<PAGE>

                                                                  Exhibit 4.2


                                                                  EXECUTION COPY

                          RAINBOW NATIONAL SERVICES LLC

                            RNS CO-ISSUER CORPORATION

             AND THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF

                          8-3/4% SENIOR NOTES DUE 2012

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

                                    INDENTURE

                           DATED AS OF AUGUST 20, 2004

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

                              THE BANK OF NEW YORK

                                     TRUSTEE

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



<PAGE>

                                TABLE OF CONTENTS

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                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions........................................................................................     1
Section 1.02. Other Definitions..................................................................................    26
Section 1.03. Incorporation by Reference of Trust Indenture Act..................................................    26
Section 1.04. Rules of Construction..............................................................................    26

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating....................................................................................    27
Section 2.02. Execution and Authentication.......................................................................    28
Section 2.03. Methods of Receiving Payments on the Notes.........................................................    29
Section 2.04. Registrar and Paying Agent.........................................................................    29
Section 2.05. Paying Agent to Hold Money in Trust................................................................    29
Section 2.06. Holder Lists.......................................................................................    30
Section 2.07. Transfer and Exchange..............................................................................    30
Section 2.08. Replacement Notes..................................................................................    40
Section 2.09. Outstanding Notes..................................................................................    41
Section 2.10. Treasury Notes.....................................................................................    41
Section 2.11. Temporary Notes....................................................................................    41
Section 2.12. Cancellation.......................................................................................    41
Section 2.13. Defaulted Interest.................................................................................    42
Section 2.14. CUSIP Numbers......................................................................................    42

                                  ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee.................................................................................    42
Section 3.02. Selection of Notes to Be Redeemed..................................................................    43
Section 3.03. Notice of Redemption...............................................................................    43
Section 3.04. Effect of Notice of Redemption.....................................................................    44
Section 3.05. Deposit of Redemption Price........................................................................    44
Section 3.06. Notes Redeemed in Part.............................................................................    45
Section 3.07. Optional Redemption................................................................................    45
Section 3.08. Repurchase Offers..................................................................................    46

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes...................................................................................    48
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Section 4.02. Maintenance of Office or Agency....................................................................    48
Section 4.03. Reports............................................................................................    49
Section 4.04. Compliance Certificate.............................................................................    50
Section 4.05. Taxes..............................................................................................    51
Section 4.06. Stay, Extension and Usury Laws.....................................................................    51
Section 4.07. Restricted Payments................................................................................    51
Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..........................    55
Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.........................................    56
Section 4.10. Asset Sales........................................................................................    60
Section 4.11. Transactions with Affiliates.......................................................................    61
Section 4.12. Liens..............................................................................................    63
Section 4.13. Business Activities................................................................................    64
Section 4.14. Offer to Repurchase upon a Change of Control.......................................................    64
Section 4.15. [Intentionally omitted]............................................................................    65
Section 4.16. Designation of Restricted and Unrestricted Subsidiaries............................................    65
Section 4.17. Payments for Consent...............................................................................    67
Section 4.18. Guarantees.........................................................................................    67
Section 4.19. Suspension of Certain Covenants and Agreements.....................................................    68
Section 4.20. Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries...................    68

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets............................................................    69
Section 5.02. Successor Corporation Substituted..................................................................    70

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default..................................................................................    70
Section 6.02. Acceleration.......................................................................................    72
Section 6.03. Other Remedies.....................................................................................    72
Section 6.04. Waiver of Past Defaults............................................................................    72
Section 6.05. Control by Majority................................................................................    73
Section 6.06. Limitation on Suits................................................................................    73
Section 6.07. Rights of Holders of Notes to Receive Payment......................................................    74
Section 6.08. Collection Suit by Trustee.........................................................................    74
Section 6.09. Trustee May File Proofs of Claim...................................................................    74
Section 6.10. Priorities.........................................................................................    75
Section 6.11. Undertaking for Costs..............................................................................    75

                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee..................................................................................    75
Section 7.02. Certain Rights of Trustee..........................................................................    76
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                                       ii

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<S>                                                                                                                  <C>
Section 7.03. Trustee's Disclaimer...............................................................................    78
Section 7.04. May Hold Securities................................................................................    78
Section 7.05. Money Held in Trust................................................................................    78
Section 7.06. Compensation and Reimbursement.....................................................................    78
Section 7.07. Eligibility; Disqualification......................................................................    79
Section 7.08. Replacement of Trustee.............................................................................    79
Section 7.09. Acceptance of Appointment by Successor.............................................................    81
Section 7.10. Merger, Conversion, Consolidation or Succession to Business........................................    81
Section 7.11. Preferential Collection of Claims Against Issuers..................................................    81
Section 7.12. Trustee's Application for Instructions from the Issuers............................................    81
Section 7.13. Notice of Defaults.................................................................................    82

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance...........................................    82
Section 8.02. Legal Defeasance and Discharge.....................................................................    82
Section 8.03. Covenant Defeasance................................................................................    83
Section 8.04. Conditions to Legal or Covenant Defeasance.........................................................    83
Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions......    84
Section 8.06. Reinstatement......................................................................................    85

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes................................................................    85
Section 9.02. With Consent of Holders of Notes...................................................................    86
Section 9.03. Compliance with Trust Indenture Act................................................................    88
Section 9.04. Revocation and Effect of Consents..................................................................    88
Section 9.05. Notation on or Exchange of Notes...................................................................    88
Section 9.06. Trustee to Sign Amendments, Etc....................................................................    89

                                   ARTICLE TEN
                                 NOTE GUARANTEES

Section 10.01. Guarantee.........................................................................................    89
Section 10.02. Limitation on Guarantor Liability.................................................................    90
Section 10.03. Execution and Delivery of Note Guarantee..........................................................    90
Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms................................................    91
Section 10.05. Release of Guarantor..............................................................................    92

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge........................................................................    92
Section 11.02. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.....    93
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                                       iii

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Section 11.03. Repayment to the Issuers..........................................................................    94

                                 ARTICLE TWELVE

                             [Intentionally omitted]

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls......................................................................    94
Section 13.02. Notices...........................................................................................    94
Section 13.03. Communication by Holders of Notes with Other Holders of Notes.....................................    96
Section 13.04. Certificate and Opinion as to Conditions Precedent................................................    96
Section 13.05. Statements Required in Certificate or Opinion.....................................................    96
Section 13.06. Rules by Trustee and Agents.......................................................................    97
Section 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders..........................    97
Section 13.08. Governing Law.....................................................................................    97
Section 13.09. Consent to Jurisdiction...........................................................................    97
Section 13.10. Form of Documents Delivered to Trustee............................................................    97
Section 13.11. Successors........................................................................................    98
Section 13.12. Severability......................................................................................    98
Section 13.13. Counterpart Originals.............................................................................    98
Section 13.14. Acts of Holders...................................................................................    98
Section 13.15. Benefit of Indenture..............................................................................    99
Section 13.16. Table of Contents, Headings, Etc..................................................................   100
</TABLE>

                                    EXHIBITS

Exhibit A   FORM OF NOTE

Exhibit B   FORM OF CERTIFICATE OF TRANSFER

Exhibit C   FORM OF CERTIFICATE OF EXCHANGE

Exhibit D   FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E   FORM OF NOTATION OF GUARANTEE



                                       iv
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            INDENTURE dated as of August 20, 2004 among Rainbow National
Services LLC, a Delaware limited liability company (the "COMPANY"), RNS
Co-Issuer Corporation, a Delaware corporation and wholly owned subsidiary of the
Company ("CO-ISSUER CORP." and, together with the Company, the "ISSUERS"), the
initial Guarantors listed on the signature pages hereto and The Bank of New
York, a New York banking corporation, as trustee.

            The Issuers have duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of their 8-3/4% Senior
Notes due 2012 to be issued as provided in this Indenture. The initial
Guarantors have duly authorized the execution and delivery of this Indenture to
provide for a guarantee of the Notes and of certain of the Issuers' obligations
hereunder.

            The Issuers, the initial Guarantors and the Trustee (as defined
below) agree as follows for the benefit of each other and for the equal and
ratable benefit of the Holders (as defined below) of the Issuers' 8-3/4% Senior
Notes due 2012 issued pursuant to this Indenture:

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

            "144A GLOBAL NOTE" means Notes substantially in the form of Exhibit
A bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee, that shall be issued in a denomination equal to the outstanding
principal amount at maturity of the Notes sold in reliance on Rule 144A.

            "ACQUIRED DEBT" means, with respect to any specified Person:

      (1)   Indebtedness of any other Person existing at the time such other
            Person is merged with or into, or becomes a Subsidiary of, such
            specified Person, whether or not such Indebtedness is incurred in
            connection with, or in contemplation of, such other Person merging
            with or into, or becoming a Subsidiary of, such specified Person;
            and

      (2)   Indebtedness secured by a Lien encumbering any asset acquired by
            such specified Person.

            "ADDITIONAL NOTES" means an unlimited maximum aggregate principal
amount of Notes (other than the Notes issued on the date hereof) issued under
this Indenture in accordance with Sections 2.02 and 4.09.

            "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by



                                       1
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agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

            "AGENT" means any Registrar or Paying Agent.

            "AMC PREFERRED STOCK" means redeemable preferred membership
interests of American Movie Classics Company LLC, as described in the Offering
Memorandum.

            "ANNUALIZED CASH FLOW" means, with respect to the Company as of any
date of determination, the product of (x) the Consolidated Cash Flow of the
Company for the most recent two quarters for which internal financial statements
are available immediately prior to such date of determination and (y) 2.0.

            "APPLICABLE PREMIUM" means, with respect to a Note at any date of
redemption, the excess of (A) the present value at such date of redemption of
(1) the redemption price of such Note at September 1, 2008 plus (2) all
remaining required interest payments due on such Note through September 1, 2008
(excluding accrued but unpaid interest to the date of redemption), computed
using a discount rate equal to the Treasury Rate plus 50 basis points, over (B)
the principal amount of such Note.

            "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 Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

            "ASSET SALE" means:

      (1)   the sale, lease, conveyance or other disposition of any property or
            assets; other than a sale, lease, conveyance or other disposition
            governed by the provisions of Section 4.14 or 5.01; and

      (2)   the issuance of Equity Interests by any of the Company's Restricted
            Subsidiaries or the sale by the Company or any Restricted Subsidiary
            thereof of Equity Interests in any of its Restricted Subsidiaries
            (other than directors' qualifying shares and shares issued to
            foreign nationals to the extent required by applicable law).

Notwithstanding the preceding, the following items shall be deemed not to be
Asset Sales:

      (1)   any single transaction or series of related transactions that
            involves assets having a Fair Market Value (as determined by the
            Board of Directors or senior management) of less than $10.0 million;

      (2)   a transfer of assets or properties between or among the Company and
            its Restricted Subsidiaries (including any transfer to any Person
            that concurrently becomes a Restricted Subsidiary of the Company);

      (3)   an issuance of Equity Interests by a Restricted Subsidiary of the
            Company to the Company or to another Restricted Subsidiary,
            including, without limitation, an



                                       2
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            issuance of Equity Interests by a Restricted Subsidiary of the
            Company to the Company in exchange for or in conversion of AMC
            Preferred Stock;

      (4)   the sale, lease, conveyance or other disposition of equipment,
            inventory, accounts receivable or other assets in the ordinary
            course of business;

      (5)   the sale, lease, conveyance or other disposition of intellectual
            property and other intangibles under affiliation agreements or film
            rights agreements in the ordinary course of business consistent with
            past practice;

      (6)   the licensing or sublicensing of intellectual property or other
            general intangibles, and licenses, leases or subleases of other
            property in the ordinary course of business which do not materially
            interfere with the business of the Company or any of its Restricted
            Subsidiaries;

      (7)   the sale or other disposition of Cash Equivalents;

      (8)   dispositions of accounts receivables in connection with the
            compromise, settlement or collection thereof in the ordinary course
            of business or in bankruptcy or similar proceedings;

      (9)   a Restricted Payment that is not prohibited by Section 4.07 and any
            Permitted Investment;

      (10)  the granting of a Lien not prohibited hereunder;

      (11)  any surrender or waiver of contract rights or the settlement,
            release or surrender of contract rights or other litigation claims
            in the ordinary course of business; and

      (12)  any sale or disposition of any property or equipment that has become
            damaged, worn out, obsolete or otherwise unsuitable for use in
            connection with the business of the Company or its Restricted
            Subsidiaries.

            "BANKRUPTCY LAW" means Title 11 of the United States Code or any
similar federal or state law for the relief of debtors.

            "BENEFICIAL OWNER" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and
"Beneficially Owned" shall have a corresponding meaning.

            "BOARD OF DIRECTORS" means:

      (1)   with respect to a corporation, the board of directors of the
            corporation or, except in the context of the definitions of "Change
            of Control" and "Continuing Directors," a committee thereof
            authorized to exercise the power of the board of directors of such
            corporation;


                                       3
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      (2)   with respect to a partnership, the board of directors of the general
            partner of the partnership (or if the general partner is not a
            corporation, the board or committee of the general partner serving a
            similar function); and

      (3)   with respect to any other Person, the board or committee of such
            Person serving a similar function.

            "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary of an Issuer or any Guarantor to have been duly adopted by the Board
of Directors of such entity and to be in full force and effect on the date of
such certification.

            "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
day on which commercial banking institutions are authorized or required by law,
regulation or executive order to close in New York City.

            "CAPITAL LEASE OBLIGATION" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

            "CAPITAL STOCK" means:

      (1)   in the case of a corporation, corporate stock;

      (2)   in the case of an association or business entity, any and all
            shares, interests, participations, rights or other equivalents
            (however designated) of corporate stock;

      (3)   in the case of a partnership or limited liability company,
            partnership or membership interests (whether general or limited);
            and

      (4)   any other interest or participation that confers on a Person the
            right to receive a share of the profits and losses of, or
            distributions of assets of, the issuing Person.

            "CASH EQUIVALENTS" means:

      (1)   United States dollars;

      (2)   marketable direct obligations of the United States of America
            maturing, unless such securities are deposited to defease any
            Indebtedness, within 397 days of the date of purchase;

      (3)   commercial paper issued by a Person having consolidated net worth of
            at least $250.0 million, which conducts a substantial part of its
            business in the United States of America, maturing within 180 days
            from the date of the original issue thereof, and rated "P-1" or
            better by Moody's or "A-1" or better by S&P;

      (4)   fully collateralized repurchase agreements with financial
            institutions having a rating of "Baa" or better from Moody's or a
            rating of "A - " or better from S&P;



                                       4
<PAGE>

      (5)   certificates of deposit, bankers' acceptances and time deposits
            maturing within 397 days after the date of purchase, which are
            issued by a United States national or state bank or foreign bank
            having capital, surplus and undivided profits totaling more than
            $100.0 million, and having a rating of "Baa" or better from Moody's,
            or a rating of "A - " or better from S&P; and

      (6)   money market funds that (i) comply with the criteria set forth in
            the Commission's Rule 2a-7 under the Investment Company Act of 1940,
            (ii) are rated "AAA" by S&P and "Aaa" by Moody's and (iii) have
            portfolio assets of at least $5 billion.

            "CASH FLOW" means, with respect to any specified Person for any
period, the sum of (a) Net Income of such Person for such period, excluding any
unusual, non-recurring or extraordinary items (including any gain or loss,
together with any related provision for taxes on such gain or loss, realized in
connection with any sale of assets outside the ordinary course of business),
plus (b) the sum, without duplication, for such period to the extent, in the
case of each of clauses (i) through (vi), deducted in calculating such Net
Income, of (i) Fixed Charges for such Person, plus (ii) non-cash dividends or
distributions on Preferred Stock of such Person, plus (iii) depreciation for
such Person, plus (iv) amortization for such person (other than (a) Film Rights
Amortization and (b) amortization of prepaid cash expenses that were paid in a
prior period), plus (v) taxes for such Person, plus (vi) other non-cash expenses
(excluding any such non-cash expense to the extent that it represents an accrual
of or reserve for cash expenses in any future period) for such Person, minus
(vii) non-cash items for such Person increasing such Net Income, other than the
accrual of revenue consistent with past practice, in each case, determined in
accordance with GAAP.

            "CHANGE OF CONTROL" means the occurrence of any of the following:

      (1)   the direct or indirect sale, transfer, conveyance or other
            disposition (other than by way of merger or consolidation), in one
            or a series of related transactions, of all or substantially all of
            the properties or assets of the Company and its Restricted
            Subsidiaries, taken as a whole, to any "person" (as that term is
            used in Section 13(d)(3) of the Exchange Act) other than to one or
            more of the Principals;

      (2)   the adoption of a plan relating to the liquidation or dissolution of
            the Company;

      (3)   any "person" or "group" (as such terms are used in Sections 13(d)
            and 14(d) of the Exchange Act), other than one or more of the
            Principals, becomes the ultimate Beneficial Owner, directly or
            indirectly, of 50% or more of the voting power of the Voting Stock
            of the Company;

      (4)   the first day on which a majority of the members of the Board of
            Directors of the Company are not Continuing Directors; or

      (5)   the Company consolidates with, or merges with or into, any Person,
            or any Person consolidates with, or merges with or into the Company,
            in any such event pursuant to a transaction in which any of the
            outstanding Voting Stock of the Company or such other Person is
            converted into or exchanged for cash, securities



                                       5
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            or other property, other than any such transaction where (A) the
            Voting Stock of the Company outstanding immediately prior to such
            transaction is converted into or exchanged for Voting Stock (other
            than Disqualified Stock) of the surviving or transferee Person
            constituting, or remains outstanding and constitutes, a majority of
            the outstanding shares of such Voting Stock of such surviving or
            transferee Person (immediately after giving effect to such issuance)
            and (B) immediately after such transaction, no "person" or "group"
            (as such terms are used in Section 13(d) and 14(d) of the Exchange
            Act), other than the Principals, becomes, directly or indirectly,
            the ultimate Beneficial Owner of 50% or more of the voting power of
            the Voting Stock of the surviving or transferee Person; provided
            that, following completion of the offer to purchase Notes pursuant
            to Section 4.14, any subsequent change in the voting power of the
            Voting Stock of the surviving or transferee Person Beneficially
            Owned by the "person" or "group" (as such terms are used in Sections
            13(d) and 14(d) of the Exchange Act) that resulted in such earlier
            Change of Control shall not result in an additional Change of
            Control.

            "CLEARSTREAM" means Clearstream Banking S.A. and any successor
thereto.

            "COMMISSION" means the United States Securities and Exchange
Commission and any successor thereto.

            "CONSOLIDATED CASH FLOW" means, with respect to the Company for any
period, (a) Cash Flow of the Company and its Subsidiaries for such period, plus
(b) the sum for such period, in each case to the extent deducted in calculating
such Cash Flow and without duplication, (i) any non-cash charges incurred
subsequent to the date of this Indenture resulting from the application of
Statement of Financial Accounting Standards No. 123 or Statement of Financial
Accounting Standards No. 142, plus (ii) Deferred Carriage Fees, plus (iii)
non-cash unrealized losses in respect of securities and derivatives, plus (iv)
Restructuring Charges, plus (v) losses in respect of Monetization Transactions,
minus (vi) non-cash unrealized gains in respect of securities and derivatives,
minus (vii) gains in respect of Monetization Transactions, in each case, on a
consolidated basis and determined in accordance with GAAP; provided that:

      (1)   for purposes of calculations under Section 4.07 only:

            (a)   the Cash Flow of any Restricted Subsidiary shall be excluded
                  to the extent that the declaration or payment of dividends or
                  similar distributions by that Restricted Subsidiary of that
                  Cash Flow is not at the date of determination permitted
                  without any prior governmental approval (that has not been
                  obtained) or, directly or indirectly, by operation of the
                  terms of its charter or any agreement, instrument, judgment,
                  decree, order, statute, rule or governmental regulation
                  applicable to that Restricted Subsidiary or its equityholders;
                  and

            (b)   the Cash Flow of any Person acquired during the specified
                  period for any period prior to the date of such acquisition
                  shall be excluded;



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<PAGE>

      (2)   the Cash Flow of any Person that is not a Restricted Subsidiary of
            the Company or that is accounted for by the equity method of
            accounting shall be included only to the extent of the amount of
            dividends or distributions paid in cash to the specified Person or a
            Restricted Subsidiary thereof;

      (3)   the Cash Flow of a Restricted Subsidiary of the Company shall be
            included in the same percentage as the percentage ownership interest
            in the net income (loss) of such Restricted Subsidiary owned on the
            last day of such period by the Company or any of its Restricted
            Subsidiaries; and

      (4)   the cumulative effect of a change of accounting principles shall be
            excluded.

            "CONSOLIDATED LEVERAGE RATIO" means, as of any date of
determination, the ratio of:

      (1)   the aggregate outstanding amount of Indebtedness of the Company and
            its Restricted Subsidiaries (other than Monetization Indebtedness)
            as of such date of determination on a consolidated basis (subject to
            the terms described in the paragraph below) after giving pro forma
            effect to the incurrence of the Indebtedness giving rise to the need
            to make such calculation (including a pro forma application of the
            use of proceeds therefrom), on such date to,

      (2)   the Annualized Cash Flow of the Company as of such date of
            determination.

For purposes of this definition:

      (1)   Consolidated Cash Flow shall be calculated on a pro forma basis
            after giving effect to (A) the incurrence of the Indebtedness of the
            Company and its Restricted Subsidiaries (and the application of the
            proceeds therefrom) giving rise to the need to make such calculation
            and any incurrence (and the application of the proceeds therefrom)
            or repayment of other Indebtedness on the date of determination, and
            (B) any acquisition or disposition (including, without limitation,
            any acquisition giving rise to the need to make such calculation as
            a result of the Company or one of its Restricted Subsidiaries
            (including any Person that becomes a Restricted Subsidiary as a
            result of such acquisition) incurring, assuming or otherwise
            becoming liable for Indebtedness) at any time on or subsequent to
            the first day of the applicable period specified and on or prior to
            the date of determination, as if such acquisition or disposition
            (including the incurrence or assumption of any such Indebtedness and
            also including any Consolidated Cash Flow associated with such
            acquisition or disposition) occurred on the first day of such
            two-quarter period; and

      (2)   pro forma calculations shall be made in good faith by a responsible
            financial or accounting officer of the Company and pro forma effect
            may be given to any non-recurring expenses, non-recurring costs and
            cost reductions within the first year after such acquisition that
            the Company reasonably anticipates in good faith if the Company
            delivers to the Trustee an Officers' Certificate executed by the
            chief financial or accounting officer of the Company certifying to
            and describing and



                                       7
<PAGE>

            quantifying with reasonable specificity such non-recurring expenses,
            non-recurring costs and cost reduction.

            "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Company who:

      (1)   was a member of such Board of Directors on the date of this
            Indenture; or

      (2)   was nominated for election or elected to such Board of Directors
            with the approval of a majority of the Continuing Directors who were
            members of such Board of Directors at the time of such nomination or
            election.

            "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of
the Trustee specified in Section 13.02 or such other address as to which the
Trustee may give notice to the Issuers.

            "CREDIT AGREEMENT" means that certain loan agreement, dated as of
the date of this Indenture, by and among the Company, the guarantors thereto,
JPMorgan Chase Bank, as Administrative Agent, the other agents party thereto and
the lenders party thereto from time to time, providing for term loan and
revolving credit borrowings, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced, restated,
restructured, increased, substituted or refinanced in whole or in part from time
to time, regardless of whether such amendment, modification, renewal, refunding,
replacement, restatement, restructuring, increase, substitution or refinancing
is with the same financial institutions or otherwise.

