount of Initial
Notes, and (iii) subject to compliance with Section 4.12, one or more series of
Notes for original issue after the Issue Date (such Notes to be substantially in
the form of Exhibit A) in an unlimited amount ("Additional Notes") in each case
upon written orders of the Company in the form of an Officers' Certificate,
which Officers' Certificate shall, in the case of any issuance of Additional
Notes, certify that such issuance is in compliance with Section 4.12. In
addition, each Officers' Certificate shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, whether
the Notes are to be Initial Notes, Exchange Notes or Additional Notes, and shall
further specify the amount of such Notes to be issued as the Global Notes,
Offshore Physical Notes or U.S. Physical Notes. All Notes issued under this
Indenture shall vote and consent together on all matters as one class and no
series of Notes will have the right to vote or consent as a separate class on
any matter.

<PAGE>
                                      -33-

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

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

      SECTION 2.03. Registrar and Paying Agent.

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

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

      The Company initially appoints the Trustee as Registrar, Paying Agent and
agent for service of demands and notices in connection with the Notes, until
such time as the Trustee has resigned or a successor has been appointed. The
Paying Agent or Registrar may resign upon 30 days' notice to the Company.

<PAGE>
                                      -34-

      SECTION 2.04. Paying Agent To Hold Assets in Trust.

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

      SECTION 2.05. Holder Lists.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish or cause the Registrar to
furnish to the Trustee before each Record Date and at such other times as the
Trustee may request in writing a list as of such date and in such form as the
Trustee may reasonably require of the names and addresses of the Holders, which
list may be conclusively relied upon by the Trustee.

      SECTION 2.06. Transfer and Exchange.

      Subject to the provisions of Sections 2.15 and 2.16, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transaction are met, including an Opinion of Counsel with respect to
whether (i) any Note constitutes a Restricted Security and (ii) the requirements
for transfer of any Note have been satisfied, including the requirements
provided for in Section 2.16; provided, however,

<PAGE>
                                      -35-

that the Notes presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar or co-Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing. To
permit registrations of transfer and exchanges, the Company shall execute and
the Trustee shall authenticate Notes at the Registrar's or co-Registrar's
request. No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchanges or transfers pursuant to Section 2.10, 3.06, 4.15, 4.16 or 9.05, in
which event the Company shall be responsible for the payment of such taxes).

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

      Any Holder of the Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Note may be effected
only through the Depository, in accordance with this Indenture and the
Applicable Procedures.

      SECTION 2.07. Replacement Notes.

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

<PAGE>
                                      -36-

      SECTION 2.08. Outstanding Notes.

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

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

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

      SECTION 2.09. Treasury Notes.

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

      SECTION 2.10. Temporary Notes.

      Until definitive Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Notes upon receipt of a written order
of the Company in the form of an Officers' Certifi-

<PAGE>
                                      -37-

cate. The Officers' Certificate shall specify the amount of temporary Notes to
be authenticated and the date on which the temporary Notes are to be
authenticated. Temporary Notes shall be substantially in the form of definitive
Notes but may have variations that the Company considers appropriate for
temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate upon receipt of a written order of the Company
pursuant to Section 2.02 definitive Notes in exchange for temporary Notes.

      SECTION 2.11. Cancellation.

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

      SECTION 2.12. CUSIP Number.

      A "CUSIP" number will be printed on the Notes, and the Trustee shall use
the CUSIP number in notices of redemption, purchase or exchange as a convenience
to Holders; provided that any such notice may state that no representation is
made as to the correctness or accuracy of the CUSIP number printed in the notice
or on the Notes and that reliance may be placed only on the other identification
numbers printed on the Notes. The Company will promptly notify the Trustee of
any change in the CUSIP number.

      SECTION 2.13. Deposit of Moneys.

      Prior to 11:00 a.m. New York City time on each Interest Payment Date and
the Maturity Date, the Company shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments, if any, due
on such Interest Payment Date or the Maturity Date, as the case may be, in a
timely manner which permits the Paying Agent to remit pay-

<PAGE>
                                      -38-

ment to the Holders on such Interest Payment Date or Maturity Date, as the case
may be.

      SECTION 2.14. Book-Entry Provisions for Global Note.

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

      Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Note, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.

      (b) Transfers of the Global Notes shall be limited to transfers in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged in accordance with the Applicable Procedures of the Depository and the
provisions of Section 2.15. In addition, Physical Notes shall be transferred to
all beneficial owners in exchange for their beneficial interests in the Global
Notes if (i) the Depository notifies the Company that it is unwilling or unable
to continue as Depository for the Global Notes and a successor Depository is not
appointed by the Company within 90 days of such notice or (ii) an Event of
Default has occurred and is continuing and the Registrar has received a request
from the Depository to issue Physical Notes.

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

<PAGE>
                                      -39-

amount of the beneficial interest in the Global Note to be transferred, and the
Company shall execute, and the Trustee shall authenticate and deliver, one or
more Physical Notes of like tenor and amount.

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

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

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

      SECTION 2.15. Special Transfer Provisions.

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

            (i) the Registrar shall register the transfer of any Note
      constituting a Restricted Security, whether or not such Note bears the
      Private Placement Legend, if (x) the requested transfer is after January
      25, 2004 or (y) (1) in the case of a transfer to an Institutional
      Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the
      proposed transferee has delivered to the Registrar a certificate
      substantially in the form of Exhibit D hereto or (2) in the case of a
      transfer to a Non-U.S. Person, the proposed transferor has delivered to
      the Registrar a certificate substantially in the form of Exhibit E hereto;
      and

<PAGE>
                                      -40-

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

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of the Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note to be
transferred, and (b) the Company shall execute and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and amount.

      (b) Transfers to QIBs. The following provisions shall apply with respect
to the registration of any proposed transfer of a Note constituting a Restricted
Security to a QIB (excluding transfers to Non-U.S. Persons):

            (i) the Registrar shall register the transfer if such transfer is
      being made by a proposed transferor who has checked the box provided for
      on the form of Note stating, or has otherwise advised the Company and the
      Registrar in writing, that the sale has been made in compliance with the
      provisions of Rule 144A to a transferee who has signed the certification
      provided for on the form of Note stating, or has otherwise advised the
      Company and the Registrar in writing, that it is purchasing the Note for
      its own account or an account with respect to which it exercises sole
      investment discretion and that it and any such account is a QIB within the
      meaning of Rule 144A, and is aware that the sale to it is being made in
      reliance on Rule 144A and acknowledges that it has received such
      information regarding the Company as it has requested pursuant to Rule
      144A or has determined not to request such information and that it is
      aware that the transferor is relying upon its foregoing representations in
      order to claim the exemption from registration provided by Rule 144A; and

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

<PAGE>
                                      -41-

      the principal amount of the Global Note in an amount equal to the
      principal amount of the Physical Notes to be transferred, and the Trustee
      shall cancel the Physical Notes so transferred.

      (c) Private Placement Legend. Upon the transfer, exchange or replacement
of Notes not bearing the Private Placement Legend, the Registrar shall deliver
Notes that do not bear the Private Placement Legend. Upon the transfer, exchange
or replacement of Notes bearing the Private Placement Legend, the Registrar
shall deliver only Notes that bear the Private Placement Legend unless (i) the
circumstance contemplated by paragraph (a)(i)(x) of this Section 2.15 exist or
(ii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

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

      The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.14 or this Section 2.15.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

                                  ARTICLE THREE

                                   REDEMPTION

      SECTION 3.01. Notices to Trustee.

