<PAGE>   1
                                                                     Exhibit 4.6

                                                                  EXECUTION COPY

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

                            WESCO DISTRIBUTION, INC.

                    9-1/8% Senior Subordinated Notes due 2008


                                   ----------

                                    INDENTURE

                           Dated as of August 23, 2001

                                   ----------

                                 BANK ONE, N.A.,

                                     Trustee


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

<PAGE>   2

                         TABLE OF CONTENTS

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

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

SECTION 1.01.  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02.  Other Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . 22
SECTION 1.04.  Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

                                    ARTICLE 2

                                    The Notes

SECTION 2.01.  Amount of Notes; Issuable in Series . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.02.  Form and Dating  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
SECTION 2.03.  Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . .24
SECTION 2.04.  Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . .24
SECTION 2.05.  Paying Agent To Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.06.  Noteholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
SECTION 2.07.  Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.08.  Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.09.  Outstanding Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.10.  Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.11.  Cancelation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.12.  Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
SECTION 2.13.  CUSIP and ISIN Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

                                    ARTICLE 3

                                   Redemption

SECTION 3.01.  Notices to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.02.  Selection of Notes To Be Redeemed . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.03.  Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.04.  Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . .29
SECTION 3.05.  Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.06.  Notes Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

                                    ARTICLE 4

                                    Covenants

SECTION 4.01.  Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
SECTION 4.02.  SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.03.  Limitation on Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.04.  Limitation on Restricted Payments  . . . . . . . . . . . . . . . . . . . . . .33
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                         <C>
SECTION 4.05.  Limitation on Restrictions on Distributions from
                      Restricted Subsidiaries . . . . . . . . . . . . . . . . .. . . . . . . 36
SECTION 4.06.  Limitation on Sales of Assets and Subsidiary Stock . . . . . . . . . . . . . .37
SECTION 4.07.  Limitation on Transactions with Affiliates  . . . . . . . . . . . . . . . . . 40
SECTION 4.08.  Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.09.  Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
SECTION 4.10.  Further Instruments and Acts . . . . . . . . . . . . . . . . . . . . . . . . .43
SECTION 4.11.  Limitation on the Sale or Issuance of Capital Stock of
                      Restricted Subsidiaries . . . . . . . . . . . . . . . . .. . . . . . . 43
SECTION 4.12.  Limitation on Liens  . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 43

                                    ARTICLE 5

                                Successor Company

SECTION 5.01.  When Company May Merge or Transfer Assets . . . . . . . . . . . . . . . . . . 44

                                    ARTICLE 6

                              Defaults and Remedies

SECTION 6.01.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.02.  Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
SECTION 6.03.  Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
SECTION 6.04.  Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.05.  Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.06.  Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.07.  Rights of Noteholders to Receive Payment . . . . . . . . . . . . . . . . . . .48
SECTION 6.08.  Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . .48
SECTION 6.09.  Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . .48
SECTION 6.10.  Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
SECTION 6.11.  Undertaking for Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
SECTION 6.12.  Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . .49

                                    ARTICLE 7

                                     Trustee

SECTION 7.01.  Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.02.  Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.03.  Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . .51
SECTION 7.04.  Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
SECTION 7.05.  Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.06.  Reports by Trustee to Noteholders . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.07.  Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . .52
SECTION 7.08.  Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .53
SECTION 7.09.  Successor Trustee by Merger . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.10.  Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 7.11.  Preferential Collection of Claims Against Company . . . . . . . . . . . . . . 54
</TABLE>

<PAGE>   4

<TABLE>
<S>                                                                                         <C>
                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Notes; Defeasance . . . . . . . . . . . . . . . . . 54
SECTION 8.02.  Conditions to Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . .55
SECTION 8.03.  Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . .56
SECTION 8.04.  Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
SECTION 8.05.  Indemnity for Government Obligations . . . . . . . . . . . . . . . . . . . . .56
SECTION 8.06.  Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

                                    ARTICLE 9

                                   Amendments

SECTION 9.01.  Without Consent of Noteholders . . . . . . . . . . . . . . . . . . . . . . . .57
SECTION 9.02.  With Consent of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.03.  Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.04.  Revocation and Effect of Consents and Waivers . . . . . . . . . . . . . . . . 59
SECTION 9.05.  Notation on or Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . .59
SECTION 9.06.  Trustee To Sign Amendments . . . . . . . . . . . . . . . . . . . . . . . . . .59

                                   ARTICLE 10

                                  Subordination

SECTION 10.01.  Agreement To Subordinate  . . . . . . . . . . . . . . . . . . . . . . . . . .59
SECTION 10.02.  Liquidation, Dissolution, Bankruptcy  . . . . . . . . . . . . . . . . . . . .60
SECTION 10.03.  Default on Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 10.04.  Acceleration of Payment of Notes . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.05.  When Distribution Must Be Paid Over  . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.06.  Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.07.  Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
SECTION 10.08.  Subordination May Not Be Impaired by the Company . . . . . . . . . . . . . . 62
SECTION 10.09.  Rights of Trustee and Paying Agent . . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.10.  Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . 62
SECTION 10.11.  Article 10 Not To Prevent Events of Default or
                      Limit Right To Accelerate . . . . . . . . . . . . . . . .. . . . . . . 62
SECTION 10.12.  Trust Moneys Not Subordinated  . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 10.13.  Trustee Entitled To Rely  . . . . . . . . . . . . . . . . . . . . . . . . . .63
SECTION 10.14.  Trustee To Effectuate Subordination . . . . . . . . . . . . . . . . . . . . .63
SECTION 10.15.  Trustee Not Fiduciary for Holders of
                      Senior Indebtedness . . . . . . . . . . . . . . . . . . .. . . . . . . 63
SECTION 10.16.  Reliance by Holders of Senior Indebtedness on
                      Subordination Provisions . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 10.17.  Trustee's Compensation Not Prejudiced  . . . . . . . . . . . . . . . . . . . 64
</TABLE>


<PAGE>   5


<TABLE>
<S>                                                                                         <C>
                                   ARTICLE 11

                               Holdings Guarantee

SECTION 11.01.  Holdings Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.02.  Limitation on Liability . . . . . . . . . . . . . . . . . . . . . . . . . . .66
SECTION 11.03.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 11.04.  No Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 11.05.  Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

                                   ARTICLE 12

                     Subordination of the Holdings Guarantee

SECTION 12.01.  Agreement To Subordinate  . . . . . . . . . . . . . . . . . . . . . . . . . .67
SECTION 12.02.  Liquidation, Dissolution, Bankruptcy  . . . . . . . . . . . . . . . . . . . .67
SECTION 12.03.  Default on Designated Senior Indebtedness of Holdings . . . . . . . . . . . .67
SECTION 12.04.  Demand for Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 12.05.  When Distribution Must Be Paid Over  . . . . . . . . . . . . . . . . . . . . 68
SECTION 12.06.  Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 12.07.  Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69
SECTION 12.08.  Subordination May Not Be Impaired by Holdings . . . . . . . . . . . . . . . .69
SECTION 12.09.  Rights of Trustee and Paying Agent . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.10.  Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . 69
SECTION 12.11.  Article 12 Not To Prevent Events of Default or
                      Limit Right To Accelerate . . . . . . . . . . . . . . . .. . . . . . . 69
SECTION 12.12.  Trustee Entitled To Rely  . . . . . . . . . . . . . . . . . . .. . . . . . . 70
SECTION 12.13.  Trustee To Effectuate Subordination . . . . . . . . . . . . . . . . . . . . .70
SECTION 12.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness
                      of Holdings . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 70
SECTION 12.15.  Reliance by Holders of Senior Indebtedness of Holdings
                      on Subordination Provisions  . . . . . . . . . . . . . . . . . . . . . 70
SECTION 12.16.  Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

                                   ARTICLE 13

                                  Miscellaneous

SECTION 13.01.  Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 13.02.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
SECTION 13.03.  Communication by Noteholders with Other Noteholders . . . . . . . . . . . . .71
SECTION 13.04.  Certificate and Opinion as to Conditions Precedent  . . . . . . . . . . . . .72
SECTION 13.05.  Statements Required in Certificate or Opinion  . . . . . . . . . . . . . . . 72
SECTION 13.06.  When Notes Disregarded . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar . . . . . . . . . . . . . . . . 72
SECTION 13.08.  Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 13.09.  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
SECTION 13.10.  No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 13.11.  Successors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
SECTION 13.12.  Multiple Originals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
SECTION 13.13.  Table of Contents; Headings . . . . . . . . . . . . . . . . . . . . . . . . .73
</TABLE>

<PAGE>   6

Appendix A   -  Provisions Relating to Original Notes, Additional Notes, Private
                Exchange Notes and Exchange Notes
Exhibit A    -  Form of Initial  Note
Exhibit B    -  Form of  Exchange Note
Exhibit C    -  Form of Transferee Letter of Representation

<PAGE>   7

                                    INDENTURE dated as of August 23, 2001, among
                           WESCO DISTRIBUTION, INC., a Delaware corporation (the
                           "Company"), WESCO INTERNATIONAL, INC., a Delaware
                           corporation, as guarantor ("Holdings"), and BANK ONE,
                           N.A., a national banking association, as trustee (the
                           "Trustee").

               Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of (i) the Company's 9 1/8%
Senior Subordinated Notes due 2008 issued on the date hereof (the "Original
Notes"), (ii) any Additional Notes (as defined herein) that may be issued on any
Issue Date (all such Notes in clauses (i) and (ii) being referred to
collectively as the "Initial Notes"), (iii) if and when issued as provided in a
Registration Agreement (as defined in Appendix A hereto (the "Appendix")), the
Company's 9 1/8% Senior Subordinated Notes due 2008 issued in a Registered
Exchange Offer (as defined in the Appendix) in exchange for any Initial Notes
(the "Exchange Notes") and (iv) if and when issued as provided in a Registration
Agreement, the Private Exchange Notes (as defined in the Appendix) issued in a
Private Exchange (as defined in the Appendix, and together with the Initial
Notes and any Exchange Notes issued hereunder, the "Notes"). On the date hereof,
$100,000,000 in aggregate principal amount of Notes will initially be issued.
Subject to the conditions and in compliance with the covenants set forth herein,
the Company may issue Additional Notes from time to time.

                                    ARTICLE 1

                   Definitions and Incorporation by Reference

               SECTION 1.01.  Definitions.

               "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Related Business; (ii) the Capital Stock of a Person that
becomes a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Restricted Subsidiary; or (iii) Capital Stock
constituting a minority interest in any Person that at such time is a Restricted
Subsidiary; provided, however, that any such Restricted Subsidiary described in
clause (ii) or (iii) above is primarily engaged in a Related Business.

               "Additional Notes" means any 9 1/8% Senior Subordinated Notes due
2008 issued under the terms of this Indenture subsequent to the Closing Date.

               "Adjusted Consolidated Assets" means at any time the total amount
of assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), after deducting
therefrom all current liabilities of the Company and its Restricted Subsidiaries
(excluding intercompany items), all as set forth on the Consolidated balance
sheet of the Company and its Restricted Subsidiaries as of the end of the most
recent fiscal quarter for which financial statements are available prior to the
date of determination.

<PAGE>   8

                                                                               2

               "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 the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

               "Applicable Premium" means, with respect to a Note at any
redemption date, the greater of (i) 1.0% of the principal amount of such Note
and (ii) the excess of (A) the present value at such time of (1) the redemption
price of such Note at June 1, 2003 (such redemption price being set forth in the
table in paragraph 5 of the Notes) plus (2) all required interest payments due
on such Note through June 1, 2003 (excluding accrued but unpaid interest),
computed using a discount rate equal to the Treasury Rate plus 50 basis points,
over (B) the then-outstanding principal amount of such Note.

               "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation, or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (i) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary), (ii) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary or
(iii) any other assets of the Company or any Restricted Subsidiary outside the
ordinary course of business of the Company or such Restricted Subsidiary (other
than, in the case of (i), (ii) and (iii) above, (A) a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Wholly Owned Subsidiary, (B) for purposes of the provisions
described in Section 4.06 only, a disposition subject to Section 4.04, (C) a
disposition of assets with a fair market value of less than $1,000,000, (D) a
sale of accounts receivable and related assets of the type specified in the
definition of "Qualified Receivables Transaction" to a Receivables Entity in a
Qualified Receivables Transaction, (E) a transfer of accounts receivables and
related assets of the type specified in the definition of "Qualified Receivables
Transaction" (or a fractional undivided interest therein) by a Receivables
Entity in a Qualified Receivables Transaction, (F) the disposition of all or
substantially all of the assets of the Company in a manner permitted pursuant to
the provisions of Section 5.01 or any disposition that constitutes a Change of
Control, (G) any exchange of like property pursuant to Section 1031 of the Code
for use in a Related Business, and (H) any sale of Capital Stock in, or
Indebtedness or other securities of, an Unrestricted Subsidiary).

               "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

               "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of the numbers of years from the date of
determination to the dates of each

<PAGE>   9

                                                                               3

successive scheduled principal payment of such Indebtedness or redemption or
similar payment with respect to such Preferred Stock multiplied by the amount of
such payment by (ii) the sum of all such payments.

               "Bank Indebtedness" means any and all amounts payable under or in
respect of the Credit Agreement and any Refinancing Indebtedness with respect
thereto, as amended from time to time, including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, guarantees, indemnities and all other
amounts payable thereunder or in respect thereof.

               "Board of Directors" means the Board of Directors of the Company
or any committee thereof duly authorized to act on behalf of such Board.

               "Business Day" means each day which is not a Legal Holiday.

               "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.

               "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be prepaid by the lessee
without payment of a penalty.

               "Change of Control" means the occurrence of any of the following
events:

               (i) (A) any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act), other than one or more Permitted Holders,
         is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
         of the Exchange Act (except that for purposes of this clause such
         person shall be deemed to have "beneficial ownership" of all shares
         that any such person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of more than 35% of the total voting power of the Voting
         Stock of the Company or Holdings and (B) the Permitted Holders
         "beneficially own" (as defined in Rules 13d-3 and 13d-5 of the Exchange
         Act), directly or indirectly, in the aggregate a lesser percentage of
         the total voting power of the Voting Stock of the Company or Holdings
         than such other person and do not have the right or ability by voting
         power, contract or otherwise to elect or designate for election a
         majority of the board of directors of the Company or Holdings, as the
         case may be (for the purposes of this clause (i), (x) such other person
         shall be deemed to beneficially own any Voting Stock of a specified
         corporation held by a parent corporation, if such other person is the
         "beneficial owner" (as defined in subparagraph (A) of this clause (i)),
         directly or indirectly, of more than 35% of the voting power of the
         Voting Stock of such parent corporation and the Permitted Holders
         "beneficially own" (as defined in Rules 13d-3 and 13d-5 of the Exchange

<PAGE>   10

                                                                               4

         Act), directly or indirectly, in the aggregate a lesser percentage of
         the voting power of the Voting Stock of such parent corporation and do
         not have the right or ability by voting power, contract or otherwise to
         elect or designate for election a majority of the board of directors of
         such parent corporation and (y) the Permitted Holders shall be deemed
         to beneficially own any Voting Stock of an entity (the "specified
         entity") held by any other entity (the "parent entity") so long as the
         Permitted Holders beneficially own (as so defined), directly or
         indirectly, in the aggregate a majority of the voting power of the
         Voting Stock of the parent entity);

               (ii) during any period of two consecutive years commencing on
         June 5, 1998, individuals who at the beginning of such period
         constituted the board of directors of the Company or Holdings, as the
         case may be (together with any new directors whose election by such
         board of directors of the Company or Holdings, as the case may be, or
         whose nomination for election by the shareholders of the Company or
         Holdings, as the case may be, was approved by a vote of 66-2/3% of the
         directors of the Company or Holdings, as the case may be, then still in
         office who were either directors at the beginning of such period or
         whose election or nomination for election was previously so approved)
         cease for any reason to constitute a majority of the board of directors
         of the Company or Holdings, as the case may be, then in office; or

               (iii) the merger or consolidation of the Company or Holdings with
         or into another Person or the merger of another Person with or into the
         Company or Holdings, or the sale of all or substantially all the assets
         of the Company or Holdings to another Person (other than a Person that
         is controlled by the Permitted Holders), and, in the case of any such
         merger or consolidation, the securities of the Company or Holdings that
         are outstanding immediately prior to such transaction and which
         represent 100% of the aggregate voting power of the Voting Stock of the
         Company or Holdings are changed into or exchanged for cash, securities
         or property, unless pursuant to such transaction such securities are
         changed into or exchanged for, in addition to any other consideration,
         securities of the surviving Person that represent immediately after
         such transaction, at least a majority of the aggregate voting power of
         the Voting Stock of the surviving Person; provided, however, that any
         sale of accounts receivable in connection with a Qualified Receivables
         Transaction shall not constitute a Change of Control.

               "Closing Date" means the date of this Indenture.

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

               "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

               "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters for which internal financial statements
are available prior to the date of such determination to (ii) Consolidated
Interest Expense for such four fiscal quarters; provided, however, that (A) if
the Company or any Restricted Subsidiary has Incurred any Indebtedness since the
beginning of such period that remains outstanding on

<PAGE>   11

                                                                               5

such date of determination or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been Incurred on the first day of such period and the discharge
of any other Indebtedness repaid, repurchased, defeased or otherwise discharged
with the proceeds of such new Indebtedness as if such discharge had occurred on
the first day of such period (except that, in making such computation, the
amount of Indebtedness under any revolving credit facility outstanding on the
date of such calculation shall be computed based on (1) the average daily
balance of such Indebtedness (and any Indebtedness under a revolving credit
facility replaced by such Indebtedness) during such four fiscal quarters or such
shorter period when such facility and any replaced facility was outstanding or
(2) if such facility was created after the end of such four fiscal quarters, the
average daily balance of such Indebtedness (and any Indebtedness under a
revolving credit facility replaced by such Indebtedness) during the period from
the date of creation of such facility to the date of the calculation), (B) if
the Company or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of such period or if
any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged
(in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and has not been
replaced) on the date of the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
such period shall be calculated on a pro forma basis as if such discharge had
occurred on the first day of such period and as if the Company or such
Restricted Subsidiary has not earned the interest income actually earned during
such period in respect of cash or Temporary Cash Investments used to repay,
repurchase, defease or otherwise discharge such Indebtedness, (C) if since the
beginning of such period the Company or any Restricted Subsidiary shall have
made any Asset Disposition, the EBITDA for such period shall be reduced by an
amount equal to the EBITDA (if positive) directly attributable to the assets
that are the subject of such Asset Disposition for such period or increased by
an amount equal to the EBITDA (if negative) directly attributable thereto for
such period and Consolidated Interest Expense for such period shall be reduced
by an amount equal to the Consolidated Interest Expense directly attributable to
any Indebtedness of the Company or any Restricted Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to the Company and
its continuing Restricted Subsidiaries in connection with such Asset Disposition
for such period (or, if the Capital Stock of any Restricted Subsidiary is sold,
the Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale), (D) if since the beginning of such period the Company or any
Restricted Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary)
or an acquisition of assets, including any acquisition of assets occurring in
connection with a transaction causing a calculation to be made hereunder, which
constitutes all or substantially all of an operating unit of a business, EBITDA
and Consolidated Interest Expense for such period shall be calculated after
giving pro forma effect thereto (including the Incurrence of any Indebtedness)
as if such Investment or acquisition occurred on the first day of such period
and (E) if since the beginning of such period any Person (that subsequently
became a Restricted Subsidiary or was merged with or into the Company or any
Restricted Subsidiary since the beginning of such period) shall have made any
Asset Disposition or any Investment or acquisition of assets that would have
required an adjustment pursuant to clause (C) or (D) above if

<PAGE>   12

                                                                               6

made by the Company or a Restricted Subsidiary during such period, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such Asset Disposition, Investment or acquisition
of assets occurred on the first day of such period. For purposes of this
definition, whenever pro forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting Officer of the Company, and such
pro forma calculations shall include (A)(x) the savings in cost of goods sold
that would have resulted from using the Company's actual costs for comparable
goods and services during the comparable period and (y) other savings in cost of
goods sold or eliminations of selling, general and administrative expenses as
determined by a responsible financial or accounting Officer of the Company in
good faith in connection with the Company's consideration of such acquisition
and consistent with the Company's experience in acquisitions of similar assets,
less (B) the incremental expenses that would be included in cost of goods sold
and selling, general and administrative expenses that would have been incurred
by the Company in the operation of such acquired assets during such period. If
any Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term as at the
date of determination in excess of 12 months).

               "Consolidated Interest Expense" means, for any period, the total
interest expense (net of interest income) of the Company and its Consolidated
Restricted Subsidiaries, plus, to the extent Incurred by the Company and its
Restricted Subsidiaries in such period but not included in such interest
expense, (i) interest expense attributable to Capitalized Lease Obligations and
the interest expense attributable to leases constituting part of a
Sale/Leaseback Transaction, (ii) amortization of debt discount, (iii)
capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts
and other fees and charges attributable to letters of credit and bankers'
acceptance financing, (vi) interest accruing on any Indebtedness of any other
Person to the extent such Indebtedness is Guaranteed by the Company or any
Restricted Subsidiary, (vii) net costs associated with Hedging Obligations
(including amortization of fees), (viii) dividends in respect of all Preferred
Stock of the Company and any of the Restricted Subsidiaries of the Company
(other than pay in kind dividends and accretions to liquidation value) to the
extent held by Persons other than the Company or a Wholly Owned Subsidiary, (ix)
interest Incurred in connection with investments in discontinued operations and
(x) the cash contributions to any employee stock ownership plan or similar trust
to the extent such contributions are used by such plan or trust to pay interest
or fees to any Person (other than the Company) in connection with Indebtedness
Incurred by such plan or trust, less, to the extent included in such total
interest expense, the amortization during such period of capitalized financing
costs. Notwithstanding anything to the contrary contained herein, interest
expense, commissions, discounts, yield and other fees and charges Incurred in
connection with any Qualified Receivables Transaction pursuant to which the
Company or any Subsidiary may sell, convey or otherwise transfer or grant a
security interest in any accounts receivable or related assets of the type
specified in the definition of "Qualified Receivables Transaction" shall not be
included in Consolidated Interest (Expense; provided) that any interest expense,
commissions, discounts, yield and other fees and charges Incurred in connection
with any receivables financing or securitization that

<PAGE>   13

                                                                               7

does not constitute a Qualified Receivables Transaction shall be included in
Consolidated Interest Expense.

               "Consolidated Net Income" means, for any period, the net income
of the Company and its Consolidated Subsidiaries for such period; provided,
however, that there shall not be included in such Consolidated Net Income:

               (i) any net income of any Person (other than the Company) if such
       Person is not a Restricted Subsidiary, except that (A) subject to the
       limitations contained in clause (iv) below, the Company's equity in the
       net income of any such Person for such period shall be included in such
       Consolidated Net Income up to the aggregate amount of cash actually
       distributed by such Person during such period to the Company or a
       Restricted Subsidiary as a dividend or other distribution (subject, in
       the case of a dividend or other distribution made to a Restricted
       Subsidiary, to the limitations contained in clause (iii) below) and (B)
       the Company's equity in a net loss of any such Person for such period
       shall be included in determining such Consolidated Net Income;

               (ii) any net income (or loss) of any Person acquired by the
       Company or a Subsidiary in a pooling of interests transaction for any
       period prior to the date of such acquisition;

               (iii) any net income (or loss) of any Restricted Subsidiary if
       such Restricted Subsidiary is subject to restrictions, directly or
       indirectly, on the payment of dividends or the making of distributions
       by such Restricted Subsidiary, directly or indirectly, to the Company,
       except that (A) subject to the limitations contained in clause (iv)
       below, the Company's equity in the net income of any such Restricted
       Subsidiary for such period shall be included in such Consolidated Net
       Income up to the aggregate amount of cash which could have been
       distributed by such Restricted Subsidiary during such period to the
       Company or another Restricted Subsidiary as a dividend or other
       distribution (subject, in the case of a dividend or other distribution
       made to another Restricted Subsidiary, to the limitation contained in
       this clause) and (B) the Company's equity in a net loss of any such
       Restricted Subsidiary for such period shall be included in determining
       such Consolidated Net Income;

               (iv) any gain (or loss) realized upon the sale or other
       disposition of any asset of the Company or its Consolidated Subsidiaries
       (including pursuant to any Sale/Leaseback Transaction) that is not sold
       or otherwise disposed of in the ordinary course of business and any gain
       (or loss) realized upon the sale or other disposition of any Capital
       Stock of any Person;

               (v) any extraordinary gain or loss;

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

               (vii) any expenses or charges paid to third parties related to
       any Equity Offering, Permitted Investment, acquisition, recapitalization
       or Indebtedness permitted to be Incurred by this Indenture (whether or
       not successful) (including such fees, expenses, or charges related to
       the Recapitalization).