            "CREDIT FACILITIES" means one or more debt or borrowing facilities
(including, without limitation, the Credit Agreement), commercial paper
facilities or indentures, in each case with banks or other institutional lenders
or a trustee, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such
receivables), letters of credit or issuances of notes, in each case, as amended,
modified, renewed, refunded, replaced, restated, substituted or refinanced in
whole or in part from time to time, regardless of whether such amendment,
modification, renewal, refunding, replacement, restatement, substitution or
refinancing is with the same financial institutions or otherwise.

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

            "DEFAULT" means any event that is, or with the passage of time or
the giving of notice or both would be, an Event of Default.

            "DEFERRED CARRIAGE FEES" means the amortization of (x) launch
support payments and (y) payment in exchange for carriage, in each case made by
the Company or any of its Restricted Subsidiaries.

            "DEFINITIVE NOTE" means a Note registered in the name of the Holder
thereof and issued in accordance with Section 2.07, substantially in the form of
Exhibit A, except that such



                                       8
<PAGE>

Note shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

            "DEPOSITARY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.04 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

            "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07. The
term "Disqualified Stock" shall also include any options, warrants or other
rights that are convertible into Disqualified Stock or that are redeemable at
the option of the holder, or required to be redeemed, prior to the date that is
91 days after the date on which the Notes mature.

            "DISTRIBUTION" means the distribution of capital stock of Rainbow
Media Enterprises to the stockholders of Cablevision Systems Corporation as
described in the Offering Memorandum.

            "DOLAN FAMILY MEMBERS" means (i) Charles F. Dolan and (ii) any
spouse, child, child of a spouse, parent, grandchild or other descendant of
Charles F. Dolan (where applicable in each of the foregoing instances, whether
natural or adopted), and any other intestate distributee, heir or legatee of
Charles F. Dolan.

            "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary of the Company
other than a Restricted Subsidiary that is (1) a "controlled foreign
corporation" under Section 957 of the Internal Revenue Code (other than any such
entity that Guarantees Indebtedness of the Company or of any of its other
Domestic Subsidiaries) or (2) a Subsidiary of an entity described in the
preceding clause (1).

            "EARN-OUT OBLIGATION" means any contingent consideration based on
future operating performance of an acquired entity or assets or other purchase
price adjustment or indemnification or similar obligation, payable following the
consummation of an acquisition based on criteria set forth in the documentation
governing or relating to such acquisition.

            "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).



                                       9
<PAGE>

            "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system, and any successor thereto.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            "EXISTING INDEBTEDNESS" means the aggregate principal amount of
Indebtedness of the Company and its Subsidiaries (other than Indebtedness under
the Credit Agreement) in existence on the date of this Indenture after giving
effect to the application of the proceeds of (1) the Notes and (2) any
borrowings made under the Credit Agreement on the date of this Indenture.
Existing Indebtedness shall include the Issuers' 10-3/8% Senior Subordinated
Notes due 2014, and the guarantees attached thereto, issued pursuant to the
indenture dated as of the date of this Indenture among the Issuers, the
guarantors thereto and The Bank of New York, as trustee.

            "FAIR MARKET VALUE" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined, unless otherwise specified, in good faith by the Board of
Directors or, if permitted by the terms of this Indenture, by senior management,
whose determination in all cases shall be conclusive.

            "FILM RIGHTS AMORTIZATION" means the amortization of expenditures of
the Company and its Restricted Subsidiaries for the acquisition of film rights
and broadcast programming.

            "FIXED CHARGES" means, with respect to any specified Person for any
period, the sum, without duplication, of:

      (1)   the consolidated interest expense of such Person for such period,
            whether paid or accrued (without duplication), including, without
            limitation, amortization of debt issuance costs and original issue
            discount, non-cash interest payments, the interest component of any
            deferred payment obligations, the interest component of all payments
            associated with Capital Lease Obligations, commissions, discounts
            and other fees and charges incurred in respect of letter of credit
            or bankers' acceptance financings, and the net payments made or
            received pursuant to Hedging Obligations, but excluding any
            dividends on Equity Interests of such Person to the extent paid
            solely in Equity Interests (other than Disqualified Stock) of such
            Person; plus

      (2)   any interest expense on Indebtedness of another Person that is
            Guaranteed by such Person or one of its Restricted Subsidiaries or
            secured by a Lien on assets of such Person or one of its Restricted
            Subsidiaries, whether or not such Guarantee or Lien is called upon,

in each case, on a consolidated basis and in accordance with GAAP.

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



                                       10
<PAGE>

significant segment of the accounting profession, which are in effect on the
date of this Indenture.

            "GLOBAL NOTE LEGEND" means the legend set forth in Section
2.07(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

            "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A, issued in accordance with Section 2.01 or Section 2.07.

            "GOVERNMENT SECURITIES" means securities that are direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged.

            "GUARANTEE" means, as to any Person, a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness of another
Person.

            "GUARANTORS" means, with respect to this Indenture:

      (1)   each direct or indirect Domestic Subsidiary of the Company on the
            date of this Indenture, other than (x) Co-Issuer Corp. and (y) any
            Insignificant Subsidiary; and

      (2)   any other subsidiary that executes a Note Guarantee in accordance
            with the provisions of this Indenture and a supplemental indenture,
            pursuant to which it agrees to be bound by the terms of this
            Indenture as Guarantor;

and their respective successors and assigns until released from their
obligations under their Note Guarantees and this Indenture in accordance with
the terms of this Indenture.

            "HEDGING OBLIGATIONS" means, with respect to any specified Person,
the obligations of such Person under:

      (1)   interest rate swap agreements, interest rate cap agreements,
            interest rate collar agreements and other agreements or arrangements
            with respect to interest rates;

      (2)   commodity swap agreements, commodity option agreements, forward
            contracts and other agreements or arrangements with respect to
            commodity prices; and

      (3)   foreign exchange contracts, currency swap agreements and other
            agreements or arrangements with respect to foreign currency exchange
            rates.

            "HOLDER" means a Person in whose name a Note is registered.



                                       11
<PAGE>

            "INCUR" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become directly or indirectly liable for
or with respect to, or become responsible for, the payment of, contingently or
otherwise, such Indebtedness.

            "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

      (1)   in respect of borrowed money;

      (2)   evidenced by bonds, notes, debentures or similar instruments;

      (3)   evidenced by letters of credit (or reimbursement agreements in
            respect thereof), but excluding obligations with respect to letters
            of credit (including trade letters of credit) securing obligations
            (other than obligations described in clauses (1) or (2) above or
            clauses (5), (6) or (8) below) entered into in the ordinary course
            of business of such Person to the extent such letters of credit are
            not drawn upon or, if drawn upon, to the extent such drawing is
            reimbursed no later than the 10th Business Day following receipt by
            such Person of a demand for reimbursement;

      (4)   in respect of bankers' acceptances;

      (5)   in respect of Capital Lease Obligations;

      (6)   in respect of the balance deferred and unpaid of the purchase price
            of any property or services, except any such balance that
            constitutes an accrued expense or trade payable;

      (7)   representing the Fair Market Value (as determined by the Board of
            Directors or senior management) of Hedging Obligations, other than
            Hedging Obligations that are incurred for the purpose of fixing,
            hedging or swapping interest rate, commodity price or foreign
            currency exchange rate risk (or to reverse or amend any such
            agreements previously made for such purposes), and not for
            speculative purposes, and that do not increase the Indebtedness of
            the obligor outstanding at any time other than as a result of
            fluctuations in interest rates, commodity prices or foreign currency
            exchange rates or by reason of fees, indemnities and compensation
            payable thereunder; or

      (8)   representing Disqualified Stock valued at the greater of its
            voluntary or involuntary maximum fixed repurchase price plus accrued
            dividends.

In addition, the term "Indebtedness" includes (x) all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person), provided that the amount of
such Indebtedness shall be the lesser of (A) the Fair Market Value (as
determined by the Board of Directors or senior management) of such asset at such
date of determination and (B) the amount of such Indebtedness, and (y) to the
extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person. For purposes hereof, the "maximum fixed
repurchase price" of any Disqualified Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such



                                       12
<PAGE>

Disqualified Stock as if such Disqualified Stock were repurchased 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 (as determined by the Board of Directors or senior management) of such
Disqualified Stock, such fair market shall be determined in good faith by the
Company's Board of Directors.

            The amount of any Indebtedness outstanding as of any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
and shall be:

      (1)   the accreted value thereof, in the case of any Indebtedness issued
            with original issue discount; and

      (2)   the principal amount thereof, together with any interest thereon
            that is more than 30 days past due, in the case of any other
            Indebtedness;

provided that Indebtedness shall not include:

      (i)   any liability for federal, state, local or other taxes,

      (ii)  any liability in respect of performance bonds, compensation claims,
            surety or appeal bonds and payment obligations in connection with
            self-insurance or similar obligations,

      (iii) any liability arising from the honoring by a bank or other financial
            institution of a check, draft or similar instrument drawn against
            insufficient funds in the ordinary course of business, provided,
            however, that such liability is extinguished within five Business
            Days of its incurrence,

      (iv)  any accrued expense or trade payable to trade creditors arising in
            the ordinary course of business, including guarantees thereof or
            instruments evidencing such liabilities,

      (v)   any Earn-out Obligation, except to the extent that the contingent
            consideration relating thereto is not paid within five Business Days
            after the contingency relating thereto is resolved, or

      (vi)  agreements providing for indemnification, adjustment of purchase
            price or similar obligations, or Guarantees or letters of credit,
            surety bonds or performance bonds securing any obligations of the
            Company or any of its Restricted Subsidiaries pursuant to such
            agreements, in any case incurred or assumed in connection with the
            disposition of any business, assets or Restricted Subsidiary of the
            Company (other than Guarantees of Indebtedness incurred by any
            Person acquiring all or any portion of such business, assets or such
            Restricted Subsidiary for the purpose of financing such
            acquisition), so long as the principal amount does not exceed the
            gross proceeds actually received by the Company or any Restricted
            Subsidiary thereof in connection with such disposition.



                                       13
<PAGE>

            "INDENTURE" means this Indenture, as amended or supplemented from
time to time.

            "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Note through a Participant.

            "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

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

            "INSIGNIFICANT SUBSIDIARY" means any Subsidiary of the Company
designated by the Company as an "Insignificant Subsidiary;" provided that the
total assets of all Subsidiaries that are so designated, as reflected on the
Company's most recent consolidating balance sheet prepared in accordance with
GAAP, do not in the aggregate at any time exceed $5.0 million.

            "INVESTMENT GRADE RATING" means (1) a rating of BBB - or better, in
the case of S&P (or its equivalent under any successor Rating Categories of S&P)
and a rating of Baa3 or better, in the case of Moody's (or its equivalent under
any successor Rating Categories of Moody's), or (2) in each case, if a Rating
Agency in the foregoing clause (1) ceases to rate the Notes for reasons outside
the control of the Company, an equivalent Rating Category of any other Rating
Agency.

            "INVESTMENTS" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans or other extensions of credit (including Guarantees, but
excluding advances to customers or suppliers in the ordinary course of business
that are, in conformity with GAAP, recorded as accounts receivable, prepaid
expenses or deposits on the balance sheet of the Company or its Restricted
Subsidiaries and endorsements for collection or deposit arising in the ordinary
course of business), advances (excluding commission, payroll, travel and similar
advances to officers and employees made consistent with past practices), capital
contributions (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),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

            If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
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 (as determined by senior
management or the Board of Directors, unless such Fair Market Value exceeds
$10.0 million, in which event such Fair Market Value must be determined by the
Board of Directors) of the Investment in such Subsidiary not sold or disposed
of. The acquisition by the Company or any Restricted Subsidiary of the Company
of a Person that holds an Investment in a third Person



                                       14
<PAGE>

shall be deemed (without duplication) to be an Investment by the Company or such
Restricted Subsidiary in such third Person at the time that the acquired Person
becomes a Restricted Subsidiary of the Company in an amount equal to the Fair
Market Value (as determined by senior management or the Board of Directors,
unless such Fair Market Value exceeds $10.0 million, in which event such Fair
Market Value must be determined by the Board of Directors) of the Investment
held by the acquired Person in such third Person. Except as otherwise provided
in this Indenture, the amount of an Investment shall be determined at the time
the Investment is made and without giving effect to subsequent changes in value.

            "ISSUE DATE" means the date of the original issuance of the Notes
under this Indenture.

            "LEGENDED REGULATION S GLOBAL NOTE" means a Note in the form of
Exhibit A bearing the Global Note Legend, the Private Placement Legend and the
Regulation S Global Note Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount at maturity of the Notes
initially sold in reliance on Rule 903 of Regulation S.

            "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

            "MONETIZATION INDEBTEDNESS" means any Indebtedness of the Company or
any Restricted Subsidiary thereof issued in connection with a Monetization
Transaction; provided that, (i) on the date of its incurrence, the purchase
price or principal amount of such Monetization Indebtedness does not exceed the
Fair Market Value of the securities that are the subject of such Monetization
Transaction on such date and (ii) the obligations of the Company and its
Restricted Subsidiaries with respect to the purchase price or principal amount
of such Monetization Indebtedness (x) may be satisfied in full by delivery of
the securities that are the subject of such Monetization Transaction and any
related options on such securities or any proceeds received by the Company or
any Restricted Subsidiary thereof on account of such options; provided that if
the Company or such Restricted Subsidiary no longer owns sufficient securities
that were the subject of such Monetization Transaction and/or related options on
such securities to satisfy in full the obligations of the Company and its
Restricted Subsidiaries under such Monetization Indebtedness, such Indebtedness
shall no longer be deemed to be Monetization Indebtedness, and (y) are not
secured by any Liens on any of the Company's or its Restricted Subsidiaries'
assets other than the securities that are the subject of such Monetization
Transaction and the related options on such securities.

            "MONETIZATION TRANSACTION" means a transaction pursuant to which (1)
securities received pursuant to an Asset Sale are sold, transferred or otherwise
conveyed (including by way of a forward purchase agreement, prepaid forward sale
agreement, secured borrowing or similar agreement) within 120 days of such Asset
Sale and (2) the Company receives (including by way



                                       15
<PAGE>

of borrowing under Monetization Indebtedness) not less than 75% of the Fair
Market Value of such securities in the form of cash.

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

            "NET INCOME" means, with respect to any specified Person, the net
income (loss) of such Person after taxes (unless such Person is a partnership or
limited liability company), determined in accordance with GAAP.

            "NET PROCEEDS" means the aggregate cash proceeds, including payments
in respect of deferred payment obligations (to the extent corresponding to the
principal, but not the interest component, thereof) received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (1) the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting,
investment banking and brokerage fees, and sales commissions, and any relocation
expenses incurred as a result thereof, (2) taxes paid or payable as a result
thereof, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, (3) amounts required to be applied
to the repayment of Indebtedness or other liabilities, secured by a Lien on the
asset or assets that were the subject of such Asset Sale, or is required to be
paid as a result of such sale, (4) any reserve for adjustment in respect of the
sale price of such asset or assets established in accordance with GAAP and (5)
appropriate amounts to be provided by the Company or its Restricted Subsidiaries
as a reserve against liabilities associated with 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, all as determined
in accordance with GAAP.

            "NON-U.S. PERSON" means a Person who is not a U.S. Person.

            "NOTE GUARANTEE" means a Guarantee of the Notes pursuant to this
Indenture.

            "NOTES" means the 8-3/4% Senior Notes due 2012 of the Issuers issued
on the date hereof and any Additional Notes. The Notes and the Additional Notes,
if any, shall be treated as a single class for all purposes under this
Indenture.

            "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

            "OFFERING MEMORANDUM" means the offering memorandum, dated August
13, 2004, relating to the Issuers' 8-3/4% Senior Notes due 2012.

            "OFFICER" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Assistant Secretary or any Vice-President.



                                       16
<PAGE>

            "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by at least two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company, that meets the requirements of
this Indenture.

            "OPINION OF COUNSEL" means an opinion from legal counsel (who may be
counsel to or an employee of the Company) that meets the requirements of this
Indenture.

            "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and with respect to DTC, shall include Euroclear and
Clearstream).

            "PERMITTED BUSINESS" means any business conducted or proposed to be
conducted (as described in the Offering Memorandum) by the Company and its
Restricted Subsidiaries on the date of this Indenture and other businesses
reasonably related or ancillary thereto.

            "PERMITTED INVESTMENTS" means:

      (1)   any Investment in the Company or in a Restricted Subsidiary of the
            Company;

      (2)   any Investment in Cash Equivalents;

      (3)   any Investment by the Company or any Restricted Subsidiary of the
            Company in a Person, if as a result of such Investment:

            (a)   such Person becomes a Restricted Subsidiary of the Company; or

            (b)   such Person is merged, consolidated or amalgamated with or
                  into, or transfers or conveys substantially all of its assets
                  to, or is liquidated into, the Company or a Restricted
                  Subsidiary of the Company;

      (4)   any Investment made as a result of the receipt of non-cash
            consideration from an Asset Sale that was made pursuant to and in
            compliance with Section 4.10;

      (5)   Investments to the extent acquired in exchange for the issuance of
            Equity Interests (other than Disqualified Stock) of the Company;

      (6)   Hedging Obligations that are incurred for the purpose of fixing,
            hedging or swapping interest rate, commodity price or foreign
            currency exchange rate risk (or to reverse or amend any such
            agreements previously made for such purposes), and not for
            speculative purposes, and that do not increase the Indebtedness of
            the obligor outstanding at any time other than as a result of
            fluctuations in interest rates, commodity prices or foreign currency
            exchange rates or by reason of fees, indemnities and compensation
            payable thereunder;

      (7)   any Investments received in satisfaction of judgments or in
            settlement of debt or compromises of obligations incurred in the
            ordinary course of business, including



                                       17
<PAGE>

            pursuant to any plan of reorganization or similar arrangement upon
            bankruptcy or insolvency;

      (8)   any Investments received as a result of a foreclosure by the Company
            or any of its Restricted Subsidiaries with respect to any secured
            Investment or other transfer of title with respect to any secured
            Investment in default;

      (9)   advances to customers or suppliers in the ordinary course of
            business that are recorded in accordance with GAAP as accounts
            receivable or prepaid expenses or lease, utility or other similar
            deposits in the ordinary course of business; and

      (10)  Investments consisting of the licensing or contribution of
            intellectual property pursuant to affiliation agreements or film
            rights agreements in the ordinary course of business consistent with
            past practice.

            "PERMITTED LIENS" means:

      (1)   Liens securing Indebtedness in an amount not to exceed $1,250
            million at any one time outsanding;

      (2)   Liens in favor of the Company or any Guarantor;

      (3)   Liens securing Monetization Indebtedness;

      (4)   Liens on property or assets of a Person existing at the time such
            Person is merged with or into or consolidated with the Company or
            any Restricted Subsidiary of the Company; provided that such Liens
            were in existence prior to the contemplation of such merger or
            consolidation and do not extend to any properties or assets other
            than those of the Person merged into or consolidated with the
            Company or the Restricted Subsidiary;

      (5)   Liens on property or assets existing at the time of acquisition
            thereof by the Company or any Restricted Subsidiary of the Company,
            provided that such Liens were in existence prior to the
            contemplation of such transaction and do not extend to any
            properties or assets other than those so acquired by the Company or
            the Restricted Subsidiary;

      (6)   Liens to secure Indebtedness (including Capital Lease Obligations)
            permitted by Section 4.09(b)(iv) covering only the assets acquired
            with such Indebtedness;

      (7)   Liens existing on the date of this Indenture;

      (8)   Liens securing the Notes;

      (9)   during any period commencing from the date the Suspension Condition
            is first satisfied, Liens to secure Indebtedness that is not pari
            passu or subordinated to the Notes or the Note Guarantees;



                                       18
<PAGE>

      (10)  Liens incurred in the ordinary course of business of the Company or
            any Restricted Subsidiary of the Company with respect to obligations
            that do not exceed $10.0 million at any one time outstanding;

      (11)  Liens securing Hedging Obligations of the Company or any of its
            Restricted Subsidiaries that do not constitute Indebtedness or
            securing letters of credit that support such Hedging Obligations;

      (12)  Liens incurred or deposits made in the ordinary course of business
            in connection with worker's compensation, unemployment insurance or
            other social security obligations;

      (13)  Liens, deposits or pledges to secure the performance of bids,
            tenders, contracts (other than contracts for the payment of
            Indebtedness), leases, or other similar obligations arising in the
            ordinary course of business;

      (14)  survey exceptions, encumbrances, easements or reservations of, or
            rights of other for, rights of way, zoning or other restrictions as
            to the use of properties, and defects in title which, in the case of
            any of the foregoing, were not incurred or created to secure the
            payment of Indebtedness, and which in the aggregate do not
            materially adversely affect the value of such properties or
            materially impair the use for the purposes of which such properties
            are held by the Company or any of its Restricted Subsidiaries;

      (15)  judgment and attachment Liens not giving rise to an Event of Default
            and notices of lis pendens and associated rights related to
            litigation being contested in good faith by appropriate proceedings
            and for which adequate reserves have been made;

      (16)  Liens for taxes, assessments, fees or governmental charges or claims
            that are not yet delinquent or that are being contested in good
            faith by appropriate proceedings; provided that any reserve or other
            appropriate provision as is required in conformity with GAAP has
            been made therefor;

      (17)  Liens securing obligations under film rights agreements or
            affiliation agreements that do not constitute Indebtedness and that
            were entered into in the ordinary course of business consistent with
            past practice;

      (18)  Liens, deposits or pledges to secure public or statutory
            obligations, surety, stay, appeal, indemnity, performance or other
            similar bonds or obligations; and Liens, deposits or pledges in lieu
            of such bonds or obligations, or to secure such bonds or
            obligations, or to secure letters of credit in lieu of or supporting
            the payment of such bonds or obligations;

      (19)  Liens on property or assets used to defease Indebtedness that was
            not incurred in violation of this Indenture;



                                       19
<PAGE>

      (20)  Liens in favor of collecting or payor banks having a right of
            set-off, revocation, refund or chargeback with respect to money or
            instruments of the Company or any Subsidiary thereof on deposit with
            or in possession of such bank;

      (21)  any interest or title of a lessor, licensor or sublicensor in the
            property subject to any lease, license or sublicense;

      (22)  Liens arising from precautionary UCC financing statements regarding
            operating leases or consignments; and

      (23)  Liens of franchisors in the ordinary course of business not securing
            Indebtedness.