      If the Company elects to redeem Notes pursuant to Paragraph 5 of the
Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the principal amount of the Notes to be redeemed.

      The Company shall give each notice provided for in this Section 3.01 at
least 60 days before the Redemption Date

<PAGE>
                                      -42-

(unless a shorter notice period shall be satisfactory to the Trustee, as
evidenced in a writing signed on behalf of the Trustee), together with an
Officers' Certificate and Opinion of Counsel stating that such redemption shall
comply with the conditions contained herein and in the Notes.

      SECTION 3.02. Selection of Notes To Be Redeemed.

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

      SECTION 3.03. Notice of Redemption.

      At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption by first class
mail, postage prepaid, to each Holder whose Notes are to be redeemed at its
registered address, with a copy to the Trustee and any Paying Agent. At the
Company's written request, the Trustee shall give the notice of redemption in
the Company's name and at the Company's expense.

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

<PAGE>
                                      -43-

            (1) the Redemption Date;

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

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

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

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

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

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

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

      SECTION 3.04. Effect of Notice of Redemption.

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

<PAGE>
                                      -44-

shall be payable to Holders of record at the close of business on the relevant
record dates referred to in the Notes.

      SECTION 3.05. Deposit of Redemption Price.

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

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

      SECTION 3.06. Notes Redeemed in Part.

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

                                  ARTICLE FOUR

                                    COVENANTS

      SECTION 4.01. Payment of Notes.

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

      Notwithstanding anything to the contrary contained in this Indenture, the
Company may, to the extent it is required
<PAGE>

                                      -45-

to do so by law, deduct or withhold income or other similar taxes imposed by the
United States of America from principal or interest payments hereunder.

      SECTION 4.02. Maintenance of Office or Agency.

      The Company shall maintain the office or agency required under Section
2.03. The Company shall give prior written notice to the Trustee 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 11.02.

      SECTION 4.03. Corporate Existence.

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

      SECTION 4.04. Payment of Taxes and Other Claims.

      The Company shall pay or discharge or cause to be paid or discharged,
before the same shall be come delinquent, (i) all material taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon it or any of its
Subsidiaries or its properties or any of its Subsidiaries' properties and (ii)
all material lawful claims for labor, materials and supplies that, if unpaid,
might by law become a Lien upon its properties or any of its Subsidiaries'
properties; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such

<PAGE>

                                      -46-

tax, assessment, charge or claim whose amount, applicability or validity is
being or shall be contested in good faith by appropriate proceedings properly
instituted and diligently conducted for which adequate reserves, to the extent
required under GAAP, have been taken.

      SECTION 4.05. Maintenance of Properties and Insurance.

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

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

      SECTION 4.06. Compliance Certificate; Notice of Default.

      (a) The Company shall deliver to the Trustee, within 90 days after the end
of the Company's fiscal year, an Officers' Certificate stating that a review of
its activities during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether it has
kept, observed, performed and fulfilled its obligations under this Indenture and
further stating, as to each such Officer signing such certificate, that to the
best of such Officer's actual knowledge the Company during such preceding fiscal
year has kept, observed, performed and fulfilled each and every such covenant
and no Default or Event of Default occurred dur-

<PAGE>

                                      -47-

ing such year and at the date of such certificate there is no Default or Event
of Default that has occurred and is continuing or, if such signers do know of
such Default or Event of Default, the certificate shall describe the Default or
Event of Default and its status with particularity. The Officers' Certificate
shall also notify the Trustee should the Company elect to change the manner in
which it fixes its fiscal year end.

      (b) The annual financial statements delivered pursuant to Section 4.08
shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit of such financial statements nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Sections 4.01, 4.04, 4.10, 4.11, 4.12 or Article Five insofar as
they relate to accounting matters or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

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

      SECTION 4.07. Compliance with Laws.

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

<PAGE>

                                      -48-

      SECTION 4.08. Reports to Holders.

      Whether or not required by the rules and regulations of the SEC, so long
as any Notes are outstanding, the Company shall furnish the Holders of Notes:

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

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

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

      SECTION 4.09. 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

<PAGE>

                                      -49-

law that would prohibit or forgive the Company from paying all or any portion of
the principal of or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company 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. Limitation on Restricted Payments.

      The Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make
any distribution (other than dividends or distributions payable in Qualified
Capital Stock of the Company) on or in respect of shares of Capital Stock of the
Company or the Spinoff Guarantor that is not a Wholly Owned Restricted
Subsidiary to holders of such Capital Stock, (b) purchase, redeem or otherwise
acquire or retire for value any Capital Stock of the Company or the Spinoff
Guarantor that is not a Wholly Owned Restricted Subsidiary or any warrants,
rights or options to purchase or acquire shares of any class of such Capital
Stock, (c) make any principal payment on, purchase, defease, redeem, prepay,
decrease or otherwise acquire or retire for value, prior to any scheduled final
maturity, scheduled repayment or scheduled sinking fund payment, any
Indebtedness of the Company or any Guarantor that is subordinate or junior in
right of payment to the Notes or a Guarantee or (d) make any Investment (other
than Permitted Investments) (each of the foregoing actions set forth in clauses
(a), (b), (c) and (d) being referred to as a "Restricted Payment"), if at the
time of such Restricted Payment or immediately after giving effect thereto (with
the value of any such Restricted Payment, if other than cash, to be determined
by the Board of Directors of the Company, whose determination shall be
conclusive and evidenced by a board resolution), (i) a Default or an Event of
Default shall have occurred and be continuing or (ii) the Company is not able to
incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.12 or (iii) the aggregate amount of
Restricted Payments (including such proposed Restricted Payment) made subsequent
to the Issue Date (the amount expended for such purposes, if other than in cash,
being the fair market value of such property as determined in good faith by the
Board of Directors of the Company) shall exceed the sum of: (w) 50% of the cumu-

<PAGE>

                                      -50-

lative Consolidated Net Income (or if cumulative Consolidated Net Income shall
be a loss, minus 100% of such loss) of the Company earned subsequent to December
31, 2001 and ending on the last day of the Company's last fiscal quarter ending
prior to the date the Restricted Payment occurs for which financial statements
are available (the "Reference Date") (treating such period as a single
accounting period); plus (x) 100% of the aggregate net cash proceeds received by
the Company from any Person (other than a Subsidiary of the Company) from the
issuance and sale subsequent to December 31, 2001 and on or prior to the
Reference Date of Qualified Capital Stock of the Company; or warrants, options
or other rights to acquire Qualified Capital Stock of the Company or from the
issuance of debt securities of the Company that have been converted into or
exchanged for Qualified Capital Stock subsequent to the Issue Date and on or
prior to the Reference Date; plus (y) without duplication of any amounts
included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of
any equity contribution received by the Company from a holder of the Company's
Capital Stock subsequent to December 31, 2001 and on or prior to the Reference
Date (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds
from (A) issuances and sales of Qualified Capital Stock of the Company financed
directly or indirectly using funds borrowed from the Company or any Subsidiary
of the Company, until and to the extent such borrowing is repaid and (B) any
amounts received in respect of a Guarantor Release Event).