<PAGE>   14

                                                                               8

Notwithstanding the foregoing, for the purposes of Section 4.04 only, there
shall be excluded from Consolidated Net Income any dividends, repayments of
loans or advances or other transfers of assets from Unrestricted Subsidiaries to
the Company or a Restricted Subsidiary to the extent such dividends, repayments
or transfers increase the amount of Restricted Payments permitted under such
Section pursuant to clause (a)(3)(D) thereof.

               "Consolidated Net Worth" means the total of the amounts shown on
the balance sheet of the Company and its Restricted Subsidiaries, determined on
a Consolidated basis, as of the end of the most recent fiscal quarter of the
Company for which internal financial statements are available, as (i) the par or
stated value of all outstanding Capital Stock of the Company plus (ii) paid-in
capital or capital surplus relating to such Capital Stock plus (iii) any
retained earnings or earned surplus less (A) any accumulated deficit and (B) any
amounts attributable to Disqualified Stock.

               "Consolidation" means the consolidation of the amounts of each of
the Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that "Consolidation" shall not include
consolidation of the accounts of any Unrestricted Subsidiary, but the interest
of the Company or any Restricted Subsidiary in an Unrestricted Subsidiary shall
be accounted for as an investment. The term "Consolidated" has a correlative
meaning.

               "Credit Agreement" means the credit agreement dated as of June 5,
1998, as amended, waived or otherwise modified from time to time, among
Holdings, the Company, WESCO Distribution -- Canada, Inc., certain financial
institutions to be party thereto, The Chase Manhattan Bank, as U.S.
administrative agent, syndication agent and U.S. collateral agent, The Chase
Manhattan Bank of Canada, as Canadian administrative agent and Canadian
collateral agent, and Lehman Commercial Paper Inc., as documentation agent.

               "Credit Facilities" means, with respect to the Company, one or
more debt facilities, or commercial paper facilities with banks or other
institutional lenders or indentures 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 receivables), letters of credit or other long- term Indebtedness, in
each case, as amended, restated, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time.

               "Currency Agreement" means with respect to any Person any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangement to which such Person is a party or of which it is a beneficiary.

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

               "Designated Noncash Consideration" means the fair market value of
noncash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Disposition that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, less the amount of cash or cash equivalents
received in connection with a subsequent sale of such Designated Noncash
Consideration.

<PAGE>   15

                                                                               9

               "Designated Senior Indebtedness" of the Company means (i) the
Bank Indebtedness and (ii) any other Senior Indebtedness of the Company that, at
the date of determination, has an aggregate principal amount outstanding of, or
under which, at the date of determination, the holders thereof are committed to
lend up to at least $25.0 million and is specifically designated by the Company
in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of this Indenture. "Designated
Senior Indebtedness" of Holdings has a correlative meaning.

               "Disqualified Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable or exercisable) or upon the
happening of any event (i) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the
holder thereof, in whole or in part, in each case on or prior to the 91st day
following the Stated Maturity of the Notes; provided, however, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the first anniversary of the Stated Maturity of the
Securities shall not constitute Disqualified Stock if the "asset sale" or
"change of control" provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the provisions of Sections
4.06 and 4.08.

               "EBITDA" for any period means the Consolidated Net Income for
such period, plus the following to the extent deducted in calculating such
Consolidated Net Income: (i) income tax expense of the Company and its
Consolidated Restricted Subsidiaries, (ii) Consolidated Interest Expense, (iii)
depreciation expense of the Company and its Consolidated Restricted
Subsidiaries, (iv) amortization expense of the Company and its Consolidated
Restricted Subsidiaries (excluding amortization expense attributable to a
prepaid cash item that was paid in a prior period), (v) all other non-cash
charges of the Company and its Consolidated Restricted Subsidiaries (excluding
any such non-cash charge to the extent it represents an accrual of or reserve
for cash expenditures in any future period) in each case for such period and
(vi) income attributable to discontinued operations. Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization and non-cash charges of, a Restricted Subsidiary
of the Company shall be added to Consolidated Net Income to compute EBITDA only
to the extent (and in the same proportion) that the net income of such
Restricted Subsidiary was included in calculating Consolidated Net Income and
only if a corresponding amount would be permitted at the date of determination
to be dividended to the Company by such Restricted Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders.

               "Equity Offering" means a private sale or public offering of
Capital Stock (other than Disqualified Stock) of the Company or Holdings.

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

<PAGE>   16

                                                                              10

               "Excluded Contribution" means the Net Cash Proceeds received by
the Company from (a) contributions to its common equity capital and (b) the sale
(other than to a Subsidiary or to any Company or Subsidiary management equity
plan or stock option plan or any other management or employee benefit plan or
agreement) of Capital Stock (other than Disqualified Stock) of the Company, in
each case designated as Excluded Contributions pursuant to an Officers'
Certificate executed by the principal executive officer and the principal
financial officer of the Company on the date such capital contributions are made
or the date such Capital Stock is sold.

               "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of June 5, 1998, including those set
forth in (i) the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the SEC governing
the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

               "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person Guaranteeing any obligation.

               "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

               "Holdings Guarantee" means the Guarantee issued by Holdings of
the obligations with respect to the Notes pursuant to the terms of this
Indenture.

               "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. The accretion of principal of a
non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.

<PAGE>   17

                                                                              11

               "Indebtedness" means, with respect to any Person on any date of
determination (without duplication),

               (i) the principal of and premium (if any) in respect of
         indebtedness of such Person for borrowed money;

               (ii) the principal of and premium (if any) in respect of
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments;

               (iii) all obligations of such Person in respect of letters of
         credit or other similar instruments (including reimbursement
         obligations with respect thereto) (other than obligations with respect
         to letters of credit securing obligations (other than obligations
         described in clauses (i), (ii), (iv) and (v) hereof) to the extent such
         letters of credit are not drawn upon or, if and to the extent drawn
         upon, such drawing is reimbursed no later than the 30th day following
         payment on the letter of credit so long as such letter of credit is
         entered into in the ordinary course of business);

               (iv) all obligations of such Person to pay the deferred and
         unpaid purchase price of property or services (except Trade Payables),
         which purchase price is due more than six months after the date of
         placing such property in service or taking delivery and title thereto
         or the completion of such services;

               (v) all Capitalized Lease Obligations and all Attributable Debt
         of such Person;

               (vi) the amount of all obligations of such Person with respect to
         the redemption, repayment or other repurchase of any Disqualified Stock
         or, with respect to any Subsidiary of such Person, any Preferred Stock
         (but excluding, in each case, any accrued dividends);

               (vii) all Indebtedness of other Persons secured by a Lien on any
         asset of such Person, whether or not such Indebtedness is assumed by
         such Person; provided, however, that the amount of Indebtedness of such
         Person shall be the lesser of (A) the fair market value of such asset
         at such date of determination and (B) the amount of such Indebtedness
         of such other Persons;

               (viii) to the extent not otherwise included in this definition,
         Hedging Obligations of such Person; and

               (ix) all obligations of the type referred to in clauses (i)
         through (viii) of other Persons and all dividends of other Persons for
         the payment of which, in either case, such Person is responsible or
         liable, directly or indirectly, as obligor, guarantor or otherwise,
         including by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided, however, that
the amount outstanding at any time of any Indebtedness Incurred with original
issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of

<PAGE>   18

                                                                              12

such Indebtedness at such time as determined in conformity with GAAP. Any
"Qualified Receivables Transaction", whether or not such transfer constitutes a
sale for the purposes of GAAP, shall not constitute Indebtedness hereunder;
provided that any receivables financing or securitization that does not
constitute a Qualified Receivables Transaction and does not qualify as a sale
under GAAP shall constitute Indebtedness hereunder.

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

               "Independent Financial Advisor" means an accounting, appraisal,
investment banking firm or consultant of nationally recognized standing that is,
in the good faith determination of the Company, qualified to perform the task
for which it has been engaged.

               "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

               "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other
extension of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. For purposes of the definition of
"Unrestricted Subsidiary" and Section 4.04, (i) "Investment" shall include the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of any Subsidiary of the Company at the
time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Company shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to
(x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time of such redesignation; and (ii) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value
at the time of such transfer, in each case as determined in good faith by the
Board of Directors.

               "Issue Date", with respect to any Initial Notes, means the date
on which the Initial Notes are originally issued.

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

               "Net Available Cash" from an Asset Disposition means cash
payments received (including (a) any cash payments received upon the sale or
other disposition of any Designated Noncash Consideration received in any Asset
Disposition, (b) any cash proceeds received by way of deferred payment of
principal pursuant to a note or

<PAGE>   19

                                                                              13

installment receivable or otherwise and (c) any cash proceeds from the sale or
other disposition of any securities received as consideration, but only as and
when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to the properties or assets that are the subject of such Asset Disposition or
received in any other non-cash form) therefrom, in each case net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred (including, without limitation, all broker's and finder's fees and
expenses, all investment banking fees and expenses, employee severance and
termination costs, and trade payable and similar liabilities solely related to
the assets sold or otherwise disposed of and required to be paid by the seller
as a result thereof), and all Federal, state, provincial, foreign and local
taxes required to be paid or accrued as a liability under GAAP, as a consequence
of such Asset Disposition, (ii) all relocation expenses incurred as a result
thereof, (iii) all payments made on any Indebtedness which is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon or other security agreement of any kind with respect to such assets,
or which must by its terms, or in order to obtain a necessary consent to such
Asset Disposition, or by applicable law be repaid out of the proceeds from such
Asset Disposition, (iv) all distributions and other payments required to be made
to minority interest holders in Subsidiaries or joint ventures as a result of
such Asset Disposition and (v) appropriate amounts to be provided by the seller
as a reserve, in accordance with GAAP, against any liabilities associated with
the property or other assets disposed of in such Asset Disposition and retained
by the Company or any Restricted Subsidiary after such Asset Disposition.

               "Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

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

               "Notes" means the Notes issued under this Indenture.

               "1998 Notes" means the $300,000,000 aggregate principal amount of
the Company's 9-1/8% Senior Subordinated Notes due 2008 issued under the 1998
Notes Indenture.

               "1998 Notes Indenture" means the indenture dated as of June 5,
1998, among the Company, Holdings and Bank One, N.A., as trustee, under which
the 1998 Notes were issued.

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

               "Officers' Certificate" means a certificate signed by two
Officers.

<PAGE>   20

                                                                              14

               "Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company or the Trustee.

               "Permitted Holders" means (i) The Cypress Group L.L.C., Cypress
Merchant Banking Partners L.P., Cypress Offshore Partners L.P., Chase Equity
Associates, L.P., Co-Investment Partners, L.P. and any Person who on June 5,
1998 was an Affiliate of any of the foregoing; (ii) any Person who is a member
of the senior management of the Company or Holdings and a stockholder of
Holdings on June 5, 1998; and (iii) any Person acting in the capacity of an
underwriter in connection with a public or private offering of the Company's or
Holdings' Capital Stock.

               "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in (i) the Company, a Restricted Subsidiary or a Person
that will, upon the making of such Investment, become a Restricted Subsidiary;
(ii) another Person if as a result of such Investment such other Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Restricted Subsidiary; (iii)
Temporary Cash Investments; (iv) receivables owing to the Company or any
Restricted Subsidiary if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms as the
Company or any such Restricted Subsidiary deems reasonable under the
circumstances; (v) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;
(vi) loans or advances to employees made in the ordinary course of business
consistent with past practices of the Company or such Restricted Subsidiary and
not exceeding $5.0 million in the aggregate outstanding at any one time; (vii)
stock, obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted
Subsidiary or in satisfaction of judgments; (viii) any Person to the extent such
Investment represents the non-cash portion of the consideration received for an
Asset Disposition that was made pursuant to and in compliance with Section 4.06;
(ix) Investments made in connection with any Asset Disposition or other sale,
lease, transfer or other disposition permitted under this Indenture; (x) a
Receivables Entity or any Investment by a Receivables Entity in any other Person
in connection with a Qualified Receivables Transaction, including Investments of
funds held in accounts permitted or required by the arrangements governing such
Qualified Receivables Transaction or any related Indebtedness; provided that any
Investment in a Receivables Entity is in the form of a Purchase Money Note,
contribution of additional receivables or an equity interest; (xi) Investments
in a Related Business having an aggregate fair market value, taken together with
all other Investments made pursuant to this clause (xi) that are at that time
outstanding (and not including any Investments outstanding on the Closing Date,
but including Investments made on or after June 5, 1998 pursuant to clause (xi)
of the definition of "Permitted Investment" in the 1998 Notes Indenture), not to
exceed 5% of Adjusted Consolidated Assets at the time of such Investments (with
the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value); and (xii) additional
Investments in an aggregate amount which, together with all other Investments
made pursuant to this clause that are then outstanding, does not exceed $10.0
million (provided that such amount shall be reduced by all outstanding
Investments made pursuant to clause (xii) of the definition of "Permitted
Investment" in the 1998 Notes Indenture prior to the Closing Date).

<PAGE>   21

                                                                              15

               "Permitted Liens" means (a) Liens of the Company and its
Restricted Subsidiaries securing Indebtedness of the Company or any of its
Restricted Subsidiaries Incurred under the Credit Agreement or other Credit
Facilities to the extent permitted to be Incurred under Section 4.03(b)(i) and
(xiii); (b) Liens in favor of the Company or its Wholly Owned Restricted
Subsidiaries; (c) Liens on property of a Person existing at the time such Person
becomes a Restricted Subsidiary of the Company or is merged into or consolidated
with the Company or any Restricted Subsidiary of the Company; provided that such
Liens were not Incurred in connection with, or in contemplation of, such merger
or consolidation and such Liens do not extend to or cover any property other
than such property, improvements thereon and any proceeds therefrom; (d) Liens
of the Company securing Indebtedness of the Company Incurred under Section
4.03(b)(v); (e) Liens of the Company and its Restricted Subsidiaries securing
Indebtedness of the Company or any of its Restricted Subsidiaries (including
under a Sale/Leaseback Transaction) permitted to be Incurred under Section
4.03(b)(vi), (vii) and (viii) so long as the Capital Stock, property (real or
personal) or equipment to which such Lien attaches solely consists of the
Capital Stock, property or equipment which is the subject of such acquisition,
purchase, lease, improvement, Sale/Leaseback Transaction and additions and
improvements thereto (and the proceeds therefrom); (f) Liens on property
existing at the time of acquisition thereof by the Company or any Restricted
Subsidiary of the Company; provided that such Liens were not Incurred in
connection with, or in contemplation of, such acquisition and such Liens do not
extend to or cover any property other than such property, additions and
improvements thereon and any proceeds therefrom; (g) Liens Incurred or deposits
made to secure the performance of tenders, bids, leases, statutory obligations,
surety or appeal bonds, government contracts, performance and return of money
bonds or other obligations of a like nature Incurred in the ordinary course of
business; (h) Liens existing on June 5, 1998 and any additional Liens created
under the terms of the agreements relating to such Liens existing on June 5,
1998; (i) Liens for taxes, assessments 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 shall
be required in conformity with GAAP shall have been made therefor; (j) Liens
Incurred in the ordinary course of business of the Company or any Restricted
Subsidiary with respect to obligations that do not exceed $20.0 million in the
aggregate at any one time outstanding and that (1) are not Incurred in
connection with or in contemplation of the borrowing of money or the obtaining
of advances or credit (other than trade credit in the ordinary course of
business) and (2) do not in the aggregate materially detract from the value of
the property or materially impair the use thereof in the operation of the
business by the Company or such Restricted Subsidiary; (k) statutory Liens of
landlords and warehousemen's, carrier's, mechanics', suppliers', materialmen's,
repairmen's or other like Liens (including contractual landlords' liens) arising
in the ordinary course of business of the Company and its Restricted
Subsidiaries; (l) Liens Incurred or deposits made in the ordinary course of
business of the Company and its Restricted Subsidiaries in connection with
workers' compensation, unemployment insurance and other types of social
security; (m) easements, rights of way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the business of the Company or any of
its Restricted Subsidiaries; (n) Liens securing reimbursement obligations with
respect to letters of credit permitted under Section 4.03 which encumber only
cash and marketable securities and documents and other property relating to such
letters of credit and the products and proceeds thereof; (o) judgment and
attachment Liens not giving rise to an Event of Default; (p) any interest or
title of a lessor in the property subject to any Capitalized Lease Obligation
permitted under Section 4.03; (q) Liens on accounts

<PAGE>   22

                                                                              16

receivable and related assets of the type specified in the definition of
"Qualified Receivables Transaction" Incurred in connection with a Qualified
Receivables Transaction; (r) Liens securing Refinancing Indebtedness to the
extent such Liens do not extend to or cover any property of the Company not
previously subjected to Liens relating to the Indebtedness being refinanced; or
(s) Liens on pledges of the capital stock of any Unrestricted Subsidiary
securing any Indebtedness of such Unrestricted Subsidiary.

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

               "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.

               "principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note that is due or overdue or is to become due
at the relevant time.

               "Purchase Money Note" means a promissory note of a Receivables
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Subsidiary of the Company in connection with a Qualified Receivables
Transaction to a Receivables Entity, which note (a) shall be repaid from cash
available to the Receivables Entity, other than (i) amounts required to be
established as reserves pursuant to agreements, (ii) amounts paid to investors
in respect of interest, (iii) principal and other amounts owing to such
investors and amounts owing to such investors, (iv) amounts required to pay
expenses in connection with such Qualified Receivables Transaction and (v)
amounts paid in connection with the purchase of newly generated receivables and
(b) may be subordinated to the payments described in (a).

               "Qualified Receivables Transaction" means any financing by the
Company or any of its Subsidiaries of accounts receivable in any transaction or
series of transactions that may be entered into by the Company or any of its
Subsidiaries pursuant to which (a) the Company or any of its Subsidiaries sells,
conveys or otherwise transfers to a Receivables Entity and (b) a Receivables
Entity sells, conveys or otherwise transfers to any other Person or grants a
security interest to any Person in, any accounts receivable (whether now
existing or arising in the future) of the Company or any of its Subsidiaries,
and any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all Guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable; provided that (i) the
Board of Directors shall have determined in good faith that such Qualified
Receivables Transaction is economically fair and reasonable to the Company and
the Receivables Entity and (ii) all sales of accounts receivable and related
assets to the Receivables Entity are made at fair market value (as determined in
good faith by the Company). The grant of a security interest in any accounts
receivable of the Company or any of its Restricted Subsidiaries to secure Bank
Indebtedness shall not be deemed a Qualified Receivables Transaction.

<PAGE>   23

                                                                              17

               "Receivables Entity" means any Wholly Owned Subsidiary of the
Company (or another Person in which the Company or any Subsidiary of the Company
makes an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable and related assets) (i) which engages in no
activities other than in connection with the financing of accounts receivable,
all proceeds thereof and all rights (contractual or other), collateral and other
assets relating thereto, and any business or activities incidental or related to
such business, (ii) which is designated by the Board of Directors (as provided
below) as a Receivables Entity and (iii) no portion of the Indebtedness or any
other obligations (contingent or otherwise) of which (A) is Guaranteed by the
Company or any other Subsidiary of the Company (excluding Guarantees of
obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (B) is recourse to or
obligates the Company or any other Subsidiary of the Company in any way other
than pursuant to Standard Securitization Undertakings or (C) subjects any
property or asset of the Company or any other Subsidiary of the Company,
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings. Any such
designation by the Board of Directors shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions.

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

               "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) any Indebtedness of the Company or any
Restricted Subsidiary existing on June 5, 1998 or Incurred in compliance with
this Indenture (including Indebtedness of the Company that Refinances
Refinancing Indebtedness); provided, however, that (i) the Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being Refinanced, (ii) the Refinancing Indebtedness has an Average
Life at the time such Refinancing Indebtedness is Incurred that is equal to or
greater than the Average Life of the Indebtedness being refinanced and (iii)
such Refinancing Indebtedness is Incurred in an aggregate principal amount (or
if issued with original issue discount, an aggregate issue price) that is equal
to or less than the aggregate principal amount (or if issued with original issue
discount, the aggregate accreted value) then outstanding of the Indebtedness
being Refinanced (plus any accrued interest and premium thereon and reasonable
expenses Incurred in connection therewith); provided further, however, that
Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted
Subsidiary that Refinances Indebtedness of the Company or (y) Indebtedness of
the Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.

               "Related Business" means any businesses of the Company and the
Restricted Subsidiaries on June 5, 1998 and any business related, ancillary or
complementary thereto.

               "Representative" means the trustee, agent or representative (if
any) for an issue of Senior Indebtedness of the Company.

<PAGE>   24

                                                                              18

               "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

               "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than leases between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

               "SEC" means the Securities and Exchange Commission.

               "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien. "Secured Indebtedness" of Holdings has a correlative meaning.

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

               "Senior Discount Notes" means the 11-1/8% senior discount notes
due 2008 issued by Holdings under the indenture dated as of June 5, 1998 between
Holdings and Bank One, N.A., as trustee.

               "Senior Indebtedness" of the Company means the principal of,
premium (if any) and accrued and unpaid interest on (including interest accruing
on or after the filing of any petition in bankruptcy or for reorganization of
the Company, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings), and fees and all other amounts owing in respect
of, Bank Indebtedness and all other Indebtedness of the Company, whether
outstanding on the Closing Date or thereafter Incurred, unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it
is provided that such obligations are not superior in right of payment to the
Notes; provided, however, that Senior Indebtedness shall not include (i) any
obligation of the Company to any Subsidiary, (ii) any liability for Federal,
state, local or other taxes owed or owing by the Company, (iii) any accounts
payable or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof or instruments evidencing such
liabilities), (iv) any Indebtedness or obligation of the Company (and any
accrued and unpaid interest in respect thereof) that by its terms is subordinate
or junior in any respect to any other Indebtedness or obligation of the Company,
including any Senior Subordinated Indebtedness of the Company and any
Subordinated Obligations of the Company, (v) any payment obligations with
respect to any Capital Stock or (vi) any Indebtedness Incurred in violation of
this Indenture. "Senior Indebtedness" of Holdings has a correlative meaning.

               "Senior Subordinated Indebtedness" of the Company means the 1998
Notes, the Notes and any other Indebtedness of the Company that specifically
provides that such Indebtedness is to rank pari passu with the Notes in right of
payment and is not subordinated by its terms in right of payment to any
Indebtedness or other obligation of the Company which is not Senior
Indebtedness. "Senior Subordinated Indebtedness" of Holdings has a correlative
meaning.

               "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC, but shall in no event include
a Receivables Entity.

<PAGE>   25

                                                                              19

               "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which the Company has determined in good faith to be
customary in an accounts receivable transaction including, without limitation,
those relating to the servicing of the assets of a Receivables Entity.

               "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).

               "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Closing Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement. "Subordinated Obligation" of Holdings has a correlative meaning.

               "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) 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 (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.

               "Temporary Cash Investments" means any of the following: (i) any
investment in direct obligations of the United States of America or any agency
thereof or obligations Guaranteed by the United States of America or any agency
thereof, (ii) investments in time deposit accounts, certificates of deposit and
money market deposits maturing within one year of the date of acquisition
thereof issued by a bank or trust company that is organized under the laws of
the United States of America, any state thereof or any foreign country
recognized by the United States of America having capital, surplus and undivided
profits aggregating in excess of $100,000,000 (or the foreign currency
equivalent thereof) and whose long-term debt is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money market fund sponsored by a registered broker-dealer or mutual fund
distributor, (iii) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (i) above entered
into with a financial institution meeting the qualifications described in clause
(ii) above, (iv) investments in commercial paper, maturing not more than one
year after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any investment therein is made
of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or
higher) according to Standard and Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc. ("S&P"), and (v) investments in securities with
maturities of one year or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least "A" by S&P or "A" by Moody's Investors Service, Inc.