            "PERMITTED REFINANCING INDEBTEDNESS" means:

            (A) any Indebtedness of the Company or any of its Restricted
Subsidiaries (other than Disqualified Stock) issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than Disqualified Stock and intercompany Indebtedness); provided that:

      (1)   the principal amount (or accreted value, if applicable) of such
            Permitted Refinancing Indebtedness does not exceed the principal
            amount (or accreted value, if applicable) of the Indebtedness so
            extended, refinanced, renewed, replaced, defeased or refunded (plus
            all accrued and unpaid interest thereon and the amount of any
            reasonable premium necessary to accomplish such refinancing and such
            reasonable expenses incurred in connection therewith);

      (2)   such Permitted Refinancing Indebtedness has a final maturity date
            later than the final maturity date of, and has a Weighted Average
            Life to Maturity equal to or greater than the Weighted Average Life
            to Maturity of, the Indebtedness being extended, refinanced,
            renewed, replaced, defeased or refunded;

      (3)   if the Indebtedness being extended, refinanced, renewed, replaced,
            defeased or refunded is subordinated in right of payment to the
            Notes or the Note Guarantees, such Permitted Refinancing
            Indebtedness has a final maturity date later than the final maturity
            date of, and is subordinated in right of payment to, the Notes on
            terms at least as favorable, taken as a whole in all material
            respects, to the Holders of Notes as those contained in the
            documentation governing the Indebtedness being extended, refinanced,
            renewed, replaced, defeased or refunded;

      (4)   if the Indebtedness being extended, refinanced, renewed, replaced,
            defeased or refunded is pari passu in right of payment with the
            Notes or any Note Guarantees, such Permitted Refinancing
            Indebtedness is pari passu with, or subordinated in right of payment
            to, the Notes or such Note Guarantees; and

      (5)   such Indebtedness is incurred either by the Company or by the
            Restricted Subsidiary who is the obligor on the Indebtedness being
            extended, refinanced, renewed, replaced, defeased or refunded; and



                                       20
<PAGE>

            (B) any Disqualified Stock of the Company or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to
extend, refinance, renew, replace or refund Indebtedness or other Disqualified
Stock of the Company or any of its Restricted Subsidiaries (other than
Indebtedness or Disqualified Stock held by the Company or any of its Restricted
Subsidiaries); provided that:

      (1)   the liquidation or face value of such Permitted Refinancing
            Indebtedness does not exceed the principal amount (or accreted
            value, if applicable) of the Indebtedness, or the liquidation or
            face value of the Disqualified Stock, as applicable, so extended,
            refinanced, renewed, replaced or refunded (plus all accrued and
            unpaid interest or dividends thereon and the amount of any
            reasonable premium necessary to accomplish such refinancing and such
            reasonable expenses incurred in connection therewith);

      (2)   such Permitted Refinancing Indebtedness has a final redemption date
            later than the final maturity or redemption date of, and has a
            Weighted Average Life to Maturity equal to or greater than the
            Weighted Average Life to Maturity of, the Indebtedness or
            Disqualified Stock being extended, refinanced, renewed, replaced or
            refunded;

      (3)   such Permitted Refinancing Indebtedness has a final redemption date
            later than the final maturity date of, and is subordinated in right
            of payment to, the Notes on terms at least as favorable, taken as a
            whole in all material respects, to the Holders of Notes as those
            contained in the documentation governing the Indebtedness or
            Disqualified Stock being extended, refinanced, renewed, replaced or
            refunded;

      (4)   such Permitted Refinancing Indebtedness is not redeemable at the
            option of the holder thereof or mandatorily redeemable prior to the
            final maturity or redemption date of the Indebtedness or
            Disqualified Stock being extended, refinanced, renewed, replaced or
            refunded; and

      (5)   such Disqualified Stock is issued either by the Company or by the
            Restricted Subsidiary who is the issuer of the Indebtedness or
            Disqualified Stock being extended, refinanced, renewed, replaced or
            refunded.

            "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

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

            "PRINCIPALS" means (a) any Dolan Family Member, (b) any trusts for
the benefit of any Dolan Family Members, (c) any estate of any Dolan Family
Member or testamentary trust of any Dolan Family Member for the benefit of any
Dolan Family Members, (d) any executor, administrator, conservator or legal or
personal representative of any Person or Persons specified in clauses (a), (b)
and (c) above to the extent acting in such capacity on behalf of any Dolan



                                       21
<PAGE>

Family Member or Members and not individually, (e) any Person, eighty percent
(80%) of which is owned and controlled by any of the foregoing or combination of
the foregoing, and (f) The Dolan Family Foundation, a New York not-for-profit
corporation.

            "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.07(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

            "QUALIFIED EQUITY OFFERING" means (i) an offer and sale of Equity
Interests (other than Disqualified Stock) of the Company pursuant to a
registration statement that has been declared effective by the Commission
pursuant to the Securities Act (other than a registration statement on Form S-8
or otherwise relating to equity securities issuable under any employee benefit
plan of the Company) or (ii) any private placement of Equity Interests (other
than Disqualified Stock) of the Company to any Person other than a Subsidiary of
the Company.

            "RAINBOW MEDIA ENTERPRISES" means Rainbow Media Enterprises, Inc.

            "RATING AGENCY" means (1) each of S&P and Moody's and (2) if S&P or
Moody's ceases to rate the Notes for reasons outside the control of the Company,
a "nationally recognized statistical rating organization" within the meaning of
Rule 15c-3-1(c)(vi)(F) under the Exchange Act selected by the Company, which
shall be substituted for S&P or Moody's, as the case may be.

            "RATING CATEGORY" means (1) with respect to S&P, any of the
following categories (any of which may include a "+" or " - ": AAA, AA, A, BBB,
BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect
to Moody's, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C
and D (or equivalent successor categories), and (3) the equivalent of any such
categories of S&P or Moody's used by another Rating Agency, if applicable.

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

            "REGULATION S GLOBAL NOTE" means a Legended Regulation S Global Note
or an Unlegended Regulation S Global Note, as appropriate.

            "REGULATION S GLOBAL NOTE LEGEND" means the legend set forth in
Section 2.07(h) that is required to be placed in Legended Regulation S Global
Notes under the Indenture.

            "REPLACEMENT ASSETS" means any combination of (1) non-current assets
that shall be used or useful in a Permitted Business or (2) all or substantially
all the assets of a Permitted Business or a majority of the Voting Stock of any
Person engaged in a Permitted Business (including by means of a merger,
consolidation or other business combination permitted under this Indenture) that
shall become on the date of acquisition thereof a Restricted Subsidiary.

            "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the Corporate Trust Office of the Trustee (or any successor
group of the Trustee) or any



                                       22
<PAGE>

other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of the
Indenture.

            "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.

            "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend.

            "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

            "RESTRICTED PERIOD" means the 40-day distribution compliance period
as defined in Regulation S.

            "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of such
Person that is not an Unrestricted Subsidiary.

            "RESTRUCTURING CHARGES" means, with respect to the Company,
restructuring charges incurred by the Company and its Restricted Subsidiaries in
connection with exiting an activity or restructuring an operation or activity,
in accordance with GAAP.

            "RULE 144" means Rule 144 promulgated under the Securities Act.

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

            "RULE 903" means Rule 903 promulgated under the Securities Act.

            "RULE 904" means Rule 904 promulgated under the Securities Act.

            "S&P" means Standard & Poor's Rating Services, a Division of The
McGraw-Hill Companies, Inc., and its successors.

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

            "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would constitute
a "significant subsidiary" within the meaning of Article 1 of Regulation S-X
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

            "STATED MATURITY" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.



                                       23
<PAGE>

            "SUBSIDIARY" means, with respect to any specified Person:

      (1)   any corporation, association or other business entity of which more
            than 50% of the total voting power of shares of Capital Stock
            entitled (without regard to the occurrence of any contingency) to
            vote in the election of directors, managers or trustees thereof is
            at the time owned or controlled, directly or indirectly, by such
            Person or one or more of the other Subsidiaries of that Person (or a
            combination thereof); and

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

            "TIA" means the Trust Indenture Act of 1939, as in effect on the
date of this Indenture.

            "TREASURY RATE" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days prior
to the date fixed for prepayment (or, if such Statistical Release is no longer
published, any publicly available source for similar market data)) most nearly
equal to the then remaining term of the Notes to September 1, 2008; provided,
however, that if the then remaining term of the Notes to September 1, 2008 is
not equal to the constant maturity of a United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields
are given, except that if the then remaining term of the Notes to September 1,
2008 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

            "TRUSTEE" means The Bank of New York, a New York banking
corporation, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

            "UNLEGENDED REGULATION S GLOBAL NOTE" means a Note in the form of
Exhibit A bearing the Global Note Legend and the Private Placement Legend,
deposited with or on behalf of and registered in the name of the Depositary or
its nominee and issued upon expiration of the Restricted Period.

            "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

            "UNRESTRICTED GLOBAL NOTE" means a Global Note substantially in the
form of Exhibit A that bears the Global Note Legend, that has the "Schedule of
Exchanges of Interests in the Global Note" attached thereto, that is deposited
with or on behalf of and registered in the name of the Depositary or its nominee
and that does not bear the Private Placement Legend.



                                       24
<PAGE>

            "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company that
is designated as an Unrestricted Subsidiary in compliance with Section 4.16 and
any Subsidiary of such Subsidiary.

            "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under
the Securities Act.

            "VOTING STOCK" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election 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:

      (1)   the sum of the products obtained by multiplying (a) the amount of
            each then remaining installment, sinking fund, serial maturity or
            other required payments of principal, including payment at final
            maturity, in respect thereof, by (b) the number of years (calculated
            to the nearest one-twelfth) that will elapse between such date and
            the making of such payment; by

      (2)   the then outstanding principal amount of such Indebtedness.



                                       25
<PAGE>

Section 1.02. Other Definitions.
<TABLE>
<CAPTION>
                                                                        DEFINED IN
                                TERM                                      SECTION
                                ----                                    ----------
<S>                                                                     <C>
"ACT"................................................................     13.14
"AFFILIATE TRANSACTION"..............................................      4.11
"ASSET SALE OFFER"...................................................      4.10
"AUTHENTICATION ORDER"...............................................      2.02
"BASKET PERIOD"......................................................      4.07
"CHANGE OF CONTROL OFFER"............................................      4.14
"CHANGE OF CONTROL PAYMENT"..........................................      4.14
"CHANGE OF CONTROL PAYMENT DATE".....................................      4.14
"COVENANT DEFEASANCE"................................................      8.03
"DTC"................................................................      2.01
"EVENT OF DEFAULT"...................................................      6.01
"EXCESS PROCEEDS"....................................................      4.10
"LEGAL DEFEASANCE"...................................................      8.02
"OFFER AMOUNT".......................................................      3.08
"OFFER PERIOD".......................................................      3.08
"OFFSHORE TRANSACTION"...............................................      2.07
"PAYING AGENT".......................................................      2.04
"PAYMENT DEFAULT"....................................................      6.01
"PERMITTED DEBT".....................................................      4.09
"PURCHASE DATE"......................................................      3.08
"REGISTRAR"..........................................................      2.04
"RELATED PROCEEDINGS"................................................     13.09
"REPURCHASE OFFER"...................................................      3.08
"RESTRICTED PAYMENTS"................................................      4.07
"SPECIFIED COURTS"...................................................     13.09
"SUSPENSION CONDITION"...............................................      4.19
"SUSPENDED COVENANTS"................................................      4.19
</TABLE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

            "OBLIGOR" on the Notes means the Issuers and any successor obligor
upon the Notes.

Section 1.04. Rules of Construction. Unless the context otherwise requires:

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

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



                                       26
<PAGE>

            (c)   "or" is not exclusive;

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

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

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

            (g)   references to sections of or rules under the Securities Act
                  shall be deemed to include substitute, replacement of
                  successor sections or rules adopted by the Commission from
                  time to time.

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be issued in registered form without interest coupons in minimum denominations
of $5,000 and integral multiples of $1,000 in excess thereof.

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture, and the Issuers, 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. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

            (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A (and shall include the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form shall be substantially in the form of Exhibit A
(but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or, if the Custodian and the Trustee are
not the same Person, by the Custodian at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.07 hereof.



                                       27
<PAGE>

            (c) Regulation S Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Legended Regulation S
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for The Depository Trust
Company ("DTC") in New York, New York, and registered in the name of the
Depositary or its nominee for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. Following the termination
of the Restricted Period, beneficial interests in the Legended Regulation S
Global Note may be exchanged for beneficial interests in Unlegended Regulation S
Global Notes pursuant to Section 2.07 and the Applicable Procedures.
Simultaneously with the authentication of Unlegended Regulation S Global Notes,
the Trustee shall cancel any Legended Regulation S Global Notes. The aggregate
principal amount of the Regulation S Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

            (d) Euroclear and Clearstream Procedures Applicable. The provisions
of the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.

Section 2.02. Execution and Authentication.

            The Notes shall be executed on behalf of each Issuer by any one of
the following: its Chairman, Chief Executive Officer, President or Chief
Financial Officer and attested by any of the aforementioned Officers other than
the Officer who executed the Notes or any other Person authorized for such
purpose. The signature of any of these officers on the Notes may be manual or
facsimile.

            If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

            A Note shall not be valid until authenticated by the manual
signature of a duly authorized signatory of the Trustee. Such signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.

            The aggregate principal amount of Notes that may be authenticated
and delivered under this Indenture is unlimited.

            The Issuers may, subject to Article Four of this Indenture and
applicable law, issue Additional Notes under this Indenture. The Notes issued on
the Issue Date and any Additional Notes subsequently issued shall be treated as
a single class for all purposes under this Indenture.

            At any time and from time to time after the execution of this
Indenture, the Trustee shall, upon receipt of a written order of the Issuers
signed by two Officers of each Issuer (an "AUTHENTICATION ORDER"), authenticate
Notes for original issue in an aggregate principal



                                       28
<PAGE>

amount specified in such Authentication Order. The Authentication Order shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated.

            The Trustee may appoint an authenticating agent acceptable to the
Issuers to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuers.

Section 2.03. Methods of Receiving Payments on the Notes.

            If a Holder has given wire transfer instructions to the Company, the
Paying Agent, on behalf of the Issuers, shall pay all principal, interest and
premium, if any, on that Holder's Notes in accordance with those instructions.
All other payments on Notes shall be made at the office or agency of the Paying
Agent and Registrar within the City and State of New York unless the Issuers
elect to make interest payments by check mailed to the Holders at their
addresses set forth in the register of Holders.

Section 2.04. Registrar and Paying Agent.

            (a) The Issuers shall maintain a registrar with an office or agency
where Notes may be presented for registration of transfer or for exchange
("REGISTRAR") and a paying agent with an office or agency where Notes may be
presented for payment ("PAYING AGENT"). The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Issuers may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any successor thereto and co-registrar and the term "Paying
Agent" includes any successor thereto and additional paying agent. The Issuers
may change any Paying Agent or Registrar without prior notice to any Holder. The
Issuers shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

            (b) The Issuers initially appoint DTC to act as Depositary with
respect to the Global Notes.

            (c) The Issuers initially appoint the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.

Section 2.05. Paying Agent to Hold Money in Trust.

            The Issuers shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Issuers in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Issuers at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or one of its Subsidiaries) shall have
no further liability for the money. If the



                                       29
<PAGE>

Company or one of its Subsidiaries acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.06. Holder Lists.

            (a) 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
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Issuers shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuers shall otherwise comply with TIA Section 312(a).

            (b) Every Holder, by receiving and holding the same, agrees with the
Issuers, the Guarantors and the Trustee that none of the Issuers, the Guarantors
or the Trustee or any agent of theirs shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section 312.

Section 2.07. Transfer and Exchange.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Issuers for Definitive Notes if (i) DTC (A) notifies the Issuers that it
is unwilling or unable to continue as Depositary for the Global Notes and the
Issuers fail to appoint a successor Depositary within 90 days after receiving
such notice or (B) has ceased to be a clearing agency registered under the
Exchange Act and the Issuers fail to appoint a successor Depositary within 90
days after becoming aware of such condition; (ii) the Issuers, at their option,
notify the Trustee in writing that they elect to cause the issuance of
Definitive Notes; provided that in no event shall the Legended Regulation S
Global Note be exchanged by the Issuers for Definitive Notes prior to the
expiration of the Restricted Period; or (iii) there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.07(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.07(b) or (c) hereof.



                                       30
<PAGE>

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Legended Regulation S Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than an Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.07(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.07(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar containing information regarding the Person in
      whose name such Definitive Note shall be registered to effect the transfer
      or exchange referred to in (1) above; provided that in no event shall
      Definitive Notes be issued upon the transfer or exchange of beneficial
      interests in the Legended Regulation S Global Note prior to the expiration
      of the Restricted Period. Upon satisfaction of all of the requirements for
      transfer or exchange of beneficial interests in Global Notes contained in
      this Indenture and the Notes or otherwise applicable under the Securities
      Act, the Trustee shall adjust the principal amount at maturity of the
      relevant Global Notes pursuant to Section 2.07(i).

            (iii) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global



                                       31
<PAGE>

      Note if the transfer complies with the requirements of Section 2.07(b)(ii)
      above and the Registrar receives the following:

                  (A) if the transferee shall take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B, including the
            certifications in item (1) thereof; and

                  (B) if the transferee shall take delivery in the form of a
            beneficial interest in a Legended Regulation S Global Note, then the
            transferor must deliver a certificate in the form of Exhibit B,
            including the certifications in item (2) thereof.

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in an Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      Holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.07(b)(ii) above and
      the Registrar receives the following:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            beneficial interest in an Unrestricted Global Note, a certificate
            from such holder in the form of Exhibit C, including the
            certifications in item (1)(a) thereof; or

                  (B) if the holder of such beneficial interest in a Restricted
            Global Note proposes to transfer such beneficial interest to a
            Person who shall take delivery thereof in the form of a beneficial
            interest in an Unrestricted Global Note, a certificate from such
            holder in the form of Exhibit B, including the certifications in
            item (4) thereof;

      and, in each such case set forth in this paragraph (iv), if the Registrar
      or the Issuers so request or if the Applicable Procedures so require, an
      Opinion of Counsel in form reasonably acceptable to the Registrar and the
      Issuers to the effect that such exchange or transfer is in compliance with
      the Securities Act and that the restrictions on transfer contained herein
      and in the Private Placement Legend are no longer required in order to
      maintain compliance with the Securities Act.

            If any such transfer is effected at a time when an Unrestricted
Global Note has not yet been issued, the Issuers shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial interests
transferred.

            Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.



                                       32
<PAGE>

            (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes.

            (i) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. If any holder of a beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Restricted
      Definitive Note or to transfer such beneficial interest to a Person who
      takes delivery thereof in the form of a Restricted Definitive Note, then,
      upon receipt by the Registrar of the following documentation:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Restricted Definitive Note, a certificate from such holder in the
            form of Exhibit C, including the certifications in item (2)(a)
            thereof;

                  (B) if such beneficial interest is being transferred to a QIB
            in accordance with Rule 144A under the Securities Act, a certificate
            to the effect set forth in Exhibit B, including the certifications
            in item (1) thereof;

                  (C) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than that
            listed in subparagraph (B) above, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable; or

                  (D) if such beneficial interest is being transferred to the
            Issuers or any of its Subsidiaries, a certificate to the effect set
            forth in Exhibit B, including the certifications in item (3)(a)
            thereof,

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof,
      and the Issuers shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest in a Restricted Global Note pursuant to this
      Section 2.07(c) shall be registered in such name or names and in such
      authorized denomination or denominations as the holder of such beneficial
      interest shall instruct the Registrar through instructions from the
      Depositary and the Participant or Indirect Participant. The Trustee shall
      deliver such Definitive Notes to the Persons in whose names such Notes are
      so registered. Any Definitive Note issued in exchange for a beneficial
      interest in a Restricted Global Note pursuant to this Section 2.07(c)(i)
      shall bear the Private Placement Legend and shall be subject to all
      restrictions on transfer contained therein.

            (ii) Beneficial Interests in Legended Regulation S Global Note to
      Definitive Notes. A beneficial interest in the Legended Regulation S
      Global Note may not be exchanged for a Definitive Note or transferred to a
      Person who takes delivery thereof in the form of a Definitive Note prior
      to the expiration of the Restricted Period, except in the case of a
      transfer pursuant to an exemption from the registration requirements of
      the Securities Act other than Rule 903 or Rule 904.



                                       33
<PAGE>

            (iii) Beneficial Interests in Restricted Global Notes to
      Unrestricted Definitive Notes. A holder of a beneficial interest in a
      Restricted Global Note may exchange such beneficial interest for an
      Unrestricted Definitive Note or may transfer such beneficial interest to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note only if the Registrar receives the following:

                  (A) if the holder of such beneficial interest in a Restricted
            Global Note proposes to exchange such beneficial interest for a
            Definitive Note that does not bear the Private Placement Legend, a
            certificate from such Holder in the form of Exhibit C, including the
            certifications in item (1)(b) thereof; or

                  (B) if the holder of such beneficial interest in a Restricted
            Global Note proposes to transfer such beneficial interest to a
            Person who shall take delivery thereof in the form of a Definitive
            Note that does not bear the Private Placement Legend, a certificate
            from such Holder in the form of Exhibit B, including the
            certifications in item (4) thereof;

      and, in each such case, if the Registrar or the Issuers so request or if
      the Applicable Procedures so require, an opinion of counsel in form
      reasonably acceptable to the Registrar and the Issuers to the effect that
      such exchange or transfer is in compliance with the Securities Act and
      that the restrictions on transfer contained herein and in the Private
      Placement Legend are no longer required in order to maintain compliance
      with the Securities Act.

            (iv) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.07(b)(ii), the
      Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.07(i), and the
      Issuers shall execute and the Trustee shall authenticate and deliver to
      the Person designated in the instructions a Definitive Note in the
      appropriate principal amount. Any Definitive Note issued in exchange for a
      beneficial interest pursuant to this Section 2.07(c)(iv) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.07(c)(iv) shall not bear the Private Placement Legend.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

            (i) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Notes to a Person
      who takes delivery thereof in the form of a beneficial interest in a



                                       34
<PAGE>

      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a certificate from such Holder in the form of Exhibit
            C, including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A, a certificate to the effect set
            forth in Exhibit B, including the certifications in item (1)
            thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an "OFFSHORE TRANSACTION" in accordance with
            Rule 903 or Rule 904, a certificate to the effect set forth in
            Exhibit B, including the certifications in item (2) thereof; or

                  (D) if such Restricted Definitive Note is being transferred to
            the Issuers or any of its Subsidiaries, a certificate to the effect
            set forth in Exhibit B, including the certifications in item (3)(a)
            thereof,

      the Trustee shall cancel the Restricted Definitive Note, and increase or
      cause to be increased the aggregate principal amount of, in the case of
      clause (A) above, the appropriate Restricted Global Note, in the case of
      clause (B) above, the 144A Global Note, and in the case of clause (C)
      above, the Regulation S Global Note.

            (ii) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if: the Registrar receives the following:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in the Unrestricted
            Global Note, a certificate from such Holder in the form of Exhibit
            C, including the certifications in item (1)(c) thereof; or

                  (B) if the Holder of such Restricted Definitive Note proposes
            to transfer such Note to a Person who shall take delivery thereof in
            the form of a beneficial interest in the Unrestricted Global Note, a
            certificate from such Holder in the form of Exhibit B, including the
            certifications in item (4) thereof;

      and, in each such case, if the Registrar or the Issuers so request or if
      the Applicable Procedures so require, an Opinion of Counsel in form
      reasonably acceptable to the Registrar and the Issuers to the effect that
      such exchange or transfer is in compliance with the Securities Act and
      that the restrictions on transfer contained herein and in the Private
      Placement Legend are no longer required in order to maintain compliance
      with the Securities Act.



                                       35
<PAGE>

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes
      and increase or cause to be increased the aggregate principal amount of
      the Unrestricted Global Note.