      Notwithstanding the foregoing, the provisions set forth in the immediately
preceding paragraph do not prohibit: (1) the payment of any dividend within 60
days after the date of declaration of such dividend if the dividend would have
been permitted on the date of declaration; (2) if no Default or Event of Default
shall have occurred and be continuing, the acquisition of any shares of Capital
Stock of the Company, either (i) solely in exchange for shares of Qualified
Capital Stock of the Company or (ii) through the application of net proceeds of
a substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of shares of Qualified Capital Stock of the Company; (3) if no Default
or Event of Default shall have occurred and be continuing, the acquisition of
any Indebtedness of the Company or the Guarantors that is subordinate or junior
in right of payment to the Notes and Guarantees either (i) solely in exchange
for shares of Qualified Capital Stock of the Company, or (ii) through the
application of net proceeds of a substantially concurrent sale for cash (other
than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock of
the Company or (B) Refinancing Indebtedness; (4) if no

<PAGE>

                                      -51-

Default or Event of Default shall have occurred and be continuing, an Investment
through the application of the net proceeds of a substantially concurrent sale
for cash (other than to a Subsidiary of the Company) of shares of Qualified
Capital Stock of the Company; (5) if no Default or Event of Default shall have
occurred and be continuing, Restricted Payments in an aggregate amount not to
exceed $15,000,000; (6) the making of payments by the Company to Parent in an
amount not in excess of the federal and state (in such states that permit
consolidated or combined tax returns) income tax liability that the Company and
its Restricted Subsidiaries would have been liable for if the Company and its
Restricted Subsidiaries had filed their tax returns on a stand-alone basis;
provided that such payments shall be made by the Company no earlier than five
days prior to the date on which Parent is required to make its payments to the
Internal Revenue Service or the applicable state taxing authority, as the case
may be; (7) Permitted Tax Distributions; (8) if no Default or Event of Default
shall have occurred and be continuing, a distribution to Parent solely to enable
Parent to repurchase Parent's Capital Stock from members of Parent's management
in connection with certain executive employment agreements in effect on the
Issue Date not to exceed $1,000,000 in any fiscal year; provided that any
amounts not used in such fiscal year may be carried forward one year (but not
beyond one year); (9) if no Default or Event of Default shall have occurred and
be continuing, the Permitted Distribution; (10) if no Default or Event of
Default shall have occurred and be continuing, the payment to Parent (i) for
reasonable accounting, tax, legal, administrative and other support services
provided for the benefit of the Company or (ii) to pay a management fee to
Parent or any Affiliate of Parent, not to exceed $1,000,000 in any fiscal year;
and (11) the transaction giving rise to the release of the Guarantee of the
Notes by the Spinoff Guarantor in accordance with the Guarantor Release Event.
In determining the aggregate amount of Restricted Payments made subsequent to
the Issue Date in accordance with clause (iii) of the immediately preceding
paragraph, amounts expended pursuant to clauses (1), (2)(ii),(3)(ii)(a), (4),
(5) and (8) shall be included in such calculation.

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

<PAGE>

                                      -52-

      SECTION 4.11. Limitation on Transactions with Affiliates.

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

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

      (c) The restrictions set forth in paragraph (a) shall not apply to, (i)
reasonable fees and compensation paid to and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any Restricted
Subsidiary of the Company as determined in good faith by the Company's Board of
Directors or senior management; (ii) transactions exclusively between or among
the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively
between or among such Wholly Owned Restricted Subsidiaries, provided such
transactions are not otherwise prohibited by this Indenture; (iii) any agreement
as in effect as of the Issue

<PAGE>

                                      -53-

Date or any amendment thereto or any transaction contemplated thereby (including
pursuant to any amendment thereto) in any replacement agreement thereto so long
as any such amendment or replacement agreement is not more disadvantageous to
the Holders in any material respect than the original agreement as in effect on
the Issue Date; and (iv) Restricted Payments permitted by Section 4.10.

      SECTION 4.12. Limitation on Incurrence of Additional Indebtedness.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); provided, however, that if no Default or
Event of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company or any of
its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) and any Restricted Subsidiary of the Company that is not or will
not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness,
in each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company is greater than 2.00 to 1.00 if such Indebtedness is incurred on
or prior to March 31, 2005 or 2.25 to 1.0 if such Indebtedness is incurred
thereafter.

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

      The Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to (a) pay dividends or make any other
distributions on or in respect of its Capital Stock; (b) make loans or advances
or pay any Indebtedness or other obligation owed to the Company or any other
Restricted Subsidiary of the Company; or (c) transfer any of its property or
assets to the Company or any other Restricted Subsidiary of the Company, except
for such encumbrances or restrictions existing under or by reason of: (1)
applicable law; (2) this Indenture; (3) customary non-assignment provisions of
any contract or any

<PAGE>

                                      -54-

lease governing a leasehold interest of any Restricted Subsidiary of the
Company; (4) any instrument governing Acquired Indebtedness, which encumbrance
or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person or the properties or assets of the Person so
acquired; (5) agreements existing on the Issue Date to the extent and in the
manner such agreements are in effect on the Issue Date, including the Credit
Agreement; (6) an agreement governing Indebtedness incurred to Refinance the
Indebtedness issued, assumed or incurred pursuant to an agreement referred to in
clause (2), (4) or (5) above; provided, however, that the provisions relating to
such encumbrance or restriction contained in any such Indebtedness are no less
favorable to the Company in any material respect as determined by the Board of
Directors of the Company in their reasonable and good faith judgment than the
provisions relating to such encumbrance or restriction contained in agreements
referred to in such clause (2), (4) or (5); or (7) customary restrictions on the
transfer of assets subject to a Permitted Lien imposed by the holder of such
Liens.

      SECTION 4.14. Additional Subsidiary Guarantees.

      If the Company or any of its Restricted Subsidiaries transfers or causes
to be transferred, in one transaction or a series of related transactions, any
property to any Domestic Restricted Subsidiary that is not a Guarantor, or if
the Company or any of its Restricted Subsidiaries shall organize, acquire or
otherwise invest in another Domestic Restricted Subsidiary having total assets
with a book value in excess of $500,000, then such transferee or acquired or
other Restricted Subsidiary shall:

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

            (2) deliver to the Trustee an opinion of counsel that such
      supplemental indenture has been duly authorized, executed and delivered by
      such Restricted Subsidiary and constitutes a legal, valid, binding and
      enforceable obligation of such Restricted Subsidiary. Thereafter, such
      Restricted Subsidiary shall be a Guarantor for all purposes of this
      Indenture.

<PAGE>

                                      -55-

      SECTION 4.15. Limitation on Change of Control.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer to purchase all outstanding Notes pursuant to the offer described in
paragraph (b) below (the "Change of Control Offer") at a purchase price equal to
101% of the principal amount thereof plus accrued interest, if any, to the date
of purchase.