<PAGE>   26

                                                                              20

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

               "Trade Payables" means, with respect to any Person, any accounts
payable or any indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person arising in the ordinary course of business
in connection with the acquisition of goods or services.

               "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled by, 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 redemption of the Notes following a Change of
Control (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the redemption date to June 1, 2003; provided, however, that if the period from
the redemption date to June 1, 2003 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 period
from the redemption date to June 1, 2003 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.

               "Trust Officer" means the Chairman of the Board, the President or
any other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

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

               "Uniform Commercial Code" means the New York Uniform Commercial
Code as in effect from time to time.

               "Unrestricted Subsidiary" means (i) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in the manner provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary. The Board of Directors may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of,
or owns or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so
designated has total Consolidated assets of $1,000 or less or (B) if such
Subsidiary has Consolidated assets greater than $1,000, then such designation
would be permitted under Section 4.04. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (x) the Company could Incur
$1.00 of additional Indebtedness under Section 4.03(a) and (y) no Default shall
have occurred and be continuing. Any such designation of a Subsidiary as a
Restricted Subsidiary or Unrestricted Subsidiary by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an

<PAGE>   27

                                                                              21

Officers' Certificate certifying that such designation complied with the
foregoing provisions.

               "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

               "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

               "Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company all the Capital Stock of which (other than directors' qualifying shares)
is owned by the Company or another Wholly Owned Subsidiary.

               SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                                                                        Defined in
                               Term                                      Section
                               ----                                      -------

<S>                                                                     <C>
 "Affiliate Transaction" . . . . . . . . . . . . . . . . . . . . . . .     4.07
 "Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . .      6.01
 "Blockage Notice" . . . . . . . . . . . . . . . . . . . . . . . . . .    10.03
 "Change of Control Offer" . . . . . . . . . . . . . . . . . . . . . .     4.08(b)
 "covenant defeasance option"  . . . . . . . . . . . . . . . . . . . .     8.01(b)
 "Custodian"  . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6.01
 "Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . .      6.01
 "Guaranteed Obligations"  . . . . . . . . . . . . . . . . . . . . . .    11.01
 "legal defeasance option" . . . . . . . . . . . . . . . . . . . . . .     8.01(b)
 "Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . . . .    13.08
 "Offer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4.06(b)
 "Offer Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . .      4.06(c)(2)
 "Offer Period"  . . . . . . . . . . . . . . . . . . . . . . . . . . .     4.06(c)(2)
 "pay its Holdings Guarantee" . . . . . . . . . . . . . . . . . . . .     12.03
 "pay the Notes"  . . . . . . . . . . . . . . . . . . . . . . . . . .     10.03
 "Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.04
 "Payment Blockage Period" . . . . . . . . . . . . . . . . . . . . . .    10.03
 "protected purchaser" . . . . . . . . . . . . . . . . . . . . . . . .     2.08
 "Purchase Date" . . . . . . . . . . . . . . . . . . . . . . . . . . .     4.06(c)(1)
 "Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2.04
 "Restricted Payment" . . . . . . . . . . . . . . . . . . . . . . . .      4.04(b)
 "Successor Company" . . . . . . . . . . . . . . . . . . . . . . . . .     5.01
</TABLE>

               SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by

<PAGE>   28

                                                                              22

reference in and made a part of this Indenture. The following TIA terms have the
following meanings:

               "Commission" means the SEC.

               "indenture securities" means the Notes and the Holdings
Guarantee.

               "indenture security holder" means a Noteholder.

               "indenture to be qualified" means this Indenture.

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

               "obligor" on the indenture securities means the Company, Holdings
and any other obligor on the indenture securities.

               All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

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

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

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

               (3) "or" is not exclusive;

               (4) "including" means including without limitation;

               (5) words in the singular include the plural and words in the
         plural include the singular;

               (6) unsecured Indebtedness shall not be deemed to be subordinate
         or junior to Secured Indebtedness merely by virtue of its nature as
         unsecured Indebtedness;

               (7) the principal amount of any noninterest bearing or other
         discount security at any date shall be the principal amount thereof
         that would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP; and

               (8) the principal amount of any Preferred Stock shall be (i) the
         maximum liquidation value of such Preferred Stock or (ii) the maximum
         mandatory redemption or mandatory repurchase price with respect to
         such Preferred Stock, whichever is greater.

<PAGE>   29

                                                                              23

                                    ARTICLE 2

                                    The Notes

               SECTION 2.01. Amount of Notes; Issuable in Series. The aggregate
principal amount of Notes which may be authenticated and delivered under this
Indenture shall not be limited. The Notes may be issued in one or more series.
All Notes of any one series shall be substantially identical except as to
denomination.

               With respect to any Additional Notes issued after the Closing
Date (except for Notes authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07,
2.08, 2.09, 2.10 or 3.06 or the Appendix), there shall be (i) established in or
pursuant to a resolution of the Board of Directors and (ii) (A) set forth or
determined in the manner provided in an Officers' Certificate or (B) established
in one or more indentures supplemental hereto, prior to the issuance of such
Additional Notes:

               (1) whether such Additional Notes shall be issued as part of a
         new or existing series of Notes and the title of such Additional Notes
         (which shall distinguish the Additional Notes of the series from Notes
         of any other series);

               (2) the aggregate principal amount of such Additional Notes which
         may be authenticated and delivered under this Indenture, which may be
         in an unlimited aggregate principal amount;

               (3) the issue price and issuance date of such Additional Notes,
         including the date from which interest on such Additional Notes shall
         accrue;

               (4) if applicable, that such Additional Notes shall be issuable
         in whole or in part in the form of one or more Global Notes (as defined
         in the Appendix) and, in such case, the respective depositaries for
         such Global Notes, the form of any legend or legends which shall be
         borne by such Global Notes in addition to or in lieu of those set forth
         in Exhibit A hereto and any circumstances in addition to or in lieu of
         those set forth in Section 2.3 of the Appendix in which any such Global
         Note may be exchanged in whole or in part for Additional Notes
         registered, or any transfer of such Global Note in whole or in part may
         be registered, in the name or names of Persons other than the
         depositary for such Global Note or a nominee thereof; and

               (5) if applicable, that such Additional Notes shall not be issued
         in the form of Initial Notes as set forth in Exhibit A, but shall be
         issued in the form of Exchange Notes as set forth in Exhibit B.

               If any of the terms of any Additional Notes are established by
action taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate or the indenture supplemental hereto
setting forth the terms of the Additional Notes.

<PAGE>   30

                                                                              24

               SECTION 2.02. Form and Dating. Provisions relating to the
Original Notes, the Additional Notes, the Private Exchange Notes and the
Exchange Notes are set forth in the Appendix, which is hereby incorporated in
and expressly made a part of this Indenture. The (i) Original Notes and the
Trustee's certificate of authentication, (ii) Private Exchange Notes and the
Trustee's certificate of authentication and (iii) any Additional Notes (if
issued as Transfer Restricted Notes (as defined in the Appendix)) and the
Trustee's certificate of authentication shall each be substantially in the form
of Exhibit A hereto, which is hereby incorporated in and expressly made a part
of this Indenture. The Exchange Notes and any Additional Notes issued other than
as Transfer Restricted Notes and the Trustee's certificate of authentication
shall each be substantially in the form of Exhibit B hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company or Holdings is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). Each Note shall be dated the date of its authentication. The
Notes shall be issued only in registered form without coupons and only in
denominations of $1,000 and integral multiples thereof.

               SECTION 2.03. Execution and Authentication. One or more Officers
shall sign the Notes for the Company by manual or facsimile signature.

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

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

               The Trustee shall authenticate and make available for delivery
Notes as set forth in the Appendix.

               The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Company. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

               SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where Notes
may be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents. The term
"Paying Agent" includes any additional paying agent, and the term "Registrar"
includes any co-registrars. The Company initially appoints the Trustee as (i)
Registrar and Paying Agent in connection with the Notes and (ii) the Custodian
(as defined in the Appendix) with respect to the Global Notes.
<PAGE>   31

                                                                              25

               The Company shall enter into an appropriate agency agreement with
any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically organized Wholly Owned Subsidiaries may act
as Paying Agent or Registrar.

               The Company may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee; provided, however,
that no such removal shall become effective until (1) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (1) above. The Registrar or Paying Agent may resign at
any time upon written notice; provided, however, that the Trustee may resign as
Paying Agent or Registrar only if the Trustee also resigns as Trustee in
accordance with Section 7.08.

               SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to each
due date of the principal and interest on any Note, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary is acting as Paying
Agent, segregate and hold in trust for the benefit of the Persons entitled
thereto) a sum sufficient to pay such principal and interest when so becoming
due. The Company 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
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Notes and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a
Subsidiary of the Company acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by the Paying Agent. Upon complying with
this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

               SECTION 2.06. Noteholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Noteholders. If the Trustee is not the Registrar,
the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in
writing at least five 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 Noteholders.

               SECTION 2.07. Transfer and Exchange. The Notes shall be issued in
registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with the Appendix. When a Note is
presented to the Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section
8-401(a)(l) of the Uniform Commercial Code are met. When Notes are presented to
the Registrar with a request to exchange them for an equal principal amount of
Notes of other denominations, the Registrar shall make the exchange as requested
if the same requirements are met. To permit registration of

<PAGE>   32

                                                                              26

transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar's request. The Company may require payment
of a sum sufficient to pay all taxes, assessments or other governmental charges
in connection with any transfer or exchange pursuant to this Section. The
Company shall not be required to make and the Registrar need not register
transfers or exchanges of Notes selected for redemption (except, in the case of
Notes to be redeemed in part, the portion thereof not to be redeemed) or any
Notes for a period of 15 days before a selection of Notes to be redeemed.

               Prior to the due presentation for registration of transfer of any
Note, the Company, Holdings, the Trustee, the Paying Agent, and the Registrar
may deem and treat the Person in whose name a Note is registered as the absolute
owner of such Note for the purpose of receiving payment of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether or
not such Note is overdue, and none of the Company, Holdings, the Trustee, the
Paying Agent, or the Registrar shall be affected by notice to the contrary.

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

               All Notes issued upon any transfer or exchange pursuant to the
terms of this Indenture will evidence the same debt and will be entitled to the
same benefits under this Indenture as the Notes surrendered upon such transfer
or exchange.

               SECTION 2.08. Replacement Notes. If a mutilated Note is
surrendered to the Registrar or if the Noteholder of a Note claims that the Note
has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Note if the requirements of Section
8-405 of the Uniform Commercial Code are met, such that the Noteholder (i)
satisfies the Company or the Trustee within a reasonable time after he has
notice of such loss, destruction or wrongful taking and the Registrar does not
register a transfer prior to receiving such notification, (ii) makes such
request to the Company or the Trustee prior to the Note being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (iii) satisfies any other reasonable requirements
of the Trustee. If required by the Trustee or the Company, such Noteholder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss that
any of them may suffer if a Note is replaced. The Company and the Trustee may
charge the Noteholder for their expenses in replacing a Note. In the event any
such mutilated, lost, destroyed or wrongfully taken Note has become or is about
to become due and payable, the Company in its discretion may pay such Note
instead of issuing a new Note in replacement thereof.

               Every replacement Note is an additional obligation of the
Company.

               The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Notes.

<PAGE>   33

                                                                              27

               SECTION 2.09. Outstanding Notes. Notes outstanding at any time
are all Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancelation and those described in this Section as not
outstanding. A Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

               If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a protected purchaser.

               If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Noteholders on that
date pursuant to the terms of this Indenture, then on and after that date such
Notes (or portions thereof) cease to be outstanding and interest on them ceases
to accrue.

               SECTION 2.10. Temporary Notes. In the event that Definitive Notes
(as defined in the Appendix) are to be issued under the terms of this Indenture,
until such Definitive Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes. Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate Definitive Notes
and deliver them in exchange for temporary Notes upon surrender of such
temporary Notes at the office or agency of the Company, without charge to the
Noteholder.

               SECTION 2.11. Cancelation. The Company at any time may deliver
Notes to the Trustee for cancelation. The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment or cancelation
and deliver canceled Notes to the Company pursuant to written direction by an
Officer. The Company may not issue new Notes to replace Notes it has redeemed,
paid or delivered to the Trustee for cancelation. The Trustee shall not
authenticate Notes in place of canceled Notes other than pursuant to the terms
of this Indenture.

               SECTION 2.12. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, the Company shall pay the defaulted interest
(plus interest on such defaulted interest at the rate of 9 1/8% per annum to the
extent lawful) in any lawful manner. The Company may pay the defaulted interest
to the Persons who are Noteholders on a subsequent special record date. The
Company shall fix or cause to be fixed any such special record date and payment
date to the reasonable satisfaction of the Trustee and shall promptly mail or
cause to be mailed to each Noteholder a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.

               SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing the
Notes may use "CUSIP" and "ISIN" numbers (if then generally in use) and, if so,
the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as a
convenience

<PAGE>   34

                                                                              28

to Noteholders; provided, however, 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.

                                    ARTICLE 3

                                   Redemption

               SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in
writing of the redemption date and the principal amount of Notes to be redeemed.

               The Company shall give each notice to the Trustee provided for in
this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein. If fewer than all the Notes
are to be redeemed, the record date relating to such redemption shall be
selected by the Company and given to the Trustee, which record date shall be not
fewer than 15 days after the date of notice to the Trustee. Any such notice may
be canceled at any time prior to notice of such redemption being mailed to any
Noteholder and shall thereby be void and of no effect.

               SECTION 3.02. Selection of Notes To Be Redeemed. If fewer than
all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed pro rata or by lot. The Trustee shall make the selection from
outstanding Notes not previously called for redemption. The Trustee may select
for redemption portions of the principal of Notes that have denominations larger
than $1,000. Notes and portions of them the Trustee selects shall be in amounts
of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply
to Notes called for redemption also apply to portions of Notes called for
redemption. The Trustee shall notify the Company promptly of the Notes or
portions of Notes to be redeemed.

               SECTION 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a date for redemption of Notes, the Company shall mail a
notice of redemption by first-class mail to each Noteholder of Notes to be
redeemed at such Noteholder's registered address.

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

               (1) the redemption date;

               (2) the redemption price and the amount of accrued interest to
       the redemption date;

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

               (4) that Notes called for redemption must be surrendered to the
       Paying Agent to collect the redemption price;

<PAGE>   35

                                                                              29

               (5) if fewer than all the outstanding Notes are to be redeemed,
       the certificate numbers and principal amounts of the particular Notes to
       be redeemed;

               (6) that, unless the Company defaults in making such redemption
       payment or the Paying Agent is prohibited from making such payment
       pursuant to the terms of this Indenture, interest on Notes (or portion
       thereof) called for redemption ceases to accrue on and after the
       redemption date;

               (7) the CUSIP or ISIN number, if any, printed on the Notes being
       redeemed;

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

               (9) if applicable, that a Change of Control has occurred and the
        circumstances and relevant facts regarding such Change of Control.

               At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

               SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Notes shall be paid at the redemption price stated in
the notice, plus accrued interest, if any, to the redemption date; provided,
however, that if the redemption date is after a regular record date and on or
prior to the interest payment date, the accrued interest shall be payable to the
Noteholder of the redeemed Notes registered on the relevant record date. Failure
to give notice or any defect in the notice to any Noteholder shall not affect
the validity of the notice to any other Noteholder.

               SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m. on
the redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued interest on all
Notes to be redeemed on that date other than Notes or portions of Notes called
for redemption that have been delivered by the Company to the Trustee for
cancelation.

               SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Noteholder (at the Company's expense) a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

                                    ARTICLE 4

                                    Covenants

               SECTION 4.01. Payment of Notes. The Company shall promptly pay
the principal of and interest on the Notes on the dates and in the manner
provided in the

<PAGE>   36

                                                                              30

Notes and in this Indenture. Principal and interest shall be considered paid on
the date due if on such date the Trustee or the Paying Agent holds in accordance
with this Indenture money sufficient to pay all principal and interest then due
and the Trustee or the Paying Agent, as the case may be, is not prohibited from
paying such money to the Noteholders on that date pursuant to the terms of this
Indenture.

               The Company shall pay interest on overdue principal at the rate
specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

               SECTION 4.02. SEC Reports. Holdings shall continue to file with
the SEC and provide the Trustee and any Noteholder or prospective Noteholder
(upon the request of such Noteholder or prospective Noteholder) with such annual
reports and such information, documents and other reports as are specified in
Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to such Sections, such information, documents and other reports to be so
filed and provided at the times specified for the filing of such information,
documents and reports under such Sections.

               SECTION 4.03. Limitation on Indebtedness. (a) The Company shall
not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness; provided, however, that the Company may Incur
Indebtedness if on the date of such Incurrence and after giving effect thereto
the Consolidated Coverage Ratio would be greater than 2.00:1.00.

               (b) Notwithstanding Section 4.03(a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness:

               (i) Indebtedness Incurred pursuant to the Credit Agreement or any
       other Credit Facility in an aggregate principal amount at any time
       outstanding not to exceed $400 million;

               (ii) Indebtedness of the Company owed to and held by any Wholly
       Owned Subsidiary or Indebtedness of a Restricted Subsidiary owed to and
       held by the Company or any Wholly Owned Subsidiary; provided, however,
       that (A) any subsequent issuance or transfer of any Capital Stock or any
       other event that results in any such Wholly Owned Subsidiary ceasing to
       be a Wholly Owned Subsidiary or any subsequent transfer of any such
       Indebtedness (except to the Company or a Wholly Owned Subsidiary) shall
       be deemed, in each case, to constitute the Incurrence of such
       Indebtedness by the issuer thereof and (B) if the Company is the obligor
       on such Indebtedness, such Indebtedness is expressly subordinated to the
       prior payment in full in cash of all obligations with respect to the
       Notes;

               (iii) Indebtedness (A) represented by the Notes (not including
       any Additional Notes) and the 1998 Notes, (B) outstanding on June 5, 1998
       (other than the Indebtedness described in clauses (i) and (ii) above and
       Indebtedness Incurred prior to the Closing Date and outstanding pursuant
       to Section 4.03(a) of the 1998 Notes Indenture), (C) consisting of
       Refinancing Indebtedness Incurred in respect of any Indebtedness
       described in this clause (iii) (including Indebtedness that Refinances
       any Refinancing Indebtedness) or Section 4.03(a) and (D) consisting of
       Guarantees of any Indebtedness permitted under clauses (i) and (ii) of
       this paragraph (b);

<PAGE>   37

                                                                              31

               (iv) (A) Indebtedness of a Restricted Subsidiary Incurred and
       outstanding on or prior to the date on which such Restricted Subsidiary
       was acquired by the Company (other than Indebtedness Incurred as
       consideration in, or to provide all or any portion of the funds or credit
       support utilized to consummate, the transaction or series of related
       transactions pursuant to which such Restricted Subsidiary became a
       Subsidiary of or was otherwise acquired by the Company); provided,
       however, if the aggregate amount of all such Indebtedness of all such
       Restricted Subsidiaries would exceed $20 million, that on the date that
       such Restricted Subsidiary is acquired by the Company, the Company would
       have been able to Incur $1.00 of additional Indebtedness pursuant to
       Section 4.03(a) after giving effect to the Incurrence of such
       Indebtedness pursuant to this clause (iv) and (B) Refinancing
       Indebtedness Incurred by a Restricted Subsidiary in respect of
       Indebtedness Incurred by such Restricted Subsidiary pursuant to this
       clause (iv);

               (v) Indebtedness (A) in respect of performance bonds, bankers'
       acceptances, letters of credit and surety or appeal bonds provided by the
       Company and the Restricted Subsidiaries in the ordinary course of their
       business, and (B) under Hedging Obligations consisting of Interest Rate
       Agreements directly related (as determined in good faith by the Company)
       to Indebtedness permitted to be Incurred by the Company and its
       Restricted Subsidiaries pursuant to this Indenture and Currency
       Agreements Incurred in the ordinary course of business;

               (vi) Indebtedness Incurred by the Company or any Restricted
       Subsidiary (including Capitalized Lease Obligations) financing the
       purchase, lease or improvement of property (real or personal) or
       equipment (whether through the direct purchase of assets or the Capital
       Stock of the Person owning such assets), in each case Incurred no more
       than 180 days after such purchase, lease or improvement of such property
       and any Refinancing Indebtedness in respect of such Indebtedness;
       provided, however, that at the time of the Incurrence of such
       Indebtedness and after giving effect thereto, the aggregate principal
       amount of all such Indebtedness incurred pursuant to this clause (vi)
       (or, prior to the Closing Date, pursuant to Section 4.03(vi) of the 1998
       Notes Indenture) and then outstanding shall not exceed the greater of
       $25.0 million and 5% of Adjusted Consolidated Assets;

               (vii) Indebtedness Incurred by the Company in connection with the
       acquisition of a Related Business and any Refinancing Indebtedness in
       respect of such Indebtedness; provided, however, that the aggregate
       amount of all such Indebtedness Incurred and outstanding pursuant to this
       clause (vii) (or, prior to the Closing Date, pursuant to Section
       4.03(vii) of the 1998 Notes Indenture) shall not exceed $50.0 million at
       any one time;

               (viii) Attributable Debt Incurred by the Company in respect of
       Sale/Leaseback Transactions; provided, however, that the aggregate amount
       of any such Attributable Debt Incurred and outstanding pursuant to this
       clause (viii) (or, prior to the Closing Date, pursuant to Section
       4.03(viii) of the 1998 Notes Indenture) shall not exceed $75.0 million at
       any one time;

               (ix) Indebtedness arising from agreements of the Company or a
       Restricted Subsidiary providing for indemnification, purchase price
       adjustment or similar

<PAGE>   38

                                                                              32

       obligations, in each case, Incurred or assumed in connection with the
       disposition of any business, assets or a Subsidiary, other than
       Guarantees of Indebtedness Incurred by any Person acquiring all or any
       portion of such business, assets or a Subsidiary for the purpose of
       financing such acquisition; provided, however, that the maximum assumable
       liability in respect of all such Indebtedness shall at no time exceed the
       gross proceeds actually received by the Company and its Restricted
       Subsidiaries in connection with such disposition;

               (x) any Guarantee by the Company of Indebtedness or other
       obligations of any of its Restricted Subsidiaries so long as the
       Incurrence of such Indebtedness Incurred by such Restricted Subsidiary is
       permitted under the terms of this Indenture;

               (xi) Indebtedness arising from Guarantees to suppliers, lessors,
       licensees, contractors, franchisees or customers Incurred in the ordinary
       course of business;

               (xii) Indebtedness Incurred by a Receivables Entity in a
        Qualified Receivables Transaction that is not recourse to the Company or
        any other Restricted Subsidiary of the Company (except for Standard
        Securitization Undertakings); and

               (xiii) Indebtedness (other than Indebtedness permitted to be
        Incurred pursuant to Section 4.03(a) or any other clause of this Section
        4.03(b)) in an aggregate principal amount on the date of Incurrence
        that, when added to all other Indebtedness Incurred pursuant to this
        clause (xiii) (or, prior to the Closing Date, pursuant to Section
        4.03(xiii) of the 1998 Notes Indenture) and then outstanding, shall not
        exceed $50.0 million.

               (c) The Company shall not Incur any Indebtedness if such
Indebtedness is subordinate or junior in ranking in any respect to any Senior
Indebtedness of the Company unless such Indebtedness is Senior Subordinated
Indebtedness of the Company or is expressly subordinated in right of payment to
Senior Subordinated Indebtedness of the Company.

               (d) Notwithstanding any other provision of this Section 4.03, the
maximum amount of Indebtedness that the Company or any Restricted Subsidiary may
Incur pursuant to this Section shall not be deemed to be exceeded solely as a
result of fluctuations in the exchange rates of currencies. For purposes of
determining the outstanding principal amount of any particular Indebtedness
Incurred pursuant to this Section 4.03, (i) Indebtedness permitted by this
Section 4.03 need not be permitted solely by reference to one provision
permitting such Indebtedness but may be permitted in part by one such provision
and in part by one or more other provisions of this Section permitting such
Indebtedness and (ii) in the event that Indebtedness meets the criteria of more
than one of the types of Indebtedness described in this Section, the Company, in
its sole discretion, shall classify or reclassify such Indebtedness and only be
required to include the amount of such Indebtedness in one of such clauses.