            (iii) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Unrestricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii) or (iii) above at
a time when an Unrestricted Global Note has not yet been issued, the Issuers
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

            (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer shall be made pursuant to Rule 144A under
            the Securities Act, then the transferor must deliver a certificate
            in the form of Exhibit B, including the certifications in item (1)
            thereof; and

                  (B) if the transfer shall be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B, including the certifications, certificates and Opinion of
            Counsel required by item (3) thereof, if applicable.

            (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted



                                       36
<PAGE>

      Definitive Note or transferred to a Person or Persons who take delivery
      thereof in the form of an Unrestricted Definitive Note if the Registrar
      receives the following:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for an Unrestricted Definitive Note, a
            certificate from such Holder in the form of Exhibit C, including the
            certifications in item (1)(d) thereof; or

                  (B) if the Holder of such Restricted Definitive Note proposes
            to transfer such Note to a Person who shall take delivery thereof in
            the form of an Unrestricted Definitive Note, a certificate from such
            Holder in the form of Exhibit B, including the certifications in
            item (4) thereof;

      and, in each such case, if the Registrar so requests, an Opinion of
      Counsel in form reasonably acceptable to the Issuers to the effect that
      such exchange or transfer is in compliance with the Securities Act and
      that the restrictions on transfer contained herein and in the Private
      Placement Legend are no longer required in order to maintain compliance
      with the Securities Act.

            (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

            (f) [Intentionally omitted].

            (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

            (i) Private Placement Legend. Except as permitted below, each Global
      Note and each Definitive Note (and all Notes issued in exchange therefor
      or substitution thereof) shall bear the legend in substantially the
      following form:

            THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE
            NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE
            HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS
            ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE



                                       37
<PAGE>

            LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
            THE Issuers OR ANY AFFILIATE OF THE Issuers were THE OWNER OF THIS
            NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS
            NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION
            TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
            THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
            THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES AND GUARANTEES ARE
            ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
            ("RULE 144A") TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
            INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
            OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
            WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
            RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
            OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
            UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
            EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
            SUBJECT TO THE Issuers' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
            OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END
            OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
            REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
            PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE
            DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
            INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE
            FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
            FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
            TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
            REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

            Notwithstanding the foregoing, any Global Note or Definitive Note
      issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii),
      (d)(iii), (e)(ii) or (e)(iii) to this Section 2.07 (and all Notes issued
      in exchange therefor or substitution thereof) shall not bear the Private
      Placement Legend.

            (ii) Global Note Legend. Each Global Note shall bear a legend in
      substantially the following form:

            THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
            MAKE SUCH



                                       38
<PAGE>

            NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE
            INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
            IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS
            GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
            PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
            MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
            CONSENT OF THE Issuers.

            (h) Regulation S Global Note Legend. The Regulation S Global Note
shall bear a legend in substantially the following form:

            THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE
            CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR definitive
            NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

            (i) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.12 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who shall take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (j) General Provisions Relating to Transfers and Exchanges.

            (i) To permit registrations of transfers and exchanges, the
       Issuers each shall execute and the Trustee shall authenticate Global
       Notes and Definitive Notes upon the Issuers' order or at the Registrar's
       request.

            (ii) No service charge shall be made to a Holder of a
       beneficial interest in a Global Note or to a Holder of a Definitive Note
       for any registration of transfer or exchange, but the Issuers 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 exchange or
       transfer pursuant to Sections 2.11, 3.06, 3.08, 4.10, 4.14 and 9.05).



                                       39
<PAGE>

                  (iii) The Registrar shall not be required to register the
            transfer of or exchange any Note selected for redemption in whole or
            in part, except the unredeemed portion of any Note being redeemed in
            part.

                  (iv) All Global Notes and Definitive Notes issued upon any
            registration of transfer or exchange of Global Notes or Definitive
            Notes shall be the valid and legally binding obligations of the
            Issuers, evidencing the same debt, and entitled to the same benefits
            under this Indenture, as the Global Notes or Definitive Notes
            surrendered upon such registration of transfer or exchange.

                  (v) The Issuers shall not be required (A) to issue, to
            register the transfer of or to exchange any Notes during a period
            beginning at the opening of business 15 days before the day of any
            selection of Notes for redemption under Section 3.02 and ending at
            the close of business on the day of selection, (B) to register the
            transfer of or to exchange any Note so selected for redemption in
            whole or in part, except the unredeemed portion of any Note being
            redeemed in part, (C) to register the transfer of or to exchange a
            Note between a record date and the next succeeding interest payment
            date or (D) to register the transfer of or to exchange a Note
            tendered and not withdrawn in connection with a Change of Control
            Offer or an Asset Sale Offer.

                  (vi) Prior to due presentment for the registration of a
            transfer of any Note, the Trustee, any Agent and the Issuers may
            deem and treat the Person in whose name any Note is registered as
            the absolute owner of such Note for the purpose of receiving all
            payments of principal of and interest on such Notes and for all
            other purposes, and none of the Trustee, any Agent or the Issuers
            shall be affected by notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
            Definitive Notes in accordance with the provisions of Section 2.02.

                  (viii) All certifications, certificates and Opinions of
            Counsel required to be submitted to the Registrar pursuant to this
            Section 2.07 to effect a registration of transfer or exchange may be
            submitted by facsimile.

Section 2.08. Replacement Notes.

            (a) If any mutilated Note is surrendered to the Trustee or the
Issuers and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the
Issuers, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Issuers may charge for their expenses in replacing a
Note.

            (b) Every replacement Note is an additional obligation of the
Issuers and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.



                                       40
<PAGE>

Section 2.09. Outstanding Notes.

            (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.10, a Note
does not cease to be outstanding because the Issuers or an Affiliate of the
Issuers holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b).

            (b) If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser or protected purchaser.

            (c) If the principal amount of any Note is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

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

Section 2.10. Treasury Notes.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Issuers, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuers, shall be considered as
though 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 that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

Section 2.11. Temporary Notes.

            (a) Until certificates representing Notes are ready for delivery,
the Issuers may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Issuers consider appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

            (b) Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

Section 2.12. Cancellation.

            The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for



                                       41
<PAGE>

registration of transfer, exchange or payment. The Trustee and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall dispose of canceled Notes in accordance
with its procedures for the disposition of canceled securities in effect as of
the date of such disposition (subject to the record retention requirement of the
Exchange Act). Certification of the disposition of all canceled Notes shall be
delivered to the Issuers upon their written request. The Issuers may not issue
new Notes to replace Notes that they have paid or that have been delivered to
the Trustee for cancellation.

Section 2.13. Defaulted Interest.

            If the Issuers default in a payment of interest on the Notes, such
interest and interest on such defaulted interest shall forthwith cease to be
payable to the Holder on the record date set forth in the Notes by virtue of
having been such Holder and the Issuers shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01. The Issuers
shall notify the Trustee in writing of the amount of defaulted interest proposed
to be paid on each Note and the date of the proposed payment. The Issuers shall
fix or cause to be fixed each such special record date and payment date,
provided that no such special record date shall be less than 10 days prior to
the related payment date for such defaulted interest. At least 10 days before
the special record date, the Issuers (or, upon the written request of the
Issuers, the Trustee in the name and at the expense of the Issuers) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

Section 2.14. CUSIP Numbers.

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

                                  ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee.

            If the Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, they shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.



                                       42
<PAGE>

Section 3.02. Selection of Notes to Be Redeemed.

            (a) If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes for redemption as follows:

            (i) if the Notes are listed on any national securities exchange, in
      compliance with the requirements of such principal national securities
      exchange; or

            (ii) if the Notes are not so listed, on a pro rata basis, by lot or
      by such method as the Trustee shall deem appropriate.

In the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

            (b) The Trustee shall promptly notify the Issuers in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount at maturity thereof to be redeemed. No Notes in
amounts of $5,000 or less shall be redeemed in part. Notes and portions of Notes
selected shall be in amounts of $5,000 or whole multiples of $5,000; except that
if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $5,000, shall be
redeemed. Except as provided in the preceding sentence, 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.

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

            The notice shall identify the Notes to be redeemed and shall state:

            (i) the redemption date;

            (ii) the redemption price;

            (iii) if any Note is being redeemed in part, the portion of the
      principal amount thereof to be redeemed and that, after the redemption
      date upon surrender of such Note, a new Note or Notes in principal amount
      equal to the unredeemed portion of the original Note shall be issued in
      the name of the Holder thereof upon cancellation of the original Note;

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

            (v) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price and become due on the date
      fixed for redemption;



                                       43
<PAGE>

            (vi) that, unless the Issuers default in making such redemption
      payment, interest, if any, on Notes called for redemption ceases to accrue
      on and after the redemption date;

            (vii) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and

            (viii) that no representation is made as to the correctness or
      accuracy of the CUSIP number, if any, listed in such notice or printed on
      the Notes.

            (b) At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense; provided, however, that
the Issuers shall have delivered to the Trustee, at least 35 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

Section 3.04. Effect of Notice of Redemption.

            Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. Interest, if any, on Notes called for
redemption ceases to accrue on and after the redemption date, unless the Issuers
default in making the applicable redemption payment. A notice of redemption may
not be conditional.

Section 3.05. Deposit of Redemption Price.

            (a) Not later than 12:00 p.m. (noon) Eastern Time on the redemption
date, the Issuers shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued and unpaid interest on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Issuers any money deposited with the Trustee or the
Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest on, all Notes to be
redeemed.

            (b) If the Issuers comply with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Issuers to comply with the preceding
paragraph, interest shall be paid on the unpaid principal from the redemption
date until such principal is paid and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01.



                                       44
<PAGE>

Section 3.06. Notes Redeemed in Part.

            Upon surrender and cancellation of a Note that is redeemed in part,
the Issuers shall issue and the Trustee shall authenticate for the Holder at the
expense of the Issuers a new Note equal in principal amount to the unredeemed
portion of the Note surrendered. No Notes in denominations of $5,000 or less
shall be redeemed in part.

Section 3.07. Optional Redemption.

            (a) Except as set forth in clauses (b) and (c) of this Section 3.07,
the Issuers shall not have the option to redeem the Notes pursuant to this
Section 3.07 prior to September 1, 2008. On or after September 1, 2008, the
Issuers may redeem all or a part of the Notes at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest thereon, to the applicable redemption date, if redeemed during
the twelve-month period beginning on September 1 of the years indicated below:

<TABLE>
<CAPTION>
           YEAR                      PERCENTAGE
<S>                                  <C>
2008........................          104.375%
2009........................          102.188%
2010 and thereafter.........          100.000%
</TABLE>

            (b) At any time prior to September 1, 2007, the Issuers may redeem
up to 35% of the aggregate principal amount of the Notes issued hereunder
(including any Additional Notes) at a redemption price of 108.75% of the
principal amount thereof, plus accrued and unpaid interest thereon to the
redemption date, with the net cash proceeds of one or more Qualified Equity
Offerings; provided that:

            (i) at least 65% of the aggregate principal amount of the Notes
      issued hereunder (including any Additional Notes) remains outstanding
      immediately after the occurrence of such redemption (excluding, for
      purposes of such calculation, Notes held by the Company or its
      Subsidiaries); and

            (ii) the redemption must occur within 90 days of the date of the
      closing of such Qualified Equity Offering.

            (c) If at any time prior to September 1, 2008:

            (i) (A) the Company has made an Asset Sale Offer for 50% or more of
      the outstanding Notes in compliance with Section 4.10, (B) the Company has
      purchased all Notes tendered and (C) less than all of the outstanding
      Notes have been tendered and purchased pursuant to such Asset Sale Offer;
      or

            (ii) the Company or a Restricted Subsidiary thereof has entered into
      a binding agreement related to a transaction that is subject to Section
      5.01 pursuant to which the Company or any of its Restricted Subsidiaries
      is entitled to receive net proceeds in excess of the sum of the principal
      amount of all secured Indebtedness and Notes outstanding at such time,



                                       45
<PAGE>

then the Company may redeem all or part of the Notes at a redemption price equal
to the sum of (A) 100% of the principal amount thereof, plus (B) the Applicable
Premium as of the date of redemption, plus (C) accrued and unpaid interest, if
any, to the date of redemption.

            (d) Any redemption pursuant to this Section 3.07 shall be made in
accordance with the provisions of Sections 3.01 through 3.06.

Section 3.08. Repurchase Offers.

            In the event that, pursuant to Section 4.10 or Section 4.14, the
Issuers shall be required to commence an offer to all Holders to purchase all or
a portion of their respective Notes (a "REPURCHASE OFFER"), they shall follow
the procedures specified in such Sections and, to the extent not inconsistent
therewith, the procedures specified below.

            The Repurchase Offer shall remain open for a period of no less than
30 days and no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than three Business Days after the termination of the Offer Period (the
"PURCHASE DATE"), the Issuers shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "OFFER
AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Repurchase Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

            If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Repurchase Offer.

            Upon the commencement of a Repurchase Offer, the Issuers shall send,
by first class mail, a notice to each of the Holders, 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 Repurchase Offer. The
Repurchase Offer shall be made to all Holders. The notice, which shall govern
the terms of the Repurchase Offer, shall state:

            (i) that the Repurchase Offer is being made pursuant to this Section
      3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the
      Repurchase Offer shall remain open;

            (ii) the Offer Amount, the purchase price and the Purchase Date;

            (iii) that any Note not tendered or accepted for payment shall
      continue to accrue interest;

            (iv) that, unless the Issuers default in making such payment, any
      Note (or portion thereof) accepted for payment pursuant to the Repurchase
      Offer shall cease to accrue interest after the Purchase Date;



                                       46
<PAGE>

            (v) that Holders electing to have a Note purchased pursuant to a
      Repurchase Offer may elect to have Notes purchased in integral multiples
      of $5,000 only and integral multiples of $1,000 in excess thereof;

            (vi) that Holders electing to have a Note purchased pursuant to any
      Repurchase Offer shall be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" on the reverse of the Note
      completed, or transfer by book-entry transfer, to the Issuers, a
      depositary, if appointed by the Issuers, or a Paying Agent at the address
      specified in the notice at least three days before the Purchase Date;

            (vii) that Holders shall be entitled to withdraw their election if
      the Issuers, a depositary, if appointed by the Issuers, or the Paying
      Agent, as the case may be, receives, not later than the expiration of the
      Offer Period, a facsimile transmission or letter setting forth the name of
      the Holder, the principal amount of the Note the Holder delivered for
      purchase and a statement that such Holder is withdrawing his election to
      have such Note purchased;

            (viii) that, if the aggregate amount of Notes surrendered by Holders
      exceeds the Offer Amount, the Trustee shall, subject in the case of a
      Repurchase Offer made pursuant to Section 4.10, select the Notes to be
      purchased on a pro rata basis (with such adjustments as may be deemed
      appropriate by the Trustee so that only Notes in denominations of $5,000,
      or integral multiples of $1,000 in excess thereof, shall be purchased);
      and

            (ix) that Holders whose Notes were purchased only in part shall be
      issued new Notes equal in principal amount to the unpurchased portion of
      the Notes surrendered (or transferred by book-entry transfer).

            On the Purchase Date, the Issuers shall, to the extent lawful,
subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the
provisions of Section 4.10, accept for payment on a pro rata basis to the extent
necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to
the Repurchase Offer, or if less than the Offer Amount has been tendered, all
Notes tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Notes (or portions thereof) were accepted for payment by the
Issuers in accordance with the terms of this Section 3.08. The Issuers, a
Depositary, if appointed by the Issuers, or the Paying Agent, as the case may
be, shall promptly (but in any case not later than three days after the Purchase
Date) mail or deliver to each tendering Holder an amount equal to the purchase
price of Notes tendered by such Holder, as the case may be, and accepted by the
Issuers for purchase, and the Issuers shall promptly issue a new Note. The
Trustee, upon written request from the Issuers shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount at maturity equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Issuers to the respective Holder thereof.
The Issuers shall publicly announce the results of the Repurchase Offer on the
Purchase Date.

            The Issuers 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 or regulations are applicable in connection with the repurchase
of the Notes pursuant to a



                                       47
<PAGE>

Repurchase Offer. To the extent that the provisions of any securities laws or
regulations conflict with Section 3.08, 4.10 or 4.14, the Issuers shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of such
compliance.

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes.

            (a) The Issuers shall pay or cause to be paid the principal of, and
premium, if any, and interest on, the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or one of its Subsidiaries, holds as of 12:00 p.m. (noon) Eastern Time on the
due date money deposited by the Issuers in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.

            (b) The Issuers shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful. The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the
same rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

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

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

            (c) The Issuers hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Issuers in accordance with Section
2.04 of this Indenture.



                                       48
<PAGE>

Section 4.03. Reports.

            (a) So long as any Notes are outstanding, the Company shall provide
the Trustee and the Holders of the Notes, within the time periods specified in
the Commission's rules and regulations, all quarterly and annual financial
information that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were required to file such
Forms, including:

            (i) a "Management's Discussion and Analysis of Financial Condition
      and Results of Operations;"

            (ii) a presentation of Consolidated Cash Flow for each period
      presented; and

            (iii) with respect to the annual information only, a report on the
      annual financial statements by the Company's certified independent
      accountant;

provided, however, that (A) such reports shall not be required to contain
separate financial statements for any Guarantors other than condensed
consolidating footnote disclosure containing information with respect to
Guarantors and Subsidiaries that are not Guaranteeing the Notes, in each case on
an aggregate basis and (B) such reports shall not be required to comply with the
rules, regulations and policies of the Commission with respect to any non-GAAP
financial measures contained therein.

            (b) In addition, if the Distribution has not been consummated on or
prior to January 1, 2005 and at all times thereafter until the Distribution has
been consummated, the Company shall:

            (i) provide the Trustee and the Holders, within 10 Business Days,
      all current reports that would be required to be filed with the Commission
      on Form 8-K (other than (x) with respect to any entry into or termination
      of any agreement for the acquisition of film rights, (y) with respect to
      any entry into or termination of any affiliation agreement that would not
      have a material impact on the Company and its Restricted Subsidiaries and
      (z) Item 5.02 thereof) if the Company were required to file such reports;

            (ii) hold a quarterly conference call for the Holders to discuss the
      information contained in the annual and quarterly reports required under
      this Section 4.03 not later than 5 Business Days from the time the Company
      distributes such information to the Holders;

            (iii) no fewer than 3 Business Days prior to the date of the
      conference call required to be held in accordance with clause (ii) above,
      issue a press release to the appropriate wire services announcing the time
      and date of such conference call and directing the Holders, prospective
      investors and securities analysts to contact the investor relations office
      of the Company to obtain such information or to access such conference
      call; and

            (iv) either (A) maintain a non-public website to which Holders,
      prospective investors and securities analysts are given access and to
      which such information and



                                       49
<PAGE>

      conference call access details are posted or (B) distribute via electronic
      mail such information and conference call details to Holders, prospective
      investors and securities analysts who request to receive such
      distributions.

            (c) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries under this Indenture and such Subsidiaries together
would constitute a Significant Subsidiary, then the quarterly and annual
financial information required by this Section 4.03 shall include a reasonably
detailed presentation, 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," of 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.

            (d) For so long as any Notes remain outstanding, the Company and the
Guarantors shall furnish to the Holders and to prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.04. Compliance Certificate.

            (a) The Issuers shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Issuers have kept, observed, performed and fulfilled
their obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to his or her knowledge, the Issuers have
kept, observed, performed and fulfilled their obligations under this Indenture
and are not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Issuers are taking or
propose to take with respect thereto) and that to his or her knowledge no event
has occurred and remains in existence by reason of which payments on account of
the principal of or interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Issuers are
taking or proposes to take with respect thereto.

            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the Public Accounting
Oversight Board or any other body that may oversee independent public
accountants' practices, and so long as permitted to be delivered pursuant to
such independent public accountants' internal rules and guidelines, the year-end
financial statements delivered pursuant to Section 4.03(a)(i) above shall be
accompanied by a written statement of the Company's independent public
accountants (which shall be a firm of established national reputation) that in
making the examination necessary for



                                       50
<PAGE>

certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has failed to comply with the
Company's financial covenants set forth in Sections 8.8 through 8.11 of the
Credit Agreement or, if an event of noncompliance has come to their attention,
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) The Issuers shall, so long as any of the Notes are outstanding,
deliver to the Trustee, promptly after any Officer becomes aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Issuers are taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

            The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, any taxes, assessments, and governmental levies
except such as are contested in good faith or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

            The Issuers and each of the Guarantors covenant (to the extent that
they may lawfully do so) that they shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Issuers and each of the Guarantors (to the extent that they may lawfully do so)
hereby expressly waive all benefit or advantage of any such law, and covenants
that they shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.

Section 4.07. Restricted Payments.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

            (i) declare or pay any dividend or make any other payment or
      distribution on account of the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company or
      any of its Restricted Subsidiaries) or to the direct or indirect holders
      of the Company's or any of its Restricted Subsidiaries' Equity Interests
      in their capacity as such (other than dividends, payments or distributions
      payable in Equity Interests (other than Disqualified Stock) of the Company
      or dividends, payments or distributions payable to the Company or a
      Restricted Subsidiary of the Company);

            (ii) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the



                                       51
<PAGE>

      Company) any Equity Interests of the Company or any Restricted Subsidiary
      of the Company held by Persons other than the Company or any of its
      Restricted Subsidiaries;

            (iii) purchase, redeem, defease or otherwise acquire or retire for
      value any Indebtedness that is subordinated to the Notes or the Note
      Guarantees, except (i) a payment of interest thereon or principal at the
      Stated Maturity thereof or (ii) the purchase, redemption, defeasance or
      other acquisition or retirement of any such Indebtedness in anticipation
      of satisfying a sinking fund obligation or payment of principal at the
      Stated Maturity thereof, in each case, due within one year of the date of
      such purchase, redemption, defeasance or other acquisition or retirement;
      or

            (iv) make any Restricted Investment;

(all such payments and other actions set forth in Section 4.07(a)(i) through
(iv) being collectively referred to as "RESTRICTED PAYMENTS"), unless, at the
time of and after giving effect to such Restricted Payment:

            (A) no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof;

            (B) the Company would, at the time of such Restricted Payment and
         after giving pro forma effect thereto, have been permitted to incur at
         least $1.00 of additional Indebtedness pursuant to the Consolidated
         Leverage Ratio test set forth in Section 4.09(a) and

            (C) such Restricted Payment, together with the aggregate amount of
         all other Restricted Payments made by the Company and its Restricted
         Subsidiaries after the date of this Indenture (excluding Restricted
         Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (vii),
         (viii), (ix), (x) or (xi) of Section 4.07(b)), is less than the sum,
         without duplication, of:

                  (1) an amount equal to the Company's Consolidated Cash Flow
            for the period (taken as one accounting period) from July 1, 2004 to
            the end of the Company's most recently ended fiscal quarter for
            which internal financial statements are available at the time of
            such Restricted Payment (the "BASKET PERIOD") less the product of
            (x) 1.4 and (y) the Company's Fixed Charges for the Basket Period;
            plus

                  (2) 100% of the aggregate net cash proceeds received by the
            Company since the date of this Indenture as a contribution to its
            common equity capital or from the issue or sale of Equity Interests
            (other than Disqualified Stock) of the Company or from the issue or
            sale of Disqualified Stock or debt securities of the Company that
            have been converted into or exchanged for such Equity Interests
            (other than Equity Interests (or Disqualified Stock or debt
            securities) sold to a Restricted Subsidiary of the Company); plus

                  (3) with respect to Restricted Investments made by the Company
            and its Restricted Subsidiaries after the date of this Indenture, an
            amount equal to the



                                       52
<PAGE>

            aggregate net cash proceeds from the sale of such Restricted
            Investment, except to the extent that any such proceeds are included
            in the calculation of Consolidated Cash Flow; plus

                  (4) to the extent that any Unrestricted Subsidiary that was
            designated as such after the date of this Indenture is redesignated
            as a Restricted Subsidiary of the Company, the Fair Market Value (as
            determined, if such Subsidiary is not an Insignificant Subsidiary,
            by the Board of Directors) of the Company's Investments in such
            Subsidiary as of the date of such redesignation, not to exceed the
            amount of Restricted Investments previously made by the Company or
            any Restricted Subsidiary of the Company in such Unrestricted
            Subsidiary.