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

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered and not withdrawn will be
      accepted for payment;

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

            (3) that any Note not tendered will continue to accrue interest;

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

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

            (6) that Holders will be entitled to withdraw their election if the
      Paying Agent receives, not later than five Business Days prior to the
      Change of Control Payment Date, a telegram, telex, facsimile transmission
      or letter set-

<PAGE>

                                      -56-

      ting forth the name of the Holder, the principal amount of the Notes the
      Holder delivered for purchase and a statement that such Holder is
      withdrawing its election to have such Notes purchased;

            (7) that Holders whose Notes are purchased only in part will be
      issued new Notes in a principal amount equal to the unpurchased portion of
      the Notes surrendered; provided that each Note purchased and each new Note
      issued shall be in an original principal amount of $1,000 or integral
      multiples thereof; and

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

      On or before the Change of Control Payment Date, the Company shall (i)
accept for payment Notes or portions thereof tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the purchase price plus accrued interest, if any, of all Notes so
tendered and (iii) deliver to the Trustee Notes so accepted together with an
Officers' Certificate stating the Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price plus accrued interest,
if any, and the Trustee shall promptly authenticate and mail to such Holders new
Notes equal in principal amount to any unpurchased portion of the Notes
surrendered. Any Notes not so accepted shall be promptly mailed by the Company
to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act
as the Paying Agent.

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

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

<PAGE>

                                      -57-

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

      SECTION 4.16. Limitation on Asset Sales.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company or the
applicable Restricted Subsidiary, as the case may be, receives consideration at
the time of such Asset Sale at least equal to the fair market value of the
assets sold or otherwise disposed of (as determined in good faith by the
Company's Board of Directors); (ii) at least 75% of the consideration received
by the Company or the Restricted Subsidiary, as the case may be, from such Asset
Sale shall be in the form of cash or Cash Equivalents and is received at the
time of such disposition; and (iii) upon the consummation of an Asset Sale, the
Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
Proceeds relating to such Asset Sale within 360 days of receipt thereof either
(A) to permanently reduce Indebtedness under the Credit Agreement, (B) to make
an investment in properties and assets that replace the properties and assets
that were the subject of such Asset Sale or in properties and assets that will
be used in the business of the Company and its Restricted Subsidiaries as
existing on the Issue Date or in businesses reasonably related thereto
("Replacement Assets"), and/or (C) a combination of prepayment and investment
permitted by the foregoing clauses (iii)(A) and (iii)(B); provided, however,
that the 75% limitation set forth in clause (ii) of this paragraph shall not
apply to any proposed Asset Sale for which an independent certified accounting
firm shall certify to the Board of Directors of the Company and the Trustee that
the after-tax cash portion of the consideration to be received by the company or
such Restricted Subsidiary in such proposed Asset Sale is equal to or greater
than what the net after-tax cash proceeds would have been had such proposed
Asset Sale Complied with the 75% limitation set forth in clause (ii) of this
paragraph; and provided, further, that for purposes of this Section 4.16, Cash
Equivalents shall include (except with respect to any Asset Sales involving the
Spinoff Guarantor) any Indebtedness under the Credit Agreement of the Company or
any Restricted Subsidiary (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet or in the notes thereto) that is assumed
by the transferee and for which the Company or such Restricted Subsidiary

<PAGE>

                                      -58-

is reasonably indemnified in connection with the relevant Asset Sale. On the
361st day after the Asset Sale or such earlier date, if any, as the Board of
Directors of the Company or of such Restricted Subsidiary determines not to
apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses
(iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a "Net
Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding
sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or
such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds
Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor
more than 60 days following the applicable Net Proceeds Offer Trigger Date, from
all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds
Offer Amount at a price equal to 100% of the principal amount of the Notes to be
purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase; provided, however, that if at any time any non-cash consideration
received by the Company or any Restricted Subsidiary of the Company, as the case
may be, in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this Section. The Company may defer the Net Proceeds
Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to
or in excess of $5,000,000 resulting from one or more Asset Sales (at which
time, the entire unutilized Net Proceeds Offer Amount, and not just the amount
in excess of $5,000,000, shall be applied as required pursuant to this
paragraph).

      In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section, and
shall comply with the provisions of this Section with respect to such deemed
sale as if it were an Asset Sale. In addition, the fair market value of such
properties and assets of the Company or its Restricted Subsidiaries deemed to be
sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.16.

<PAGE>

                                      -59-

      Notwithstanding the two immediately preceding paragraphs, the Company and
its Restricted Subsidiaries will be permitted to consummate an Asset Sale
without complying with such paragraphs to the extent that (i) at least 75% of
the consideration for such Asset Sale constitutes Replacement Assets and (ii)
such Asset Sale is for fair market value; provided that any cash or Cash
Equivalents received by the Company or any of its Restricted Subsidiaries in
connection with any Asset Sale permitted to be consummated under this paragraph
shall constitute Net Cash Proceeds subject to the provisions of the two
immediately preceding paragraphs.

      (b) Subject to the deferral of the Net Proceeds Offer Trigger Date
contained in subsection (a) above, each notice of a Net Proceeds Offer pursuant
to this Section 4.16 shall be mailed, by first class mail, by the Company not
more than 25 days after the Net Proceeds Offer Trigger Date to all Holders at
their last registered addresses as of a date within 15 days of the mailing of
such notice, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Net Proceeds Offer and shall state the following terms:

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

            (2) the purchase price (including the amount of accrued interest)
      and the purchase date (which shall be 20 Business Days from the date of
      mailing of notice of such Net Proceeds Offer, or such longer period as
      required by law) (the "Proceeds Purchase Date");

            (3) that any Note not tendered will continue to accrue interest;

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

<PAGE>

                                      -60-

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

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

            (7) that Holders whose Notes are purchased only in part will be
      issued new Notes in a principal amount equal to the unpurchased portion of
      the Notes surrendered; provided that each Note purchased and each new Note
      issued shall be in an original principal amount of $1,000 or integral
      multiples thereof.

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

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

      The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with

<PAGE>

                                      -61-

this Section 4.16, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
Section 4.16 by virtue thereof.

      SECTION 4.17. Limitation on Preferred Stock of Non-Guarantor Subsidiaries.

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

      SECTION 4.18. Limitation on Liens.

      The Company shall not, and shall not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or permit or
suffer to exist any Liens of any kind against or upon any property or assets of
the Company or any of its Restricted Subsidiaries whether owned on the Issue
Date or acquired after the Issue Date, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom unless: (i) in
the case of Liens securing Indebtedness that is expressly subordinate or junior
in right of payment to the Notes, the Notes are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens and (ii)
in all other cases, the Notes are equally and ratably secured, except for (A)
Liens existing as of the Issue Date to the extent and in the manner such Liens
are in effect on the Issue Date; (B) Liens securing the Notes and the
Guarantees; (C) Liens securing borrowings under the Credit Agreement, (whether
incurred pursuant to clause (ii) of the definition of "Permitted Indebtedness"
or any other clause thereof or pursuant to the provisions of Section 4.12)
including any additional Obligations thereunder (which Liens may extend to all
property now owned or hereafter acquired by the Company or any of its
Subsidiaries); (D) Liens of the Company or a Wholly Owned Restricted Subsidiary
of the Company on assets of any Restricted Subsidiary of the Company; (E) Liens
securing Refinancing Indebtedness which is incurred to Refinance any
Indebtedness which has been secured by a Lien permitted under this Section 4.18
and which Indebtedness has been incurred in accordance with the provisions of
Section 4.12; provided, however, that such Liens (x) are no less favorable to
the Holders and are not more favorable to the lienholders with respect to such
Liens than the Liens in respect of the Indebtedness be-

<PAGE>

                                      -62-

ing Refinanced and (y) do not extend to or cover any property or assets of the
Company or any of its Restricted Subsidiaries not securing the Indebtedness so
Refinanced; and (F) Permitted Liens.