               SECTION 4.04. Limitation on Restricted Payments. (a) The Company
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to (i) declare or pay any dividend or make any distribution on or in
respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving

<PAGE>   39

                                                                              33

the Company) or similar payment to the direct or indirect holders of its Capital
Stock except dividends or distributions payable solely in its Capital Stock
(other than Disqualified Stock) and except dividends or distributions payable to
the Company or another Restricted Subsidiary (and, if such Restricted Subsidiary
has equity holders other than the Company or other Restricted Subsidiaries, to
its other equity holders on a pro rata basis), (ii) purchase, redeem, retire or
otherwise acquire for value any Capital Stock of Holdings, the Company or any
Restricted Subsidiary held by Persons other than the Company or another
Restricted Subsidiary, (iii) purchase, repurchase, redeem, defease or otherwise
acquire or retire for value, prior to scheduled maturity, scheduled repayment or
scheduled sinking fund payment any Subordinated Obligations of the Company
(other than the purchase, repurchase or other acquisition of Subordinated
Obligations of the Company purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of acquisition) or (iv) make any Investment (other
than a Permitted Investment) in any Person (any such dividend, distribution,
purchase, redemption, repurchase, defeasance, other acquisition, retirement or
Investment being herein referred to as a "Restricted Payment") if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:

               (1) a Default shall have occurred and be continuing (or would
        result therefrom);

               (2) the Company could not Incur at least $1.00 of additional
        Indebtedness under Section 4.03(a); or

               (3) the aggregate amount of such Restricted Payment and all other
        Restricted Payments (the amount so expended, if other than in cash, to
        be determined in good faith by the Board of Directors, whose
        determination shall be conclusive and evidenced by a resolution of the
        Board of Directors) declared or made subsequent to June 5, 1998 would
        exceed the sum of:

                      (A) 50% of the Consolidated Net Income accrued during the
               period (treated as one accounting period) from the beginning of
               the fiscal quarter beginning July 1, 1998 to the end of the most
               recent fiscal quarter for which internal financial statements are
               available prior to the date of such Restricted Payment (or, in
               case such Consolidated Net Income will be a deficit, minus 100%
               of such deficit);

                      (B) the aggregate Net Cash Proceeds or fair market value
               of assets or property received by the Company as a contribution
               to its equity capital or from the issue or sale of its Capital
               Stock (in each case other than Disqualified Stock and Excluded
               Contributions) subsequent to June 5, 1998 (other than an issuance
               or sale to (x) a Subsidiary of the Company or (y) an employee
               stock ownership plan or other trust established by the Company or
               any of its Subsidiaries);

                      (C) the amount by which Indebtedness or Disqualified Stock
               of the Company or its Restricted Subsidiaries is reduced on the
               Company's balance sheet upon the conversion or exchange (other
               than by a Subsidiary of the Company) subsequent to June 5, 1998
               of any Indebtedness or Disqualified Stock of the Company or its
               Restricted Subsidiaries issued after June 5, 1998, for Capital
               Stock (other than Disqualified Stock) of the

<PAGE>   40

                                                                              34

               Company (less the amount of any cash or the fair market value of
               other property distributed by the Company or any Restricted
               Subsidiary upon such conversion or exchange); and

                      (D) the amount equal to the net reduction in Investments
               in any Person (other than a Restricted Subsidiary) since June 5,
               1998 resulting from (i) payments of dividends, repayments of the
               principal of loans or advances or other transfers of assets to
               the Company or any Restricted Subsidiary from such Person, (ii)
               the sale or liquidation for cash of such Investment or (iii) the
               redesignation of Unrestricted Subsidiaries as Restricted
               Subsidiaries (valued in each case as provided in the definition
               of "Investment") not to exceed, in the case of any Unrestricted
               Subsidiary, the amount of Investments previously made by the
               Company or any Restricted Subsidiary in such Unrestricted
               Subsidiary, which amount was included in the calculation of the
               amount of Restricted Payments.

        (b)  The provisions of Section 4.04(a) shall not prohibit:

               (i) any Restricted Payment made by exchange for, or out of the
        proceeds of the substantially concurrent sale of, Capital Stock of the
        Company (other than Disqualified Stock and other than Capital Stock
        issued or sold to a Subsidiary of the Company or an employee stock
        ownership plan or other trust established by the Company or any of its
        Subsidiaries); provided, however, that (A) such Restricted Payment shall
        be excluded in the calculation of the amount of Restricted Payments and
        (B) the Net Cash Proceeds from such sale applied in the manner set forth
        in this clause (i) shall be excluded from the calculation of amounts
        under Section 4.04(a)(3)(B);

               (ii) any purchase, repurchase, redemption, defeasance or other
        acquisition or retirement for value of Subordinated Obligations of the
        Company made by exchange for, or out of the proceeds of the
        substantially concurrent sale of, Indebtedness of the Company that is
        permitted to be Incurred pursuant to Section 4.03(b); provided, however,
        that such purchase, repurchase, redemption, defeasance or other
        acquisition or retirement for value shall be excluded in the calculation
        of the amount of Restricted Payments;

               (iii) any purchase or redemption of Subordinated Obligations of
        the Company from Net Available Cash to the extent permitted by Section
        4.06; provided, however, that such purchase or redemption shall be
        excluded in the calculation of the amount of Restricted Payments;

               (iv) dividends paid within 60 days after the date of declaration
        thereof if at such date of declaration such dividend would have complied
        with Section 4.04(a); provided, however, that such dividend shall be
        included in the calculation of the amount of Restricted Payments;

               (v) any Restricted Payment made for the repurchase, redemption or
        other acquisition or retirement for value of any Capital Stock of
        Holdings, the Company or any of their respective Subsidiaries held by
        any employee, former employee, director or former director of Holdings,
        the Company or any of their respective Subsidiaries (and any permitted
        transferees thereof) pursuant to any equity

<PAGE>   41

                                                                              35

        subscription agreement, stock option agreement or plan or other similar
        agreement; provided, however, that the aggregate amount of such
        Restricted Payments shall not exceed $5.0 million in any calendar year
        and $20.0 million in the aggregate, in each case since June 5, 1998;
        provided further, however, that such Restricted Payments shall be
        included in the calculation of the amount of Restricted Payments;

               (vi) payment of dividends, other distributions or other amounts
        by the Company for the purposes set forth in clauses (A) through (E)
        below; provided, however, that such dividend, distribution or amount
        shall be excluded in the calculation of the amount of Restricted
        Payments:

                      (A) to Holdings in amounts equal to the amounts required
               for Holdings to pay franchise taxes and other fees required to
               maintain its corporate existence and provide for other operating
               costs of up to $2.0 million per calendar year;

                      (B) to Holdings in amounts equal to amounts required for
               Holdings to pay Federal, state and local income taxes that are
               then actually due and owing by Holdings to the extent such items
               relate to the Company and its Subsidiaries;

                      (C) to Holdings to permit Holdings to pay financial
               advisory, financing, underwriting or placement fees to [Cypress]
               and its Affiliates;

                      (D) to Holdings to permit Holdings to pay any employment,
               noncompetition, compensation or confidentiality arrangements
               entered into with its employees in the ordinary course of
               business to the extent such employees are primarily engaged in
               activities which relate to the Company and its Subsidiaries; and

                      (E) to Holdings to permit Holdings to pay customary fees
               and indemnities to directors and officers of Holdings to the
               extent such directors and officers are primarily engaged in
               activities which relate to the Company and its Subsidiaries;

               (vii) following the initial Equity Offering by Holdings, any
        payment of dividends or common stock buybacks by the Company in an
        aggregate amount in any year not to exceed 6% of the aggregate Net Cash
        Proceeds actually received by the Company in connection with such
        initial Equity Offering and any subsequent Equity Offering by the
        Company or Holdings; provided, however, that no Default or Event of
        Default shall have occurred and be continuing immediately before or
        after any such payment; provided further, however, that such dividends
        or common stock buybacks shall be included in the calculation of the
        amount of Restricted Payments;

               (viii) any repurchase of Capital Stock deemed to occur upon
        exercise of stock options if such Capital Stock represents a portion of
        the exercise price of such option; provided, however, that such
        repurchase shall be included in the calculation of the amount of
        Restricted Payments;

<PAGE>   42

                                                                              36

               (ix) the payment of any dividend or the making of any
        distribution to Holdings in amounts sufficient to permit Holdings (A) to
        pay interest when due on the Senior Discount Notes and (B) to make any
        mandatory redemptions, repurchases or principal or accreted value
        payments in respect of the Senior Discount Notes; provided, however,
        that such payments, dividends and distributions shall be excluded in the
        calculation of the amount of Restricted Payments;

               (x) the declaration and payment of dividends to holders of any
        class or series of Disqualified Stock of the Company issued in
        accordance with Section 4.03(b) to the extent such dividends are
        included in the definition of Consolidated Interest Expense; provided,
        however, that such dividends shall be included in the calculation of the
        amount of Restricted Payments;

               (xi) Investments made with Excluded Contributions; provided,
        however, that such Investments shall be excluded in the calculation of
        the amount of Restricted Payments;

               (xii) any Restricted Payment made to fund the Recapitalization
        (including fees and expenses); provided, however, that such Restricted
        Payment shall be excluded in the calculation of the amount of Restricted
        Payments; or

               (xiii) other Restricted Payments in an aggregate amount not to
        exceed $10.0 million since June 5, 1998; provided, however, that such
        payments shall be included in the calculation of the amount of
        Restricted Payments.

               SECTION 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions on
its Capital Stock or pay any Indebtedness or other obligations owed to the
Company, (ii) make any loans or advances to the Company or (iii) transfer any of
its property or assets to the Company, except:

               (1) any encumbrance or restriction pursuant to an agreement in
        effect at or entered into on June 5, 1998;

               (2) any encumbrance or restriction with respect to a Restricted
        Subsidiary pursuant to an agreement relating to any Indebtedness
        Incurred by such Restricted Subsidiary on or prior to the date on which
        such Restricted Subsidiary was acquired by the Company (other than
        Indebtedness Incurred as consideration in, in contemplation of, or to
        provide all or any portion of the funds or credit support utilized to
        consummate the transaction or series of related transactions pursuant to
        which such Restricted Subsidiary became a Restricted Subsidiary or was
        otherwise acquired by the Company) and outstanding on such date;

               (3) any encumbrance or restriction pursuant to an agreement
        effecting a Refinancing of Indebtedness Incurred pursuant to an
        agreement referred to in clause (1) or (2) of this Section 4.05 or this
        clause (3) or contained in any amendment to an agreement referred to in
        clause (1) or (2) of this Section 4.05 or this clause (3); provided,
        however, that the encumbrances and restrictions

<PAGE>   43

                                                                              37

        contained in any such Refinancing agreement or amendment are no less
        favorable to the Noteholders than the encumbrances and restrictions
        contained in such predecessor agreements;

               (4) in the case of clause (iii), any encumbrance or restriction
        (A) that restricts in a customary manner the subletting, assignment or
        transfer of any property or asset that is subject to a lease, license or
        similar contract, (B) contained in security agreements or mortgages
        securing Indebtedness of a Restricted Subsidiary to the extent such
        encumbrance or restriction restricts the transfer of the property
        subject to such security agreements or mortgages or (C) in connection
        with purchase money obligations for property acquired in the ordinary
        course of business;

               (5) with respect to a Restricted Subsidiary, any restriction
        imposed pursuant to an agreement entered into for the sale or
        disposition of all or substantially all the Capital Stock or assets of
        such Restricted Subsidiary pending the closing of such sale or
        disposition;

               (6) any encumbrance or restriction of a Receivables Entity
        effected in connection with a Qualified Receivables Transaction;
        provided, however, that such restrictions apply only to such Receivables
        Entity; and

               (7) any encumbrance or restriction existing pursuant to other
        Indebtedness permitted to be Incurred subsequent to the Issue Date
        pursuant to Section 4.03; provided, however, that any such encumbrance
        or restrictions are ordinary and customary with respect to the type of
        Indebtedness being Incurred (under the relevant circumstances).

               SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock.
(a) The Company shall not, and shall not permit any Restricted Subsidiary to,
make any Asset Disposition unless (i) the Company or such Restricted Subsidiary
receives consideration (including by way of relief from, or by any other Person
assuming sole responsibility for, any liabilities, contingent or otherwise) at
the time of such Asset Disposition at least equal to the fair market value (as
determined in good faith by the Company) of the shares and assets subject to
such Asset Disposition, (ii) at least 75% of the consideration thereof received
by the Company or such Restricted Subsidiary is in the form of cash or cash
equivalents (provided that the amount of (w) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet or in the
notes thereto) of the Company or any Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Notes) that are assumed
by the transferee of any such assets without recourse to the Company or any of
the Restricted Subsidiaries, (x) any notes or other obligations received by the
Company or such Restricted Subsidiary from such transferee that are converted by
the Company or such Restricted Subsidiary into cash (to the extent of the cash
received) within 180 days following the closing of such Asset Disposition, (y)
any Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Disposition having an aggregate fair
market value, taken together with all other Designated Noncash Consideration
received pursuant to this clause (y) and Section 4.06(a)(ii)(y) of the 1998
Notes Indenture that is at that time outstanding, not to exceed 5% of Adjusted
Consolidated Assets at the time of the receipt of such Designated Noncash
Consideration (with the fair market value of each item of Designated Noncash
Consideration being

<PAGE>   44

                                                                              38

measured at the time received and without giving effect to subsequent changes in
value) and (z) any assets received in exchange for assets related to a Related
Business of comparable market value in the good faith determination of the Board
of Directors shall be deemed to be cash for purposes of this provision) and
(iii) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by the Company (or such Restricted Subsidiary, as the
case may be) (A) first, to the extent the Company elects (or is required by the
terms of any Indebtedness), to prepay, repay, redeem or purchase Senior
Indebtedness of the Company or Indebtedness (other than any Disqualified Stock
and other than any Preferred Stock) of a Wholly Owned Subsidiary (in each case
other than Indebtedness owed to the Company or an Affiliate of the Company)
within 365 days after the later of the date of such Asset Disposition or the
receipt of such Net Available Cash; (B) second, to the extent of the balance of
Net Available Cash after application in accordance with clause (A), to the
extent the Company or such Restricted Subsidiary elects, to reinvest in
Additional Assets (including by means of an Investment in Additional Assets by a
Restricted Subsidiary with Net Available Cash received by the Company or another
Restricted Subsidiary) within 365 days from the later of such Asset Disposition
or the receipt of such Net Available Cash; and (C) third, to the extent of the
balance of such Net Available Cash after application in accordance with clauses
(A) and (B), to make an Offer (as defined below) to purchase Notes pursuant to
and subject to the conditions of Section 4.06(b); provided, however, that if the
Company elects (or is required by the terms of any other Senior Subordinated
Indebtedness of the Company), such Offer may be made ratably to purchase the
Notes and other Senior Subordinated Indebtedness of the Company; provided,
however, that in connection with any prepay- ment, repayment or purchase of
Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted
Subsidiary shall retire such Indebtedness and shall cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing
provisions of this Section 4.06, the Company and the Restricted Subsidiaries
shall not be required to apply any Net Available Cash in accordance with this
Section 4.06(a) except to the extent that the aggregate Net Available Cash from
all Asset Dispositions that is not applied in accordance with this Section 4.06
(a) exceeds $20.0 million (provided that such amount shall be reduced by the
aggregate Net Available Cash from all Asset Dispositions not applied in
accordance with Section 4.06(a) of the 1998 Notes Indenture prior to the Closing
Date).

               (b) In the event of an Asset Disposition that requires the
purchase of Notes (and other Senior Subordinated Indebtedness of the Company)
pursuant to Section 4.06(a)(iii)(C), the Company shall be required to purchase
Notes (and other Senior Subordinated Indebtedness of the Company) tendered
pursuant to an offer by the Company for the Notes (and other Senior Subordinated
Indebtedness of the Company) (the "Offer") at a purchase price of 100% of their
principal amount plus accrued and unpaid interest and liquidated damages, if
any, to the date of purchase in accordance with the procedures (including
prorating in the event of oversubscription), set forth in Section 4.06(c). If
the aggregate purchase price of Notes (and other Senior Subordinated
Indebtedness of the Company) tendered pursuant to the Offer is less than the Net
Available Cash allotted to the purchase of the Notes (and other Senior
Subordinated Indebtedness of the Company), the Company may apply the remaining
Net Available Cash for any purpose permitted by the terms of this Indenture. The
Company shall not be required to make an Offer for Notes (and other Senior
Subordinated Indebtedness of the Company) pursuant to this Section 4.06 if the
Net Available Cash available therefor (after application of the proceeds as
provided in clauses (A) and (B) of Section 4.06(a)(iii)) is

<PAGE>   45

                                                                              39

less than $10.0 million for any particular Asset Disposition (which lesser
amount shall be carried forward for purposes of determining whether an Offer is
required with respect to the Net Available Cash from any subsequent Asset
Disposition).

               (c) (1) Promptly, and in any event within 30 days after the
Company becomes obligated to make an Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Noteholder, a
written notice stating that the Noteholder may elect to have his Notes purchased
by the Company either in whole or in part (subject to prorating as hereinafter
described in the event the Offer is oversubscribed) in integral multiples of
$1,000 of principal amount, at the applicable purchase price. The notice shall
specify a purchase date not less than 30 days nor more than 60 days after the
date of such notice (the "Purchase Date") and shall contain or incorporate by
reference such information concerning the business of the Company which the
Company in good faith believes will enable such Noteholders to make an informed
decision and all instructions and materials necessary to tender Notes pursuant
to the Offer, together with the address referred to in clause (3).

               (2) Not later than the date upon which written notice of an Offer
is delivered to the Trustee as provided above, the Company shall deliver to the
Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer
Amount"), (ii) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (iii) the compliance
of such allocation with the provisions of Section 4.06(a). On such date, the
Company shall also irrevocably deposit with the Trustee or with a paying agent
(or, if the Company is acting as its own paying agent, segregate and hold in
trust) an amount equal to the Offer Amount to be invested in Temporary Cash
Investments and to be held for payment in accordance with the provisions of
this Section. Upon the expiration of the period for which the Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for cancelation
the Notes or portions thereof that have been properly tendered to and are to be
accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee)
shall, on the date of purchase, mail or deliver payment to each tendering
Noteholder in the amount of the purchase price. In the event that the aggregate
purchase price of the Notes (and other Senior Subordinated Indebtedness of the
Company) delivered by the Company to the Trustee is less than the Offer Amount
applicable to the Notes (and other Senior Subordinated Indebtedness of the
Company), the Trustee shall deliver the excess to the Company immediately after
the expiration of the Offer Period for application in accordance with this
Section 4.06.

               (3) Noteholders electing to have a Note purchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Noteholders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Purchase Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Noteholder, the principal amount of the Note which
was delivered by the Noteholder for purchase and a statement that such
Noteholder is withdrawing his election to have such Note purchased. If at the
expiration of the Offer Period the aggregate principal amount of Notes and any
other Senior Subordinated Indebtedness of the Company included in the Offer
surrendered by holders thereof exceeds the Offer Amount, the Company shall
select the Notes and other Senior Subordinated Indebtedness of the Company to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes

<PAGE>   46

                                                                              40

and other Senior Subordinated Indebtedness of the Company in denominations of
$1,000, or integral multiples thereof, shall be purchased). Noteholders whose
Notes are purchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered.

               (4) At the time the Company delivers Notes to the Trustee which
are to be accepted for purchase, the Company shall also deliver an Officers'
Certificate stating that such Notes are to be accepted by the Company pursuant
to and in accordance with the terms of this Section. A Note shall be deemed to
have been accepted for purchase at the time the Trustee, directly or through an
agent, mails or delivers payment therefor to the surrendering Noteholder.

               (d) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.

               SECTION 4.07. Limitation on Transactions with Affiliates. (a) The
Company shall not, and shall not cause or 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 or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving
aggregate consideration in excess of $5.0 million, unless (i) such Affiliate
Transaction is on terms that are not materially less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person and (ii) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$10.0 million, the Company delivers to the Trustee a resolution adopted by the
majority of the Board of Directors, approving such Affiliate Transaction and set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above.

               (b) The provisions of Section 4.07(a) shall not prohibit (i) any
Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any
issuance of securities, or other payments, Guarantees, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements,
stock options and stock ownership plans approved by the Board of Directors,
(iii) the grant of stock options or similar rights to employees and directors of
the Company pursuant to plans approved by the Board of Directors, (iv) loans or
advances to employees in the ordinary course of business in accordance with past
practices of the Company, but in any event not to exceed $5.0 million in the
aggregate outstanding at any one time, (v) the payment of reasonable fees to
directors of the Company and its Restricted Subsidiaries who are not employees
of the Company or its Subsidiaries, (vi) any transaction between the Company and
a Restricted Subsidiary or between Restricted Subsidiaries, (vii) any
transaction effected as part of a Qualified Receivables Transaction, (viii) any
payment by the Company to Holdings to permit Holdings to pay any Federal, state,
local or other taxes that are then actually due and owing by Holdings, (ix)
indemnification agreements with, and the payment of fees

<PAGE>   47

                                                                              41

and indemnities to, directors, officers and employees of the Company and its
Restricted Subsidiaries, in each case, in the ordinary course of business, (x)
any employment, compensation, noncompetition or confidentiality agreement
entered into by the Company and its Restricted Subsidiaries with its employees
in the ordinary course of business, (xi) the payment by the Company of fees,
expenses and other amounts to Cypress and its Affiliates in connection with the
Recapitalization, (xii) payments by the Company or any of its Restricted
Subsidiaries to Cypress and its Affiliates made pursuant to any financial
advisory, financing, underwriting or placement agreement, or in respect of other
investment banking activities, in each case, as determined by the Board of
Directors in good faith, (xiii) any issuance of Capital Stock of the Company
(other than Disqualified Stock), (xiv) any agreement as in effect as of June 5,
1998 or any amendment or replacement hereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Noteholders of the
Notes in any material respect than the original agreement as in effect on June
5, 1998 and (xv) transactions in which the Company or any of its Restricted
Subsidiaries, as the case may be, delivers to the Trustee a letter from an
Independent Financial Advisor stating that such transaction is fair to the
Company or such Restricted Subsidiary from a financial point of view or meets
the requirements of Section 4.07(a).

               SECTION 4.08. Change of Control. (a) Upon the occurrence of a
Change of Control, unless all Notes have been called for redemption pursuant to
paragraph 5 of the Notes, each Noteholder shall have the right to require the
Company to repurchase all or any part of such Noteholder's Notes at a purchase
price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest and liquidated damages, if any, to the date of repurchase
(subject to the right of Noteholders of record on the relevant record date to
receive interest due on the relevant interest payment date), in accordance with
Section 4.08(b). Prior to the mailing of the notice referred to below, but in
any event within 30 days following the date on which the Company becomes aware
that a Change of Control has occurred, if the purchase of the Notes would
violate or constitute a default under any other Indebtedness of the Company,
then the Company shall, to the extent needed to permit such purchase of Notes,
either (i) repay all such Indebtedness and terminate all commitments outstanding
thereunder or (ii) request the holders of such Indebtedness to give the
requisite consents to permit the purchase of the Notes as provided below. Until
such time as the Company is able to repay all such Indebtedness and terminate
all commitments outstanding thereunder or such time as such requisite consents
are obtained, the Company shall not be required to make the Change of Control
Offer or purchase the Notes pursuant to the provisions described below.

               (b) Within 30 days following any Change of Control, unless all
Notes have been called for redemption pursuant to paragraph 5 of the Notes, the
Company shall mail a notice to each Noteholder with a copy to the Trustee (the
"Change of Control Offer") stating:

               (1) that a Change of Control has occurred and that such
        Noteholder has the right to require the Company to purchase such
        Noteholder's Notes at a purchase price in cash equal to 101% of the
        principal amount thereof, plus accrued and unpaid interest and
        liquidated damages, if any, to the date of repurchase (subject to the
        right of Noteholders of record on the relevant record date to receive
        interest on the relevant interest payment date);

               (2) the circumstances and relevant facts regarding such Change of
        Control;

<PAGE>   48

                                                                              42

               (3) the repurchase date (which shall be no earlier than 30 days
        nor later than 60 days from the date such notice is mailed); and

               (4) the instructions determined by the Company, consistent with
        this Section, that a Noteholder must follow in order to have its Notes
        repurchased.

               (c) Noteholders electing to have a Note repurchased shall be
required to surrender the Note, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the repurchase date. Noteholders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the repurchase date a telegram, telex, facsimile transmission or letter
setting forth the name of the Noteholder, the principal amount of the Note which
was delivered for repurchase by the Noteholder and a statement that such
Noteholder is withdrawing his election to have such Note repurchased.

               (d) On the repurchase date, all Notes repurchased by the Company
under this Section shall be delivered to the Trustee for cancelation, and the
Company shall pay the purchase price plus accrued and unpaid interest and
liquidated damages, if any, to the Noteholders entitled thereto.

               (e) Notwithstanding the foregoing provisions of this Section, the
Company will 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 Section
4.08(b) applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

               (f) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue thereof.

               SECTION 4.09. Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
an Officers' Certificate stating that a review of the Company's activities
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture and
further stating, as to each such Officer signing such certificate, whether to
the best of such Officer's knowledge the Company during such preceding fiscal
year has kept, observed, performed and fulfilled each and every such covenant
contained in this Indenture and that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do know of any Default, the certificate
shall describe the Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with
Section 314(a)(4) of the TIA.

<PAGE>   49

                                                                              43

               SECTION 4.10. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

               SECTION 4.11. Limitation on the Sale or Issuance of Capital Stock
of Restricted Subsidiaries. The Company shall not sell or otherwise dispose of
any shares of Capital Stock of a Restricted Subsidiary, and shall not permit any
Restricted Subsidiary, directly or indirectly, to issue or sell or otherwise
dispose of any shares of its Capital Stock except: (i) to the Company or a
Wholly Owned Subsidiary or to any director of a Restricted Subsidiary to the
extent required as director's qualifying shares; (ii) if, immediately after
giving effect to such issuance, sale or other disposition, neither the Company
nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary
or (iii) if, immediately after giving effect to such issuance or sale, such
Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any
Investment in such Person remaining after giving effect thereto would have been
permitted to be made under Section 4.04 if made on the date of such issuance,
sale or other disposition. The provisions of this Section 4.11 shall not
prohibit any transaction effected as part of a Qualified Receivables
Transaction. The proceeds of any sale of such Capital Stock permitted hereby
shall be treated as Net Available Cash from an Asset Disposition and shall be
applied in accordance with Section 4.06.

               SECTION 4.12. Limitation on Liens. The Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or
permit to exist any Lien of any nature whatsoever that secures Senior
Subordinated Indebtedness of the Company or Subordinated Obligations of the
Company on any of its property or assets (including Capital Stock of a
Restricted Subsidiary), whether owned at the Closing Date or thereafter
acquired, other than Permitted Liens, without effectively providing that the
Notes shall be secured equally and ratably with (or on a senior basis to in the
case of Subordinated Obligations of the Company) the obligations so secured for
so long as such obligations are so secured.

                                    ARTICLE 5

                                Successor Company

               SECTION 5.01. When Company May Merge or Transfer Assets. The
Company shall not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all its assets to, any Person, unless:

               (i) the resulting, surviving or transferee Person (the "Successor
       Company") shall be a corporation organized and existing under the laws of
       the United States of America, any State thereof or the District of
       Columbia and the Successor Company (if not the Company) shall expressly
       assume, by an indenture supple- mental hereto, executed and delivered to
       the Trustee, in form satisfactory to the Trustee, all the obligations of
       the Company under the Notes and this Indenture;

               (ii) immediately after giving effect to such transaction (and
       treating any Indebtedness which becomes an obligation of the Successor
       Company or any Restricted Subsidiary as a result of such transaction as
       having been Incurred by

<PAGE>   50

                                                                              44

       the Successor Company or such Restricted Subsidiary at the time of such
       transaction), no Default shall have occurred and be continuing;

               (iii) immediately after giving effect to such transaction, (A)
       the Successor Company would be able to Incur an additional $1.00 of
       Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage
       Ratio for the Successor Company and its Restricted Subsidiaries would be
       greater than such ratio for the Company and its Restricted Subsidiaries
       immediately prior to such transaction;

               (iv) immediately after giving effect to such transaction, the
       Successor Company shall have Consolidated Net Worth in an amount which is
       not less than the Consolidated Net Worth of the Company immediately prior
       to such transaction; and

               (v) the Company shall have delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that such
       consolidation, merger or transfer and such supplemental indenture (if
       any) comply with this Indenture.

               The Successor Company shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture, but
the predecessor Company in the case of a conveyance, transfer or lease of all or
substantially all its assets shall not be released from the obligation to pay
the principal of and interest on the Notes.

               Notwithstanding clause (iii) above, a Wholly Owned Subsidiary may
be consolidated with or merged into the Company and the Company may consolidate
with or merge with or into (A) another Person, if such Person is a single
purpose corporation that has not conducted any business or Incurred any
Indebtedness or other liabilities and such transaction is being consummated
solely to change the state of incorporation of the Company and (B) Holdings;
provided, however, that, in the case of clause (B), (x) Holdings shall not have
owned any assets other than the Capital Stock of the Company (and other
immaterial assets incidental to its ownership of such Capital Stock) or
conducted any business other than owning the Capital Stock of the Company, (y)
Holdings shall not have any Indebtedness or other liabilities (other than
ordinary course liabilities incidental to its ownership of the Capital Stock of
the Company) and (z) immediately after giving effect to such consolidation or
merger, the Successor Company shall have a pro forma Consolidated Coverage Ratio
that is not less than the Consolidated Coverage Ratio of the Company immediately
prior to such consolidation or merger.

                                    ARTICLE 6

                              Defaults and Remedies

               SECTION 6.01. Events of Default. An "Event of Default" occurs if:

               (1) the Company defaults in any payment of interest on any Note
        when the same becomes due and payable, whether or not such payment shall
        be prohibited by Article 10, and such default continues for a period of
        30 days;

<PAGE>   51

                                                                              45

               (2) the Company (i) defaults in the payment of the principal of
        any Note when the same becomes due and payable at its Stated Maturity,
        upon redemption, upon declaration or otherwise, whether or not such
        payment shall be prohibited by Article 10 or (ii) fails to redeem or
        purchase Notes when required pursuant to this Indenture or the Notes,
        whether or not such redemption or purchase shall be prohibited by
        Article 10;

               (3) the Company fails to comply with Section 5.01;

               (4) the Company fails to comply with Section 4.02, 4.03, 4.04,
        4.05, 4.06, 4.07, 4.08, 4.11 or 4.12 (other than a failure to purchase
        Notes when required under Section 4.06 or 4.08) and such failure
        continues for 30 days after the notice specified below;

               (5) the Company fails to comply with any of its agreements in the
        Notes or this Indenture (other than those referred to in (1), (2), (3)
        or (4) above) and such failure continues for 60 days after the notice
        specified below;

               (6) Indebtedness of the Company or any Significant Subsidiary is
        not paid within any applicable grace period after final maturity or the
        acceleration of any such Indebtedness by the holders thereof because of
        a default and the total amount of such Indebtedness unpaid or
        accelerated exceeds $25 million or its foreign currency equivalent at
        the time and such failure continues for 10 days after the notice
        specified below;

               (7) the Company or any Significant Subsidiary pursuant to or
        within the meaning of any Bankruptcy Law:

                      (A) commences a voluntary case;

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

                      (C) consents to the appointment of a Custodian of it or
               for any substantial part of its property; or

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

        or takes any comparable action under any foreign laws relating to
        insolvency;

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

                      (A) is for relief against the Company or any Significant
               Subsidiary in an involuntary case;

                      (B) appoints a Custodian of the Company or any Significant
               Subsidiary or for any substantial part of its property; or

                      (C) orders the winding up or liquidation of the Company or
               any Significant Subsidiary;

<PAGE>   52

                                                                              46

        or any similar relief is granted under any foreign laws and the order or
        decree remains unstayed and in effect for 60 days; or

               (9) any judgment or decree for the payment of money in excess of
        $25 million or its foreign currency equivalent at the time is entered
        against the Company or any Significant Subsidiary and is not discharged,
        waived or stayed and either (A) an enforcement proceeding has been
        commenced by any creditor upon such judgment or decree or (B) there is a
        period of 60 days following the entry of such judgment or decree during
        which such judgment or decree is not discharged, waived or the execution
        thereof stayed and such judgment or decree is not discharged, waived or
        the execution thereof stayed within 10 days after the notice specified
        below.

               The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

               The term "Bankruptcy Law" means Title 11, United States Code, or
any similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

               A Default under clause (4), (5), (6) or (9) above is not an Event
of Default until the Trustee or the Noteholders of at least 25% in principal
amount of the outstanding Notes notify the Company of the Default and the
Company does not cure such Default within the time specified after receipt of
such notice. Such notice must specify the Default, demand that it be remedied
and state that such notice is a "Notice of Default".

               The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any event which with the giving of notice or the lapse of time would become
an Event of Default under clause (4), (5) or (9), its status and what action the
Company is taking or proposes to take with respect thereto.

               SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Noteholders of at least 25% in principal amount of the outstanding Notes by
notice to the Company, may declare the principal of and accrued but unpaid
interest on all the Notes to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company occurs,
the principal of and interest on all the Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Noteholders. The Noteholders of a majority in principal
amount of the Notes by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

<PAGE>   53

                                                                              47

               SECTION 6.03. Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Notes or to enforce the performance
of any provision of the Notes or this Indenture.

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

               SECTION 6.04. Waiver of Past Defaults. The Holders of a majority
in principal amount of the Notes by notice to the Trustee may waive an existing
Default and its consequences except (i) a Default in the payment of the
principal of or interest on a Note, (ii) a Default arising from the failure to
redeem or purchase any Note when required pursuant to the terms of this
Indenture or (iii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Noteholder affected. When a
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.

               SECTION 6.05. Control by Majority. The Noteholders of a majority
in principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Noteholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

               SECTION 6.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Noteholder may pursue any remedy with respect to this Indenture or the Notes
unless:

               (1) the Noteholder gives to the Trustee written notice stating
        that an Event of Default is continuing;

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

               (3) such Noteholder or Noteholders offer to the Trustee
        reasonable security or indemnity against any loss, liability or expense;

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

<PAGE>   54

                                                                              48

               (5) the Noteholders of a majority in principal amount of the
        Notes do not give the Trustee a direction inconsistent with the request
        during such 60-day period.

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

               SECTION 6.07. Rights of Noteholders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any
Noteholder to receive payment of principal of and liquidated damages and
interest on the Notes held by such Noteholder, on or after the respective due
dates expressed in the Notes, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Noteholder.

               SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

               SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Noteholders allowed
in any judicial proceedings relative to the Company, Holdings, their creditors
or their property and, unless prohibited by law or applicable regulations, may
vote on behalf of the Noteholders in any election of a trustee in bankruptcy or
other Person performing similar functions, and any Custodian in any such
judicial proceeding is hereby authorized by each Noteholder to make payments to
the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Noteholders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07.

               SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

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

               SECOND: to holders of Senior Indebtedness of the Company to the
        extent required by Article 10;

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

               FOURTH: to the Company.

               The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section. At least 15 days before such
record date, the

<PAGE>   55

                                                                              49

Trustee shall mail to each Noteholder and the Company a notice that states the
record date, the payment date and amount to be paid.

               SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Noteholder pursuant to Section 6.07 or a suit
by Noteholders of more than 10% in principal amount of the Notes.

               SECTION 6.12. Waiver of Stay or Extension Laws. Neither the
Company nor Holdings (to the extent it may lawfully do so) shall at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company and Holdings (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and shall
not hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law had been enacted.

                                    ARTICLE 7

                                     Trustee

               SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

               (1) the Trustee need only perform such duties as are specifically
        set forth in this Indenture and no implied covenants or obligations
        shall be read into this Indenture against the Trustee; and

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

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

                      (1) this paragraph does not limit the effect of paragraph
               (b) of this Section;

<PAGE>   56

                                                                              50

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

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

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

               (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

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

               (g) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur 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 to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

               (h) 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 and to the provisions of the TIA.

               SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

               (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

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

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

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

               (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, consent, order, approval, bond,
debenture, note or other paper or

<PAGE>   57

                                                                              51

document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.

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

               SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar or co-paying
agent may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.

               SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication.

               SECTION 7.05. Notice of Defaults. (a) The Trustee shall not be
deemed to have notice of any Default, other than a payment default, unless a
Trust Officer shall have been advised in writing that a Default has occurred. No
duty imposed upon the Trustee in this Indenture shall be applicable with respect
to any Default of which the Trustee is not deemed to have notice.

               (b) If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall mail to each Noteholder notice of the Default
within the earlier of 90 days after it occurs or 30 days after it is known to a
Trust Officer or written notice of it is received by the Trustee. Except in the
case of a Default in payment of principal, premium (if any) or interest on any
Note (including payments pursuant to the redemption provisions of such Note),
the Trustee may withhold notice if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is in the interests of
the Noteholders.

               SECTION 7.06. Reports by Trustee to Noteholders. As promptly as
practicable after each June 30 beginning with the June 30 following the first
anniversary of the date of this Indenture, and in any event prior to August 31
in each subsequent year, the Trustee shall, to the extent that any of the events
described in TIA ss. 313(a) occurred within the previous twelve months, but not
otherwise, mail to each Noteholder a brief report dated as of June 30 that
complies with Section 313(a) of the TIA. The Trustee shall also comply with
Section 313(b) of the TIA.

               A copy of each report at the time of its mailing to Noteholders
shall be filed with the SEC and each stock exchange (if any) on which the Notes
are listed. The Company agrees to notify promptly the Trustee whenever the Notes
become listed on any stock exchange and of any delisting thereof.

               SECTION 7.07. Compensation and Indemnity. The Company shall pay
to the Trustee from time to time such compensation as the Company and the
Trustee shall

<PAGE>   58

                                                                              52

from time to time agree in writing. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company and Holdings, jointly and
severally shall indemnify the Trustee, and hold it harmless, against any and all
loss, liability or expense (including reasonable attorneys' fees) incurred by or
in connection with the offer and sale of the Notes or the administration of this
trust and the performance of its duties hereunder. The Trustee shall notify the
Company of any claim for which it may seek indemnity promptly upon obtaining
actual knowledge thereof; provided, however, that any failure so to notify the
Company shall not relieve the Company or Holdings of its indemnity obligations
hereunder. The Company shall defend the claim and the indemnified party shall
provide reasonable cooperation at the Company's expense in the defense. Such
indemnified parties may have separate counsel and the Company and Holdings, as
applicable, shall pay the fees and expenses of such counsel; provided, however,
that the Company shall not be required to pay such fees and expenses if it
assumes such indemnified parties' defense and, in such indemnified parties'
reasonable judgment, there is no conflict of interest between the Company and
Holdings, as applicable, and such parties in connection with such defense. The
Company need not reimburse any expense or indemnify against any loss, liability
or expense incurred by an indemnified party through such party's own wilful
misconduct and negligence.

               To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest and any liquidated damages on particular Notes.

               The Company's payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(7) or (8) with respect to the Company, the
expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

               SECTION 7.08. Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Notes may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

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

               (2) the Trustee is adjudged bankrupt or insolvent;

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

               (4) the Trustee otherwise becomes incapable of acting.

               If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Notes and such Noteholders do
not reasonably

<PAGE>   59

                                                                              53

promptly appoint a successor Trustee, or if a vacancy exists in the office of
Trustee for any reason (the Trustee in such event being referred to herein as
the retiring Trustee), the Company shall promptly appoint a successor Trustee.

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

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

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

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

               SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

               In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

               SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall have
a combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

               SECTION 7.11. Preferential Collection of Claims Against Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA
<PAGE>   60

                                                                              54

Section 311(b). A Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated.


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

               SECTION 8.01. Discharge of Liability on Notes; Defeasance. (a)
When (i) the Company delivers to the Trustee all outstanding Notes (other than
Notes replaced pursuant to Section 2.08) for cancelation or (ii) all outstanding
Notes have become due and payable, whether at maturity or as a result of the
mailing of a notice of redemption pursuant to Article 3 hereof, and the Company
irrevocably deposits with the Trustee funds or U.S. Government Obligations on
which payment of principal and interest when due will be sufficient to pay at
maturity or upon redemption all outstanding Notes, including interest thereon to
maturity or such redemption date (other than Notes replaced pursuant to Section
2.08), and if in either case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 8.01(c), cease to
be of further effect. The Trustee shall acknowledge satisfaction and discharge
of this Indenture on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.

               (b) Subject to Sections 8.01(c) and 8.02, the Company at any time
may terminate (i) all of its obligations under the Notes and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of
Section 5.01(iii), 5.01(iv), 6.01(4), 6.01(6), 6.01(7) (with respect to
Significant Subsidiaries of the Company only), 6.01(8) (with respect to
Significant Subsidiaries of the Company only) and 6.01(9) ("covenant defeasance
option"). The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. In the event that the
Company terminates all of its obligations under the Notes and this Indenture by
exercising its legal defeasance option, the obligations under the Holdings
Guarantee shall be terminated simultaneously with the termination of such
obligations.

               If the Company exercises its legal defeasance option, payment of
the Notes may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Notes may not be
accelerated because of an Event of Default specified in Section 6.01(4),
6.01(6), 6.01(7) (with respect to Significant Subsidiaries of the Company only)
or 6.01(8) (with respect to Significant Subsidiaries of the Company only) or
because of the failure of the Company to comply with clauses (iii) and (iv) of
Section 5.01.

               Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

               (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in
this Article 8 shall survive until the Notes have been paid in full. Thereafter,
the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

<PAGE>   61

                                                                              55

               SECTION 8.02. Conditions to Defeasance. The Company may exercise
its legal defeasance option or its covenant defeasance option only if:

               (1) the Company irrevocably deposits in trust with the Trustee
        money or U.S. Government Obligations for the payment of principal,
        premium (if any) and interest on the Notes to maturity or redemption, as
        the case may be;

               (2) the Company delivers to the Trustee a certificate from a
        nationally recognized firm of independent accountants expressing their
        opinion that the payments of principal and interest when due and
        without reinvestment on the deposited U.S. Government Obligations plus
        any deposited money without investment will provide cash at such times
        and in such amounts as will be sufficient to pay principal and interest
        when due on all the Notes to maturity or redemption, as the case may be;

               (3) 123 days pass after the deposit is made and during the
        123-day period no Default specified in Section 6.01(7) or (8) with
        respect to the Company occurs which is continuing at the end of the
        period;

               (4) the deposit does not constitute a default under any other
        agreement binding on the Company and is not prohibited by Article 10;

               (5) the Company delivers to the Trustee an Opinion of Counsel to
        the effect that the trust resulting from the deposit does not
        constitute, or is qualified as, a regulated investment company under the
        Investment Company Act of 1940;

               (6) in the case of the legal defeasance option, the Company shall
        have delivered to the Trustee an Opinion of Counsel stating that (i) the
        Company has received from, or there has been published by, the Internal
        Revenue Service a ruling, or (ii) 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 Noteholders will not recognize income, gain or loss
        for Federal income tax purposes as a result of such deposit and
        defeasance and will be subject to Federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if such deposit and defeasance had not occurred;

               (7) in the case of the covenant defeasance option, the Company
        shall have delivered to the Trustee an Opinion of Counsel to the effect
        that the Noteholders will not recognize income, gain or loss for Federal
        income tax purposes as a result of such deposit and defeasance and will
        be subject to Federal income tax on the same amounts, in the same manner
        and at the same times as would have been the case if such deposit and
        defeasance had not occurred; and

               (8) the Company delivers to the Trustee an Officers' Certificate
        and an Opinion of Counsel, each stating that all conditions precedent to
        the defeasance and discharge of the Notes as contemplated by this
        Article 8 have been complied with.

<PAGE>   62

                                                                              56

               Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.

               SECTION 8.03. Application of Trust Money. The Trustee shall hold
in trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Notes. Money and securities so
held in trust are not subject to Article 10.

               SECTION 8.04. Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

               Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon written request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Noteholders entitled to the money must look to the
Company for payment as general creditors.

               SECTION 8.05. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

               SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to this Article 8 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article 8; provided, however, that, if the Company has made
any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Noteholders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE 9

                                   Amendments

               SECTION 9.01. Without Consent of Noteholders. The Company,
Holdings and the Trustee may amend this Indenture or the Notes without notice to
or consent of any Noteholder:

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

               (2) to comply with Article 5;

<PAGE>   63

                                                                              57

               (3) to provide for uncertificated Notes in addition to or in
        place of certificated Notes; provided, however, that the uncertificated
        Notes are issued in registered form for purposes of Section 163(f) of
        the Code or in a manner such that the uncertificated Notes are described
        in Section 163(f)(2)(B) of the Code;

               (4) to make any change in Article 10 or Article 12 that would
        limit or terminate the benefits available to any holder of Senior
        Indebtedness (or Representatives therefor) under Article 10 or Article
        12;

               (5) to add additional Guarantees with respect to the Notes or to
        secure the Notes;

               (6) to add to the covenants of the Company for the benefit of the
        Noteholders or to surrender any right or power herein conferred upon the
        Company;

               (7) to comply with any requirements of the SEC in connection with
        qualifying, or maintaining the qualification of, this Indenture under
        the TIA;

               (8) to make any change that does not adversely affect the rights
        of any Noteholder; or

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

               An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or Article 12 of any holder of
Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

               After an amendment under this Section becomes effective, the
Company shall mail to Noteholders a notice briefly describing such amendment.
The failure to give such notice to all Noteholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

               SECTION 9.02. With Consent of Noteholders. The Company, Holdings
and the Trustee may amend this Indenture or the Notes with the written consent
of the Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Notes), without notice to any other Noteholder. However,
without the consent of each Holder of an outstanding Note affected, an amendment
may not:

               (1) reduce the principal amount of Notes whose Noteholders must
        consent to an amendment;

               (2) reduce the rate of or extend the time for payment of interest
        or any liquidated damages on any Note;

<PAGE>   64

                                                                              58

               (3) reduce the principal of or extend the Stated Maturity of any
        Note;

               (4) reduce the premium payable upon the redemption of any Note or
        change the time at which any Note may be redeemed in accordance with
        Article 3;

               (5) make any Note payable in money other than that stated in the
        Note;

               (6) make any change in Article 10 or Article 12 that adversely
        affects the rights of any Noteholder under Article 10 or Article 12; or

               (7) make any change in Section 6.04 or 6.07 or the second
        sentence of this Section 9.02.

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

               An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article 10 of any holder of Senior
Indebtedness of the Company then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

               After an amendment under this Section becomes effective, the
Company shall mail to Noteholders a notice briefly describing such amendment.
The failure to give such notice to all Noteholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

               SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Notes shall comply with the TIA as then in
effect.

               SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Noteholder of a Note shall bind the
Noteholder and every subsequent Noteholder of that Note or portion of the Note
that evidences the same debt as the consenting Noteholder's Note, even if
notation of the consent or waiver is not made on the Note. However, any such
Noteholder or subsequent Noteholder may revoke the consent or waiver as to such
Noteholder's Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Noteholder. An
amendment or waiver becomes effective once both (i) the requisite number of
consents have been received by the Company or the Trustee and (ii) such
amendment or waiver has been executed by the Company and the Trustee.

               The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Noteholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Noteholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Noteholders
after such record date. No such consent shall be valid or effective for more
than 120 days after such record date.

<PAGE>   65

                                                                              59

               SECTION 9.05. Notation on or Exchange of Notes. If an amendment
changes the terms of a Note, the Trustee may require the Noteholder of the Note
to deliver it to the Trustee. The Trustee may place an appropriate notation on
the Note regarding the changed terms and return it to the Noteholder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Note shall not affect the validity of such amendment.

               SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Company and Holdings
enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).

                                   ARTICLE 10

                                  Subordination

               SECTION 10.01. Agreement To Subordinate. The Company agrees, and
each Noteholder by accepting a Note agrees, that the Indebtedness evidenced by
the Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full in cash or cash
equivalents of all Senior Indebtedness of the Company and that the subordination
is for the benefit of and enforceable by the holders of such Senior
Indebtedness. The Notes shall in all respects rank pari passu with all other
Senior Subordinated Indebtedness of the Company and only Indebtedness of the
Company that is Senior Indebtedness of the Company shall rank senior to the
Notes in accordance with the provisions set forth herein. For purposes of this
Article 10, the Indebtedness evidenced by the Notes shall be deemed to include
the liquidated damages payable pursuant to the provisions set forth in the Notes
and the Registration Agreement. All provisions of this Article 10 shall be
subject to Section 10.12.

               SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:

               (1) holders of Senior Indebtedness of the Company shall be
       entitled to receive payment in full in cash or cash equivalents of such
       Senior Indebtedness before the Noteholders shall be entitled to receive
       any payment of principal of, interest, premium (if any) or liquidated
       damages on the Notes; and

<PAGE>   66

                                                                              60

               (2) until the Senior Indebtedness of the Company is paid in full
       in cash or cash equivalents, any payment or distribution to which
       Noteholders would be entitled but for this Article 10 shall be made to
       holders of such Senior Indebtedness as their interests may appear.

               SECTION 10.03. Default on Senior Indebtedness. The Company may
not pay the principal of, premium (if any) or interest on the Notes, or any
liquidated damages payable pursuant to the provisions set forth in the
Registration Agreement (as defined in the Appendix), or make any deposit
pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire any
Notes (collectively, "pay the Notes") if (i) any Designated Senior Indebtedness
of the Company is not paid in cash or cash equivalents when due or (ii) any
other default on Designated Senior Indebtedness of the Company occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded or (y) such Designated Senior
Indebtedness has been paid in full in cash or cash equivalents; provided,
however, that the Company may pay the Notes without regard to the foregoing if
the Company and the Trustee receive written notice approving such payment from
the Representative of the Designated Senior Indebtedness with respect to which
either of the events set forth in clause (i) or (ii) of this sentence has
occurred and is continuing. During the continuance of any default (other than a
default described in clause (i) or (ii) of the immediately preceding sentence)
with respect to any Designated Senior Indebtedness of the Company pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, the Company may not pay the Notes
for a period (a "Payment Blockage Period") commencing upon the receipt by the
Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of
such default from the Representative of such Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated (i) by
written notice to the Trustee and the Company from the Person or Persons who
gave such Blockage Notice, (ii) by repayment in full in cash or cash equivalents
of such Designated Senior Indebtedness or (iii) because the default giving rise
to such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in the first sentence of this Section), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, the Company may
resume payments on the Notes after the end of such Payment Blockage Period. Not
more than one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated Senior
Indebtedness of the Company during such period; provided, however, that if any
Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness of the Company other than the Bank
Indebtedness, the Representative of the Bank Indebtedness may give another
Blockage Notice within such period; provided further, however, that in no event
may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days in the aggregate during any 360-consecutive day
period. For purposes of this Section, no default or event of default that
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis of the commencement
of a subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive

<PAGE>   67

                                                                              61

days, unless such default or event of default shall have been cured or waived
for a period of not less than 90 consecutive days.

               SECTION 10.04. Acceleration of Payment of Notes. If payment of
the Notes is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness
of the Company (or their Representative) of the acceleration. If any Designated
Senior Indebtedness of the Company is outstanding, the Company may not pay the
Notes until five Business Days after such holders or the Representative of the
Designated Senior Indebtedness receive notice of such acceleration and,
thereafter, may pay the Notes only if this Article 10 otherwise permits payment
at that time.

               SECTION 10.05. When Distribution Must Be Paid Over. If a
distribution is made to Noteholders that because of this Article 10 should not
have been made to them, the Noteholders who receive the distribution shall hold
it in trust for holders of Senior Indebtedness of the Company and pay it over to
them as their interests may appear.

               SECTION 10.06. Subrogation. After all Senior Indebtedness of the
Company is paid in full and until the Notes are paid in full, Noteholders shall
be subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article 10 to holders of such Senior Indebtedness which otherwise would have
been made to Noteholders is not, as between the Company and Noteholders, a
payment by the Company on such Senior Indebtedness.

               SECTION 10.07. Relative Rights. This Article 10 defines the
relative rights of Noteholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

               (1) impair, as between the Company and Noteholders, the
       obligation of the Company, which is absolute and unconditional, to pay
       principal of and interest on and liquidated damages in respect of, the
       Notes in accordance with their terms; or

               (2) prevent the Trustee or any Noteholder from exercising its
       available remedies upon a Default, subject to the rights of holders of
       Senior Indebtedness of the Company to receive distributions otherwise
       payable to Noteholders.

               SECTION 10.08. Subordination May Not Be Impaired by the Company.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.

               SECTION 10.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Notes and shall not be charged with knowledge of the existence
of facts that would prohibit the making of any such payments unless, not less
than two Business Days prior to the date of such payment, a Trust Officer of the
Trustee receives notice satisfactory to it that payments may not be made under
this Article 10. The Company, the Registrar, the Paying Agent, a Representative
or a holder of Senior Indebtedness of the Company may give the notice; provided,
however, that, if an issue of Senior Indebtedness of the Company has a
Representative, only the Representative may give the notice.

<PAGE>   68

                                                                              62

               The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness of the Company which may at
any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.

               SECTION 10.10. Distribution or Notice to Representative. Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative (if any).

               SECTION 10.11. Article 10 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the Notes
by reason of any provision in this Article 10 shall not be construed as
preventing the occurrence of a Default. Nothing in this Article 10 shall have
any effect on the right of the Noteholders or the Trustee to accelerate the
maturity of the Notes.

               SECTION 10.12. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Notes shall not be subordinated
to the prior payment of any Senior Indebtedness of the Company or subject to the
restrictions set forth in this Article 10, and none of the Noteholders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.

               SECTION 10.13. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Noteholders shall
be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Noteholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 10. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 10, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 10, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.

<PAGE>   69

                                                                              63

               SECTION 10.14. Trustee To Effectuate Subordination. Each
Noteholder by accepting a Note authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Noteholders and the holders of Senior
Indebtedness of the Company as provided in this Article 10 and appoints the
Trustee as attorney-in-fact for any and all such purposes.

               SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Noteholders or the
Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 10 or
otherwise.

               SECTION 10.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Noteholder by accepting a Note acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness of
the Company, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Notes, to acquire and continue to hold, or to continue
to hold, such Senior Indebtedness and such holder of such Senior Indebtedness
shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.

               SECTION 10.17. Trustee's Compensation Not Prejudiced. Nothing in
this Article shall apply to amounts due to the Trustee pursuant to other
sections of this Indenture.

                                   ARTICLE 11

                               Holdings Guarantee

               SECTION 11.01. Holdings Guarantee. Holdings hereby
unconditionally and irrevocably guarantees, as a primary obligor and not merely
as a surety, to each Noteholder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of and interest on and
liquidated damages in respect of the Notes when due, whether at Stated Maturity,
by acceleration, by redemption or otherwise, and all other monetary obligations
of the Company under this Indenture (including obligations to the Trustee) and
the Notes and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company whether for expenses,
indemnification or otherwise under this Indenture and the Notes (all the
foregoing being hereinafter collectively called the "Guaranteed Obligations").
Holdings further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from Holdings,
and that Holdings shall remain bound under this Article 11 notwithstanding any
extension or renewal of any Guaranteed Obligation.

               Holdings waives presentation to, demand of, payment from and
protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Holdings waives notice of any default under
the Notes or the Guaranteed Obligations. The obligations of Holdings hereunder
shall not be affected by (a) the

<PAGE>   70

                                                                              64

failure of any Noteholder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under this
Indenture, the Notes or any other agreement or otherwise; (b) any extension or
renewal of any thereof; (c) any rescission, waiver, amendment or modification of
any of the terms or provisions of this Indenture, the Notes or any other
agreement; (d) the release of any security held by any Noteholder or the Trustee
for the Guaranteed Obligations or any of them; (e) the failure of any Noteholder
or Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (f) any change in the ownership of Holdings, except
as provided in Section 11.02(b).

               Holdings hereby waives any right to which it may be entitled to
have the assets of the Company first be used and depleted as payment of the
Company's or Holdings obligations hereunder prior to any amounts being claimed
from or paid by Holdings hereunder. Holdings hereby waives any right to which it
may be entitled to require that the Company be sued prior to an action being
initiated against Holdings.

               Holdings further agrees that its Holdings Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Noteholder or the Trustee to any security held for payment of the
Guaranteed Obligations.

               The Holdings Guarantee is, to the extent and in the manner set
forth in Article 12, subordinated and subject in right of payment to the prior
payment in full of the principal of and premium, if any, and interest on all
Senior Indebtedness of Holdings and is made subject to such provisions of this
Indenture.

               Except as expressly set forth in Sections 8.01(b) and 11.02, the
obligations of Holdings hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of Holdings herein shall not be discharged or impaired or otherwise
affected by the failure of any Noteholder or the Trustee to assert any claim or
demand or to enforce any remedy under this Indenture, the Notes or any other
agreement, by any waiver or modification of any thereof, by any default, failure
or delay, wilful or otherwise, in the performance of the obligations, or by any
other act or thing or omission or delay to do any other act or thing which may
or might in any manner or to any extent vary the risk of Holdings or would
otherwise operate as a discharge of Holdings as a matter of law or equity.

               Holdings agrees that its Holdings Guarantee shall remain in full
force and effect until payment in full of all the Guaranteed Obligations.
Holdings further agrees that its Holdings Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Noteholder or the Trustee upon
the bankruptcy or reorganization of the Company or otherwise.

               In furtherance of the foregoing and not in limitation of any
other right which any Noteholder or the Trustee has at law or in equity against
Holdings by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any

<PAGE>   71

                                                                              65

Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, or to perform or comply
with any other Guaranteed Obligation, Holdings hereby promises to and shall,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Noteholders or the Trustee an amount equal to the sum of
(i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and
unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary obligations of the Company to
the Noteholders and the Trustee.

               Holdings agrees that it shall not be entitled to any right of
subrogation in relation to the Noteholders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations and all obligations to which the Guaranteed Obligations are
subordinated as provided in Article 12. Holdings further agrees that, as between
it, on the one hand, and the Noteholders and the Trustee, on the other hand, (x)
the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated
as provided in Article 6 for the purposes of the Holdings Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y)
in the event of any declaration of acceleration of such Guaranteed Obligations
as provided in Article 6, such Guaranteed Obligations (whether or not due and
payable) shall forthwith become due and payable by Holdings for the purposes of
this Section 11.01.

               Holdings also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees and expenses) incurred by the Trustee or
any Noteholder in enforcing any rights under this Section 11.01.

               Upon request of the Trustee, Holdings shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this Indenture.

               SECTION 11.02. Limitation on Liability. (a) Any term or provision
of this Indenture to the contrary notwithstanding, the maximum, aggregate amount
of the Guaranteed Obligations guaranteed hereunder by Holdings shall not exceed
the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to Holdings, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

               (b) This Holdings Guarantee shall terminate and be of no further
force or effect and Holdings shall be deemed to be released from all obligations
under this Article 11 upon the merger or consolidation of Holdings with or into
any Person other than the Company or a Subsidiary or Affiliate of the Company
where Holdings is not the surviving entity of such consolidation or merger;
provided, however, that each such merger or consolidation shall comply with
Section 5.01. At the request of the Company, the Trustee shall execute and
deliver an appropriate instrument evidencing such release.

               SECTION 11.03. Successors and Assigns. This Article 11 shall be
binding upon Holdings and its successors and assigns and shall inure to the
benefit of the successors and assigns of the Trustee and the Noteholders and, in
the event of any transfer or assignment of rights by any Noteholder or the
Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Notes shall automatically extend to

<PAGE>   72

                                                                              66

and be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.

               SECTION 11.04. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Noteholders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Noteholders herein expressly specified are cumulative and not exclusive of
any other rights, remedies or benefits which either may have under this Article
11 at law, in equity, by statute or otherwise.

               SECTION 11.05. Modification. No modification, amendment or waiver
of any provision of this Article 11, nor the consent to any departure by
Holdings therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on Holdings in any case shall entitle Holdings to any other
or further notice or demand in the same, similar or other circumstances.

                                   ARTICLE 12

                     Subordination of the Holdings Guarantee

               SECTION 12.01. Agreement To Subordinate. Holdings agrees, and
each Noteholder by accepting a Note agrees, that the obligations of Holdings
hereunder are subordinated in right of payment, to the extent and in the manner
provided in this Article 12, to the prior payment in full in cash or cash
equivalents of all Senior Indebtedness of Holdings (including all Indebtedness
evidenced by the Senior Discount Notes) and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness of
Holdings. The obligations hereunder with respect to Holdings shall in all
respects rank pari passu with all other Indebtedness of Holdings and shall rank
senior to all existing and future Subordinated Obligations of Holdings; and only
Indebtedness of Holdings that is Senior Indebtedness of Holdings shall rank
senior to the obligations of Holdings in accordance with the provisions set
forth herein.

               SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of Holdings to creditors upon a total or
partial liquidation or a total or partial dissolution of Holdings or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to Holdings and its properties:

               (1) holders of Senior Indebtedness of Holdings shall be entitled
       to receive payment in full in cash or cash equivalents of such Senior
       Indebtedness before the Noteholders shall be entitled to receive any
       payment pursuant to any Guaranteed Obligations from Holdings; and

               (2) until the Senior Indebtedness of Holdings is paid in full in
       cash or cash equivalents, any payment or distribution to which
       Noteholders would be entitled but for this Article 12 shall be made to
       holders of such Senior Indebtedness as their interests may appear.

<PAGE>   73

                                                                              67

               SECTION 12.03. Default on Designated Senior Indebtedness of
Holdings. Holdings may not make any payment pursuant to any of the Guaranteed
Obligations or repurchase, redeem or otherwise retire any Notes (collectively,
"pay its Holdings Guarantee") if (i) any Designated Senior Indebtedness of
Holdings is not paid in cash or cash equivalents when due or (ii) any other
default on Designated Senior Indebtedness of Holdings occurs and the maturity of
such Designated Senior Indebtedness is accelerated in accordance with its terms
unless, in either case, (x) the default has been cured or waived and any such
acceleration has been rescinded or (y) such Designated Senior Indebtedness has
been paid in full in cash or cash equivalents; provided, however, that Holdings
may pay its Holdings Guarantee without regard to the foregoing if Holdings and
the Trustee receive written notice approving such payment from the
Representative of such Designated Senior Indebtedness with respect to which
either of the events set forth in clause (i) or (ii) of this sentence has
occurred and is continuing. During the continuance of any default (other than a
default described in clause (i) or (ii) of the immediately preceding sentence)
with respect to any Designated Senior Indebtedness of Holdings pursuant to which
the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, Holdings may not pay its Holdings
Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt
by the Trustee (with a copy to Holdings and the Company) of written notice (a
"Blockage Notice") of such default from the Representative of such Designated
Senior Indebtedness of Holdings specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the Trustee (with a copy
to Holdings and the Company) from the Person or Persons who gave such Blockage
Notice, (ii) by repayment in full in cash or cash equivalents of such Designated
Senior Indebtedness or (iii) because the default giving rise to such Blockage
Notice is no longer continuing). Notwithstanding the provisions described in the
immediately preceding sentence (but subject to the provisions contained in the
first sentence of this Section), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, Holdings may resume to paying
its Holdings Guarantee after the end of such Payment Blockage Period, including
any missed payments. Not more than one Blockage Notice may be given with respect
to Holdings in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness of Holdings during such
period; provided, however, that if any Blockage Notice within such 360-day
period is given by or on behalf of any holders of Designated Senior Indebtedness
of Holdings other than the Bank Indebtedness, the Representative of the Bank
Indebtedness may give another Blockage Notice within such period; provided
further, however, that in no event may the total number of days during which any
Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate
during any 360-consecutive day period. For purposes of this Section, no default
or event of default that existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

               SECTION 12.04.  Demand for Payment.  If payment of the Notes is
accelerated because of an Event of Default and a demand for payment is made on

<PAGE>   74

                                                                              68

Holdings pursuant to Article 11, the Trustee shall promptly notify the holders
of the Designated Senior Indebtedness of Holdings (or the Representative of such
holders) of such demand. If any Designated Senior Indebtedness of Holdings is
outstanding, Holdings may not pay its Holdings Guarantee until five Business
Days after such holders or the Representative of the holders of the Designated
Senior Indebtedness of Holdings receive notice of such demand and, thereafter,
may pay its Holdings Guarantee only if this Article 12 otherwise permits payment
at that time.

               SECTION 12.05. When Distribution Must Be Paid Over. If a payment
or distribution is made to Noteholders that because of this Article 12 should
not have been made to them, the Noteholders who receive the payment or
distribution shall hold such payment or distribution in trust for holders of the
Senior Indebtedness of Holdings and pay it over to them as their respective
interests may appear.

               SECTION 12.06. Subrogation. After all Senior Indebtedness of
Holdings is paid in full and until the Notes are paid in full, Noteholders shall
be subrogated to the rights of holders of such Senior Indebtedness of Holdings
to receive distributions applicable to Senior Indebtedness of Holdings. A
distribution made under this Article 12 to holders of Designated Senior
Indebtedness of Holdings which otherwise would have been made to Noteholders is
not, as between Holdings and Noteholders, a payment by Holdings on such Senior
Indebtedness of Holdings.

               SECTION 12.07. Relative Rights. This Article 12 defines the
relative rights of Noteholders and holders of Senior Indebtedness of Holdings.
Nothing in this Indenture shall:

               (1) impair, as between Holdings and Noteholders, the obligation
       of Holdings which is absolute and unconditional, to make payments with
       respect to the Guaranteed Obligations to the extent set forth in Article
       11; or

               (2) prevent the Trustee or any Noteholder from exercising its
       available remedies upon a default by Holdings under its obligations with
       respect to the Guaranteed Obligations, subject to the rights of holders
       of Senior Indebtedness of Holdings to receive distributions otherwise
       payable to Noteholders.

               SECTION 12.08. Subordination May Not Be Impaired by Holdings. No
right of any holder of Senior Indebtedness of Holdings to enforce the
subordination of the obligations of Holdings hereunder shall be impaired by any
act or failure to act by Holdings or by its failure to comply with this
Indenture.

               SECTION 12.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 12.03, the Trustee or the Paying Agent may continue to
make payments on the Notes and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 12. Holdings, the Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness of Holdings
give the notice; provided, however, that if an issue of Senior Indebtedness of
Holdings has a Representative, only the Representative may give the notice.

<PAGE>   75

                                                                              69

               The Trustee in its individual or any other capacity may hold
Senior Indebtedness of Holdings with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 12 with respect to any Senior Indebtedness of Holdings which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness of Holdings; and nothing in Article 7 shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article 12 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 7.07.

               SECTION 12.10. Distribution or Notice to Representative. Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness
of Holdings, the distribution may be made and the notice given to their
Representative (if any).

               SECTION 12.11. Article 12 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure of Holdings to make a payment on any of
its obligations by reason of any provision in this Article 12 shall not be
construed as preventing the occurrence of a default by Holdings under such
obligations. Nothing in this Article 12 shall have any effect on the right of
the Noteholders or the Trustee to make a demand for payment on Holdings pursuant
to Article 11.

               SECTION 12.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Noteholders shall
be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Noteholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of Holdings for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of such Senior
Indebtedness of Holdings and other Indebtedness of Holdings, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article 12. In the event that the
Trustee determines, in good faith, that evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness of Holdings to
participate in any payment or distribution pursuant to this Article 12, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness of
Holdings held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 12.

               SECTION 12.13. Trustee To Effectuate Subordination. Each
Noteholder by accepting a Note authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Noteholders and the holders of Senior
Indebtedness of Holdings as provided in this Article 12 and appoints the Trustee
as attorney-in-fact for any and all such purposes.

               SECTION 12.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness of Holdings. The Trustee shall not be deemed to owe any fiduciary
duty to

<PAGE>   76

                                                                              70

the holders of Senior Indebtedness of Holdings and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Noteholders or
Holdings or any other Person, money or assets to which any holders of Senior
Indebtedness of Holdings shall be entitled by virtue of this Article 12 or
otherwise.

               SECTION 12.15. Reliance by Holders of Senior Indebtedness of
Holdings on Subordination Provisions. Each Noteholder by accepting a Note
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of Holdings, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Notes, to acquire and continue to
hold, or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

               SECTION 12.16. Defeasance. The terms of this Article 12 shall not
apply to payments from money or the proceeds of U.S. Government Obligations held
in trust by the Trustee for the payment of principal of and interest on the
Notes pursuant to the provisions described in Section 8.03.

                                   ARTICLE 13

                                  Miscellaneous

               SECTION 13.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

               SECTION 13.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

                              if to the Company:

                              WESCO Distribution, Inc.
                              Commerce Court, Suite 700
                              Four Station Square
                              Pittsburgh, PA 15219

                              Attention: Daniel A. Brailer, Corporate Secretary

                              if to the Trustee:

                              Bank One, N.A.
                              100 East Broad Street, 8th Floor
                              OH1-0181
                              Columbus, OH 43215

                              Attention:  Corporate Trust Department

<PAGE>   77

                                                                              71

               The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

               Any notice or communication mailed to a Noteholder shall be
mailed to the Noteholder at the Noteholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

               Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

               SECTION 13.03. Communication by Noteholders with Other
Noteholders. Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or the
Notes. The Company, the Trustee, the Registrar and anyone else 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 Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

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

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

               SECTION 13.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

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

               (4) a statement as to whether or not, in the opinion of such
        individual, such covenant or condition has been complied with.

               SECTION 13.06. When Notes Disregarded. In determining whether the
Noteholders of the required principal amount of Notes have concurred in any
direction,

<PAGE>   78

                                                                              72

waiver or consent, Notes owned by the Company, Holdings or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or Holdings shall be disregarded and deemed not
to be outstanding, except that, for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes which the Trustee knows are so owned shall be so disregarded. Subject
to the foregoing, only Notes outstanding at the time shall be considered in any
such determination.

               SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Noteholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

               SECTION 13.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in the
State of New York or the State of Ohio. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.

               SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

               SECTION 13.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

               SECTION 13.11. Successors. All agreements of the Company and
Holdings in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors.

               SECTION 13.12. Multiple 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. One signed copy is enough to
prove this Indenture.

               SECTION 13.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>   79

                                                                              73

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

                                      WESCO DISTRIBUTION, INC.,

                                      by /s/ DANIEL A. BRAILER
                                         ---------------------------
                                            Name:  Daniel A. Brailer
                                            Title: Treasurer and Secretary

                                      WESCO INTERNATIONAL, INC.,

                                      by /s/ DANIEL A. BRAILER
                                         ---------------------------
                                            Name:  Daniel A. Brailer
                                            Title: Treasurer and Secretary

                                      BANK ONE, N.A., as Trustee,

                                      by /s/ DAVID B. KNOX
                                         ---------------------------
                                            Name:  David B. Knox
                                            Title: Authorized Officer

<PAGE>   80

                                                                      APPENDIX A

                     PROVISIONS RELATING TO ORIGINAL NOTES,
                  ADDITIONAL NOTES, PRIVATE EXCHANGE NOTES AND
                                 EXCHANGE NOTES

       1. Definitions

       1.1  Definitions

       For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

               "Applicable Procedures" means, with respect to any transfer or
transaction involving a Regulation S Global Note or beneficial interest therein,
the rules and procedures of the Depositary for such Global Note, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

               "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

               "Custodian" means the custodian with respect to a Global Note (as
appointed by the Depositary) or any successor person thereto, who shall
initially be the Trustee.

               "Definitive Note" means a certificated Initial Note or Exchange
Note (bearing the Restricted Notes Legend if the transfer of such Note is
restricted by applicable law) that does not include the Global Notes Legend.

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

               "Euroclear" means the Euroclear Clearance System or any successor
securities clearing agency.

               "Global Notes Legend" means the legend set forth under that
caption in Exhibit A to this Indenture.

               "IAI" means an institutional "accredited investor" as described
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

               "Initial Purchasers" means J.P. Morgan Securities Inc., Lehman
Brothers Inc., ABN AMRO Incorporated, BNY Capital Markets, Inc., Comerica
Securities, Fleet Securities Inc., PNC Capital Markets, Inc., Scotia Capital
(USA) Inc. and TD Securities (USA) Inc.

               "Private Exchange" means an offer by the Company, pursuant to a
Registration Agreement, to issue and deliver to certain purchasers, in exchange
for the Initial Notes held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange Notes.

<PAGE>   81

                                                                               2

               "Private Exchange Notes" means the Notes of the Company issued in
exchange for Initial Notes pursuant to this Indenture in connection with a
Private Exchange pursuant to a Registration Agreement.

               "Purchase Agreement" means (i) the Purchase Agreement dated
August 16, 2001, among the Company, Holdings and the Initial Purchasers and (ii)
any other similar Purchase Agreement relating to Additional Notes.

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

               "Registered Exchange Offer" means an offer by the Company,
pursuant to a Registration Agreement, to certain Holders of Initial Notes, to
issue and deliver to such Holders, in exchange for their Initial Notes, a like
aggregate principal amount of Exchange Notes registered under the Securities
Act.

               "Registration Agreement" means (i) the Exchange and Registration
Rights Agreement dated August 23, 2001, among the Company, Holdings and the
Initial Purchasers and (ii) any other similar Exchange and Registration Rights
Agreement relating to Additional Notes.

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

               "Regulation S Notes" means all Initial Notes offered and sold
outside the United States in reliance on Regulation S.

               "Restricted Period", with respect to any Notes, means the period
of 40 consecutive days beginning on and including the later of (i) the day on
which such Notes are first offered to persons other than distributors (as
defined in Regulation S under the Securities Act) in reliance on Regulation S
and (ii) the Issue Date with respect to such Notes.

               "Restricted Notes Legend" means the legend set forth in Section
2.3(e)(i) herein.

               "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

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

               "Rule 144A Notes" means all Initial Notes offered and sold to
QIBs in reliance on Rule 144A.

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

               "Shelf Registration Statement" means a registration statement
filed by the Company in connection with the offer and sale of Initial Notes
pursuant to a Registration Agreement.

               "Transfer Restricted Notes" means Definitive Notes and any other
Notes that bear or are required to bear the Restricted Notes Legend.

<PAGE>   82

                                                                               3

       1.2  Other Definitions

       Term:                                             Defined in Section:
       -----                                             -------------------

"Agent Members" . . . . . . . . . . . . . . . . . . . . . . . .  2.1(b)
"IAI Global Note . . . . . . . . . . . . . . . . . . . . . . . . 2.1(a)
"Global Note" . . . . . . . . . . . . . . . . . . . . . . . . .  2.1(a)
"Regulation S Global Note" . . . . . . . . . . . . . . . . . . . 2.1(a)
"Rule 144A Global Note"  . . . . . . . . . . . . . . . . . . . . 2.1(a)

       2. The Notes

       2.1 Form and Dating

               The Initial Notes issued on the date hereof will be (i) offered
and sold by the Company pursuant to the Purchase Agreement and (ii) resold,
initially only to (A) QIBs in reliance on Rule 144A and (B) Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such
Initial Notes may thereafter be transferred to, among others, QIBs, purchasers
in reliance on Regulation S and, except as set forth below, IAIs in accordance
with Rule 501. Additional Notes offered after the date hereof may be offered and
sold by the Company from time to time pursuant to one or more Purchase
Agreements in accordance with applicable law.

               (a) Global Notes. Rule 144A Notes shall be issued initially in
the form of one or more permanent global Notes in definitive, fully registered
form (collectively, the "Rule 144A Global Note") and Regulation S Notes shall be
issued initially in the form of one or more global Notes (collectively, the
"Regulation S Global Note"), in each case without interest coupons and bearing
the Global Notes Legend and Restricted Notes Legend, which shall be deposited on
behalf of the purchasers of the Notes represented thereby with the Custodian,
and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in
this Indenture. One or more global securities in definitive, fully registered
form without interest coupons and bearing the Global Notes Legend and the
Restricted Notes Legend (collectively, the "IAI Global Note") shall also be
issued on the Closing Date, deposited with the Custodian, and registered in the
name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture to
accommodate transfers of beneficial interests in the Notes to IAIs subsequent to
the initial distribution. Beneficial ownership interests in the Regulation S
Global Note will not be exchangeable for interests in the Rule 144A Global Note,
the IAI Global Note or any other Note without a Restricted Notes Legend until
the expiration of the Restricted Period. The Rule 144A Global Note, the IAI
Global Note and the Regulation S Global Note are each referred to herein as a
"Global Note" and are collectively referred to herein as "Global Notes." Subject
to the terms of this Indenture, the aggregate principal amount of the 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 hereinafter
provided.

               (b) Book-Entry Provisions. This Section 2.1(b) shall apply only
to a Global Note deposited with or on behalf of the Depositary.

<PAGE>   83

                                                                               4

               The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b) and pursuant to an order of the Company, authenticate
and deliver initially one or more Global Notes that (a) shall be registered in
the name of the Depositary for such Global Note or Global Notes or the nominee
of such Depositary and (b) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary's instructions or held by the Trustee as
Custodian.

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

               (c) Definitive Notes. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Notes will not be entitled to receive
physical delivery of certificated Notes.

       2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by one Officer (1) Original
Notes for original issue on the date hereof in an aggregate principal amount of
$100 million, (2) subject to the terms of this Indenture, Additional Notes in an
unlimited aggregate principal amount and (3) the (A) Exchange Notes for issue
only in a Registered Exchange Offer and (B) Private Exchange Notes for issue
only in a Private Exchange, in the case of each of (A) and (B) pursuant to a
Registration Agreement and for a like principal amount of Initial Notes
exchanged pursuant thereto. Such order shall specify the amount of the Notes to
be authenticated, the date on which the original issue of Notes is to be
authenticated and whether the Notes are to be Initial Notes, Exchange Notes or
Private Exchange Notes. The aggregate principal amount of Notes that may be
outstanding at any time is unlimited. Notwithstanding anything to the contrary
in this Appendix or otherwise in this Indenture, any issuance of Additional
Notes after the Closing Date shall be in a principal amount of at least $50
million, whether such Additional Notes are of the same or a different series
than the Original Notes.

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

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

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

<PAGE>   84

                                                                               5

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

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

               (ii) are accompanied by the following additional information and
        documents, as applicable:

                      (A) if such Definitive Notes are being delivered to the
               Registrar by a Noteholder for registration in the name of such
               Noteholder, without transfer, a certification from such
               Noteholder to that effect (in the form set forth on the reverse
               side of the Initial Note); or

                      (B) if such Definitive Notes are being transferred to the
               Company, a certification to that effect (in the form set forth on
               the reverse side of the Initial Note); or

                      (C) if such Definitive Notes are being transferred
               pursuant to an exemption from registration in accordance with
               Rule 144 under the Securities Act or in reliance upon another
               exemption from the registration requirements of the Securities
               Act, (i) a certification to that effect (in the form set forth on
               the reverse side of the Initial Note) and (ii) if the Company so
               requests, an opinion of counsel or other evidence reasonably
               satisfactory to it as to the compliance with the restrictions set
               forth in the legend set forth in Section 2.3(e)(i).

               (b) Restrictions on Transfer of a Definitive Note for a
Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for
a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, together with:

               (i) certification (in the form set forth on the reverse side of
        the Initial Note) that such Definitive Note is being transferred (A) to
        a QIB in accordance with Rule 144A, (B) to an IAI that has furnished to
        the Trustee a signed letter substantially in the form of Exhibit C or
        (C) outside the United States in an offshore transaction within the
        meaning of Regulation S and in compliance with Rule 904 under the
        Securities Act; and

               (ii) written instructions directing the Trustee to make, or to
        direct the Custodian to make, an adjustment on its books and records
        with respect to such Global Note to reflect an increase in the aggregate
        principal amount of the Notes represented by the Global Note, such
        instructions to contain information regarding the Depositary account to
        be credited with such increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the
Custodian to cause, in accordance with the standing instructions and procedures
existing between the Depositary and the Custodian, the aggregate principal
amount of Notes represented by the Global Note to

<PAGE>   85

                                                                               6

be increased by the aggregate principal amount of the Definitive Note to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Note equal to
the principal amount of the Definitive Note so canceled. If no Global Notes are
then outstanding and the Global Note has not been previously exchanged for
certificated securities pursuant to Section 2.4, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Global Note in the appropriate principal amount.

               (c) Transfer and Exchange of Global Notes. (i) The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Note or
another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Note being transferred. Transfers by an owner
of a beneficial interest in the Rule 144A Global Note or the IAI Global Note to
a transferee who takes delivery of such interest through the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, will be
made only upon receipt by the Trustee of a certification from the transferor to
the effect that such transfer is being made in accordance with Regulation S or
(if available) Rule 144 under the Securities Act and that, if such transfer is
being made prior to the expiration of the Restricted Period, the interest
transferred will be held immediately thereafter through Euroclear or
Clearstream. In the case of a transfer of a beneficial interest in either the
Regulation S Global Note or the Rule 144A Global Note for an interest in the IAI
Global Note, the transferee must furnish a signed letter substantially in the
form of Exhibit C to the Trustee.

               (ii) If the proposed transfer is a transfer of a beneficial
        interest in one Global Note to a beneficial interest in another Global
        Note, the Registrar shall reflect on its books and records the date and
        an increase in the principal amount of the Global Note to which such
        interest is being transferred in an amount equal to the principal amount
        of the interest to be so transferred, and the Registrar shall reflect on
        its books and records the date and a corresponding decrease in the
        principal amount of Global Note from which such interest is being
        transferred.

               (iii) Notwithstanding any other provisions of this Appendix
        (other than the provisions set forth in Section 2.4), a Global Note may
        not be transferred as a whole except by the Depositary to a nominee of
        the Depositary or by a nominee of the Depositary to the Depositary or
        another nominee of the Depositary or by the Depositary or any such
        nominee to a successor Depositary or a nominee of such successor
        Depositary.

               (iv) In the event that a Global Note is exchanged for Definitive
        Notes pursuant to Section 2.4 prior to the consummation of a Registered
        Exchange Offer or the effectiveness of a Shelf Registration Statement
        with respect to such Notes, such Notes may be exchanged only in
        accordance with such procedures as are substantially consistent with the
        provisions of this Section 2.3 (including the certification requirements
        set forth on the reverse of the Initial Notes intended to ensure that
        such transfers comply with Rule 144A, Regulation S or such other
        applicable exemption

<PAGE>   86

                                                                               7

       from registration under the Securities Act, as the case may be) and such
       other procedures as may from time to time be adopted by the Company.

               (d) Restrictions on Transfer of Regulation S Global Note. (i)
Prior to the expiration of the Restricted Period, interests in the Regulation S
Global Note may only be held through Euroclear or Clearstream. During the
Restricted Period, beneficial ownership interests in the Regulation S Global
Note may only be sold, pledged or transferred through Euroclear or Clearstream
in accordance with the Applicable Procedures and only (A) to the Company, (B) so
long as such security is eligible for resale pursuant to Rule 144A, to a person
whom the selling holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (C) in an offshore
transaction in accordance with Regulation S, (D) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if applicable) under
the Securities Act, (E) to an IAI purchasing for its own account, or for the
account of such an IAI, in a minimum principal amount of Notes of $250,000 or
(F) pursuant to an effective registration statement under the Securities Act, in
each case in accordance with any applicable securities laws of any state of the
United States. Prior to the expiration of the Restricted Period, transfers by an
owner of a beneficial interest in the Regulation S Global Note to a transferee
who takes delivery of such interest through the Rule 144A Global Note or the IAI
Global Note will be made only in accordance with Applicable Procedures and upon
receipt by the Trustee of a written certification from the transferor of the
beneficial interest in the form provided on the reverse of the Initial Note to
the effect that such transfer is being made to (i) a person whom the transferor
reasonably believes is a QIB within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A or (ii) an IAI purchasing for its own
account, or for the account of such an IAI, in a minimum principal amount of the
Notes of $250,000. Such written certification will no longer be required after
the expiration of the Restricted Period. In the case of a transfer of a
beneficial interest in the Regulation S Global Note for an interest in the IAI
Global Note, the transferee must furnish a signed letter substantially in the
form of Exhibit C to the Trustee.

               (ii) Upon the expiration of the Restricted Period, beneficial
        ownership interests in the Regulation S Global Note will be transferable
        in accordance with applicable law and the other terms of this Indenture.

               (e) Legend.

               (i) Except as permitted by the following paragraphs (ii), (iii)
       or (iv), each Note certificate evidencing the Global Notes and the
       Definitive Notes (and all Notes issued in exchange therefor or in
       substitution thereof) shall bear a legend in substantially the following
       form (each defined term in the legend being defined as such for purposes
       of the legend only):

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

<PAGE>   87

                                                                               8

               THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
       OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
       "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER
       OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
       OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
       PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
       REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
       SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES 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
       THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
       UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
       WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
       SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY
       FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
       ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
       SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
       FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
       SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
       REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
       AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
       PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
       OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
       OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
       THE RESALE RESTRICTION TERMINATION DATE.

Each Definitive Note will also bear the following additional legend:

               "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
               REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
               INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
               CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
               RESTRICTIONS."

               (ii) Upon any sale or transfer of a Transfer Restricted Note that
       is a Definitive Note, the Registrar shall permit the Noteholder thereof
       to exchange such Transfer Restricted Note for a Definitive Note that does
       not bear the legends set forth above and rescind any restriction on the
       transfer of such Transfer Restricted Note if the Noteholder certifies in
       writing to the Registrar that its request for such exchange was

<PAGE>   88

                                                                               9

       made in reliance on Rule 144 (such certification to be in the form set
       forth on the reverse of the Initial Note).

               (iii) After a transfer of any Initial Notes or Private Exchange
       Notes during the period of the effectiveness of a Shelf Registration
       Statement with respect to such Initial Notes or Private Exchange Notes,
       as the case may be, all requirements pertaining to the Restricted Notes
       Legend on such Initial Notes or such Private Exchange Notes will cease to
       apply and the requirements that any such Initial Notes or such Private
       Exchange Notes be issued in global form will continue to apply.

               (iv) Upon the consummation of a Registered Exchange Offer with
       respect to the Initial Notes pursuant to which Noteholders of such
       Initial Notes are offered Exchange Notes in exchange for their Initial
       Notes, all requirements pertaining to Initial Notes that Initial Notes be
       issued in global form will continue to apply, and Exchange Notes in
       global form without the Restricted Notes Legend will be available to
       Noteholders that exchange such Initial Notes in such Registered Exchange
       Offer.

               (v) Upon the consummation of a Private Exchange with respect to
       the Initial Notes pursuant to which Holders of such Initial Notes are
       offered Private Exchange Notes in exchange for their Initial Notes, all
       requirements pertaining to such Initial Notes that Initial Notes be
       issued in global form will continue to apply, and Private Exchange Notes
       in global form with the Restricted Notes Legend will be available to
       Noteholders that exchange such Initial Notes in such Private Exchange.

               (vi) Upon a sale or transfer after the expiration of the
        Restricted Period of any Initial Note acquired pursuant to Regulation S,
        all requirements that such Initial Note bear the Restricted Notes Legend
        will cease to apply and the requirements requiring any such Initial Note
        be issued in global form will continue to apply.

               (vii) Any Additional Notes sold in a registered offering shall
        not be required to bear the Restricted Notes Legend.

               (f) Cancelation or Adjustment of Global Note. At such time as all
beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be
returned by the Depositary to the Trustee for cancelation or retained and
canceled by the Trustee. At any time prior to such cancelation, if any
beneficial interest in a Global Note is exchanged for Definitive Notes,
transferred in exchange for an interest in another Global Note, redeemed,
repurchased or canceled, the principal amount of Notes represented by such
Global Note shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the Custodian for such Global Note) with
respect to such Global Note, by the Trustee or the Custodian, to reflect such
reduction.

               (g) Obligations with Respect to Transfers and Exchanges of Notes.

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

               (ii) No service charge shall be made for any registration of
       transfer or exchange, but the Company may require payment of a sum
       sufficient to cover any
<PAGE>   89

                                                                              10

       transfer tax, assessments, or similar governmental charge payable in
       connection therewith (other than any such transfer taxes, assessments or
       similar governmental charge payable upon exchange or transfer pursuant to
       Section 3.06, 4.06, 4.08 and 9.05).

               (iii) Prior to the due presentation for registration of transfer
       of any Note, the Company, the Trustee, the Paying Agent or the Registrar
       may deem and treat the person in whose name a Note is registered as the
       absolute owner of such Note for the purpose of receiving payment of
       principal of and interest on such Note and for all other purposes
       whatsoever, whether or not such Note is overdue, and none of the Company,
       the Trustee, the Paying Agent or the Registrar shall be affected by
       notice to the contrary.

               (iv) All Notes issued upon any transfer or exchange pursuant to
       the terms of this Indenture shall evidence the same debt and shall be
       entitled to the same benefits under this Indenture as the Notes
       surrendered upon such transfer or exchange.

               (h) No Obligation of the Trustee.

               (i) The Trustee shall have no responsibility or obligation to any
       beneficial owner of a Global Note, a member of, or a participant in the
       Depositary or any other Person with respect to the accuracy of the
       records of the Depositary or its nominee or of any participant or member
       thereof, with respect to any ownership interest in the Notes or with
       respect to the delivery to any participant, member, beneficial owner or
       other Person (other than the Depositary) of any notice (including any
       notice of redemption or repurchase) or the payment of any amount, under
       or with respect to such Notes. All notices and communications to be given
       to the Noteholders and all payments to be made to Noteholders under the
       Notes shall be given or made only to the registered Noteholders (which
       shall be the Depositary or its nominee in the case of a Global Note). The
       rights of beneficial owners in any Global Note shall be exercised only
       through the Depositary subject to the applicable rules and procedures of
       the Depositary. The Trustee may rely and shall be fully protected in
       relying upon information furnished by the Depositary with respect to its
       members, participants and any beneficial owners.

               (ii) The Trustee shall have no obligation or duty to monitor,
        determine or inquire as to compliance with any restrictions on transfer
        imposed under this Indenture or under applicable law with respect to
        any transfer of any interest in any Note (including any transfers
        between or among Depositary participants, members or beneficial owners
        in any Global Note) other than to require delivery of such certificates
        and other documentation or evidence as are expressly required by, and to
        do so if and when expressly required by, the terms of this Indenture,
        and to examine the same to determine substantial compliance as to form
        with the express requirements hereof.

        2.4 Definitive Notes

               (a) A Global Note deposited with the Depositary or with the
Trustee as Custodian pursuant to Section 2.1 shall be transferred to the
beneficial owners thereof in the form of Definitive Notes in an aggregate
principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with

<PAGE>   90

                                                                              11

Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or
unable to continue as a Depositary for such Global Note or if at any time the
Depositary ceases to be a "clearing agency" registered under the Exchange Act,
and a successor depositary is not appointed by the Company within 90 days of
such notice, or (ii) an Event of Default has occurred and is continuing or (iii)
the Company, in its sole discretion, notifies the Trustee in writing that it
elects to cause the issuance of certificated Notes under this Indenture.

               (b) Any Global Note that is transferable to the beneficial owners
thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to
the Trustee, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global
Note transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct. Any certificated
Initial Note in the form of a Definitive Note delivered in exchange for an
interest in the Global Note shall, except as otherwise provided by Section
2.3(e), bear the Restricted Notes Legend.

               (c) Subject to the provisions of Section 2.4(b), the registered
Noteholder of a Global Note may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Noteholder is entitled to take under
this Indenture or the Notes.

               (d) In the event of the occurrence of any of the events specified
in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to
the Trustee a reasonable supply of Definitive Notes in fully registered form
without interest coupons.

<PAGE>   91

                                                                       EXHIBIT A

                          [FORM OF FACE OF INITIAL NOTE]

                              [Global Notes Legend]

               UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                            [Restricted Notes Legend]

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

               THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES 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 THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF

<PAGE>   92

                                                                               2

REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE."

Each Definitive Note will also bear the following additional legend:

"IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS."

<PAGE>   93

No.                                                       $ __________________

                    9 1/8% Senior Subordinated Note due 2008

                                                          CUSIP No. __________

               WESCO Distribution, Inc., a Delaware corporation, promises to pay
to Cede & Co., or registered assigns, the principal sum [of           Dollars]
[listed on the Schedule of Increases or Decreases in Global Note attached
hereto](1) on June 1, 2008.

               Interest Payment Dates: June 1 and December 1.

               Record Dates: May 15 and November 15.

               Additional provisions of this Note are set forth on the other
side of this Note.

               IN WITNESS WHEREOF, the parties have caused this instrument to be
duly executed.

                                             WESCO DISTRIBUTION, INC.,

                                             by ___________________________
                                                Name:
                                                Title:

Dated:

TRUSTEE'S CERTIFICATE OF
       AUTHENTICATION

BANK ONE, N.A.,
       as Trustee, certifies
       that this is one of
       the Notes referred
       to in the Indenture.


By: ___________________________
       Authorized Signatory


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

(1) Use the Schedule of Increases and Decreases language if Note is in Global
    Form.

<PAGE>   94

                          [FORM OF REVERSE SIDE OF NOTE]

                    9 1/8% Senior Subordinated Note due 2008

1.  Interest

               (a) WESCO DISTRIBUTION, INC., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company
will pay interest semiannually on June 1 and December 1 of each year. Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from August 23, 2001. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

               (b) Liquidated Damages. The holder of this Note is entitled to
the benefits of an Exchange and Registration Rights Agreement, dated as of
August 23, 2001, among the Company, WESCO International, Inc. ("Holdings") and
the Initial Purchasers named therein (the "Registration Agreement"). Capitalized
terms used in this paragraph (b) but not defined herein have the meanings
assigned to them in the Registration Agreement. If (i) the Shelf Registration
Statement or Exchange Offer Registration Statement, as applicable under the
Registration Agreement, is not filed with the Commission on or prior to 90 days
after the Issue Date (or, in the case of a Shelf Registration Statement required
to be filed in response to a change in law or applicable interpretations of the
Commission's staff, if later, within 45 days after publication of the change in
law or interpretations, but in no event before 90 days after the Issue Date),
(ii) the Exchange Offer Registration Statement or the Shelf Registration
Statement, as the case may be, is not declared effective within 180 days after
the Issue Date (or in the case of a Shelf Registration Statement required to be
filed in response to a change in law or the applicable interpretations of
Commission's staff, if later, within 90 days after publication of the change in
law or interpretation, but in no event before 180 days after the Issue Date),
(iii) the Registered Exchange Offer is not consummated on or prior to 225 days
after the Issue Date(other than in the event the Company files a Shelf
Registration Statement), or (iv) the Shelf Registration Statement is filed and
declared effective within 180 days after the Issue Date (or in the case of a
Shelf Registration Statement required to be filed in response to a change in law
or the applicable interpretations of Commission's staff, if later, within 90
days after publication of the change in law or interpretation, but in no event
before 180 days after the Issue Date) but shall thereafter cease to be effective
(at any time that the Company is obligated to maintain the effectiveness
thereof) without being succeeded within 90 days by an additional Registration
Statement filed and declared effective (each such event referred to in clauses
(i) through (iv), a "Registration Default"), the Company shall pay liquidated
damages to each holder of Transfer Restricted Notes, during the period of such
Registration Default, in an amount equal to $0.192 per week per $1,000 principal
amount of the Notes constituting Transfer Restricted Notes held by such holder
until (i) the applicable Registration Statement is filed, (ii) the Exchange
Offer Registration Statement is declared effective and the Registered Exchange
Offer is consummated, (iii) the Shelf Registration Statement is declared
effective or (iv) the Shelf Registration Statement again becomes effective, as
the case may be. All accrued liquidated damages shall be paid to holders in the
same manner as interest payments on the Notes on semi-annual payment dates which
correspond to interest payment dates for the Notes. Following the cure of all
Registration Defaults, the accrual of liquidated damages will cease. The Trustee
shall have no responsibility with respect to the determination of the amount of
any such liquidated

<PAGE>   95

                                                                               2

damages. For purposes of the foregoing, "Transfer Restricted Notes" means (i)
each Initial Note until the date on which such Initial Note has been exchanged
for a freely transferable Exchange Note in the Registered Exchange Offer, (ii)
each Initial Note or Private Exchange Note until the date on which such Initial
Note or Private Exchange Note has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration Statement
or (iii) each Initial Note or Private Exchange Note until the date on which such
Initial Note or Private Exchange Note is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under
the Securities Act.

2. Method of Payment

               The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the May 15 or November 15 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States of America that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of the Notes represented by a
Global Note (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all payments in respect of a
certificated Note (including principal, premium and interest), by mailing a
check to the registered address of each Noteholder thereof; provided, however,
that payments on the Notes may also be made, in the case of a Noteholder of at
least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Noteholder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

               Initially, Bank One, N.A., a national banking association (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4. Indenture

               The Company issued the Notes under an Indenture dated as of
August 23, 2001 (the "Indenture"), among the Company, Holdings and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the TIA for a statement of those
terms.

               The Notes are senior subordinated unsecured obligations of the
Company. This Note is one of the Original Notes referred to in the Indenture
issued in an aggregate principal amount of $100 million. The Notes include the
Initial Notes and any Exchange Notes issued in exchange for Initial Notes. The
Initial Notes and the Exchange Notes are treated as a single class of securities
under the Indenture. The Indenture imposes certain

<PAGE>   96

                                                                               3

limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, issue or sell shares of capital stock of such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make asset sales. The Indenture also
imposes limitations on the ability of the Company to consolidate or merge with
or into any other Person or convey, transfer or lease all or substantially all
of the property of the Company.

               To guarantee the due and punctual payment of the principal and
interest on the Notes and all other amounts payable by the Company under the
Indenture and the Notes when and as the same shall be due and payable, whether
at maturity, by acceleration or otherwise, according to the terms of the Notes
and the Indenture, Holdings has unconditionally guaranteed the Guaranteed
Obligations on a senior subordinated basis pursuant to the terms of the
Indenture.

5. Optional Redemption

               Except as set forth in the following paragraph, the Notes will
not be redeemable at the option of the Company prior to June 1, 2003.
Thereafter, the Notes will be redeemable at the option of the Company, in whole
or in part, on not less than 30 nor more than 60 days' prior notice, at the
following redemption prices (expressed as percentages of principal amount), plus
accrued and unpaid interest and liquidated damages (if any) to the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on June 1 of the years set forth below:

                                                                Redemption
         Year                                                      Price
         ----                                                      -----
         2003 . . . . . . . . . . . . . . . . . . . . . . . . . . 104.563%
         2004 . . . . . . . . . . . . . . . . . . . . . . . . . . 103.042%
         2005 . . . . . . . . . . . . . . . . . . . . . . . . . . 101.521%
         2006 and thereafter . . . . . . . . . . . . . . . . . . .100.000%

               At any time prior to June 1, 2003, the Notes may be redeemed, in
whole but not in part, at the option of the Company at any time within 180 days
after a Change of Control, at a redemption price equal to the sum of (i) the
principal amount thereof plus (ii) accrued and unpaid interest and liquidated
damages, if any, to the redemption date (subject to the right of Noteholders of
record on the relevant record date to receive interest due on the relevant
interest payment date that is on or prior to the date of redemption) plus (iii)
the Applicable Premium.

6. Sinking Fund

               The Notes are not subject to any sinking fund.

7. Notice of Redemption

               Notice of redemption will be mailed by first-class mail at least
30 days but not more than 60 days before the redemption date to each Noteholder
of Notes to be redeemed at his or her registered address. Notes in denominations
larger than $1,000 may be redeemed in

<PAGE>   97

                                                                               4

part but only in whole multiples of $1,000. If money sufficient to pay the
redemption price of and accrued interest on all Notes (or portions thereof) to
be redeemed on the redemption date is deposited with the Paying Agent on or
before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Notes (or such portions
thereof) called for redemption.

8. Repurchase of Notes at the Option of Noteholders upon Change of Control

               Upon a Change of Control, any Noteholder of Notes will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Notes of such Noteholder at a
purchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest and liquidated damages, if any, to
the date of repurchase (subject to the right of Noteholders of record on the
relevant record date to receive interest due on the relevant interest payment
date) as provided in, and subject to the terms of, the Indenture.

9. Subordination

               The Notes are subordinated to Senior Indebtedness of the Company,
as defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness of the Company must be paid before the Notes may be paid. The
Company and Holdings agrees, and each Noteholder by accepting a Note agrees, to
the subordination provisions contained in the Indenture and authorizes the
Trustee to give it effect and appoints the Trustee as attorney-in-fact for such
purpose.

10. Denominations; Transfer; Exchange

               The Notes are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Noteholder may transfer or exchange
Notes in accordance with the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Noteholder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Notes selected for redemption (except, in the
case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or to transfer or exchange any Notes for a period of 15 days prior to
a selection of Notes to be redeemed.

11. Persons Deemed Owners

               The registered Noteholder of this Note may be treated as the
owner of it for all purposes.

12. Unclaimed Money

               If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Noteholders entitled to the money must
look only to the Company and not to the Trustee for payment.

<PAGE>   98

                                                                               5

13. Discharge and Defeasance

               Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

14. Amendment, Waiver

               Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended without prior notice to any Noteholder but
with the written consent of the Noteholders of at least a majority in aggregate
principal amount of the outstanding Notes and (ii) any default or noncompliance
with any provision may be waived with the written consent of the Noteholders of
at least a majority in principal amount of the outstanding Notes. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Noteholder of Notes, the Company and the Trustee may amend the Indenture or the
Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
comply with Article 5 of the Indenture; (iii) to provide for uncertificated
Notes in addition to or in place of certificated Notes; (iv) to add additional
Guarantees with respect to the Notes; (v) to secure the Notes; (vi) to add
additional covenants of the Company for the benefit of the Noteholders or to
surrender rights and powers conferred on the Company; (vii) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (viii) to make any change that does not adversely
affect the rights of any Noteholder; (ix) to make any change in the
subordination provisions of the Indenture that would limit or terminate the
benefits available to any holder of Senior Indebtedness of the Company (or any
representative thereof) under such subordination provisions; or (x) to provide
for the issuance of the Exchange Notes, Private Exchange Notes, or Additional
Notes.

15. Defaults and Remedies

               If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Noteholders of at least 25% in
principal amount of the outstanding Notes may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Notes will become immediately due and payable without any declaration or other
act on the part of the Trustee or any Noteholders. Under certain circumstances,
the Noteholders of a majority in principal amount of the outstanding Notes may
rescind any such acceleration with respect to the Notes and its consequences.

               If an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Noteholders unless such
Noteholders have offered to the Trustee reasonable indemnity or security against
any loss, liability or expense. Except to enforce the right to receive payment
of principal, premium (if any) or interest when due, no Noteholder may pursue
any remedy with respect to the Indenture or the Notes unless (i) such Noteholder
has previously given the Trustee notice that an Event of Default is continuing,
(ii) Noteholders of at least 25% in principal amount of the outstanding Notes
have requested the Trustee in writing to pursue the remedy, (iii) such
Noteholders have offered the Trustee reasonable security or indemnity against
any loss, liability or expense, (iv) the Trustee has not

<PAGE>   99

                                                                               6

complied with such request within 60 days after the receipt of the request and
the offer of security or indemnity and (v) the Noteholders of a majority in
principal amount of the out- standing Notes have not given the Trustee a
direction inconsistent with such request within such 60-day period. Subject to
certain restrictions, the Noteholders of a majority in principal amount of the
outstanding Notes are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other
Noteholder or that would involve the Trustee in personal liability. Prior to
taking any action under the Indenture, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

16. Trustee Dealings with the Company

               Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

17. No Recourse Against Others

               A director, officer, employee or stockholder, as such, of the
Company or Holdings shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each
Noteholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Notes.

18. Authentication

               This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.

19. Abbreviations

               Customary abbreviations may be used in the name of a Noteholder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20. GOVERNING LAW

              THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITH- OUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

<PAGE>   100

                                                                               7

21. CUSIP and ISIN Numbers

               Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP and
ISIN numbers to be printed on the Notes and has directed the Trustee to use
CUSIP and ISIN numbers in notices of redemption as a convenience to Noteholders.
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.

              THE COMPANY WILL FURNISH TO ANY NOTEHOLDER OF NOTES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE NOTEHOLDER A COPY OF THE INDENTURE WHICH HAS
IN IT THE TEXT OF THIS NOTE.

<PAGE>   101

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

       (Insert assignee's soc. sec. or tax I.D. No.)

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

_________________________________________________________________________

Date: ______________________ Your Signature: ____________________________


_________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

<PAGE>   102

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

This certificate relates to $        principal amount of Notes held in (check
applicable space)   book-entry or   definitive form by the undersigned.

The undersigned (check one box below):

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

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

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Notes are
being transferred in accordance with its terms:

CHECK ONE BOX BELOW

       (1)     o    to the Company; or

       (2)     o    pursuant to an effective registration statement under the
                    Securities Act of 1933; or

       (3)     o    inside the United States to a "qualified institutional
                    buyer" (as defined in Rule 144A under the Securities Act
                    of 1933) that purchases for its own account or for the
                    account of a qualified institutional buyer to whom notice
                    is given that such transfer is being made in reliance on
                    Rule 144A, in each case pursuant to and in compliance with
                    Rule 144A under the Securities Act of 1933; or

       (4)     o    outside the United States in an offshore transaction
                    within the meaning of Regulation S under the Securities
                    Act in compliance with Rule 904 under the Securities Act
                    of 1933; or

       (5)     o    to an institutional "accredited investor" (as defined in
                    Rule 501(a)(1), (2), (3) or (7) under the Securities Act
                    of 1933) that has furnished to the Trustee a signed letter
                    containing certain representations and agreements; or

       (6)     o    pursuant to any other available exemption from the
                    registration requirements of the Securities Act of 1933.

<PAGE>   103

                                                                               2

       Unless one of the boxes is checked, the Trustee will refuse to register
       any of the Notes evidenced by this certificate in the name of any Person
       other than the registered holder thereof; provided, however, that if box
       (4), (5) or (6) is checked, the Trustee may require, prior to registering
       any such transfer of the Notes, such legal opinions, certifications and
       other information as the Company has reasonably requested to confirm that
       such transfer is being made pursuant to an exemption from, or in a
       transaction not subject to, the registration requirements of the
       Securities Act of 1933.

                                                    __________________________
                                                    Your Signature

Signature Guarantee:

Date: _______________________           _______________________________
Signature must be guaranteed               Signature of Signature
by a participant in a                         Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

______________________________________________________________________




              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

               The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated: ___________________              ____________________________________
                                             NOTICE:  To be executed by
                                                      an executive officer

<PAGE>   104

                        [TO BE ATTACHED TO GLOBAL NOTES]

               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SENIOR
                                SUBORDINATED NOTE

                     The initial principal amount of this Global Note is $[   ].
      The following increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>
Date of         Amount of decrease in          Amount of increase in      Principal amount of this       Signature of authorized
Exchange        Principal Amount of this       Principal Amount of this   Global Note following such     signatory of Trustee or
                Global Note                    Global Note                decrease or increase           Custodian
<S>             <C>                            <C>                        <C>                            <C>
</TABLE>


<PAGE>   105


                     OPTION OF NOTEHOLDER TO ELECT PURCHASE

              IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY
PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                      ASSET SALE / / CHANGE OF CONTROL / /

              IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY
THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT:

$

DATE: ________________________ YOUR SIGNATURE: _______________________________
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE)

SIGNATURE GUARANTEE: __________________________________________
                      SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                      RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                      SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE

<PAGE>   106

                                                                       EXHIBIT B

                         [FORM OF FACE OF EXCHANGE NOTE]

No.                                                                $ ___________

                    9 1/8% Senior Subordinated Note due 2008

                                                                CUSIP No. ______

               WESCO Distribution, Inc., a Delaware corporation, promises to pay
to Cede & Co., or registered assigns, the principal sum [of
Dollars] [listed on the Schedule of Increases or Decreases in Global Note
attached hereto](2) on June 1, 2008.

                 Interest Payment Dates: June 1 and December 1.

                 Record Dates: May 15 and November 15.

                 Additional provisions of this Note are set forth on the other
side of this Note.

                 IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.

                                             WESCO DISTRIBUTION, INC.,

                                             by

                                                    ____________________________
                                                    Name:
                                                    Title:


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

(2) Use the Schedule of Increases and Decreases language if Note is in Global
    Form.

<PAGE>   107

                                                                               2

Dated:

TRUSTEE'S CERTIFICATE OF
       AUTHENTICATION

BANK ONE, N.A.,

       as Trustee, certifies
       that this is one of
       the Notes referred
       to in the Indenture.

        by

                ______________________________
                  Authorized Signatory


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

(*)/ If the Note is to be issued in global form, add the Global Notes Legend and
the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL NOTES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".

<PAGE>   108

                     [FORM OF REVERSE SIDE OF EXCHANGE NOTE]

                    9 1/8% Senior Subordinated Note due 2008

1.  Interest.

               WESCO DISTRIBUTION, INC., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company
will pay interest semiannually on June 1 and December 1 of each year. Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from August 23, 2001. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

2.  Method of Payment

               The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the May 15 or November 15 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Noteholders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States of America that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of the Notes represented by a
Global Note (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all payments in respect of a
certificated Note (including principal, premium and interest), by mailing a
check to the registered address of each Noteholder thereof; provided, however,
that payments on the Notes may also be made, in the case of a Noteholder of at
least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Noteholder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

               Initially, Bank One, N.A., a national banking association (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4.  Indenture

               The Company issued the Notes under an Indenture dated as of
August 23, 2001 (the "Indenture"), among the Company, Holdings and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the TIA for a statement of those
terms.

<PAGE>   109

                                                                               2

               The Notes are senior subordinated unsecured obligations of the
Company. This Note is one of the Initial Notes referred to in the Indenture
issued in an aggregate principal amount of $100 million. The Notes include the
Original Notes, the Additional Notes and any Exchange Notes and Private Exchange
Notes issued in exchange for the Initial Notes pursuant to the Indenture. The
Original Notes, the Additional Notes, the Exchange Notes and the Private
Exchange Notes are treated as a single class of securities under the Indenture.
The Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by such Restricted Subsidiaries, issue or sell
shares of capital stock of such Restricted Subsidiaries, enter into or permit
certain transactions with Affiliates, create or incur Liens and make Asset
Sales. The Indenture also imposes limitations on the ability of the Company to
consolidate or merge with or into any other Person or convey, transfer or lease
all or substantially all of the property of the Company.

               To guarantee the due and punctual payment of the principal and
interest, if any, on the Notes and all other amounts payable by the Company
under the Indenture and the Notes when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Notes and the Indenture, Holdings has unconditionally guaranteed the Guaranteed
Obligations on a senior subordinated basis pursuant to the terms of the
Indenture.

5.  Optional Redemption

               Except as set forth in the following paragraph, the Notes will
not be redeemable at the option of the Company prior to June 1, 2003.
Thereafter, the Notes will be redeemable at the option of the Company, in whole
or in part, on not less than 30 nor more than 60 days' prior notice, at the
following redemption prices (expressed as percentages of principal amount), plus
accrued and unpaid interest and liquidated damages (if any) to the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on June 1 of the years set forth below:

                                                                   Redemption
               Year                                                   Price
               ----                                                   -----
               2003 . . . . . . . . . . . . . . . . . . . . . . .    104.563%
               2004 . . . . . . . . . . . . . . . . . . . . . . .    103.042%
               2005 . . . . . . . . . . . . . . . . . . . . . . .    101.521%
               2006 and thereafter . . . . . . . . . . . . . . . .   100.000%

               At any time prior to June 1, 2003, the Notes may be redeemed, in
whole but not in part, at the option of the Company at any time within 180 days
after a Change of Control, at a redemption price equal to the sum of (i) the
principal amount thereof plus (ii) accrued and unpaid interest and liquidated
damages, if any, to the redemption date (subject to the right of Noteholders of
record on the relevant record date to receive interest due on the relevant
interest payment date that is on or prior to the date of redemption) plus (iii)
the Applicable Premium.

<PAGE>   110

                                                                               3

6.  Sinking Fund

               The Notes are not subject to any sinking fund.

7.  Notice of Redemption

               Notice of redemption will be mailed by first-class mail at least
30 days but not more than 60 days before the redemption date to each Noteholder
of Notes to be redeemed at his or her registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000. If money sufficient to pay the redemption price of and accrued interest
on all Notes (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to accrue
on such Notes (or such portions thereof) called for redemption.

8.  Repurchase of Notes at the Option of Senior Subordinated
    Noteholders upon Change of Control

               Upon a Change of Control, any Noteholder of Notes will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Notes of such Noteholder at a
purchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest and liquidated damages, if any, to
the date of repurchase (subject to the right of Noteholders of record on the
relevant record date to receive interest due on the relevant interest payment
date) as provided in, and subject to the terms of, the Indenture.

9.  Subordination

               The Notes are subordinated to Senior Indebtedness of the Company,
as defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness of the Company must be paid before the Notes may be paid. The
Company and Holdings agrees, and each Noteholder by accepting a Note agrees, to
the subordination provisions contained in the Indenture and authorizes the
Trustee to give it effect and appoints the Trustee as attorney-in-fact for such
purpose.

10. Denominations; Transfer; Exchange

               The Notes are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Noteholder may transfer or exchange
Notes in accordance with the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Noteholder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Notes selected for redemption (except, in the
case of a Note to be redeemed in part, the portion of the Note not to be
redeemed) or to transfer or exchange any Notes for a period of 15 days prior to
a selection of Notes to be redeemed or 15 days before an interest payment date.

11. Persons Deemed Owners

               The registered Noteholder of this Note may be treated as the
owner of it for all purposes.

<PAGE>   111

                                                                               4

12.  Unclaimed Money

               If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Noteholders entitled to the money must
look only to the Company and not to the Trustee for payment.

13.  Discharge and Defeasance

               Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

14.  Amendment, Waiver

               Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended without prior notice to any Noteholder but
with the written consent of the Noteholders of at least a majority in aggregate
principal amount of the outstanding Notes and (ii) any default or noncompliance
with any provision may be waived with the written consent of the Noteholders of
at least a majority in principal amount of the outstanding Notes. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Noteholder of Notes, the Company and the Trustee may amend the Indenture or the
Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to
comply with Article 5 of the Indenture; (iii) to provide for uncertificated
Notes in addition to or in place of certificated Notes; (iv) to add additional
Guarantees with respect to the Notes; (v) to secure the Notes; (vi) to add
additional covenants of the Company for the benefit of the Noteholders or to
surrender rights and powers conferred on the Company; (vii) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (viii) to make any change that does not adversely
affect the rights of any Noteholder; (ix) to make any change in the
subordination provisions of the Indenture that would limit or terminate the
benefits available to any holder of Senior Indebtedness of the Company (or any
representative thereof) under such subordination provisions; or (x) to provide
for the issuance of the Exchange Notes, Private Exchange Notes, or Additional
Notes.

15.  Defaults and Remedies

               If an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Noteholders of at least 25% in
principal amount of the outstanding Notes may declare the principal of and
accrued but unpaid interest on all the Notes to be due and payable. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Notes will become immediately due and payable without any declaration or other
act on the part of the Trustee or any Noteholders. Under certain circumstances,
the Noteholders of a majority in principal amount of the outstanding Notes may
rescind any such acceleration with respect to the Notes and its consequences.

               If an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or

<PAGE>   112

                                                                               5

direction of any of the Noteholders unless such Noteholders have offered to the
Trustee reasonable indemnity or security against any loss, liability or expense.
Except to enforce the right to receive payment of principal, premium (if any) or
interest when due, no Noteholder may pursue any remedy with respect to the
Indenture or the Notes unless (i) such Noteholder has previously given the
Trustee notice that an Event of Default is continuing, (ii) Noteholders of at
least 25% in principal amount of the outstanding Notes have requested the
Trustee in writing to pursue the remedy, (iii) such Noteholders have offered the
Trustee reasonable security or indemnity against any loss, liability or expense,
(iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity and (v) the
Noteholders of a majority in principal amount of the outstanding Notes have
not given the Trustee a direction inconsistent with such request within such
60-day period. Subject to certain restrictions, the Noteholders of a majority in
principal amount of the outstanding Notes are given the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or
the Indenture or that the Trustee determines is unduly prejudicial to the rights
of any other Noteholder or that would involve the Trustee in personal liability.
Prior to taking any action under the Indenture, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

16.  Trustee Dealings with the Company

               Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

17.  No Recourse Against Others

               A director, officer, employee or stockholder, as such, of the
Company or Holdings shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each
Noteholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Notes.

18.  Authentication

               This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.

19.  Abbreviations

               Customary abbreviations may be used in the name of a Noteholder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

<PAGE>   113

                                                                               6

20.  GOVERNING LAW

              THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21.  CUSIP and ISIN Numbers

               Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP and
ISIN numbers to be printed on the Notes and has directed the Trustee to use
CUSIP and ISIN numbers in notices of redemption as a convenience to Noteholders.
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.

              THE COMPANY WILL FURNISH TO ANY NOTEHOLDER OF NOTES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE NOTEHOLDER A COPY OF THE INDENTURE WHICH HAS
IN IT THE TEXT OF THIS NOTE.

<PAGE>   114

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

       (Insert assignee's soc. sec. or tax I.D. No.)

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

__________________________________________________________


Date: ___________________ Your Signature: _______________________________

_______________________________________________________________
Sign exactly as your name appears on the other side of this Note. Signature must
be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.

<PAGE>   115

                OPTION OF NOTEHOLDER TO ELECT PURCHASE

              IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY
PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                      ASSET SALE / / CHANGE OF CONTROL / /

              IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY
THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT:

$

DATE: __________________ YOUR SIGNATURE: _____________________________
                                   (SIGN EXACTLY AS YOUR NAME APPEARS
                         ON THE OTHER SIDE OF THE NOTE)

SIGNATURE GUARANTEE:  ____________________________________________________
                            SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                            RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR
                            OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE.

<PAGE>   116

                                                                       EXHIBIT C

                                     Form of
                       Transferee Letter of Representation

WESCO Distribution, Inc.

In care of Bank One, N.A.
Bank One Trust Company, N.A.
c/o First Chicago Trust Company
14 Wall Street
8th Floor, Suite 4607
New York, NY 10002

Ladies and Gentlemen:

               This certificate is delivered to request a transfer of $
principal amount of the 9 1/8% Senior Subordinated Notes due 2008 (the "Notes")
of WESCO Distribution, Inc. (the "Company").

               Upon transfer, the Notes would be registered in the name of the
new beneficial owner as follows:

Name: ______________________________

Address: ___________________________

Taxpayer ID Number: ________________

       The undersigned represents and warrants to you that:

               1. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")) purchasing for our own account or for the account of
such an institutional "accredited investor" at least $250,000 principal amount
of the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act. We
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 invest in or purchase Notes similar to the Notes in the normal course of our
business. We, and any accounts for which we are acting, are each able to bear
the economic risk of our or its investment.

               2. We understand that the Notes have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a

<PAGE>   117

                                                                               2

registration statement that has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act ("Rule 144A"), to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an
institutional investor purchasing for its own account or for the account of such
an institutional "accredited investor", in each case in a minimum principal
amount of Notes of $250,000, or (f) pursuant to any other available exemption
from the registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) above prior to the Resale Restriction
Termination Date, the transferor shall deliver a letter from the transferee
substantially in the form of this letter to the Company and the Trustee, which
shall provide, among other things, that the transferee is an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act and that it is acquiring such Notes for investment
purposes and not for distribution in violation of the Securities Act. Each
purchaser acknowledges that the Company and the Trustee reserve the right prior
to the offer, sale or other transfer prior to the Resale Restriction Termination
Date of the Notes pursuant to clause (d), (e) or (f) above to require the
delivery of an opinion of counsel, certifications or other information
satisfactory to the Company and the Trustee.

                                             TRANSFEREE: ______________________,

                                               by: ___________________________