            (b) Section 4.07(a) shall not prohibit:

            (i) the payment of any dividend within 60 days after the date of
      declaration thereof, if at said date of declaration such payment would
      have complied with the provisions of this Indenture;

            (ii) the redemption, repurchase, retirement, defeasance or other
      acquisition of any Indebtedness of the Company, Co-Issuer Corp. or any
      Guarantor that is subordinated to the Notes or Note Guarantees or of any
      Equity Interests of the Company or any Restricted Subsidiary of the
      Company in exchange for, or out of the net cash proceeds of a contribution
      to the common equity of the Company or a substantially concurrent sale
      (other than to a Restricted Subsidiary of the Company) of, Equity
      Interests (other than Disqualified Stock) of the Company; provided that
      the amount of any such net cash proceeds that are utilized for any such
      redemption, repurchase, retirement, defeasance or other acquisition shall
      be excluded from Section 4.07(a)(C)(2);

            (iii) the redemption, repurchase, retirement, defeasance or other
      acquisition of Indebtedness of the Company, Co-Issuer Corp. or any
      Guarantor that is subordinated to the Notes or Note Guarantees with the
      net cash proceeds from an incurrence of Permitted Refinancing
      Indebtedness;

            (iv) the redemption, repurchase, retirement, conversion, exchange or
      other acquisition of Preferred Stock of any Restricted Subsidiary of the
      Company in exchange for or out of the net cash proceeds of a substantially
      concurrent issuance or sale of Equity Interests (other than Disqualified
      Stock) of the Restricted Subsidiary of the Company that issued the
      Preferred Stock being redeemed, repurchased, retired or otherwise
      acquired; provided that the liquidation or face value of such Equity
      Interests proposed to be issued does not exceed the liquidation or face
      value of the Preferred Stock being redeemed, repurchased, retired,
      converted, exchanged or otherwise acquired (plus all accrued dividends
      thereon and the amount of any reasonable premium and other amounts
      necessary to accomplish such refinancing and such reasonable fees and
      expenses incurred in connection therewith);

            (v) the payment of any dividend by a Restricted Subsidiary of the
      Company to the holders of its common Equity Interests on a pro rata basis;



                                       53
<PAGE>

            (vi) Investments acquired as a capital contribution to, or in
      exchange for, or out of the net cash proceeds of a substantially
      concurrent offering of, Equity Interests (other than Disqualified Stock)
      of the Company; provided that the amount of any such net cash proceeds
      that are utilized for any such acquisition or exchange shall be excluded
      from Section 4.07(a)(C)(2);

            (vii) the declaration and payment of dividends or distributions on
      AMC Preferred Stock (and any Preferred Stock issued in exchange therefor
      or issued to redeem, repurchase, retire or otherwise acquire AMC Preferred
      Stock, in each case, pursuant to Section 4.07(b)(iv) above) solely in the
      form of additional Equity Interests (other than Disqualified Stock);

            (viii) the repurchase of Capital Stock deemed to occur upon the
      exercise of options or warrants to the extent that such Capital Stock
      represents all or a portion of the exercise price thereof;

            (ix) so long as no Default has occurred and is continuing or would
      be caused thereby, payments to any direct or indirect parent of the
      Company to provide for operating costs and expenses and capital
      expenditures of such direct or indirect parent, including, without
      limitation, in respect of directors' fees and expenses, administrative,
      legal and accounting services and costs and expenses with respect to
      filings with the Commission; provided that the aggregate amount of such
      dividends and other distributions, together with all other direct or
      indirect payments by the Company or any of its Restricted Subsidiaries on
      account of such costs and expenses, in any calendar year shall not exceed
      $20.0 million for calendar years 2004, 2005 and 2006 and $15.0 million for
      each calendar year thereafter;

            (x) so long as no Default has occurred and is continuing or would be
      caused thereby, the payment of dividends or other distributions to any
      direct or indirect parent of the Company; provided that the aggregate
      amount of such dividends and other distributions shall not, since the date
      of this Indenture, exceed $325.0 million; or

            (xi) the distribution of the proceeds of the issuance of the Notes
      and borrowings under the Credit Agreement to the extent described in the
      Offering Memorandum under the section entitled "Use of Proceeds."

            (c) The amount of all Restricted Payments (other than cash) shall be
the Fair Market Value (as determined by the Board of Directors) on the date of
the Restricted Payment of the assets or securities proposed to be transferred or
issued to or by the Company or such Subsidiary, as the case may be, pursuant to
the Restricted Payment. Not later than the date of making any Restricted Payment
(other than cash) with a Fair Market Value (as determined by the Board of
Directors) in excess of $25.0 million, the Company shall deliver to the Trustee
an Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed.

            (d) If the Company or a Restricted Subsidiary of the Company makes a
Restricted Payment that, at the time of the making of such Restricted Payment,
would, in the Company's



                                       54
<PAGE>

good faith determination, be permitted under the requirements of this Section
4.07, such Restricted Payment shall be deemed to have been made in compliance
with this Section 4.07 notwithstanding any subsequent adjustments made in good
faith to the Company's financial statements for any period affecting the
calculations set forth above with respect to such Restricted Payment.

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to:

            (i) pay dividends or make any other distributions on its Capital
      Stock (or with respect to any other interest or participation in, or
      measured by, its profits) to the Company or any of its Restricted
      Subsidiaries or pay any Indebtedness owed to the Company or any of its
      Restricted Subsidiaries;

            (ii) make loans or advances to the Company or any of its Restricted
      Subsidiaries; or

            (iii) transfer any of its properties or assets to the Company or any
      of its Restricted Subsidiaries.

            (b) The restrictions in paragraph (a) above shall not apply to
encumbrances or restrictions:

            (i) existing under, by reason of or with respect to the Credit
      Agreement, Existing Indebtedness or any other agreements in effect on the
      date of this Indenture and any amendments, modifications, restatements,
      renewals, extensions, supplements, refundings, replacements or
      refinancings thereof, provided that the encumbrances and restrictions in
      any such amendments, modifications, restatements, renewals, extensions,
      supplements, refundings, replacements or refinancings are not materially
      more restrictive, taken as a whole, than those contained in the Credit
      Agreement, Existing Indebtedness or such other agreements, as the case may
      be, as in effect on the date of this Indenture;

            (ii) set forth in this Indenture, the Notes and the Note Guarantees;

            (iii) existing under, by reason of or with respect to applicable
      law, rule, regulation or order;

            (iv) with respect to any Person or the property or assets of a
      Person acquired by the Company or any of its Restricted Subsidiaries
      existing at the time of such acquisition and not incurred in connection
      with or in contemplation of such acquisition, which encumbrance or
      restriction is not applicable to any Person or the properties or assets of
      any Person, other than the Person, or the property or assets of the
      Person, so acquired and any amendments, modifications, restatements,
      renewals, extensions, supplements, refundings, replacements or
      refinancings thereof, provided that the encumbrances and restrictions in
      any such amendments, modifications, restatements,



                                       55
<PAGE>

      renewals, extensions, supplements, refundings, replacements, or
      refinancings are not materially more restrictive, taken as a whole, than
      those in effect on the date of the acquisition;

            (v) in the case of Section 4.08(a)(iii):

                  (A) that restrict in a customary manner the subletting,
            assignment or transfer of any property or asset that is a lease,
            license, conveyance or contract or similar property or asset;

                  (B) existing by virtue of any transfer of, agreement to
            transfer, option or right with respect to, or Lien on, any property
            or assets of the Company or any Restricted Subsidiary thereof not
            otherwise prohibited by this Indenture; or

                  (C) arising or agreed to in the ordinary course of business,
            not relating to any Indebtedness, and that do not, individually or
            in the aggregate, materially detract from the value of property or
            assets of the Company or any Restricted Subsidiary thereof;

            (vi) existing under, by reason of or with respect to any agreement
      for the sale or other disposition of all or substantially all of the
      capital stock of, or property and assets of, a Restricted Subsidiary that
      restrict distributions by that Restricted Subsidiary pending such sale or
      other disposition;

            (vii) restrictions on cash or other deposits or net worth imposed by
      customers or lessors or required by insurance, surety or bonding
      companies, in each case, under contracts, leases or other agreements
      entered into in the ordinary course of business; and

            (viii) existing under, by reason of or with respect to customary
      supermajority voting provisions and customary provisions with respect to
      the disposition or distribution of assets or property, in each case
      contained in joint venture, partnership, or limited liability company
      agreements.

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness
(including Acquired Debt), and the Company shall not permit any of its
Restricted Subsidiaries to issue any Preferred Stock; provided, however, that
the Company or any Guarantor may incur Indebtedness at any time prior to January
1, 2009 if the Company's Consolidated Leverage Ratio at the time of the
incurrence of such Indebtedness is less than 7.0 to 1.0 and, at any time on or
after January 1, 2009, if the Company's Consolidated Leverage Ratio at the time
of the incurrence of such Indebtedness is less than 6.0 to 1.0.

            (b) So long as no Default would be caused thereby, Section 4.09(a)
shall not prohibit the incurrence or issuance of any of the following
(collectively, "PERMITTED DEBT"):



                                       56
<PAGE>

            (i) the incurrence by the Company of Indebtedness under Credit
      Facilities (and the incurrence by Co-Issuer Corp. and the Guarantors of
      Guarantees thereof) in an aggregate principal amount at any one time
      outstanding pursuant to this clause (i) (with letters of credit being
      deemed to have a principal amount equal to the maximum potential liability
      of the Company and its Restricted Subsidiaries thereunder) not to exceed
      $950.0 million, less the aggregate amount of all Net Proceeds of Asset
      Sales applied by the Company or any Restricted Subsidiary of the Company
      to permanently repay any such Indebtedness pursuant to Section 4.10;

            (ii) the incurrence of Existing Indebtedness;

            (iii) the incurrence by the Issuers and the Guarantors of
      Indebtedness represented by the Notes and the related Note Guarantees to
      be issued on the date of this Indenture;

            (iv) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      for the purpose of financing all or any part of the purchase price or cost
      of construction or improvement of property, plant or equipment used in the
      business of the Company or such Restricted Subsidiary, in an aggregate
      principal amount, including all Permitted Refinancing Indebtedness
      incurred to refund, refinance or replace any Indebtedness incurred
      pursuant to this clause (iv), not to exceed $60.0 million at any time
      outstanding;

            (v) the incurrence by the Company or any Restricted Subsidiary of
      the Company of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to refund, refinance or replace
      Indebtedness (other than intercompany Indebtedness) that was permitted by
      this Indenture to be incurred under this Section 4.09(a) or clauses (ii),
      (iii), (iv), (v) or (xii) of this Section 4.09(b);

            (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness owing to and held by the Company
      or any of its Restricted Subsidiaries; provided, however, that:

              (a) if the Company or any Guarantor is the obligor on such
                  Indebtedness and such Indebtedness is held by a Person that is
                  not the Company, Co-Issuer Corp. or a Guarantor, such
                  Indebtedness must be unsecured and expressly subordinated to
                  the prior payment in full in cash of all Obligations with
                  respect to the Notes, in the case of the Company, or the Note
                  Guarantee, in the case of a Guarantor;

              (b) Indebtedness owed to the Company or any Guarantor must be
                  evidenced by an unsubordinated promissory note, unless the
                  obligor under such Indebtedness is the Company or a Guarantor;
                  and

              (c) (i) any subsequent issuance or transfer of Equity Interests
                  that results in any such Indebtedness being held by a Person
                  other than the Company or a Restricted Subsidiary thereof and
                  (ii) any sale or other transfer of any



                                       57
<PAGE>


                  such Indebtedness to a Person that is not either the Company
                  or a Restricted Subsidiary thereof, shall be deemed, in each
                  case, to constitute an incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this clause (vi);

            (vii) the issuance of shares of Preferred Stock by any of the
      Company's Restricted Subsidiaries to the Company or to a Guarantor;
      provided that (i) any subsequent issuance or transfer of any Equity
      Interests that results in such Preferred Stock being held by a Person
      other than the Company or a Guarantor and (ii) any sale or other transfer
      of any such Preferred Stock to a Person that is not either the Company or
      a Guarantor shall be deemed, in each case, to constitute an issuance of
      such shares of Preferred Stock that was not permitted by this clause
      (vii);

            (viii) the Guarantee by the Issuers or any of the Guarantors of
      Indebtedness of the Company or a Restricted Subsidiary of the Company that
      was permitted to be incurred by another provision of this Section 4.09;

            (ix) the incurrence of any Monetization Indebtedness;

            (x) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness to the extent the net proceeds thereof are
      promptly deposited to (i) defease all outstanding Notes pursuant to
      Article Eight hereof or (ii) satisfy and discharge this Indenture pursuant
      to Article 11 hereof;

            (xi) the issuance of up to 3,500,000 shares of AMC Preferred Stock,
      any Preferred Stock issued in exchange therefor or issued to redeem,
      repurchase, retire or otherwise acquire such AMC Preferred Stock pursuant
      to Section 4.07(b)(iv), and any subsequent issuance of Equity Interests
      (other than Disqualified Stock) on any of the foregoing as a dividend; or

            (xii) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness in an aggregate principal amount
      (or accreted value, as applicable) at any time outstanding, including all
      Permitted Refinancing Indebtedness incurred to refund, refinance or
      replace any Indebtedness incurred pursuant to this clause (xii), not to
      exceed $50.0 million; provided that the aggregate principal amount (or
      accreted value, as applicable) of Indebtedness of all Restricted
      Subsidiaries of the Company that are not Guarantors incurred pursuant to
      this clause (xii), together with all Permitted Refinancing Indebtedness
      incurred to refund, refinance or replace any such Indebtedness, shall not
      at any time exceed $25.0 million.

            For purposes of determining compliance with this Section 4.09, in
the event that any proposed Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in clauses (i) through (xii) above,
or is entitled to be incurred pursuant to Section 4.09(a), the Company shall be
permitted to classify at the time of its incurrence such item of Indebtedness in
any manner that complies with this Section 4.09. Indebtedness under the Credit
Agreement outstanding on the date on which Notes are first issued under this
Indenture shall be deemed to have been incurred on such date in reliance on the
exception provided by clause (i)



                                       58
<PAGE>

above. In addition, (A) any Indebtedness originally classified as incurred
pursuant to clauses (i) through (xii) above may later be reclassified by the
Company such that it shall be deemed as having been incurred pursuant to another
of such clauses to the extent that such reclassified Indebtedness could be
incurred pursuant to such new clause at the time of such reclassification and
(B) any Indebtedness originally classified as incurred pursuant to Section
4.09(a) or pursuant to clauses 4.09(b)(ii) through (xii) above may later be
reclassified by the Company such that it shall be deemed as having been incurred
pursuant to Section 4.09(a) or pursuant to another of such clauses to the extent
that such reclassified Indebtedness could be incurred pursuant to Section
4.09(a) or such new clause at the time of such reclassification.

            (c) Notwithstanding any other provision of this Section 4.09:

            (i) the maximum amount of Indebtedness that may be incurred pursuant
      to this Section 4.09 shall not be deemed to be exceeded with respect to
      any outstanding Indebtedness due solely to the result of fluctuations in
      the exchange rates of currencies;

            (ii) any Indebtedness of a Person existing at the time such Person
      becomes a Restricted Subsidiary of the Company shall be deemed to be
      incurred by such Restricted Subsidiary at the time it becomes a Restricted
      Subsidiary of the Company;

            (iii) neither the accrual of interest nor the accretion of original
      issue discount (to the extent provided for when the Indebtedness on which
      such interest is paid was originally issued) shall be considered an
      incurrence of Indebtedness; provided that in each case the amount thereof
      is for all other purposes included in the Fixed Charges and, in the case
      of accretion of original issue discount, Indebtedness of the Company or
      its Restricted Subsidiaries as accrued or accreted, as applicable; and

            (iv) the payment of interest in the form of additional Indebtedness
      with the same terms and the payment of dividends on Disqualified Stock in
      the form of additional shares of the same class of Disqualified Stock (to
      the extent provided for when the Indebtedness or Disqualified Stock on
      which such interest or dividend is paid was originally issued) shall not
      be considered an incurrence of Indebtedness; provided that in each case
      the amount thereof is for all other purposes included in the Fixed Charges
      and Indebtedness of the Company or its Restricted Subsidiaries as accrued.

            (d) (i) The Company shall not incur any Indebtedness that is
subordinate or junior in right of payment to any other Indebtedness of the
Company unless it is subordinate in right of payment to the Notes to the same
extent and (ii) Co-Issuer Corp. shall not incur any Indebtedness that is
subordinate or junior in right of payment to any other Indebtedness of Co-Issuer
Corp. unless it is subordinate in right of payment to the Notes to the same
extent.

            No Guarantor shall incur any Indebtedness that is subordinate or
junior in right of payment to any other Indebtedness of such Guarantor unless it
is subordinate in right of payment to such Guarantor's Note Guarantee to the
same extent.

            For purposes of this Section 4.09(d), no Indebtedness shall be
deemed to be subordinated in right of payment to any other Indebtedness of the
Company, Co-Issuer Corp. or any Guarantor, as applicable, solely by virtue of
being unsecured or by virtue of the fact that the



                                       59
<PAGE>

holders of any secured Indebtedness have entered into intercreditor agreements
giving one or more of such holders priority over the other holders in the
collateral held by them.

Section 4.10. 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 Restricted Subsidiary, as the case may be)
      receives consideration at the time of such Asset Sale at least equal to
      the Fair Market Value (as determined by the Board of Directors) of the
      assets or Equity Interests issued or sold or otherwise disposed of;
      provided that this clause (i) shall not apply to an Asset Sale resulting
      solely from a foreclosure or sale by a third party upon assets or property
      subject to a Lien not prohibited by this Indenture;

            (ii) where such Fair Market Value exceeds $25.0 million, the
      Company's Board of Directors' determination of such Fair Market Value is
      set forth in an Officers' Certificate delivered to the Trustee; and

            (iii) at least 75% of the consideration therefor received by the
      Company or such Restricted Subsidiary is in the form of Cash Equivalents
      or Replacement Assets or a combination thereof. For purposes of this
      provision, each of the following shall be deemed to be Cash Equivalents:

                  (A) any liabilities (as shown on the Company's or such
            Restricted Subsidiary's most recent balance sheet, or would be shown
            on the Company's or such Restricted Subsidiary's balance sheet on
            the date of such Asset Sale) of the Company or any Restricted
            Subsidiary (other than contingent liabilities, Indebtedness that is
            by its terms subordinated to the Notes or any Note Guarantee and
            liabilities to the extent owed to the Company or any Affiliate of
            the Company) that are assumed by the transferee of any such assets
            pursuant to a written agreement that releases the Company or such
            Restricted Subsidiary from further liability therefor; and

                  (B) any securities, notes or other obligations received by the
            Company or any such Restricted Subsidiary from such transferee that
            are converted (including by way of any Monetization Transaction) by
            the Company or such Restricted Subsidiary into cash (to the extent
            of the cash received in that conversion) within 120 days of such
            Asset Sale.

            (b) Within 360 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option:

            (i) to repay unsubordinated secured Indebtedness and, if the
      Indebtedness repaid is revolving credit Indebtedness, to correspondingly
      reduce commitments with respect thereto;



                                       60
<PAGE>

            (ii) to acquire all or substantially all of the assets of, or a
      majority of the Voting Stock of, another Permitted Business (including by
      means of a merger, consolidation or other business combination permitted
      under this Indenture) to be held, commencing on the date of such
      acquisition, as or in a Restricted Subsidiary of the Company;

            (iii) to pay for or purchase Replacement Assets; or

            (iv) any combination of the foregoing.

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

            (c) Any Net Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.10(b) above shall constitute "EXCESS
PROCEEDS." Within 30 days after the aggregate amount of Excess Proceeds exceeds
$25.0 million, the Company shall make an Asset Sale offer (an "ASSET SALE
OFFER") to all Holders of Notes and all holders of other Indebtedness that is
pari passu with the Notes or any Note Guarantee containing provisions similar to
those set forth by this Indenture with respect to offers to purchase with the
proceeds of sales of assets, to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the
principal amount of the Notes and such other pari passu Indebtedness plus
accrued and unpaid interest to the date of purchase, and shall be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness
shall be purchased on a pro rata basis based on the principal amount of Notes
and such other pari passu Indebtedness tendered. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

            (d) 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 each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
Offer provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sale Offer provisions of this Indenture by virtue of
such compliance.

Section 4.11. Transactions with Affiliates.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into, make, amend, renew or extend any
transaction, contract, agreement, understanding, loan, advance or Guarantee
with, or for the benefit of, any Affiliate (each, an "AFFILIATE TRANSACTION"),
unless:



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<PAGE>

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

            (ii) the Company delivers to the Trustee:

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $25.0 million, a resolution of the Board of Directors set
            forth in an Officers' Certificate certifying that such Affiliate
            Transaction or series of related Affiliate Transactions complies
            with this Section 4.11 and, if such Affiliate Transaction is with an
            entity other than Rainbow Media Enterprises or a Subsidiary thereof,
            that such Affiliate Transaction or series of related Affiliate
            Transactions has been approved by a majority of the disinterested
            members of the Board of Directors; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $50.0 million, an opinion as to the fairness to the
            Company or such Restricted Subsidiary of such Affiliate Transaction
            or series of related Affiliate Transactions from a financial point
            of view issued by an independent accounting, appraisal or investment
            banking firm of national standing.