      SECTION 4.19. Conduct of Business.

      The Company and its Restricted Subsidiaries will not engage in any
businesses which are not the same, similar or reasonably related to the
businesses (including, without limitation, route businesses) in which the
Company and its Restricted Subsidiaries are engaged on the Issue Date.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

      SECTION 5.01. Merger, Consolidation and Sale of Assets.

      (a) The Company shall not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:

            (i) either (1) the Company shall be the surviving or continuing
      corporation or (2) the Person (if other than the Company) formed by such
      consolidation or into which the Company is merged or the Person which
      acquires by sale, assignment, transfer, lease, conveyance or other
      disposition the properties and assets of the Company and of the Company's
      Restricted Subsidiaries substantially as an entirety (the "Surviving
      Entity"): (x) shall be a corporation organized and validly existing under
      the laws of the United States or any State thereof or the District of
      Columbia and (y) shall expressly assume, by supplemental indenture (in
      form and substance satisfactory to the Trustee), executed and delivered to
      the Trustee, the due and punctual payment of the principal of and premium,
      if any, and interest on all of the Notes and the performance of every
      covenant of the Notes, this Indenture and the Regis-

<PAGE>

                                      -63-

      tration Rights Agreement on the part of the Company to be performed or
      observed;

            (ii) immediately after giving effect to such transaction and the
      assumption contemplated by clause (i)(2)(y) of this Section 5.01
      (including giving effect to any Indebtedness and Acquired Indebtedness
      incurred or anticipated to be incurred in connection with or in respect of
      such transaction), the Company or such Surviving Entity, as the case may
      be, shall be able to incur at least $1.00 of additional Indebtedness
      (other than Permitted Indebtedness) in compliance with Section 4.12;

            (iii) immediately before and immediately after giving effect to such
      transaction and the assumption contemplated by clause (i)(2)(y) of this
      Section 5.01 (including, without limitation, giving effect to any
      Indebtedness and Acquired Indebtedness incurred or anticipated to be
      incurred and any Lien granted in connection with or in respect of the
      transaction), no Default or Event of Default shall have occurred or be
      continuing; and

            (iv) the Company or the Surviving Entity shall have delivered to the
      Trustee an Officers' Certificate and an Opinion of Counsel, each stating
      that such consolidation, merger, sale, assignment, transfer, lease,
      conveyance or other disposition and, if a supplemental indenture is
      required in connection with such transaction, such supplemental indenture
      comply with the applicable provisions of this Indenture and that all
      conditions precedent in this Indenture relating to such transaction have
      been satisfied.

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

      Notwithstanding anything in this Section 5.01 to the contrary, the Company
may merge with an Affiliate that has no material assets or liabilities and that
is incorporated or organized solely for the purpose of reincorporating or
reorganizing the Company in another state of the United States or the

<PAGE>


                                      -64-

District of Columbia without complying with clause (a)(ii) of this Section 5.01.

      SECTION 5.02. Successor Corporation Substituted.

      Upon any consolidation, combination or merger or any transfer of all or
substantially all of the assets of the Company in accordance with the foregoing
in which the Company is not the continuing corporation, the successor Person
formed by such consolidation or into which the Company is merged or to which
such conveyance, lease or transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and the Notes with the same effect as if such surviving entity had been named as
such, and the Company shall be released from the obligations under the Notes and
this Indenture except in the case of a lease of the Company's assets and except
with respect to any obligations under the Notes and this Indenture that arise
from, or related to, such transaction.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

      SECTION 6.01. Events of Default.

      An "Event of Default" occurs if:

            (1) the Company fails to pay interest on any Notes when the same
      becomes due and payable and the Default continues for a period of 30 days;

            (2) the Company fails to pay the principal on any Notes, when such
      principal becomes due and payable, at maturity, upon redemption or
      otherwise (including the failure to make a payment to purchase Notes
      tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

            (3) the Company defaults in the observance or performance of any of
      the covenants described in Sections 4.08, 4.16 and 4.19 which default
      continues for a period of 60 days after the Company receives written
      notice specifying the default (and demanding that such default be
      remedied) from the Trustee or the Holders of at least 25% of the
      outstanding principal amount of the Notes;

<PAGE>

                                      -65-

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

            (5) the failure to pay at final maturity (giving effect to any
      applicable grace periods and any extensions thereof) the principal amount
      of any Indebtedness of the Company or any Restricted Subsidiary of the
      Company, or the acceleration of the final stated maturity of any such
      Indebtedness (which acceleration is not rescinded, annulled or otherwise
      cured within 20 days of receipt by the Company or such Restricted
      Subsidiary of notice of any such acceleration) if the aggregate principal
      amount of such Indebtedness, together with the principal amount of any
      other such Indebtedness in default for failure to pay principal at final
      maturity or which has been accelerated (in each case with respect to which
      the 20-day period described above has elapsed), aggregates $10,000,000 or
      more at any time;

            (6) one or more judgments in an aggregate amount in excess of
      $10,000,000 shall have been rendered against the Company or any of its
      Restricted Subsidiaries and such judgments remain undischarged, unpaid or
      unstayed for a period of 60 days after such judgment or judgments become
      final and non-appealable;

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

<PAGE>

                                      -66-

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

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

      SECTION 6.02. Acceleration.

      (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(7) or (8) with respect to the Company or any of its Significant
Subsidiaries) occurs and is continuing and has not been waived pursuant to
Section 6.04, then the Trustee or the Holders of at least 25% in principal
amount of outstanding Notes may declare the principal of and accrued interest on
all the Notes to be due and payable by notice in writing to the Company and the
Trustee specifying the respective Event of Default and that it is a "notice of
acceleration" (the "Acceleration Notice"), and the same shall become immediately
due and payable.

      (b) If an Event of Default specified in Section 6.01(7) or (8) with
respect to the Company or any of its Significant Subsidiaries occurs and is
continuing, then all unpaid principal of, and premium, if any, and accrued and
unpaid interest on all of the outstanding Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

      (c) At any time after a declaration of acceleration with respect to the
Notes in accordance with this Section 6.02, the Holders of a majority in
principal amount of the Notes may rescind and cancel such declaration and its
consequences (i) if

<PAGE>

                                      -67-

the rescission would not conflict with any judgment or decree; (ii) if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration;
(iii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid; (iv) if the Company has
paid the Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances; and (v) in the event of the cure or waiver
of an Event of Default of the type described in Section 6.01(7) and (8) of the
description above of Events of Default, the Trustee shall have received an
Officers' Certificate and an Opinion of Counsel that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

      SECTION 6.03. Other Remedies.

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

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.

      SECTION 6.04. Waiver of Past Defaults.

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

      SECTION 6.05. Control by Majority.

      Subject to Section 2.09, the Holders of a majority in aggregate principal
amount of the outstanding Notes may direct

<PAGE>

                                      -68-

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

      SECTION 6.06. Limitation on Suits.

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

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

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

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

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

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

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

<PAGE>

                                      -69-

edy, such Holders provide the Trustee with prompt notice thereof.

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

      SECTION 6.07. Rights of Holders To Receive Payment.

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

      SECTION 6.08. Collection Suit by Trustee.

      If an Event of Default in payment of principal or interest specified in
clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount of principal and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest at the rate set forth in Section 4.01 and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

      SECTION 6.09. Trustee May File Proofs of Claim.

      The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relating to the Company or any other
obligor upon the Notes, any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall

<PAGE>

                                      -70-

consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. The Company's payment obligations
under this Section 6.09 shall be secured in accordance with the provisions of
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

      SECTION 6.10. Priorities.

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

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

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

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

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

            The Trustee, upon prior notice to the Company, may fix a record date
      and payment date for any payment to Holders pursuant to this Section 6.10.

      SECTION 6.11. Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the

<PAGE>

                                      -71-

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

                                  ARTICLE SEVEN

                                     TRUSTEE

      SECTION 7.01. 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 its exercise thereof as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

      (b) Except during the continuance of 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 covenants or obligations shall be
      implied in this Indenture against the Trustee.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

            (c) Notwithstanding anything to the contrary herein contained, the
      Trustee may not be relieved from liability for its own negligent action,
      its own negligent failure to act, or its own willful misconduct, except
      that:

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

<PAGE>

                                      -72-

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

                  (3) The Trustee shall not be liable with respect to any action
            it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Section 6.02, 6.04 or 6.05.

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

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

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

      SECTION 7.02. Rights of Trustee.

      Subject to Section 7.01:

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

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

<PAGE>

                                      -73-

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

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

            (e) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, notice, request, direction, consent, order, bond,
      debenture, or other paper or document, but the Trustee, in its discretion,
      may make such further inquiry or investigation into such facts or matters
      as it may see fit and, if the Trustee shall determine to make such further
      inquiry or investigation, it shall be entitled, upon reasonable notice to
      the Company, to examine the books, records and premises of the Company,
      personally or by agent or attorney and to consult with the officers and
      representatives of the Company, including the Company's accountants and
      attorneys.

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

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

      SECTION 7.03. Individual Rights of Trustee.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company, any Subsidiary of
the Company or their respective Affiliates with the same rights it would have if
it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.
<PAGE>

                                      -74-

      SECTION 7.04. Trustee's Disclaimer.

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

      SECTION 7.05. Notice of Default.

      If a Default or an Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Holder notice of the
uncured Default or Event of Default within 90 days after such Default or Event
of Default becomes known to the Trustee. Except in the case of a Default or an
Event of Default in payment of principal of, or interest on, any Note, including
an accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or on the Net Proceeds Offer
Payment Date pursuant to a Net Proceeds Offer and, except in the case of a
failure to comply with Article Five, the Trustee may withhold the notice if and
so long as its Board of Directors, the executive committee of its Board of
Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders.

      SECTION 7.06. Reports by Trustee to Holders.

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

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

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

<PAGE>

                                      -75-

      SECTION 7.07. Compensation and Indemnity.

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

      The Company shall indemnify the Trustee and its agents, employees,
stockholders and directors and officers for, and hold them harmless against, any
loss, liability or expense incurred by them except for such actions to the
extent caused by any negligence, bad faith or willful misconduct on their part,
arising out of or in connection with the administration of this trust including
the reasonable costs and expenses of enforcing this Indenture against the
Company (including this Section 7.07) and defending themselves against any claim
or liability in connection with the exercise or performance of any of their
rights, powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. At the Trustee's sole discretion, the
Company shall defend the claim and the Trustee shall cooperate and may
participate in the defense; provided that any settlement of a claim shall be
approved in writing by the Trustee. Alternatively, the Trustee may at its option
have separate counsel of its own choosing and the Company shall pay the
reasonable fees and expenses of such counsel; provided that the Company will not
be required to pay such fees and expenses if it assumes the Trustee's defense
and there is no conflict of interest between the Company and the Trustee in
connection with such defense as reasonably determined by the Trustee. The
Company need not pay for any settlement made without its written consent, which
consent shall not be unreasonably withheld. The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

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

<PAGE>

                                      -76-

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

      The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

      SECTION 7.08. Replacement of Trustee.

      The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the outstanding Notes may remove the Trustee by
so notifying the Company and the Trustee and may appoint a successor Trustee.
The Company may remove the Trustee if:

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee becomes incapable of acting.

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

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in

<PAGE>

                                      -77-

principal amount of the outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

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

      SECTION 7.09. Successor Trustee by Merger, Etc.

      If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business 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; provided that such
corporation shall be otherwise qualified and eligible under this Article Seven.

      SECTION 7.10. Eligibility; Disqualification.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in the case of a
corporation included in a bank holding company system, the related bank holding
company) shall have a combined capital and surplus of at least $50 million as
set forth in its most recent published annual report of condition. In addition,
if the Trustee is a corporation included in a bank holding company system, the
Trustee, independently of such bank holding company, shall meet the capital
requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA Section
310(b); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Company,
as obligor of the Notes.

<PAGE>

                                      -78-

      SECTION 7.11. Preferential Collection of Claims Against Company.

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

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

      SECTION 8.01. Legal Defeasance and Covenant Defeasance.

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

      (b) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company and the Guarantors shall be deemed
to have been released and discharged from its obligations with respect to the
outstanding Notes on the date the applicable conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of the Sections
and matters under this Indenture referred to in (i) and (ii) below, and to have
satisfied all its other obligations under such Notes and this Indenture insofar
as such Notes are concerned, except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in paragraph
(d) below and as more fully set forth in such paragraph payments in respect of
the principal of and interest on such Notes when such payments are due and (ii)
obligations listed in Section 8.03, subject to compliance with this Section
8.01. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to the Notes.

      (c) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company

<PAGE>

                                      -79-

shall be released and discharged from its obligations under any covenant
contained in Article Five, Sections 4.05 and 4.08, and Sections 4.10 through
4.19 with respect to the outstanding Notes on and after the date the conditions
set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed to be not "outstanding" for the purpose of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
6.01(3) or 6.01(4), but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under paragraph (a) hereof of the option applicable to this
paragraph (c), subject to the satisfaction of the conditions set forth in
Section 8.03, Sections 6.01(3), 6.01(4), 6.01(5) and 6.01(6) shall not
constitute Events of Default.