            (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of Section
4.11(a):

            (i) transactions between or among the Company and/or its Restricted
      Subsidiaries;

            (ii) transactions, contracts, agreements, understandings, loans,
      advances or Guarantees having aggregate consideration (for all such
      transactions, contracts, agreements, understandings, loans, advances or
      Guarantees) not to exceed $500,000 in any fiscal year;

            (iii) transactions or other arrangements pursuant to employment
      agreements, collective bargaining agreements, employee benefit plans or
      arrangements for employees, officers or directors, including vacation
      plans, health and life insurance plans, deferred compensation plans,
      directors' and officers' indemnification arrangements, retirement or
      savings plans, stock option, stock ownership and similar plans and similar
      arrangements; provided that, for any of the foregoing (A) any such
      transaction or arrangement is with respect to any Person other than a
      Principal and (B) the terms of any such transaction or arrangement have
      been approved by the Board of Directors of the Company in good faith;

            (iv) Restricted Payments that are not prohibited by the provisions
      of Section 4.07;

            (v) any sale of Capital Stock (other than Disqualified Stock) of the
      Company;



                                       62
<PAGE>

            (vi) loans and advances to officers, directors or employees of the
      Company or its Restricted Subsidiaries (or guarantees of third party loans
      to such officers, directors or employees) in an amount not to exceed $5.0
      million outstanding at any time;

            (vii) the issuance of up to 3,500,000 shares of AMC Preferred Stock
      and any action taken by the holders of the AMC Preferred Stock permitted
      by the certificate of designations for the AMC Preferred Stock;

            (viii) the payment of interest and principal to holders of
      Indebtedness; provided that (1) the terms of such interest and principal
      payments were set forth in the original documentation pursuant to which
      such Indebtedness was incurred, and (2) either (A) the incurrence of such
      Indebtedness was subject to and not prohibited by this Section 4.11 or (B)
      such Indebtedness was not initially issued, directly or indirectly, to any
      Affiliate of the Company or any of its Restricted Subsidiaries;

            (ix) transactions pursuant to agreements or arrangements between
      Rainbow Media Enterprises and its Subsidiaries, on the one hand, and
      Cablevision Systems Corporation or its Subsidiaries, on the other hand,
      that are (1) put in place on or prior to the date of the Distribution and
      (2) on terms as favorable to the Company or the relevant Restricted
      Subsidiary of the Company as those available from unrelated parties for a
      comparable arrangement, or any amendment, modification or supplement
      thereto or any replacement thereof, as long as such agreement or
      arrangement as so amended, modified, supplemented or replaced, taken as a
      whole, is not materially more disadvantageous to the Company and its
      Restricted Subsidiaries than such original agreement or arrangement; and

            (x) transactions pursuant to other agreements or arrangements in
      effect on the date of this Indenture that are either (A) described in the
      Offering Memorandum or (B) would not be required to be described pursuant
      to Item 404 of Regulation S-K promulgated pursuant to the Securities Act,
      or any amendment, modification or supplement thereto or any replacement
      thereof, as long as such agreement or arrangement as so amended, modified,
      supplemented or replaced, taken as a whole, is not materially more
      disadvantageous to the Company and its Restricted Subsidiaries than the
      original agreement or arrangement as in effect on the date of this
      Indenture.

Section 4.12. Liens.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured (or, in the case of Indebtedness subordinated to
the Notes or the Note Guarantees, senior thereto, with the same relative
priority as the Notes shall have with respect to such subordinated Indebtedness)
until such time as such obligations are no longer secured by a Lien.



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<PAGE>

Section 4.13. Business Activities.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary thereof to, engage in any business other than Permitted Businesses,
except to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

            (b) Co-Issuer Corp. shall not hold any material assets or become
liable for any Obligations or engage in any business activities; provided that
Co-Issuer Corp. may be a co-obligor of the Notes (including any Additional
Notes) pursuant to the terms of this Indenture, a borrower or guarantor pursuant
to the terms of the Credit Agreement or a co-obligor on other Indebtedness of
the Company if the Company is an obligor of such Indebtedness and the net
proceeds of such Indebtedness are received by the Company or one or more of the
Company's Restricted Subsidiaries other than Co-Issuer Corp. Co-Issuer Corp.
may, as necessary, engage in any activities directly related to or necessary in
connection with serving as a co-obligor of the Notes, a borrower or guarantor
pursuant to the terms of the Credit Agreement and a co-obligor on such other
Indebtedness. The Company shall not sell or otherwise dispose of any of its
Equity Interests in Co-Issuer Corp. and shall not permit Co-Issuer Corp.,
directly or indirectly, to issue or sell or otherwise dispose of any of its
Equity Interests.

Section 4.14. Offer to Repurchase upon a Change of Control.

            (a) If a Change of Control occurs, each Holder of Notes shall have
the right to require the Issuers to repurchase all or any part (equal to $5,000
or an integral multiple of $1,000 in excess thereof) of that Holder's Notes
pursuant to an offer by the Issuers (a "CHANGE OF CONTROL OFFER") at an offer
price (a "CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon, to the date
of the Change of Control Payment Date. Within 60 days following any Change of
Control, the Issuers shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on a date (the "CHANGE OF CONTROL PAYMENT DATE") specified
in such notice, which date shall be no earlier than 30 days and no later than 60
days from the date such notice is mailed, pursuant to the procedures described
in Section 3.08 (including the notice required thereby). The Issuers 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 the Notes as a
result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of
this Indenture, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached their obligations under the
Change of Control provisions of this Indenture by virtue of such compliance.

            (b) On the Change of Control Payment Date, the Issuers shall, to the
extent lawful:

            (i) accept for payment all Notes or portions thereof properly
      tendered pursuant to the Change of Control Offer;



                                       64
<PAGE>

            (ii) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions thereof so tendered;
      and

            (iii) deliver or cause to be delivered to the Trustee the Notes so
      accepted together with an Officers' Certificate stating the aggregate
      principal amount of Notes or portions thereof being purchased by the
      Issuers.

            (c) The Paying Agent shall promptly mail or wire transfer to each
Holder of Notes so tendered the Change of Control Payment for such Notes, and
the Trustee shall promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such
new Note shall be in a principal amount of $5,000 or an integral multiple of
$1,000 in excess thereof. Any Note so accepted for payment shall cease to accrue
interest on and after the Change of Control Payment Date.

            (d) The Issuers shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

            (e) Notwithstanding anything to the contrary in this Section 4.14,
the Issuers 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 set forth
in this Section 4.14 and all other provisions of this Indenture applicable to a
Change of Control Offer made by the Issuers and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

Section 4.15. [Intentionally omitted].

Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

            (a) Unless designated as an Unrestricted Subsidiary, each newly
acquired or created Subsidiary of the Company or a Restricted Subsidiary of the
Company shall be a Restricted Subsidiary of the Company. Any Restricted
Subsidiary of the Company (other than Co-Issuer Corp.) may be designated by the
Company as an Unrestricted Subsidiary; provided that:

            (i) any Guarantee by the Company or any Restricted Subsidiary
      thereof of any Indebtedness of the Subsidiary being so designated shall be
      deemed to be an incurrence of Indebtedness by the Company or such
      Restricted Subsidiary (or both, if applicable) at the time of such
      designation, and such incurrence of Indebtedness would be permitted under
      Section 4.09;

            (ii) the aggregate Fair Market Value (as determined by senior
      management or the Board of Directors, unless such Fair Market Value
      exceeds $10.0 million, in which event such Fair Market Value must be
      determined by the Board of Directors) of all outstanding Investments owned
      by the Company and its Restricted Subsidiaries in the Subsidiary being so
      designated (including any Guarantee by the Company or any Restricted
      Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a



                                       65
<PAGE>

      Restricted Investment made as of the time of such designation and that
      such Investment would be permitted under Section 4.07;

            (iii) such Subsidiary does not hold any Liens (other than Permitted
      Liens) on any property of the Company or any Restricted Subsidiary
      thereof; and

            (iv) the Subsidiary being so designated:

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

                  (B) is a Person with respect to which neither the Company nor
            any of its Restricted Subsidiaries has any direct or indirect
            obligation (1) to subscribe for additional Equity Interests or (2)
            to maintain or preserve such Person's financial condition or to
            cause such Person to achieve any specified levels of operating
            results; and

                  (C) has not Guaranteed or otherwise directly or indirectly
            provided credit support for any Indebtedness of the Company or any
            of its Restricted Subsidiaries, except to the extent such Guarantee
            or credit support would be released upon such designation;

            (v) no Default or Event of Default would be in existence following
      such designation; and

            (vi) if the Subsidiary being so designated is a Significant
      Subsidiary (or if the group of Subsidiaries being so designated would
      together constitute a Significant Subsidiary), such designation must be
      evidenced to the Trustee by filing with the Trustee a certified copy of a
      resolution of the Board of Directors giving effect to such designation.

            (b) Any designation of a Restricted Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee an Officers' Certificate certifying that such designation complied with
the preceding conditions and was permitted by this Indenture. If, at any time,
any Unrestricted Subsidiary would fail to meet any of the preceding requirements
described in Section 4.16(a)(iv) and such failure continues for a period of 30
days, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of
this Indenture and any Indebtedness, Investments, or Liens on the property, of
such Subsidiary shall be deemed to be incurred or made by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness, Investments
or Liens are not permitted to be incurred or made as of such date under this
Indenture, the Company shall be in violation of the applicable provisions of
this Indenture.



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<PAGE>

            (c) The Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Company; provided that:

            (i) such designation shall be deemed to be an incurrence of
      Indebtedness by a Restricted Subsidiary of the Company of any outstanding
      Indebtedness of such Unrestricted Subsidiary and such designation shall
      only be permitted if such Indebtedness is permitted under the Section
      4.09, calculated on a pro forma basis as if such designation had occurred
      at the beginning of the applicable two-quarter reference period;

            (ii) all outstanding Investments owned by such Unrestricted
      Subsidiary shall be deemed to be made as of the time of such designation
      and such Investments shall only be permitted if such Investments would be
      permitted under Section 4.07;

            (iii) all Liens upon property or assets of such Unrestricted
      Subsidiary existing at the time of such designation would be permitted
      under Section 4.12; and

            (iv) no Default or Event of Default would be in existence following
      such designation.

Section 4.17. Payments for Consent.

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

Section 4.18. Guarantees.

            (a) The Company shall not permit any of its Restricted Subsidiaries
(other than Co-Issuer Corp. and any Insignificant Subsidiary), directly or
indirectly, to Guarantee or pledge any assets to secure the payment of any other
Indebtedness of the Company or any of the Company's other Restricted
Subsidiaries unless such Restricted Subsidiary (i) is a Guarantor under this
Indenture or (ii) becomes a Guarantor under this Indenture and simultaneously
executes and delivers a supplemental indenture pursuant to which it agrees to be
bound by the terms of this Indenture as a Guarantor, provided that such
Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of
such other Indebtedness.

            (b) In the event that any Restricted Subsidiary that is an
Insignificant Subsidiary ceases to be an Insignificant Subsidiary, then such
Restricted Subsidiary must become a Guarantor and execute a supplemental
indenture pursuant to which it agrees to be bound by the terms of this Indenture
as a Guarantor and, if requested, deliver an Opinion of Counsel to the Trustee.
The form of the Note Guarantee is attached as Exhibit E hereto.

            (c) Notwithstanding Section 4.18(a), any Note Guarantee may provide
by its terms that it shall be automatically and unconditionally released and
discharged under the circumstances described under Section 10.05 hereof.



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<PAGE>

Section 4.19. Suspension of Certain Covenants and Agreements.

            (a) During any period of time that the Notes maintain an Investment
Grade Rating from both Rating Agencies and no Default or Event of Default shall
have occurred and then be continuing (the foregoing conditions being referred to
collectively as the "SUSPENSION CONDITION"), the Company and its Restricted
Subsidiaries shall not be subject to Sections 3.08, 4.07, 4.08, 4.09, 4.10,
4.11, 4.14, 4.20 and clauses (iii) and (v) of Section 5.01(a) (collectively, the
"SUSPENDED COVENANTS").

            (b) If the Company and its Restricted Subsidiaries are not subject
to the Suspended Covenants with respect to the Notes for any period of time
pursuant to Section 4.19(a) and, subsequently, one or both Rating Agencies
withdraw their Investment Grade Rating or downgrade the Investment Grade Rating
assigned to the Notes such that the Notes no longer have an Investment Grade
Rating from both Rating Agencies, then the Company and each of its Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants.
Compliance with the Suspended Covenants with respect to Restricted Payments made
after the time of such withdrawal or downgrade shall be calculated in accordance
with the terms of Section 4.07 as if such section had been in effect during the
entire period of time from the date of this Indenture.

Section 4.20. Limitation on Issuances and Sales of Equity Interests in
Restricted Subsidiaries.

            The Company shall not transfer, convey, sell, lease or otherwise
dispose of, and shall not permit any of its Restricted Subsidiaries to, issue,
transfer, convey, sell, lease or otherwise dispose of any Equity Interests
(other than issuances of AMC Preferred Stock or any Preferred Stock (other than
Disqualified Stock)) issued in exchange therefor or issued to redeem,
repurchase, retire, convert, exchange or otherwise acquire such AMC Preferred
Stock pursuant to Section 4.07(b)(iv), and any subsequent issuance of Equity
Interests (other than Disqualified Stock) on any of the foregoing as a dividend)
in any Restricted Subsidiary of the Company to any Person (other than the
Company or a Restricted Subsidiary of the Company or shares of its Capital Stock
constituting directors' qualifying shares or issuances of shares of Capital
Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent
required by applicable law), except:

            (i) if, immediately after giving effect to such issuance, transfer,
      conveyance, sale, lease or other disposition, such Restricted Subsidiary
      would no longer constitute a Restricted Subsidiary and any Investment in
      such Person remaining after giving effect to such issuance or sale would
      have been permitted to be made under Section 4.07 if made on the date of
      such issuance or sale and the cash Net Proceeds from such transfer,
      conveyance, sale, lease or other disposition are applied in accordance
      with Section 4.10; or

            (ii) sales of Equity Interests of a Restricted Subsidiary of the
      Company by the Company or a Restricted Subsidiary of the Company; provided
      that the Company or such Restricted Subsidiary complies with Section 4.10.



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<PAGE>

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

            (a) The Company shall not, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not the Company is the
surviving corporation) or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person, unless:

            (i) either: (a) the Company is the surviving corporation or limited
      liability company; or (b) the Person formed by or surviving any such
      consolidation or merger (if other than the Company) or to which such sale,
      assignment, transfer, conveyance or other disposition shall have been made
      (1) is a Person organized or existing under the laws of the United States,
      any state thereof or the District of Columbia and (2) assumes all the
      obligations of the Company under the Notes and this Indenture pursuant to
      agreements reasonably satisfactory to the Trustee;

            (ii) immediately after giving effect to such transaction, no Default
      or Event of Default exists;

            (iii) immediately after giving effect to such transaction on a pro
      forma basis, the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition shall have
      been made shall, on the date of such transaction after giving pro forma
      effect thereto and any related financing transactions as if the same had
      occurred at the beginning of the applicable two-quarter period, be
      permitted to incur at least $1.00 of additional Indebtedness pursuant to
      the Consolidated Leverage Ratio test set forth in Section 4.09(a);

            (iv) each Guarantor, unless such Guarantor is the Person with which
      the Company has entered into a transaction under this Section 5.01, shall
      have by amendment to its Note Guarantee confirmed that such Note Guarantee
      shall apply to the obligations of the Company or the surviving Person in
      accordance with the Notes and this Indenture, and Co-Issuer Corp., unless
      it is the other party to the transactions in this Section 5.01, shall have
      by supplemental indenture confirmed its obligations under this Indenture
      and the Notes; and

            (v) the Company delivers to the Trustee an Officers' Certificate
      (attaching the arithmetic computation to demonstrate compliance with
      clause 5.01(iii)) and, if requested, an Opinion of Counsel, in each case
      stating that such transaction and such agreement complies with this
      Section 5.01 and that all conditions precedent provided for in this
      Indenture relating to such transaction have been complied with.

            (b) In addition, neither the Company nor any Restricted Subsidiary
thereof may, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other Person.
Section 5.01(a)(iii) shall not apply to any merger,



                                       69
<PAGE>

consolidation or sale, assignment, transfer, conveyance or other disposition of
assets between or among the Company and any of its Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

            Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

            (a) Each of the following is an "EVENT OF DEFAULT":

            (i) default for 30 days in the payment when due of interest on the
      Notes;

            (ii) default in payment when due (whether at maturity, upon
      acceleration, redemption or otherwise) of the principal of, or premium, if
      any, on the Notes;

            (iii) failure by the Company or any of its Restricted Subsidiaries
      to comply with the provisions of Sections 3.08, 4.10(c), 4.14 or 5.01;

            (iv) failure by the Company or any of its Restricted Subsidiaries
      for 60 days after written notice by the Trustee or Holders representing
      25% or more of the aggregate principal amount of the Notes outstanding to
      comply with any of the other agreements in this Indenture;

            (v) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Restricted
      Subsidiaries (or the payment of which is Guaranteed by the Company or any
      of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now
      exists, or is created after the date of this Indenture, if that default:

                  (A) is caused by a failure to make any payment when due at the
            final maturity of such Indebtedness (a "PAYMENT DEFAULT"); or



                                       70
<PAGE>

                  (B) results in the acceleration of such Indebtedness prior to
            its express maturity,

      and, in each case, the principal amount of any such Indebtedness, together
      with the principal amount of any other such Indebtedness under which there
      has been a Payment Default or the maturity of which has been so
      accelerated, aggregates $15.0 million or more;

            (vi) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments aggregating in excess of $15.0 million, which
      judgments are not paid, discharged or stayed for a period of 60 days after
      such judgment becomes final and non-appealable;

            (vii) except as permitted by this Indenture, the Note Guarantee of
      any Subsidiary that is not an Insignificant Subsidiary shall be held in
      any judicial proceeding to be unenforceable or invalid or shall cease for
      any reason to be in full force and effect or any such Guarantor, or any
      Person acting on behalf of any such Guarantor, shall deny or disaffirm its
      obligations under its Note Guarantee;

            (viii) the Company, any Guarantor that is not an Insignificant
      Subsidiary or any Significant Subsidiary of the Company (or any Restricted
      Subsidiaries that together would constitute a Significant Subsidiary)
      pursuant to or within the meaning of Bankruptcy Law:

                  (A) commences a voluntary case;

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

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

                  (D) generally is not paying its debts as they become due; and

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

                  (A) is for relief against the Company, any Guarantor that is
            not an Insignificant Subsidiary or any Significant Subsidiary of the
            Company (or Restricted Subsidiaries that together would constitute a
            Significant Subsidiary), in an involuntary case; or

                  (B) appoints a custodian of the Company, any Guarantor that is
            not an Insignificant Subsidiary or any Significant Subsidiary of the
            Company (or Restricted Subsidiaries that together would constitute a
            Significant Subsidiary) or for all or substantially all of the
            property of the Company, any Guarantor that is not an Insignificant
            Subsidiary or any of its Restricted Subsidiaries that is a
            Significant Subsidiary (or Restricted Subsidiaries that together
            would constitute a Significant Subsidiary); or



                                       71
<PAGE>

                  (C) orders the liquidation of the Company, any Guarantor that
            is not an Insignificant Subsidiary or any Significant Subsidiary of
            the Company (or Restricted Subsidiaries that together would
            constitute a Significant Subsidiary);

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

Section 6.02. Acceleration.

            (a) In the case of an Event of Default specified in clause (viii) or
(ix) of Section 6.01 with respect to the Company, any Guarantor that is not an
Insignificant Subsidiary or any Significant Subsidiary of the Company (or any
Restricted Subsidiaries that together would constitute a Significant
Subsidiary), all outstanding Notes shall become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately.

            (b) In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Issuers
with the intention of avoiding payment of the premium that the Issuers would
have had to pay if the Issuers then had elected to redeem the Notes pursuant
Section 3.07, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of such Notes. If
an Event of Default occurs during any time that the Notes are outstanding, by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Issuers with the intention of avoiding the prohibition on redemption of
such Notes, then the premium specified in Section 3.07(c) shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of such Notes.

Section 6.03. Other Remedies.

            (a) If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

            (b) 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 of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.

            (a) Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
hereunder except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes; provided, however, that the Holders
of a majority in principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration.



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<PAGE>

            (b) The Company shall deliver to the Trustee an Officers'
Certificate stating that the requisite percentage of Holders have consented to
such waiver and attaching copies of such consents. In case of any such waiver,
the Issuers, the Trustee and the Holders shall be restored to their former
positions and rights hereunder and under the Notes, respectively. This Section
6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section
316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

            (c) In the event of a declaration of acceleration of the Notes
because of an Event of Default specified in Section 6.01(a)(v) has occurred and
is continuing, the declaration of acceleration of the Notes shall be
automatically annulled if the event of default or payment default triggering
such Event of Default pursuant to Section 6.01(a)(v) shall be remedied or cured
by the Company or a Restricted Subsidiary of the Company or waived by the
holders of the relevant Indebtedness within 20 days after the declaration of
acceleration with respect thereto and if (i) the annulment of the acceleration
of such Notes would not conflict with any judgment or decree of a court of
competent jurisdiction and (ii) all existing Events of Default, except
non-payment of principal, premium or interest on the Notes that became due
solely because of the acceleration of the Notes have been cured or waived.

Section 6.05. Control by Majority.

            The Holders of a majority in principal amount of the then
outstanding Notes shall have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that may involve the Trustee in personal liability, or that
the Trustee determines in good faith may be prejudicial to the rights of Holders
of Notes not joining in the giving of such direction and may take any other
action it deems proper that is not inconsistent with any such direction received
from Holders of Notes.

Section 6.06. Limitation on Suits.

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

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

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

            (iii) such Holder or Holders offer the Trustee indemnity
       satisfactory to the Trustee against any costs, liability or expense;

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



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<PAGE>

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

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

Section 6.07. Rights of Holders of Notes to Receive Payment.

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

Section 6.08. Collection Suit by Trustee.

            If an Event of Default specified in Section 6.01(a)(i) or (a)(ii)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuers for the whole
amount of principal of, premium, if any, and interest, if any, remaining unpaid
on the Notes and interest on overdue principal and premium, if any, and, to the
extent lawful, 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 is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuers
or any Guarantor (or any other obligor upon the Notes), its creditors or its
property and shall be entitled and empowered to collect, receive and distribute
any money or other securities or property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.06. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.06 out of the estate in any such proceeding shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out
of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise.
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



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

Section 6.10. Priorities.

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

            First: to the Trustee, its agents and attorneys for amounts due
      under Section 7.06, including payment of all reasonable compensation,
      expense and liabilities incurred, and all advances made, by the Trustee
      and the reasonable costs and expenses of collection;

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

            Third: to the Issuers or to such party as a court of competent
      jurisdiction shall direct in writing.

            (b) The Trustee may fix a record date and payment date for any
payment to Holders of Notes 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 a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than ten
percent in principal amount of the then outstanding Notes.

                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee.

            Except to the extent, if any, provided otherwise in the TIA:

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

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



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            (i) The Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and no others, and
      no implied covenants or obligations shall be read into this Indenture
      against the Trustee; and

            (ii) 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; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be forwarded to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture (but need not
      confirm or investigate the accuracy of mathematical calculations or other
      facts stated therein).

            (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (i) this paragraph shall not be construed to limit the effect of
      paragraph (b) of this Section 7.01;

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

            (iii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      outstanding Notes relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Indenture with
      respect to the Notes; and

            (iv) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or 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 indemnity against such risk or liability
      is not reasonably assured to it.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

Section 7.02. Certain Rights of Trustee.

            Subject to the provisions of the TIA Sections 315(a) through 315(d):

            (a) the Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness



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<PAGE>

or other paper or document (whether in its original or facsimile form) believed
by it to be genuine and to have been signed or presented by the proper party or
parties;

            (b) any request or direction of the Issuers mentioned herein shall
be sufficiently evidenced by a written request or order signed, with respect to
either Issuer, (i) by its Chairman, Chief Executive Officer, Chief Financial
Officer, a Vice Chairman, its President or a Vice President and (ii) by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and
delivered to the Trustee; provided, however, that such written request or order
may be signed by any two of the officers or directors listed in clause (i) above
in lieu of being signed by one of such officers or directors listed in such
clause (i) and one of the officers listed in clause (ii) above and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

            (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

            (d) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

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

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness 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 to
examine the books, records and premises of the Issuers, personally or by agent
or attorney at the expense of the Issuers and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

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



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<PAGE>

            (i) in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

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

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

Section 7.03. Trustee's Disclaimer.

            The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Issuers,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes. The Trustee shall not be accountable for the use or application by
the Issuers of Notes or the proceeds thereof, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Notes and perform its obligations hereunder.

Section 7.04. May Hold Securities.

            The Trustee, any Paying Agent, Registrar or any other agent of the
Issuers, in its individual or any other capacity, may become the owner or
pledgee of Notes subject to TIA Sections 310(b) and 311, may otherwise deal with
the Issuers with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

Section 7.05. Money Held in Trust.

            Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Issuers.

Section 7.06. Compensation and Reimbursement.

            The Issuers and the Guarantors, jointly and severally, agree:

            (a) to pay to the Trustee from time to time such compensation as
shall be agreed to in writing between the Issuers and the Trustee for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);



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<PAGE>

            (b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as shall have been caused by its negligence or willful misconduct;
and

            (c) to indemnify each of the Trustee or any predecessor Trustee for,
and to hold it harmless against, any and all loss, damage, claim, liability or
expense including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or willful misconduct on its part, arising out of or
in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

            As security for the performance of the obligations of the Issuers
under this Section 7.06, the Trustee shall have a Lien prior to the Notes upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of Holders of particular Notes.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 6.01(viii) or 6.01(ix), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services shall be intended to constitute expenses of
administration under any Bankruptcy Law.

            The provisions of this Section 7.06 shall survive the termination of
this Indenture.

Section 7.07. Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder qualified or to be
qualified under TIA 310(a)(1) and which shall have a combined capital and
surplus of at least $50,000,000 to the extent there is such an institution
eligible and willing to serve. If the Trustee publishes reports of condition at
least annually, pursuant to law or to the requirements of Federal, State,
Territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section 7.07, the combined capital and surplus of the
Trustee shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.07, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

Section 7.08. Replacement of Trustee.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.09.

            (b) The Trustee may resign at any time by giving written notice
thereof to the Issuers. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee



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may petition at the expense of the Issuers any court of competent jurisdiction
for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time by an Act of Holders of a
majority in principal amount of the Notes, delivered to the Trustee and the
Issuers. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
removal, the removed Trustee may petition at the expense of the Issuers any
court of competent jurisdiction for the appointment of a successor Trustee.

            (d) If at any time:

            (i) the Trustee shall fail to comply with the provisions of TIA
      Section 310(b) after written request therefor by the Issuers or by any
      Holder who has been a bona fide Holder of a Note for at least six months;
      or

            (ii) the Trustee shall cease to be eligible under Section 7.07 and
      shall fail to resign after written request therefor by the Issuers or by
      any Holder who has been a bona fide Holder of a Note for at least six
      months; or

            (iii) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,

then, in any case, (A) the Issuers by a Board Resolution may remove the Trustee,
or (B) subject to Section 6.11, the Holder of any Note who has been a bona fide
Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Issuers, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by the Act of
Holders of a majority in principal amount of the Notes delivered to the Issuers
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with Section 7.09, become
the successor Trustee and supersede the successor Trustee appointed by the
Issuers. If no successor Trustee shall have been so appointed by the Issuers or
the Holders of the Notes and so accepted appointment, the Holder of any Note who
has been a bona fide Holder for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee.

            (f) The Issuers shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Notes as their names and addresses appear in the register of Notes.
Each notice shall include the name of the successor Trustee and the address of
its Corporate Trust Office.



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            No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 7.09. Acceptance of Appointment by Successor.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Issuers and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee, provided, however, that the
retiring Trustee shall continue to be entitled to the benefit of Section
7.06(c); but, on request of the Issuers or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder. Upon
request of any such successor Trustee, the Issuers shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

Section 7.10. Merger, Conversion, Consolidation or Succession to Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.

Section 7.11. Preferential Collection of Claims Against Issuers.

            If and when the Trustee shall be or become a creditor of the Issuers
(or any other obligor under the Notes), the Trustee shall be subject to the
provisions of the TIA regarding the collection of claims against the Issuers (or
any such other obligor).

Section 7.12. Trustee's Application for Instructions from the Issuers.

            Any application by the Trustee for written instructions from the
Issuers may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any Officer of the Issuers actually received
such application) unless, with respect to any such action (or the effective date
in the case of an omission), the Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted).



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Section 7.13. Notice of Defaults.

            Within 90 days after the occurrence of any Default, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the register of Notes, notice of such Default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of or interest on any Note, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders.

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

            The Issuers may, at their option and at any time, elect to have
either Section 8.02 or 8.03 be applied to all outstanding Notes and Note
Guarantees upon compliance with the conditions set forth below in this Article
Eight.

Section 8.02. Legal Defeasance and Discharge.

            Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from all their obligations with respect to all outstanding Notes and
all obligations of the Guarantors shall be deemed to have been discharged with
respect to their obligations under the Note Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, Legal Defeasance means that the Issuers and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes and Note Guarantees, respectively, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.05 and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all their other obligations under such Notes and this Indenture (and
the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following provisions,
which shall survive until otherwise terminated or discharged hereunder:

            (a) the rights of Holders of outstanding Notes to receive solely
from the trust fund described in Section 8.04, and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due;

            (b) the Issuers' obligations with respect to such Notes under
Article Two concerning issuing temporary Notes, registration of Notes and
mutilated, destroyed, lost or stolen Notes and the Issuers' obligations under
Section 4.02;

            (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Issuers' and the Guarantors' obligations in connection
therewith and



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            (d) this Section 8.02.

Subject to compliance with this Article Eight, the Issuers may exercise their
option under this Section 8.02 notwithstanding the prior exercise of their
option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

            Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 4.20, 5.01 and 10.04
with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and
neither the Notes nor the Note Guarantees shall thereafter be deemed
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuers and the Guarantors may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, 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, but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby. In addition, upon the
Issuers' exercise under Section 8.01 of the option applicable to this Section
8.03, subject to the satisfaction of the conditions set forth in Section 8.04,
Sections 6.01(a)(iii) through (vii) shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

            (i) the Issuers must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders of the Notes, cash in U.S. dollars,
      non-callable Government Securities, or a combination thereof, in such
      amounts as shall be sufficient, in the opinion of a nationally recognized
      firm of independent public accountants, to pay the principal of, or
      interest and premium, if any, on the Notes on the Stated Maturity or on
      the applicable redemption date, as the case may be, and the Issuers must
      specify whether the Notes are being defeased to maturity or to a
      particular redemption date;

            (ii) in the case of Legal Defeasance, the Issuers shall have
      delivered to the Trustee an Opinion of Counsel confirming that (a) the
      Issuers have received from, or there has been published by, the Internal
      Revenue Service a ruling or (b) since the date of this Indenture, there
      has been a change in the applicable federal income tax law, in either case
      to the effect that, and based thereon such Opinion of Counsel shall
      confirm that, the Holders of the outstanding Notes shall not recognize
      income, gain or loss for federal



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<PAGE>

      income tax purposes as a result of such Legal Defeasance and shall be
      subject to federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such Legal Defeasance had
      not occurred;

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

            (iv) no Default or Event of Default shall have occurred and be
      continuing either: (a) on the date of such deposit; or (b) insofar as
      Events of Default from bankruptcy or insolvency events are concerned, at
      any time in the period ending on the 123rd day after the date of deposit;

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

            (vi) the Issuers must have delivered to the Trustee an Opinion of
      Counsel to the effect that, (1) assuming no intervening bankruptcy of the
      Issuers or any Guarantor between the date of deposit and the 123rd day
      following the deposit and assuming that no Holder is an "insider" of the
      Issuers under applicable bankruptcy law, after the 123rd day following the
      deposit, the trust funds shall not be subject to the effect of any
      applicable bankruptcy, insolvency, reorganization or similar laws
      affecting creditors' rights generally, including Section 547 of the United
      States Bankruptcy Code and (2) the creation of the defeasance trust does
      not violate the Investment Company Act of 1940;

            (vii) the Issuers must deliver to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Issuers with the
      intent of preferring the Holders of the Notes over the other creditors of
      the Issuers with the intent of defeating, hindering, delaying or
      defrauding creditors of the Issuers or others;

            (viii) if the Notes are to be redeemed prior to their Stated
      Maturity, the Issuers must deliver to the Trustee irrevocable instructions
      to redeem all of the Notes on the specified redemption date; and

            (ix) the Issuers must deliver to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent relating to the Legal Defeasance or the Covenant Defeasance have
      been complied with.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

            (a) Subject to Section 8.06, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant
to Section 8.04 in respect of



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the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuers acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal and premium, if any,
and interest, but such money need not be segregated from other funds except to
the extent required by law.

            (b) The Issuers shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

            (c) Anything in this Article Eight to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuers from time to time upon the
request of the Issuers any money or non-callable Government Securities held by
it as provided in Section 8.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a)), 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. Reinstatement.

            If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuers' obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 and, in the case of a Legal Defeasance, the Guarantors'
obligations under their respective Note Guarantees shall be revised and
reinstated as though no deposit had occurred pursuant to Section 8.02, in each
case until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03, as the case may be;
provided, however, that, if the Issuers make any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of their
obligations, the Issuers shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

            Notwithstanding Section 9.02 below, the Issuers, the Guarantors, and
the Trustee may amend or supplement this Indenture, the Notes or the Note
Guarantees without the consent of any Holder of a Note:

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



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<PAGE>

            (ii) to provide for uncertificated Notes in addition to or in place
      of Certificated Notes;

            (iii) to provide for the assumption of the Issuers' or any
      Guarantor's obligations to Holders of Notes in the case of a merger or
      consolidation or sale of all or substantially all of the Issuers' or such
      Guarantor's assets;

            (iv) to make any change that would provide any additional rights or
      benefits to the Holders of Notes (including additional Note Guarantees or
      Liens securing the Notes) or that does not materially adversely affect the
      rights under this Indenture of any such Holder;

            (v) to comply with the provisions of Section 4.18;

            (vi) to evidence and provide for the acceptance of appointment by a
      successor Trustee; or

            (vii) to provide for the issuance of Additional Notes in accordance
      with this Indenture.

            Upon the request of the Issuers authorizing the execution of any
such amended or supplemental Indenture, the Trustee shall join with the Issuers
in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

            (a) Except as otherwise provided in this Section 9.02, the Issuers,
the Guarantors and the Trustee may amend or supplement this Indenture, the Notes
or the Notes Guarantees with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07, any
existing Default or Event of Default or compliance with any provision of this
Indenture or the Notes or the Notes Guarantees may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes
(including Additional Notes, if any) (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes).

            (b) The Issuers may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or its duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.



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<PAGE>

            (c) Upon the request of the Issuers authorizing the execution of any
such amendment or supplement to this Indenture, and upon the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders of
Notes as aforesaid, and upon receipt by the Trustee of the documents described
in Section 7.02, the Trustee shall join with the Issuers in the execution of
such amendment or supplement unless such amendment or supplement directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amendment or supplement.

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

            (e) After an amendment, supplement or waiver under this Section
becomes effective, the Issuers shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Issuers to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amendment,
supplement or waiver. Subject to Sections 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the then outstanding Notes (including
Additional Notes, if any) may waive compliance in a particular instance by the
Issuers with any provision of this Indenture, or the Notes. However, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):

            (i) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (ii) reduce the principal of or change the fixed maturity of the
      Notes or alter the provisions, or waive any payment, with respect to the
      redemption of the Notes to the extent such alteration or waiver reduces
      the principal amount or premium payable upon redemption of the Notes or
      changes the date on which the Notes may be redeemed;

            (iii) reduce the rate of or change the time for payment of interest
      on the Notes;

            (iv) waive a Default or Event of Default in the payment of principal
      of, or interest, or premium, if any, on, the Notes (except a rescission of
      acceleration of the Notes by the Holders of at least a majority in
      aggregate principal amount of the Notes and a waiver of the payment
      default that resulted from such acceleration);

            (v) make the Notes payable in money other than U.S. dollars;

            (vi) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of the Notes to receive
      payments of principal of, or interest or premium, if any, on the Notes;

            (vii) release any Guarantor from any of its obligations under its
      Note Guarantee or this Indenture, except in accordance with the terms of
      this Indenture;



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            (viii) impair the right to institute suit for the enforcement of any
      payment on or with respect to the Notes or the Note Guarantees;

            (ix) amend, change or modify the obligation of the Company to make
      and consummate an Asset Sale Offer with respect to any Asset Sale in
      accordance with Section 4.10(c) after the obligation to make such Asset
      Sale Offer has arisen, or the obligation of the Issuers to make and
      consummate a Change of Control Offer in the event of a Change of Control
      in accordance with Section 4.14 after such Change of Control has occurred,
      including, in each case, amending, changing or modifying any definition
      relating thereto;

            (x) except as otherwise permitted under Sections 4.18 and 5.01,
      consent to the assignment or transfer by the Issuers or any Guarantor of
      any of their rights or obligations under this Indenture;

            (xi) amend or modify any of the provisions of this Indenture or the
      related definitions affecting the ranking of the Notes or any Note
      Guarantee in any manner adverse to the holders of the Notes or Note
      Guarantee; or

            (xii) make any change in the preceding amendment and waiver
      provisions.

Section 9.03. Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes shall
be set forth in a document that complies with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

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

Section 9.05. Notation on or Exchange of Notes.

            (a) The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

            (b) Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.



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<PAGE>

Section 9.06. Trustee to Sign Amendments, Etc.

            The Trustee shall sign any amendment or supplement to this Indenture
or any Note authorized pursuant to this Article Nine if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Issuers may not sign an amendment or supplemental
Indenture or Note until the Board of Directors of the Company approves it. In
executing any amendment or supplement or Note, the Trustee shall be provided
with and (subject to Section 7.01) shall be fully protected in relying upon an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such amendment or supplement is authorized or permitted by this Indenture.

                                   ARTICLE TEN
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

            (a) Subject to this Article Ten, each of the Guarantors hereby,
jointly and severally, and fully and unconditionally, guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of, this
Indenture, the Notes or the obligations of the Issuers hereunder or thereunder,
that: (i) the principal of, premium, if any, and interest on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of, premium, if any, and
interest on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Issuers to the Holders
or the Trustee hereunder or thereunder shall be promptly paid in full, all in
accordance with the terms hereof and thereof; and (ii) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations, the
same shall be promptly paid in full when due in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

            (b) The Guarantors hereby agree that, to the maximum extent
permitted under applicable law, their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuers, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06,
each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Issuers,
any right to require a proceeding first against the Issuers, protest, notice and
all demands whatsoever and covenants that this Note Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.



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<PAGE>

            (c) If any Holder or the Trustee is required by any court or
otherwise to return to the Issuers, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to any of the Issuers or
the Guarantors, any amount paid by any of them to the Trustee or such Holder,
this Note Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

            (d) 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.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six for
the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such obligations as provided in Article Six hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Note Guarantee.

Section 10.02. Limitation on Guarantor Liability.

            Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute (i) a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal, state or foreign law to the
extent applicable to its Note Guarantee or (ii) an unlawful distribution under
any applicable state law prohibiting shareholder distributions by an insolvent
subsidiary to the extent applicable to its Note Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor shall be limited to the
maximum amount as shall, after giving effect to all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Note Guarantee or this Article
Ten, result in the obligations of such Guarantor under its Note Guarantee not
constituting a fraudulent transfer or conveyance or such an unlawful shareholder
distribution.

Section 10.03. Execution and Delivery of Note Guarantee.

            (a) To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
by manual or facsimile signature on each Note authenticated and delivered by the
Trustee and that this Indenture shall be executed on behalf of such Guarantor by
one of its Officers.

            (b) Each Guarantor hereby agrees that its Note 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 Note Guarantee.



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<PAGE>

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

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

            (e) If required by Section 4.18, the Company shall cause such
Subsidiaries to execute supplemental indentures to this Indenture and Note
Guarantees in accordance with Section 4.18 and this Article Ten, to the extent
applicable.

Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.

            (a) A Guarantor may not sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person, other
than the Company or another Guarantor, unless:

            (i) immediately after giving effect to that transaction, no Default
      or Event of Default exists; and

            (ii) either:

                  (A) the Person acquiring the property in any such sale or
            disposition or the Person formed by or surviving any such
            consolidation or merger (if other than the Guarantor) is organized
            or existing under the laws of the United States, any state thereof
            or the District of Columbia and assumes all the obligations of that
            Guarantor under this Indenture and its Note Guarantee pursuant to a
            supplemental indenture satisfactory to the Trustee; or

                  (B) such sale or other disposition or consolidation or merger
            complies with Section 4.10.

            (b) In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by a Guarantor, such successor Person shall succeed to and be
substituted for a Guarantor with the same effect as if it had been named herein
as a Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Note Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Issuers and
delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the date
of the execution hereof.

            (c) Except as set forth in Article Five, and notwithstanding clauses
(i) and (ii) of Section 10.04(a), nothing contained in this Indenture or in any
of the Notes shall prevent any



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<PAGE>

consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

Section 10.05. Release of Guarantor.

            Any Guarantor shall be released and relieved of any obligations
under its Note Guarantee;

            (a) in connection with any sale or other disposition of all of the
Capital Stock of that Guarantor to a Person that is not (either before or after
giving effect to such transaction) a Restricted Subsidiary of the Company, if
the sale of all such Capital Stock of that Guarantor complies with Section 4.10;

            (b) if the Company properly designates any Restricted Subsidiary
that is a Guarantor as an Unrestricted Subsidiary under this Indenture; or

            (c) upon the release or discharge of the Guarantee (including the
Guarantee under the Credit Agreement) which resulted in the creation of such
Note Guarantee pursuant to Section 4.18 (except a discharge or release by or as
a result of payment under such Guarantee); provided that such Guarantor does not
have any Preferred Stock outstanding at such time that is not held by the
Company or any Guarantor.

            Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that one of the foregoing
requirements has been satisfied and the conditions to the release of a Guarantor
under this Section 10.05 have been met, the Trustee shall execute any documents
reasonably required in order to evidence the release of such Guarantor from its
obligations under its Note Guarantee.

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

            (a) This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued hereunder, when:

            (i) either:

                  (A) all Notes that have been authenticated under this
            Indenture (except lost, stolen or destroyed Notes that have been
            replaced or paid and Notes for whose payment money has theretofore
            been deposited in trust and thereafter repaid to the Issuers) have
            been delivered to the Trustee for cancellation; or

                  (B) all Notes that have not been delivered to the Trustee for
            cancellation have become due and payable by reason of the making of
            a notice of redemption or otherwise or shall become due and payable
            within one year and the Issuers or any Guarantor have irrevocably
            deposited or caused to be deposited



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<PAGE>

            with the Trustee as trust funds in trust solely for the benefit of
            the Holders of the Notes, cash in U.S. dollars, non-callable
            Government Securities, or a combination thereof, in such amounts as
            shall be sufficient without consideration of any reinvestment of
            interest, to pay and discharge the entire indebtedness on the Notes
            not delivered to the Trustee for cancellation for principal,
            premium, if any, and accrued interest to the date of maturity or
            redemption;

            (ii) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit or shall occur as a result of such
      deposit and such deposit shall not result in a breach or violation of, or
      constitute a default under, any other instrument to which the Issuers or
      any Guarantor are a party or by which the Issuers or any Guarantor are
      bound;

            (iii) the Issuers or any Guarantor have paid or caused to be paid
      all sums payable by them under this Indenture; and

            (iv) the Issuers have delivered irrevocable instructions to the
      Trustee under this Indenture to apply the deposited money toward the
      payment of the Notes at maturity or the redemption date, as the case may
      be.

            (b) The Issuers must deliver an Officers' Certificate and an Opinion
of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

            (c) Notwithstanding the above, the Trustee shall pay to the Issuers
or any Guarantor from time to time upon their request any cash or Government
Securities held by it as provided in this section which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect a satisfaction and
discharge under this Article Eleven.

            (d) After the conditions to discharge contained in this Article
Eleven have been satisfied, the Trustee upon written request shall acknowledge
in writing the discharge of the obligations of the Issuers and the Guarantors
under this Indenture (except for those surviving obligations specified Section
11.01).

Section 11.02. Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

            Subject to Section 11.03 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 11.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including either of the Issuers acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes of all sums
due and to become due thereon in respect of principal, premium and interest, but
such money need not be segregated from other funds except to the extent required
by law.



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<PAGE>

Section 11.03. Repayment to the Issuers.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Issuers, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Issuers on their request or (if then held by the Issuers) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Issuers for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Issuers as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuers cause to be published once, in the New York
Times or The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Issuers.

                                 ARTICLE TWELVE
                             [INTENTIONALLY OMITTED]

                                ARTICLE THIRTEEN
                                  MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 13.02. Notices.

            (a) Any notice or communication by the Issuers or any Guarantor, on
the one hand, or the Trustee on the other hand, to the other is duly given if in
writing and delivered in Person or mailed by first class mail (registered or
certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the others' address:

            If to the Issuers and/or any Guarantor:

            Rainbow National Services LLC
            200 Jericho Quadrangle
            Jericho, NY 11753
            Facsimile: 516-803-3003
            Attention: Joshua W. Sapan

            And to:

            Rainbow National Services LLC
            200 Jericho Quadrangle



                                       94

<PAGE>
\
            Jericho, NY 11753
            Facsimile: 516-803-3003
            Attention: Joshua W. Sapan

            If to the Trustee:

            The Bank of New York
            101 Barclay Street, 8W
            New York, NY 10286
            Facsimile: 212-815-5707
            Attention: Corporate Trust Administration

            (b) The Issuers, the Guarantors or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

            (c) All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; three Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

            (d) Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
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. Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder whether or not actually received by such Holder.

            (e) Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance on such waiver.

            (f) In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

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

            (h) If the Issuers mail a notice or communication to Holders, they
shall mail a copy to the Trustee and each Agent at the same time.



                                       95
<PAGE>

Section 13.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 13.04.    Certificate and Opinion as to Conditions Precedent.

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

               (i) an Officers' Certificate (which shall include the statements
          set forth in Section 13.05 hereof) stating that, in the opinion of the
          signers, all conditions precedent and covenants, if any, provided for
          in this Indenture relating to the proposed action have been satisfied;
          and

               (ii) an Opinion of Counsel (which shall include the statements
          set forth in Section 13.05 hereof) stating that, in the opinion of
          such counsel (who may rely upon an Officers' Certificate as to matters
          of fact), all such conditions precedent and covenants have been
          satisfied;

except that, in the case of such request or application as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular request or application, no additional
certificate or opinion need be furnished.

Section 13.05. Statements Required in Certificate or Opinion.

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

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

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

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

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



                                       96

<PAGE>

Section 13.06. Rules by Trustee and Agents.

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

Section 13.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

               No director, officer, employee, incorporator, member, manager,
partner or stockholder of either Issuer or of any Guarantor, as such, shall have
any liability for any obligations of the Issuers or the Guarantors under the
Notes, this Indenture, the Note Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

Section 13.08. Governing Law.

               THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

Section 13.09. Consent to Jurisdiction.

               Any legal suit, action or proceeding arising out of or based upon
this Indenture or the transactions contemplated hereby ("RELATED PROCEEDINGS")
may be instituted in the federal courts of the United States of America located
in the City of New York or the courts of the State of New York in each case
located in the City of New York (collectively, the "SPECIFIED COURTS"), and each
party and each Holder by accepting the Notes irrevocably submits to the
non-exclusive jurisdiction of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail (to the
extent allowed under any applicable statute or rule of court) to such party's
address set forth above shall be effective service of process for any suit,
action or other proceeding brought in any such court. The parties and each
Holder by accepting the Notes irrevocably and unconditionally waive any
objection to the laying of venue of any suit, action or other proceeding in the
Specified Courts and irrevocably and unconditionally waive and agree not to
plead or claim in any such court has been brought in an inconvenient forum.

Section 13.10. Form of Documents Delivered to Trustee.

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

               Any certificate or opinion of an officer of the Issuers or
Guarantors may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the



                                       97

<PAGE>

certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
opinion, including any Officers' Certificate or Opinion of Counsel, may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representation by, an officer or officers of an Issuer or Guarantor
stating that the information with respect to such factual matters is in the
possession of the Issuer or Guarantor, as applicable, unless such counsel knows,
or in the exercise of reasonable care should show, that the certificate or
opinion or representations with respect to such matters are erroneous.

Section 13.11. Successors.

               All agreements of the Issuers in this Indenture and the Notes
shall bind any of their successors. All agreements of the Trustee in this
Indenture shall bind its successors. All agreements of each Guarantor in this
Indenture shall bind such Guarantor's successors, except as otherwise provided
in Section 10.04.

Section 13.12. Severability.

               In case any provision in this Indenture or the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13. Counterpart Originals.

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

Section 13.14. Acts of Holders.

               (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by the Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuers. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Issuers if made in the
manner provided in this Section 13.14.

               (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of
any such instrument or writing, or the authority



                                       98

<PAGE>

of the Person executing the same, may also be proved in any other manner which
the Trustee deems sufficient.

               (c) Notwithstanding anything to the contrary contained in this
Section 13.14, the principal amount and serial numbers of Notes held by any
Holder, and the date of holding the same, shall be proved by the register of the
Notes maintained by the Registrar as provided in Section 2.04.

               (d) If the Issuers shall solicit from the Holders of the Notes
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Issuers may, at their option, by or pursuant to a resolution of the
Board of Directors of the Company, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Issuers shall have no
obligation to do so. Notwithstanding TIA Section 316(c), such record date shall
be the record date specified in or pursuant to such resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith or the date of the most recent list of
Holders forwarded to the Trustee prior to such solicitation pursuant to Section
2.06 and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of the then outstanding Notes have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the then outstanding Notes shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

               (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration or transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Issuers in reliance thereon, whether or not notation of such
action is made upon such Note.

               (f) Without limiting the foregoing, a Holder entitled hereunder
to take any action hereunder with regard to any particular Note may do so itself
with regard to all or any part of the principal amount of such Note.

Section 13.15. Benefit of Indenture.

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



                                       99

<PAGE>

Section 13.16. Table of Contents, Headings, Etc.


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

                            [SIGNATURE PAGES FOLLOW]



                                      100

<PAGE>

               IN WITNESS WHEREOF, the parties have executed this Indenture as
of August __, 2004.

                           RAINBOW NATIONAL SERVICES LLC

                           By: _______________________________
                               Name:
                               Title:

                           RNS CO-ISSUER CORPORATION

                           By: _______________________________
                               Name:
                               Title:

                           AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           THE INDEPENDENT FILM CHANNEL LLC
                           By:  RAINBOW NATIONAL SERVICES LLC

                           By: _______________________________
                               Name:
                               Title:

                           AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION

                           By: _______________________________
                               Name:
                               Title:



                                      S-1

<PAGE>

                           AMC PRODUCTIONS, INC.

                           By: _______________________________
                               Name:
                               Title:

                           WE: WOMEN'S ENTERTAINMENT PRODUCTIONS, INC.

                           By: _______________________________
                               Name:
                               Title:

                           IFC PROGRAMMING, INC.

                           By: _______________________________
                               Name:
                               Title:

                           AMC FILM HOLDINGS LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           AMC MOVIE COMPANION LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:



                                      S-2

<PAGE>

                           AMC NEW MEDIA LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           MONSTERS VOD SERVICES LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           WE: WOMEN'S ENTERTAINMENT LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           WE NEW MEDIA LLC
                           By: WE: WOMEN'S ENTERTAINMENT LLC
                              By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:



                                      S-3

<PAGE>

                           IFC DIGITAL MEDIA LLC
                           By: THE INDEPENDENT FILM CHANNEL LLC
                             By: RAINBOW NATIONAL SERVICES LLC

                           By: _______________________________
                               Name:
                               Title:

                           IFC VOD SERVICES LLC
                           By: THE INDEPENDENT FILM CHANNEL LLC
                              By: RAINBOW NATIONAL SERVICES LLC

                           By: _______________________________
                               Name:
                               Title:



                                      S-4

<PAGE>

                                      THE BANK OF NEW YORK, as Trustee

                                      By: _______________________________
                                          Name:
                                          Title:



                                      S-5

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE issuers.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE Issuers OR ANY
AFFILIATE OF THE Issuers were THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE
"RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES and guarantees ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE



                                      A-1

<PAGE>

MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE Issuers' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

  [ADDITIONAL LANGUAGE FOR REGULATION S NOTE TO BE INSERTED AFTER PARAGRAPH 1]

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN).



                                      A-2

<PAGE>

                                                                           CUSIP

No.                                                                **$________**


                          RAINBOW NATIONAL SERVICES LLC
                            RNS CO-ISSUER CORPORATION

                          8-3/4% SENIOR NOTES DUE 2012

Issue Date:

      Rainbow National Services LLC, a Delaware limited liability company (the
"COMPANY"), and RNS Co-Issuer Corporation, a Delaware corporation (the
"CO-ISSUER CORP." and, together with the Company, the "ISSUERS," which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to CEDE & CO., or its registered assigns, the
principal sum of $300,000,000 on September 1, 2012.

Interest Payment Dates: March 1 and September 1, commencing March 1, 2005.

Record Dates: February 15 and August 15.

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

                            [SIGNATURE PAGE FOLLOWS]

                  [ATTACH NOTATION OF GUARANTEE FOR GUARANTORS]



                                       A-3

<PAGE>

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

                                        RAINBOW NATIONAL SERVICES
                                        LLC, a Delaware limited
                                        liability company

                                        By: ________________________
                                            Name:
                                            Title:

Attest:

By: __________________________
Name:
Title:

                                        RNS CO-ISSUER CORPORATION, a Delaware
                                        corporation

                                        By: ________________________
                                            Name:
                                            Title:

Attest:

By: __________________________
Name:
Title:



                                      A-4

<PAGE>

                    (Trustee's Certificate of Authentication)

This is one of the 8-3/4% Senior Notes due 2012 described in the
within-mentioned Indenture.

Dated:  August 20, 2004

THE BANK OF NEW YORK,
as Trustee

By: __________________________________
    Authorized Signatory



                                      A-5

<PAGE>

                             [Reverse Side of Note]

                          RAINBOW NATIONAL SERVICES LLC
                            RNS CO-ISSUER CORPORATION

                          8-3/4% SENIOR NOTES DUE 2012

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1. Interest. The Issuers promise to pay interest on the principal
amount of this Note at 8-3/4% per annum from the date hereof until maturity. The
Issuers shall pay interest semi-annually in arrears on March 1 and September 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "INTEREST PAYMENT DATE"). Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be March 1, 2005. The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal from time to time on demand at the same rate; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.

            2. Method of Payment. The Issuers shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the record date immediately preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. If a Holder has given wire
transfer instructions to the Issuers, the Issuers shall pay all principal,
interest and premium, if any, on that Holder's Notes in accordance with those
instructions. All other payments on Notes shall be made at the office or agency
of the Paying Agent and Registrar within the City and State of New York unless
the Issuers elect to make interest payments by check mailed to the Holders at
their addresses set forth in the register of Holders. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

            3. Paying Agent and Registrar. Initially, the Trustee under the
Indenture shall act as Paying Agent and Registrar. The Issuers may change any
Paying Agent or Registrar without prior notice to any Holder. The Issuers or any
of their Subsidiaries may act in any such capacity.

            4. Indenture. The Issuers issued the Notes under an Indenture dated
as of August 20, 2004 ("INDENTURE") among the Company, Co-Issuer Corp., the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those specifically made



                                      A-6

<PAGE>

part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended. The Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Indenture
pursuant to which this Note is issued provides that an unlimited aggregate
principal amount of Additional Notes may be issued thereunder.

            5. Optional Redemption. (a) Except as set forth in paragraphs 5(b)
and (c) below, the Issuers shall not have the option to redeem the Notes prior
to September 1, 2008. On or after September 1, 2008, the Issuers may redeem all
or part of the Notes, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on September 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                Percentage
<S>                                                 <C>
2008.............................................    104.375%
2009.............................................    102.188%
2010 and thereafter..............................    100.000%
</TABLE>

            (b) At any time prior to September 1, 2007, the Issuers may, on any
one or more occasions, redeem up to 35% of the aggregate principal amount of
Notes issued under the Indenture (including any Additional Notes) at a
redemption price of 108.75% of the principal amount thereof, plus accrued and
unpaid interest, if any, thereon to the applicable redemption date, with the net
cash proceeds of one or more Qualified Equity Offerings; provided that (1) at
least 65% of the aggregate principal amount of Notes issued under the Indenture
(including any Additional Notes) remains outstanding immediately after the
occurrence of such redemption, excluding Notes held by the Issuers and their
Subsidiaries; and (2) the redemption must occur within 90 days of the date of
the closing of such Qualified Equity Offering.

            (c) If at any time prior to September 1, 2008: (i)(A) the Company
has made an Asset Sale Offer for 50% or more of the outstanding Notes in
compliance with Section 4.10, (B) the Company has purchased all Notes tendered
and (C) less than all of the outstanding Notes have been tendered and purchased
pursuant to such Asset Sale Offer; or (ii) the Company or a Restricted
Subsidiary thereof has entered into a binding agreement related to a transaction
that is subject to Section 5.01 pursuant to which the Company or any of its
Restricted Subsidiaries is entitled to receive net proceeds in excess of the sum
of the principal amount of all secured Indebtedness and Notes outstanding at
such time, then the Company may redeem all or part of the Notes at a redemption
price equal to the sum of (A) 100% of the principal amount thereof, plus (B) the
Applicable Premium as of the date of redemption, plus (C) accrued and unpaid
interest, if any, to the date of redemption.

            6. Repurchase at Option of Holder. Upon the occurrence of (a) a
Change of Control, the Holders of the Notes shall have the right to require the
Company to purchase such Holder's outstanding Notes on the terms set forth in
the Indenture and (b) an Asset Sale, the Company may be obligated to make offers
to purchase Notes with a portion of the Net Proceeds of such Asset Sale on the
terms set forth in the Indenture.



                                      A-7

<PAGE>

            7. Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in minimum denominations of $5,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers are not required
to transfer or exchange any Note selected for redemption.

            8. Persons Deemed Owners. The registered Holder of a Note shall be
treated as its owner for all purposes.

            9. Amendment, Supplement and Waiver. The Indenture and the Notes may
be amended or supplemented and any existing default or compliance with any
provision of the Indenture or the Notes may be waived only in accordance with
the Indenture.

            10. Defaults and Remedies. In the case of an Event of Default
arising from events of bankruptcy or insolvency specified in the Indenture, all
outstanding Notes may become due and payable in the manner and with the effect
provided in the Indenture.

            11. Trustee Dealings with Issuers. The Trustee in its individual or
any other capacity may become the owner or pledgee of Notes and may become a
creditor of, or otherwise deal with the Issuers or any of their Affiliates, with
the same rights it would have if it were not Trustee.

            12. No Recourse Against Others. No director, officer, employee,
incorporator, member, manager, partner or stockholder of the Issuers or any
Guarantor, as such, shall have any liability for any obligations of the Issuers
or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. This waiver and release are part of the consideration for issuance of
the Notes.

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

            14. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

            15. Guarantee. The Issuers' obligations under the Notes are fully
and unconditionally guaranteed, jointly and severally, by the Guarantors.

            16. Copies of Documents. The Company shall furnish to any Holder
upon written request and without charge a copy of the Indenture. Requests may be
made to:

            Rainbow National Services LLC



                                      A-8

<PAGE>

            200 Jericho Quadrangle
            Jericho, New York  11753
            Attention: Joshua W. Sapan, President and Chief Executive Officer

            And to:

            Rainbow National Services LLC
            200 Jericho Quadrangle
            Jericho, NY 11753
            Attention:  Chief Financial Officer



                                      A-9

<PAGE>

                                 ASSIGNMENT FORM

            To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (INSERT ASSIGNEE'S LEGAL NAME)

________________________________________________________________________________

                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Issuers. The agent may substitute
another to act for him.

Date: ________________

                               Your Signature:__________________________________
                                              (Sign exactly as your name appears
                                               on the face of this Note)

Signature Guarantee*:____________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                      A-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company or
the Issuers pursuant to Section 4.10(c) or 4.14 of the Indenture, respectively,
check the appropriate box below:

               [ ] Section 4.10(c)            [ ] Section 4.14

            If you want to elect to have only part of the Note purchased by the
Company or the Issuers pursuant to Section 4.10(c) or Section 4.14 of the
Indenture, respectively, state the amount you elect to have purchased:

                                $_______________

Date: ______________

                               Your Signature:__________________________________
                                              (Sign exactly as your name appears
                                               on the face of this Note)

                               Tax Identification No.:__________________________

Signature Guarantee*: ___________________

*   Participant in a recognized Signature Guarantee Medallion Program (or other
    signature guarantor acceptable to the Trustee).



                                      A-11

<PAGE>

                   [TO BE INSERTED FOR RULE 144A GLOBAL NOTE]

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount at
                                                                            Maturity
                       Amount of Decrease in  Amount of Increase in    of this Global Note       Signature of
                        Principal Amount at    Principal Amount at       Following such       Authorized Officer
                             Maturity                Maturity             decrease (or           of Trustee or
Date of Exchange       of this Global Note    of this Global Note          increase)              Custodian
----------------       ---------------------  ---------------------    -------------------    ------------------
<S>                    <C>                    <C>                      <C>                    <C>
</TABLE>

                  [TO BE INSERTED FOR REGULATION S GLOBAL NOTE]

                SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE

            The following exchanges of a part of this Regulation S Global Note
for an interest in another Global Note or of other Restricted Global Notes for
an interest in this Regulation S Global Note, have been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount at
                                                                            Maturity
                       Amount of Decrease in  Amount of Increase in    of this Global Note       Signature of
                       Principal Amount at    Principal Amount at        Following such       Authorized Officer
                            Maturity                Maturity              decrease (or          of Trustee or
Date of Exchange       of this Global Note    of this Global Note           increase)             Custodian
----------------       ---------------------  ---------------------    -------------------    ------------------
<S>                    <C>                    <C>                      <C>                    <C>
</TABLE>



                                      A-12

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Rainbow National Services LLC
200 Jericho Quadrangle
Jericho, New York  11753
Attention: Joshua W. Sapan, President and Chief Executive Officer

The Bank of New York
101 Barclay Street, 8W
New York, New York 10286
Attention: Corporate Trust Administration

            Re: 8-3/4% Senior Notes due 2012

            Reference is hereby made to the Indenture, dated as of August 20,
2004 (the "INDENTURE"), among Rainbow National Services LLC, a Delaware limited
liability company (the "COMPANY"), RNS Co-Issuer Corporation, a Delaware
corporation (the "CO-ISSUER CORP." and, together with the Company, the
"ISSUERS"), the Guarantors, and The Bank of New York, a New York banking
corporation, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

            ___________________ (the "TRANSFEROR") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount at maturity of $___________ in such Note[s] or interests (the
"TRANSFER"), to ___________________________ (the "TRANSFEREE"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

      [ ] 1. Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the Securities
Act of 1933, as amended (the "SECURITIES ACT"), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Definitive Note is
being transferred to a Person that the Transferor reasonably believed and
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

      [ ] 2. Check if Transferee will take delivery of a beneficial interest in
a Legended Regulation S Global Note, or a Definitive Note pursuant to Regulation
S. The



                                      B-1

<PAGE>

Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (A) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (B) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Legended
Regulation S Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

      [ ] 3. Check and complete if Transferee will take delivery of a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule
144, Rule 144A or Regulation S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state
of the United States, and accordingly the Transferor hereby further certifies
that (check one):

      [ ] (a) such Transfer is being effected to the Company or a subsidiary
thereof; or

      [ ] (b) such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to Restricted Definitive
Notes and the requirements of the exemption claimed, which certification is
supported by (1) a certificate executed by the Transferee in the form of Exhibit
D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or
the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Definitive Note will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Definitive Notes and in the Indenture and the Securities Act.

          4. Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

      [ ] (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities



                                       B-2

<PAGE>

laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

      [ ] (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and, in the case of a transfer from a Restricted Global Note or a
Restricted Definitive Note, the Transferor hereby further certifies that (a) the
Transfer is not being made to a person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (b) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (c) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (d) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person, and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      [ ] (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



                                       B-3

<PAGE>

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers.

                                              Dated:____________________________

                                              __________________________________
                                                 [Insert Name of Transferor]

                                              By:_______________________________
                                                 Name:
                                                 Title:



                                      B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

                    [CHECK ONE OF (a) OR (b)]

       [ ]  (a)   a beneficial interest in the:

            (i)   144A Global Note (CUSIP __________); or

            (ii)  Regulation S Global Note (CUSIP __________); or

       [ ]  (b)   a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

                          [CHECK ONE]

       [ ]  (a)   a beneficial interest in the:

            (i)   144A Global Note (CUSIP __________); or

            (ii)  Regulation S Global Note (CUSIP __________); or

            (iii) Unrestricted Global Note (CUSIP __________); or

       [ ]  (b)   a Restricted Definitive Note; or

       [ ]  (c)   an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.



                                      B-5

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Rainbow National Services LLC
200 Jericho Quadrangle
Jericho, New York  11753
Attention:  Joshua W. Sapan, President and Chief Executive Officer

The Bank of New York
101 Barclay Street, 8W
New York, New York 10286
Attention:  Corporate Trust Administration

          Re: 8-3/4% Senior Notes due 2012

          Reference is hereby made to the Indenture, dated as of August 20, 2004
(the "INDENTURE"), among Rainbow National Services LLC, a Delaware limited
liability company (the "COMPANY"), RNS Co-Issuer Corporation, a Delaware
corporation (the "CO-ISSUER CORP." and, together with the Company, the
"ISSUERS"), the Guarantors and The Bank of New York, a New York banking
corporation, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

          __________________________ (the "OWNER") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount at maturity of $____________ in such Note[s] or interests (the
"EXCHANGE"). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in
a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note

      [ ] (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

           [ ] (b) Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer,



                                      C-1

<PAGE>

(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

      [ ] (c) Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      [ ] (d) Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

      [ ] (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

      [ ] (b) Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
:

          [ ] 144A Global Note, :



                                      C-2

<PAGE>

          [ ] Regulation S Global Note, :

with an equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issues.

                                          Dated:_________________________

                                          ______________________________________
                                               [Insert Name of Transferor]

                                          By:___________________________________
                                             Name:
                                             Title:



                                      C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Rainbow National Services LLC
200 Jericho Quadrangle
Jericho, New York  11753
Attention: Joshua W. Sapan, President and Chief Executive Officer

The Bank of New York
101 Barclay Street, 8W
New York, New York 10286
Attention: Corporate Trust Administration

          Re: 8-3/4% Senior Notes due 2012

          Reference is hereby made to the Indenture, dated as of August 20, 2004
(the "INDENTURE"), among Rainbow National Services LLC, a Delaware limited
liability company (the "COMPANY"), RNS Co-Issuer Corporation, a Delaware
corporation (the "CO-ISSUER CORP." and, together with the Company, the
"ISSUERS"), the Guarantors and The Bank of New York, a New York banking
corporation, as trustee (the "TRUSTEE"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

          In connection with our proposed purchase of $____________ aggregate
principal amount of:

          (a) [ ] beneficial interest in a Global Note, or

          (b) [ ]a Definitive Note,

          we confirm that:

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

          2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we shall do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the



                                      D-1

<PAGE>

Issuers a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Issuers to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

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

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

          5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

          The Trustee and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

Dated:___________________                   ____________________________________
                                            [Insert Name of Accredited Investor]

                                            By:_________________________________
                                               Name:
                                               Title:



                                      D-2

<PAGE>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

          For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in and subject to the provisions in the
Indenture dated as of August 20, 2004 (the "INDENTURE") among Rainbow National
Services LLC, a Delaware limited liability company (the "COMPANY"), RNS
Co-Issuer Corporation, a Delaware corporation (the "CO-ISSUER CORP." and,
together with the Company, the "ISSUERS"), the other Guarantors (as defined in
the Indenture) and The Bank of New York, a New York banking corporation, as
trustee (the "TRUSTEE"), (a) the due and punctual payment of the principal of,
premium, if any, and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, and the due and
punctual payment of interest on overdue principal, premium, if any, and interest
on the Notes, if lawful (subject in all cases to any applicable grace periods
provided in the Indenture and the Notes), and the due and punctual performance
of all other obligations of the Issuers to the Holders or the Trustee all in
accordance with the terms of the Indenture and the Notes and (b) in case of any
extension of time of payment or renewal of any Notes or any of 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, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article Ten of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound
by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder
for such purpose.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute (i) a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal, state or foreign law to the
extent applicable to its Note Guarantee or (ii) an unlawful distribution under
any applicable state law prohibiting shareholder distributions by an insolvent
subsidiary to the extent applicable to its Note Guarantee.

                            [SIGNATURE PAGE FOLLOWS]



                                      E-1

<PAGE>

 IN WITNESS HEREOF, each Guarantor has caused this Notation of Guarantee to be
signed manually or by facsimile by its duly authorized officers.

                           AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           THE INDEPENDENT FILM CHANNEL LLC
                           By: RAINBOW NATIONAL SERVICES LLC

                           By: _______________________________
                               Name:
                               Title:

                           AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION

                           By: _______________________________
                               Name:
                               Title:

                           AMC PRODUCTIONS, INC.

                           By: _______________________________
                               Name:
                               Title:

                           WE: WOMEN'S ENTERTAINMENT PRODUCTIONS, INC.

                           By: _______________________________
                               Name:
                               Title:



                                      E-2

<PAGE>

                           IFC PROGRAMMING, INC.

                           By: _______________________________
                               Name:
                               Title:

                           AMC FILM HOLDINGS LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           AMC MOVIE COMPANION LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           AMC NEW MEDIA LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           MONSTERS VOD SERVICES LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:



                                      E-3

<PAGE>

                           WE: WOMEN'S ENTERTAINMENT LLC
                           By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           WE NEW MEDIA LLC
                           By: WE: WOMEN'S ENTERTAINMENT LLC
                             By: AMERICAN MOVIE CLASSICS COMPANY LLC

                           By: _______________________________
                               Name:
                               Title:

                           IFC DIGITAL MEDIA LLC
                           By: THE INDEPENDENT FILM CHANNEL LLC
                             By: RAINBOW NATIONAL SERVICES LLC

                           By: _______________________________
                               Name:
                               Title:

                           IFC VOD SERVICES LLC
                           By: THE INDEPENDENT FILM CHANNEL LLC
                              By: RAINBOW NATIONAL SERVICES LLC

                           By: _______________________________
                               Name:
                               Title:



                                      E-4