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

            (1) The Company shall have irrevocably deposited in trust with the
      Trustee, pursuant to an irrevocable trust and security agreement in form
      and substance reasonably satisfactory to the Trustee, U.S. Legal Tender or
      U.S. Government Obligations or a combination thereof in such amounts and
      at such times as are sufficient, in the opinion of a nationally recognized
      firm of independent public accountants, to pay the principal of and
      interest on the outstanding Notes to maturity or redemption; provided,
      however, that the Trustee (or other qualifying trustee) shall have
      received an irrevocable written order from the Company instructing the
      Trustee (or other qualifying trustee) to apply such U.S. Legal Tender or
      the proceeds of such U.S. Government Obligations to said payments with
      respect to the Notes to maturity or redemption;

<PAGE>

                                      -80-

            (2) No Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or insofar as Events of Default
      from bankruptcy or insolvency events are concerned at any time in the
      period ending on the 91st day after the date of deposit (other than a
      Default or Event of Default resulting from the Incurrence of Indebtedness,
      all or a portion of which will be used to defease the Notes concurrently
      with such Incurrence);

            (3) Such deposit will not result in a Default under this Indenture
      or a breach or violation of, or constitute a default under, this Indenture
      or any other material instrument or agreement to which the Company or any
      of its Subsidiaries is a party or by which it or its property is bound;

            (4) (i) In the event the Company elects paragraph (b) hereof, the
      Company shall deliver to the Trustee an Opinion of Counsel in the United
      States, in form and substance reasonably satisfactory to the Trustee, to
      the effect that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling or (B) since the Issue
      Date, there has been a change in the applicable federal income tax law, in
      either case to the effect that, and based thereon such Opinion of Counsel
      shall state that, Holders of the Notes will not recognize income, gain or
      loss for federal income tax purposes as a result of such deposit and the
      defeasance contemplated hereby and will be subject to federal income tax
      in the same amounts and in the same manner and at the same times as would
      have been the case if such deposit and defeasance had not occurred or (ii)
      in the event the Company elects paragraph (c) hereof, the Company shall
      deliver to the Trustee an Opinion of Counsel in the United States, in form
      and substance reasonably satisfactory to the Trustee, to the effect that
      Holders of the Notes will not recognize income, gain or loss for federal
      income tax purposes as a result of such deposit and the defeasance
      contemplated hereby and will be subject to federal income tax in the same
      amounts and in the same manner and at the same times as would have been
      the case if such deposit and defeasance had not occurred;

            (5) The Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit under clause (1) was not made by the
      Company with the intent of preferring the Holders over any other creditors
      of the Company or with the intent of defeating, hindering, delay-

<PAGE>

                                      -81-

      ing or defrauding any other creditors of the Company or others;

            (6) The Company shall have delivered to the Trustee an Opinion of
      Counsel, reasonably satisfactory to the Trustee, to the effect that (A)
      the trust funds will not be subject to the rights of holders of
      Indebtedness of the Company other than the Notes and (B) assuming no
      intervening bankruptcy of the Company between the date of deposit and the
      91st day following the date of deposit and that no Holder of Notes is an
      insider of the Company, after the 91st day following the date of deposit,
      the trust funds will not be subject to any applicable bankruptcy,
      insolvency, reorganization or similar law affecting creditors' rights
      generally; and

            (7) The Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent specified herein relating to the defeasance contemplated by this
      Section 8.01 have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by Section
8.01(d)(4)(i) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) will become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

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

      SECTION 8.02. Satisfaction and Discharge.

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

            (1) all Notes theretofore authenticated and delivered (other than
      Notes which have been destroyed, lost or stolen and which have been
      replaced or paid as provided in Section 2.07 and Notes for whose payment
      money has there-

<PAGE>

                                      -82-

      tofore been deposited in trust or segregated and held in trust by the
      Company and thereafter repaid to the Company or discharged from such
      trust) have been delivered to the Trustee for cancellation or all such
      Notes not theretofore delivered to the Trustee for cancellation have
      become due and payable and the Company has irrevocably deposited or caused
      to be deposited with the Trustee as trust funds in trust solely for that
      purpose an amount of money sufficient to pay and discharge the entire
      Indebtedness on the Notes not theretofore delivered to the Trustee for
      cancellation, for principal of, premium, if any, and interest;

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

            (3) the Company has delivered irrevocable instructions to the
      Trustee to apply the deposited money toward the payment of the Notes at
      maturity or redemption, as the case may be; and

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

      SECTION 8.03. Survival of Certain Obligations.

      Notwithstanding the satisfaction and discharge of this Indenture and of
the Notes referred to in Section 8.01 or 8.02, the respective obligations of the
Company and the Trustee under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10,
2.13, 4.01, 4.02 and 6.07, Article Seven and Sections 8.05, 8.06 and 8.07 shall
survive until the Notes are no longer outstanding, and thereafter the
obligations of the Company and the Trustee under Sections 7.07, 8.05, 8.06 and
8.07 shall survive. Nothing contained in this Article Eight shall abrogate any
of the obligations or duties of the Trustee under this Indenture.

      SECTION 8.04. Acknowledgment of Discharge by Trustee.

      Subject to Section 8.07, after (i) the conditions of Section 8.01 or 8.02
have been satisfied, (ii) the Company has paid or caused to be paid all other
sums payable hereunder by the Company and (iii) the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent referred to in clause (i)

<PAGE>

                                      -83-

above relating to the satisfaction and discharge of this Indenture have been
complied with, the Trustee upon written request shall acknowledge in writing the
discharge of the Company's obligations under this Indenture except for those
surviving obligations specified in Section 8.03.

      SECTION 8.05. Application of Trust Moneys.

      The Trustee shall hold any U.S. Legal Tender or U.S. Government
Obligations deposited with it in the irrevocable trust established pursuant to
Section 8.01. The Trustee shall apply the deposited U.S. Legal Tender or the
U.S. Government obligations, together with earnings thereon, through the Paying
Agent, in accordance with this Indenture and the terms of the irrevocable trust
agreement established pursuant to Section 8.01, to the payment of principal of
and interest on the Notes. Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon the Company's request any U.S. Legal Tender or U.S. Government
Obligations held by it as provided in Section 8.01(d) which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

      SECTION 8.06. Repayment to the Company; Unclaimed Money.

      Subject to Sections 7.07, 8.01 and 8.02, the Trustee and the Paying Agent
shall promptly pay to the Company upon request any excess U.S. Legal Tender or
U.S. Government Obligations held by them at any time. The Trustee and the Paying
Agent will pay to the Company upon receipt by the Trustee or the Paying Agent,
as the case may be, of an Officers' Certificate any money held by it for the
payment of principal or interest that remains unclaimed for two years after
payment to the Holders is required; provided, however, that the Trustee and the
Paying Agent before being required to make any payment may, but need not, at the
expense of the Company cause to be published once in a newspaper of general
circulation in the City of New York or mail to each Holder entitled to such
money notice that such money remains unclaimed and that after a date specified
therein, which shall be at least 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Holders entitled to money must look
solely to the Company for payment as general creditors unless

<PAGE>

                                      -84-

an applicable abandoned property law designated another Person, and all
liability of the Trustee or Paying Agent with respect to such money shall
thereupon cease.

      SECTION 8.07. Reinstatement.

      If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or
U.S. Government Obligations in accordance with Section 8.01 or 8.02 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 or 8.02 until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with Section 8.01 or 8.02; provided, however, that if the Company has made any
payment of interest on or principal of any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

      SECTION 9.01. Without Consent of Holders.

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

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

            (2) to comply with Article Five;

            (3) to provide for uncertificated Notes or Guarantees in addition to
      or in place of certificated Notes or Guarantees;
<PAGE>

                                      -85-

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

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

            (6) to provide for issuance of the Exchange Notes, which will have
      terms substantially identical in all material respects to the Initial
      Notes (except that the transfer restrictions contained in the Initial
      Notes will be modified or eliminated, as appropriate), and which will be
      treated together with any outstanding Initial Notes as a single issue of
      securities; or

            (7) to make any other change that does not adversely affect in any
      material respect the rights of any Holders hereunder;

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

      Notwithstanding the foregoing, in formulating its opinion in regards to
Section 9.01(1), the Trustee is entitled to rely on such evidence as it deems
appropriate, including, without limitation, solely on an Opinion of Counsel.

      SECTION 9.02. With Consent of Holders.

      Subject to Section 6.07, the Company and the Guarantors, when authorized
by a Board Resolution, and the Trustee, together, with the written consent of
the Holder or Holders of at least a majority in aggregate principal amount of
the outstanding Notes, may amend or supplement this Indenture, the Notes or the
Guarantees without notice to any other Holders. Subject to Section 6.07, the
Holder or Holders of a majority in aggregate principal amount of the outstanding
Notes may waive compliance by the Company with any provision of this Indenture
or the Notes without notice to any other Holder. No amendment, supplement or
waiver, including a waiver pursuant to Section 6.04, shall without the consent
of each Holder of each Note affected thereby:

<PAGE>

                                      -86-

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

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

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

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

            (5) make any change in provisions of this Indenture protecting the
      right of each Holder to receive payment of principal of and interest on
      such Note on or after the due date thereof or to bring suit to enforce
      such payment, permitting holders of a majority in principal amount of a
      class of Notes to waive Defaults or Events of Default, other than waivers
      with respect to ones with respect to the payment of principal of or
      interest on the Notes, or relating to certain amendments of this
      Indenture; or

            (6) after the Company's obligation to purchase Notes arises
      thereunder, amend, change or modify in any material respect the obligation
      of the Company to make and consummate a Change of Control Offer in the
      event of a Change of Control or make and consummate a Net Proceeds Offer
      with respect to any Asset Sale that has been consummated or, after such
      Change of Control has occurred or such Asset Sale has been consummated,
      modify any of the provisions or definitions with respect thereto;

            (7) modify or change any provision of this Indenture or the related
      definitions affecting the ranking of the Notes or any Guarantee in a
      manner which adversely affects the Holders; or

            (8) release any Guarantor that is a Significant Subsidiary from any
      of its obligations under its Guarantee or this Indenture otherwise than in
      accordance with the terms of this Indenture.

      It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of

<PAGE>

                                      -87-

any proposed amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.

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

      SECTION 9.03. Compliance with TIA.

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

      SECTION 9.04. Revocation and Effect of Consents.

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

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

      After an amendment, supplement or waiver becomes effective, it shall bind
every Holder unless it makes a change

<PAGE>

                                      -88-

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

      SECTION 9.05. Notation on or Exchange of Notes.

      If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver the Note to the Trustee.
The Trustee at the written direction of the Company may place an appropriate
notation on the Note about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Any such notation or exchange shall be made at
the sole cost and expense of the Company.

      SECTION 9.06. Trustee To Sign Amendments, Etc.

      The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article Nine; 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 and an Officers' Certificate each stating that the execution
of any amendment, supplement or waiver authorized pursuant to this Article Nine
is authorized or permitted by this Indenture. Such Opinion of Counsel shall not
be an expense of the Trustee.

                                   ARTICLE TEN

                                    GUARANTEE

      SECTION 10.01. Guarantee.

      Each Guarantor hereby unconditionally, jointly and severally, guarantees
(such guarantee to be referred to herein

<PAGE>

                                      -89-

as the "Guarantee"), to each of the Holders and to the Trustee and their
respective successors and assigns that (i) the principal of and interest on the
Notes will be promptly paid in full when due, subject to any applicable grace
period, whether at maturity, by acceleration or otherwise, and interest on the
overdue principal, if any, and interest on any interest, if any, to the extent
lawful, of the Notes and all other obligations of the Company to the Holders or
the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (ii) in case of any
extension of time of payment or renewal of any of the Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 10.03. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Agreement, the absence of any action to
enforce the same, any waiver or consent by any of the Holders with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Agreement and in this Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Six for the purposes of this Guarantee, and
(y) in the event of any acceleration of such obligations as provided in Article
Six, such obligations (whether or not due and payable) shall forthwith become
due and payable by each Guarantor for the purpose of this Guarantee.

<PAGE>

                                      -90-

      SECTION 10.02. Release of a Guarantor.

      In the event all of the Capital Stock of a Guarantor is sold by the
Company and the sale complies with Section 4.16, or in the event of the
designation of any Guarantor as an Unrestricted Subsidiary in accordance with
this Indenture, the Guarantor's Guarantee will be released.

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

      SECTION 10.03. Limitation of Guarantor's Liability.

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

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

      No Guarantor (other than any Guarantor whose Guarantee is to be released
in accordance with the terms of the Guarantee and this Indenture in connection
with any sale of such Guarantor in a transaction complying with Section 4.16)
will, and the Company will not cause or permit any Guarantor to, consolidate
with or merge with or into any Person other than the Company or any other
Guarantor that is a Wholly Owned Restricted Subsidiary unless:

<PAGE>

                                      -91-

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

            (2) such entity assumes by supplemental indenture all of the
      obligations of the Guarantor on the Guarantee; and

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

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

      Any merger or consolidation of a Guarantor with and into the Company (with
the Company being the surviving entity) or another Guarantor that is a Wholly
Owned Restricted Subsidiary of the Company need only comply with Section
5.01(a)(iv).

      SECTION 10.05. Contribution.

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

      SECTION 10.06. Waiver of Subrogation.

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

      SECTION 10.07. Evidence of Guarantee.

      To evidence their guarantees to the Holders set forth in this Article Ten,
each of the Guarantors hereby agrees to execute the notation of Guarantee in
substantially the form in-

<PAGE>

                                      -92-

cluded in the Notes attached as Exhibits A and B. Each such notation of
Guarantee shall be signed on behalf of each Guarantor by an Officer or an
assistant Secretary.

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

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

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

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

      Each Guarantor covenants 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 that would prohibit or forgive
such Guarantor from performing its Guarantee as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Agreement; and each Guarantor 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.

                                  ARTICLE ELEVEN

                                  MISCELLANEOUS

      SECTION 11.01. TIA Controls.

      If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be in-

<PAGE>

                                      -93-

cluded in this Indenture by the TIA, the required provision shall control.

      SECTION 11.02. Notices.

      Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

                   if to the Company:

                   Coinmach Corporation
                   303 Sunnyside Boulevard, Suite 70
                   Plainview, New York 11803
                   Attn: Chief Executive Officer
                   Facsimile Number: (516) 349-9125

                   if to the Trustee:

                   U.S. Bank, N.A.
                   180 East Fifth Street
                   St. Paul, Minnesota 55101
                   Attn: Corporate Trust Department
                   Facsimile Number: (651) 244-0711

      Each of the Company and the Trustee by written notice to each other such
Person may designate additional or different addresses for notices to such
Person. Any notice or communication to the Company or the Trustee shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telexed; when receipt is acknowledged, if
faxed; and five (5) calendar days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

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

      Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed