<PAGE>

                                                                    Exhibit 4.17

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

                      R.H. DONNELLEY FINANCE CORPORATION I

                (To be Merged With and Into R.H. DONNELLEY INC.)

                                       and

                        THE BANK OF NEW YORK, as Trustee

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

                                    INDENTURE

                          Dated as of December 3, 2002

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

            $ 600,000,000 10-7/8% Senior Subordinated Notes Due 2012

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                  Indenture
Section                                                                 Section
-------                                                              -------------
<S>                                                                  <C>
310 (a)(1)..................................................         7.10
    (a)(2)..................................................         7.10
    (a)(3)..................................................         N.A.
    (a)(4)..................................................         N.A.
    (a)(5)..................................................         N.A.
    (b).....................................................         7.08; 7.10
    (b)(1)..................................................         7.10
    (c).....................................................         N.A.
311 (a).....................................................         7.11
    (b).....................................................         7.11
    (c).....................................................         N.A.
312 (a).....................................................         2.06
    (b).....................................................         13.03
    (c).....................................................         13.03
313 (a).....................................................         7.06
    (b)(1)..................................................         N.A.
    (b)(2)..................................................         7.06; 11.04
    (c).....................................................         7.06; 11.04
    (d).....................................................         7.06
314 (a).....................................................         4.06; 4.18; 13.04
    (b).....................................................         11.02
    (c)(1)..................................................         13.04
    (c)(2)..................................................         13.04
    (c)(3)..................................................         N.A.
    (d).....................................................         11.04
    (e).....................................................         13.05
    (f).....................................................         N.A.
315 (a).....................................................         7.01(b)
    (b).....................................................         7.05
    (c).....................................................         7.01(a)
    (d).....................................................         7.01(c)
    (e).....................................................         6.12
316 (a) (last sentence).....................................         2.10
    (a)(1)(A)...............................................         6.05
    (a)(1)(B)...............................................         6.04
    (a)(2)..................................................         N.A.
    (b).....................................................         6.08
    (c).....................................................         8.04
317 (a)(1)..................................................         6.09
    (a)(2)..................................................         6.10
    (b).....................................................         2.05; 7.12
318 (a).....................................................         12.01
</TABLE>

-----------------------
N.A. means Not Applicable
Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of this Indenture

<PAGE>

                                TABLE OF CONTENTS

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                                       ARTICLE ONE

                          DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.      Definitions.................................................................      1
SECTION 1.02.      Incorporation by Reference of Trust Indenture Act...........................     38
SECTION 1.03.      Rules of Construction.......................................................     38

                                    ARTICLE TWO

                                   THE SECURITIES

SECTION 2.01.      Amount of Notes.............................................................     39
SECTION 2.02.      Form and Dating.............................................................     39
SECTION 2.03.      Execution and Authentication................................................     40
SECTION 2.04.      Registrar and Paying Agent..................................................     40
SECTION 2.05.      Paying Agent To Hold Money in Trust.........................................     41
SECTION 2.06.      Holder Lists................................................................     42
SECTION 2.07.      Transfer and Exchange.......................................................     42
SECTION 2.08.      Replacement Senior Subordinated Notes.......................................     43
SECTION 2.09.      Outstanding Senior Subordinated Notes.......................................     43
SECTION 2.10.      Treasury Notes..............................................................     44
SECTION 2.11.      Temporary Senior Subordinated Notes.........................................     44
SECTION 2.12.      Cancellation................................................................     44
SECTION 2.13.      Defaulted Interest..........................................................     45
SECTION 2.14.      CUSIP Number................................................................     45
SECTION 2.15.      Deposit of Moneys...........................................................     45
SECTION 2.16.      Book-Entry Provisions for Global Notes......................................     46
SECTION 2.17.      Special Transfer Provisions.................................................     47
SECTION 2.18.      Computation of Interest.....................................................     50

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.      Election To Redeem; Notices to Trustee......................................     50
SECTION 3.02.      Selection by Trustee of Senior Subordinated Notes To Be
                     Redeemed..................................................................     51
SECTION 3.03.      Notice of Redemption........................................................     51
</TABLE>

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SECTION 3.04.      Effect of Notice of Redemption..............................................     52
SECTION 3.05.      Deposit of Redemption Price.................................................     53
SECTION 3.06.      Senior Subordinated Notes Redeemed in Part..................................     53
SECTION 3.07.      Special Mandatory Redemption; Notices to Trustee and
                     Securities Intermediary...................................................     53
SECTION 3.08.      Notice of Special Mandatory Redemption to Holders...........................     54
SECTION 3.09.      Effect of Notice of Special Mandatory Redemption............................     54
SECTION 3.10.      Deposit of Special Mandatory Redemption Price...............................     54
SECTION 3.11.      Special Pro Rata Redemption; Notices to Trustee and
                     Securities Intermediary...................................................     55
SECTION 3.12.      Notice of Special Pro Rata Redemption to Holders............................     55
SECTION 3.13.      Effect of Notice of Special Pro Rata Redemption.............................     56
SECTION 3.14.      Other Mandatory Redemption..................................................     56

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.      Payment of Notes............................................................     56
SECTION 4.02.      Maintenance of Office or Agency.............................................     56
SECTION 4.03.      Legal Existence.............................................................     57
SECTION 4.04.      Maintenance of Properties; Insurance; Compliance with
                     Law.......................................................................     57
SECTION 4.05.      Waiver of Stay, Extension or Usury Laws.....................................     58
SECTION 4.06.      Compliance Certificate......................................................     58
SECTION 4.07.      Payment of Taxes and Other Claims...........................................     59
SECTION 4.08.      Repurchase at the Option of Holders upon Change of
                     Control...................................................................     59
SECTION 4.09.      Limitation on Debt..........................................................     61
SECTION 4.10.      Limitation on Restricted Payments...........................................     65
SECTION 4.11.      Limitation on Liens.........................................................     71
SECTION 4.12.      Limitation on Asset Sales...................................................     72
SECTION 4.13.      Limitation on Restrictions on Distributions from
                     Restricted Subsidiaries...................................................     75
SECTION 4.14.      Limitation on Transactions with Affiliates..................................     78
SECTION 4.15.      Designation of Restricted and Unrestricted Subsidiaries.....................     81
SECTION 4.16.      Prohibition on Incurrence of Senior Subordinated Debt.......................     82
SECTION 4.17.      Limitation on Company's Business............................................     82
SECTION 4.18.      Reports.....................................................................     82
SECTION 4.19.      Creation of Subsidiaries; Additional Subsidiary
                     Guarantees................................................................     83
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
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<S>                <C>                                                                             <C>
                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.      Merger, Consolidation and Sale of Property..................................     84
SECTION 5.02.      Successor Person Substituted................................................     87

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.      Events of Default...........................................................     87
SECTION 6.02.      Acceleration of Maturity; Rescission........................................     90
SECTION 6.03.      Other Remedies..............................................................     91
SECTION 6.04.      Waiver of Past Defaults and Events of Default...............................     92
SECTION 6.05.      Control by Majority.........................................................     92
SECTION 6.06.      Limitation on Suits.........................................................     93
SECTION 6.07.      No Personal Liability of Directors, Officers, Employees
                     and Stockholders..........................................................     93
SECTION 6.08.      Rights of Holders To Receive Payment........................................     94
SECTION 6.09.      Collection Suit by Trustee..................................................     94
SECTION 6.10.      Trustee May File Proofs of Claim............................................     94
SECTION 6.11.      Priorities..................................................................     95
SECTION 6.12.      Undertaking for Costs.......................................................     95

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.      Duties of Trustee...........................................................     96
SECTION 7.02.      Rights of Trustee...........................................................     97
SECTION 7.03.      Individual Rights of Trustee................................................     99
SECTION 7.04.      Trustee's Disclaimer........................................................     99
SECTION 7.05.      Notice of Defaults..........................................................     99
SECTION 7.06.      Reports by Trustee to Holders...............................................     99
SECTION 7.07.      Compensation and Indemnity..................................................    100
SECTION 7.08.      Replacement of Trustee......................................................    101
SECTION 7.09.      Successor Trustee by Consolidation, Merger, etc.............................    102
SECTION 7.10.      Eligibility; Disqualification...............................................    102
SECTION 7.11.      Preferential Collection of Claims Against Company...........................    103
SECTION 7.12.      Paying Agents...............................................................    103
</TABLE>

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                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.      Without Consent of Holders..................................................     103
SECTION 8.02.      With Consent of Holders.....................................................     104
SECTION 8.03.      Compliance with Trust Indenture Act.........................................     106
SECTION 8.04.      Revocation and Effect of Consents...........................................     106
SECTION 8.05.      Notation on or Exchange of Senior Subordinated Notes........................     107
SECTION 8.06.      Trustee To Sign Amendments, etc.............................................     107

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.      Discharge of Liability on Senior Subordinated Notes;
                     Defeasance................................................................     107
SECTION 9.02.      Conditions to Defeasance....................................................     109
SECTION 9.03.      Deposited Money and Government Obligations To Be
                     Held in Trust; Other Miscellaneous Provisions.............................     111
SECTION 9.04.      Reinstatement...............................................................     111
SECTION 9.05.      Moneys Held by Paying Agent.................................................     112
SECTION 9.06.      Moneys Held by Trustee......................................................     112

                                   ARTICLE TEN

                             GUARANTEE OF SECURITIES

SECTION 10.01.     Guarantee...................................................................     113
SECTION 10.02.     Execution and Delivery of Guarantee.........................................     114
SECTION 10.03.     Release of Guarantors.......................................................     114
SECTION 10.04.     Waiver of Subrogation.......................................................     115
SECTION 10.05.     Notice to Trustee...........................................................     116
SECTION 10.06.     Subordination of Guarantee..................................................     116

                                                      ARTICLE ELEVEN

                                                    SECURITY DOCUMENTS

SECTION 11.01.     Security Documents..........................................................     117
SECTION 11.02.     Recording and Opinions......................................................     117
</TABLE>

                                      -iv-

<PAGE>

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<CAPTION>
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<S>                <C>                                                                              <C>
SECTION 11.03.     Release of Collateral.......................................................     118
SECTION 11.04.     Certificates of the Company.................................................     118
SECTION 11.05.     Authorization of Actions To Be Taken by the Trustee
                     Under the Security Documents..............................................     118
SECTION 11.06.     Authorization of Receipt of Funds by the Trustee Under
                     the Security Documents....................................................     119
SECTION 11.07.     Termination of Security Interest............................................     119

                                 ARTICLE TWELVE

                                  SUBORDINATION

SECTION 12.01.     Senior Subordinated Notes Subordinated to Senior Debt.......................     119
SECTION 12.02.     Suspension of Payment When Senior Debt Is in Default........................     120
SECTION 12.03.     Obligations Subordinated to Prior Payment of All Senior
                     Debt on Dissolution, Liquidation or Reorganization of
                     Company...................................................................     122
SECTION 12.04.     Payments May Be Paid Prior to Dissolution...................................     123
SECTION 12.05.     Holders To Be Subrogated to Rights of Holders of Senior
                     Debt......................................................................     124
SECTION 12.06.     Obligations of the Company Unconditional....................................     124
SECTION 12.07.     Reliance on Judicial Order or Certificate of Liquidating
                     Agent.....................................................................     124
SECTION 12.08.     Subordination Rights Not Impaired by Acts or Omissions
                     of the Company or Holders of Senior Debt..................................     125
SECTION 12.09.     Holders Authorize Trustee To Effectuate Subordination
                     of Obligations............................................................     126
SECTION 12.10.     This Article Twelve Not To Prevent Events of Default........................     126
SECTION 12.11.     Amendments or Modifications To Article Twelve...............................     126
SECTION 12.12.     Acceleration of Senior Subordinated Notes...................................     127
SECTION 12.13.     Notice to Trustee; Rights of Trustee and Paying Agent.......................     127

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.     Trust Indenture Act Controls................................................     128
SECTION 13.02.     Notices.....................................................................     128
SECTION 13.03.     Communications by Holders with Other Holders................................     129
SECTION 13.04.     Certificate and Opinion as to Conditions Precedent..........................     130
SECTION 13.05.     Statements Required in Certificate and Opinion..............................     130
</TABLE>

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<S>                <C>                                                                              <C>
SECTION 13.06.     Rules by Trustee and Agents.................................................     130
SECTION 13.07.     Legal Holidays..............................................................     131
SECTION 13.08.     Governing Law...............................................................     131
SECTION 13.09.     No Adverse Interpretation of Other Agreements...............................     131
SECTION 13.10.     Successors..................................................................     131
SECTION 13.11.     Multiple Counterparts.......................................................     131
SECTION 13.12.     Table of Contents, Headings, etc............................................     131
SECTION 13.13.     Separability................................................................     132

                                    EXHIBITS

Exhibit A.         Form of Senior Subordinated Note............................................     A-1
Exhibit B.         Form of Legend for Rule 144A Notes and Other Notes
                     That Are Restricted Notes.................................................     B-1
Exhibit C.         Form of Legend for Regulation S Note........................................     C-1
Exhibit D.         Form of Legend for Global Note..............................................     D-1
Exhibit E.         Form of Certificate To Be Delivered in Connection with
                     Transfers Pursuant to Regulation S........................................     E-1
Exhibit F.         Form of Guarantee...........................................................     F-1
Exhibit G.         Form of Certificate from Acquiring Institutional
                     Accredited Investor.......................................................     G-1
</TABLE>

                                      -vi-

<PAGE>

                  INDENTURE, dated as of December 3, 2002, between R.H.
DONNELLEY FINANCE CORPORATION I, a Delaware corporation, as issuer ("Finance
Corp.") and THE BANK OF NEW YORK, a New York banking corporation, as trustee
(the "Trustee").

                  References herein to the "Company" refer to (i) prior to the
date of the Merger (as defined herein) and the consummation of the other
Transactions (as defined herein), Finance Corp. and (ii) from and after the
Merger, only to R.H. Donnelley Inc. and not any of its Subsidiaries.

                  On and after the date of the Release, the Senior Subordinated
Notes will be Guaranteed by the Guarantors.

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

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.              Definitions.

                  "Acquired Debt" means Debt of a Person existing at the time
such Person becomes a Restricted Subsidiary, other than Debt Incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary. Acquired Debt shall be deemed to be Incurred on the date the
acquired Person becomes a Restricted Subsidiary.

                  "Acquisition" means the consummation, on the date of the
Merger and Release, of the acquisition by Parent of Centel Directory Company, a
Delaware corporation, DirectoriesAmerica, Inc., a Kansas corporation, and Sprint
Publishing & Advertising, Inc., a Kansas corporation.

                  "Acquisition Agreement" means the stock purchase agreement
dated as of September 21, 2002 by and between Sprint Corporation, a Kansas
corporation, Centel Directories LLC, a Delaware limited liability company, and
Parent.

                  "Additional Assets" means:

                  (a)      any Property (other than Cash Equivalents and
         securities) to be owned by the Company or any Restricted Subsidiary and
         used in a Related Business; or

<PAGE>

                                      -2-

                  (b)      Capital Stock of a Person that is or becomes a
         Restricted Subsidiary upon or as a result of the acquisition of such
         Capital Stock by the Company or another Restricted Subsidiary from any
         Person other than the Company or an Affiliate of the Company; provided,
         however, that, in the case of this clause (b), such Restricted
         Subsidiary is primarily engaged in a Related Business.

                  "Additional Interest" has the meaning set forth in Exhibit A.

                  "Additional Senior Subordinated Notes" has the meaning set
forth in Section 2.01.

                  "Affiliate" of any specified Person means:

                  (a)      any other Person directly or indirectly controlling
         or controlled by or under direct or indirect common control with such
         specified Person, or

                  (b)      any other Person who is a director or officer of:

                           (1)      such specified Person,

                           (2)      any Subsidiary of such specified Person, or

                           (3)      any Person described in clause (a) above.

                  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. For purposes of
Sections 4.12 and 4.14 and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Company or of rights or warrants to purchase such Voting Stock (whether or
not currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

                  "Affiliate Transaction" has the meaning set forth in Section
4.14.

                  "Agent" means any Registrar, Paying Agent, or agent for
service or notices and demands.

                  "Agent Members" has the meaning set forth in Section 2.16.

                  "Allocable Excess Proceeds" has the meaning set forth in
Section 4.12(e).

<PAGE>

                                      -3-

                  "Alternate Offer" has the meaning set forth in Section
4.08(e).

                  "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

                  "Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances 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

                  (a)      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),

                  (b)      all or substantially all of the properties and assets
         of any division or line of business of the Company or any Restricted
         Subsidiary, or

                  (c)      any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary;

other than, in the case of clause (a), (b) or (c) above,

                           (1)      any disposition by the Company or a
                  Restricted Subsidiary to the Company, a Restricted Subsidiary
                  or any Person (if after giving effect to such transfer such
                  other Person becomes a Restricted Subsidiary),

                           (2)      any disposition that constitutes a Permitted
                  Investment or Restricted Payment permitted by Section 4.10,

                           (3)      any disposition effected in compliance with
                  Section 5.01,

                           (4)      any disposition of Temporary Cash
                  Investments in the ordinary course of business,

                           (5)      any disposition of obsolete, worn out or
                  permanently retired equipment or facilities or other Property
                  that are no longer useful in the conduct of the business of
                  the Company or any Restricted Subsidiary,

                           (6)      any disposition of Receivables and Related
                  Assets in a Qualified Securitization Transaction for the Fair
                  Market Value thereof including cash or Temporary Cash
                  Investments in an amount at least equal to 75% of the Fair
                  Market Value thereof,

<PAGE>

                                      -4-

                           (7)      for purposes of Section 4.12, any
                  disposition the net proceeds of which to the Company and its
                  Restricted Subsidiaries do not exceed $1 million in any
                  transaction or series of related transactions,

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

                           (9)      the sale or other disposition of Cash
                  Equivalents,

                           (10)     any release of intangible claims or rights
                  in connection with the loss or settlement of a bona fide
                  lawsuit, dispute or other controversy, and

                           (11)     any sale or other disposition of the
                  pre-press publishing facility located in Bristol, Tennessee.

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing:

                  (a)      the sum of the products of (1) the number of years
         (rounded to the nearest one-twelfth of one year) from the date of
         determination to the dates of each successive scheduled principal
         payment of such Debt or redemption or similar payment with respect to
         such Preferred Stock multiplied by (2) the amount of such payment by

                  (b)      the sum of all such payments.

                  "Bankruptcy Law" means Title 11, United States Code, or any
similar U.S. Federal or state law.

                  "Board of Directors" means, with respect to any Person, the
board of directors, or any equivalent management entity, of such Person or any
committee thereof duly authorized to act on behalf of such board.

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

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions in New York City are
authorized or required by law to close.

<PAGE>

                                      -5-

                  "Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations 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 terminated by the lessee without payment of a penalty.
For purposes of the covenant described under Section 4.11, a Capital Lease
Obligation shall be deemed secured by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds received by the Company from the issuance or sale (other than to a
Restricted Subsidiary of the Company or an employee stock ownership plan or
trust established by the Company or a Restricted Subsidiary for the benefit of
their employees and except to the extent that any purchase made pursuant to such
issuance or sale is financed by the Company or any Restricted Subsidiary) by the
Company of its Capital Stock (including upon the exercise of options, warrants
or rights) (other than Disqualified Stock) or warrants, options or rights to
purchase its Capital Stock (other than Disqualified Stock) after the Issue Date,
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.

                  "Cash Equivalents" means (a) United States dollars, (b)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (c) demand deposits, time
deposits and certificates of deposit with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case with
any bank or trust company organized or licensed under the laws of the United
States or any State thereof having capital, surplus and undivided profits in
excess of $250 million, (d) repurchase obligations with a term of not more than
seven days for underlying securities of the type described in clauses (b) and
(c) above entered into with any financial institution meeting the qualifications
specified in clause (c) above, (e) commercial paper rated at least P-1 or Al-1
by Moody's or S&P, respectively, (f) investments in any U.S. dollar-denominated
money market fund as defined by Rule 2a-7 of the General Rules and Regulations
promulgated under the Investment

<PAGE>

                                      -6-

Company Act of 1940 and (g) in the case of a Foreign Subsidiary, substantially
similar investments denominated in foreign currencies (including similarly
capitalized foreign banks).

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

                  (1)      any "person" (as such term is used in Sections 13(d)
         and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
         indirectly, of 50% or more of the total voting power of the Voting
         Stock of Parent or the Company (for the purpose of this clause (1) a
         Person shall be deemed to beneficially own the Voting Stock of a
         corporation that is beneficially owned (as defined above) by another
         corporation (a "parent corporation") if such Person beneficially owns
         (as defined above) at least 50% of the aggregate voting power of all
         classes of Voting Stock of such parent corporation);

                  (2)      during any period of two consecutive years,
         individuals who at the beginning of such period constituted the Board
         of Directors of the Company or the Board of Directors of Parent
         (together with any new directors whose election by such Board of
         Directors or whose nomination for election by the applicable
         shareholders was approved or ratified by a vote of 66 2/3% of the Board
         of Directors of the Company or the Board of Directors of Parent, as
         applicable, 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 or ratified) cease for any reason to
         constitute a majority of such Board of Directors then in office;

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

                  (4)      the merger or consolidation of Parent or the Company
         with or into another Person or the merger of another Person with or
         into Parent or the Company or the sale of all or substantially all the
         assets of Parent or the Company to another Person, and, in the case of
         any such merger or consolidation, the securities of Parent or the
         Company, as the case may be, that are outstanding immediately prior to
         such transaction and that represent 100% of the aggregate voting power
         of the Voting Stock of Parent or the Company, as the case may be, 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 corporation that represent immediately after such
         transaction, at least a majority of the aggregate voting power of the
         Voting Stock of the surviving corporation;

provided, that a Change of Control shall not be deemed to have occurred solely
as a consequence of a merger or consolidation between Parent and the Company, in
which case all refer-

<PAGE>

                                      -7-

ences in the preceding clauses (2) and (4) to "Parent or the Company" shall
henceforth be deemed to refer only to the surviving entity of such merger or
consolidation.

                  "Change of Control Offer" has the meaning set forth in Section
4.08.

                  "Change of Control Purchase Price" has the meaning set forth
in Section 4.08.

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.08.

                  "Clearstream" has the meaning set forth in Section 2.16.

                  "Collateral" has the meaning set forth in Section 6(a) of the
Escrow Agreement.

                  "Commission" means the U.S. Securities and Exchange
Commission.

                  "Commodity Price Protection Agreement" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

                  "Company" means the party named as such in the first paragraph
of this Indenture and further defined in the second paragraph hereof, until a
successor replaces such party pursuant to Article Five and thereafter means the
successor.

                  "Consolidated Incremental Depreciation and Amortization"
means, for any period, the total amount of depreciation and amortization related
to the step up in basis required under purchase accounting with respect to the
transactions contemplated by the Acquisition Agreement for such period on a
consolidated basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period, without
duplication and in each case determined on a consolidated basis in accordance
with GAAP, the total interest expense of the Company and its consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest
expense, and to the extent Incurred by either the Company or its Restricted
Subsidiaries:

                  (a)      the interest component of Capital Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued during such
         period,

                  (b)      amortization of debt discount and debt issuance cost,
         including commitment fees,

                  (c)      capitalized interest,

<PAGE>

                                      -8-

                  (d)      non-cash interest expense,

                  (e)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing,

                  (f)      net costs associated with Hedging Obligations
         (including amortization of discounts or fees); provided, however, such
         costs shall not include any unrealized gain or loss implicit in Hedging
         Obligations,

                  (g)      the sum of (a) all Disqualified Stock Dividends and
         (b) Preferred Stock Dividends with respect to Capital Stock of
         Subsidiaries,

                  (h)      interest accruing or paid on any Debt of any other
         Person to the extent such Debt is guaranteed by the Company or any
         Restricted Subsidiary, or is secured by a Lien on the Company's or any
         Restricted Subsidiary's assets, whether or not such interest is paid by
         the Company or such Restricted Subsidiary,

                  (i)      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 Debt Incurred by such plan or
         trust,

                  (j)      interest accruing in connection with a Qualified
         Securitization Transaction, and

                  (k)      the interest portion of any deferred payment
         obligation.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (loss) of the Company for such period on a consolidated
basis prior to any adjustment to net income for any preferred stock (other than
Disqualified Stock) as determined in accordance with GAAP; provided, however,
that there shall not be included in such Consolidated Net Income:

                  (a)      any net income (loss) of any Person (other than the
         Company) if such Person is not a Restricted Subsidiary, except that:

                           (1)      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
                  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 to a
                  Restricted Subsidiary, to the limitations contained in clause
                  (c) below),

<PAGE>

                                      -9-

                           (2)      the Company's equity in a net loss of any
                  such Person for such period shall be included in determining
                  such Consolidated Net Income, and

                           (3)      the revenue participation income received in
                  connection with the Revenue Participation Agreement shall not
                  be excluded,

                  (b)      any net income (loss) of any Restricted Subsidiary if
         such Restricted Subsidiary is subject to contractual restrictions,
         directly or indirectly, on the payment of dividends or the making of
         distributions, directly or indirectly, to the Company, except that:

                           (1)      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 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 to another
                  Restricted Subsidiary, to the limitation contained in this
                  clause), and

                           (2)      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,

                  (c)      any net gain or loss realized upon the sale or other
         disposition of any Property of the Company or any of its consolidated
         Subsidiaries (including pursuant to any sale and leaseback transaction)
         that is not sold or otherwise disposed of in the ordinary course of
         business,

                  (d)      any net after-tax extraordinary gain or loss,

                  (e)      the cumulative effect of a change in accounting
         principles,

                  (f)      any non-cash compensation expense realized for grants
         of stock appreciation or similar rights, stock options or other rights
         to officers, directors and employees of the Company or any Restricted
         Subsidiary, provided that such rights (if redeemable), options or other
         rights can be redeemed at the option of the holder only for Capital
         Stock of the Company (other than Disqualified Stock) or Capital Stock
         of a direct or indirect parent of the Company,

                  (g)      50% of Consolidated Incremental Depreciation and
         Amortization,

<PAGE>

                                      -10-

                  (h)      any non-cash impact attributable to the reduction in
         deferred revenue as a result of the fair value exercise undertaken as
         required by purchase accounting for the transactions contemplated by
         the Acquisition Agreement, in accordance with GAAP, during the twelve
         consecutive months following the consummation of the Acquisition, and

                  (i)      to the extent non-cash, any unusual, non-operating or
         non-recurring gain or loss (including to the extent related to the
         Acquisition).

                  Notwithstanding the foregoing, for purposes of Section 4.10
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 subsection (c)(4) thereof.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street, Floor 21 West,
New York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

                  "Covenant Defeasance" has the meaning set forth in Section
9.01.

                  "Credit Facility" means the credit facility to be entered into
by the Company on or before the date of the Merger and Release, as such may be
amended, modified or supplemented from time to time, or one or more debt or
commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables or inventory financing
(including through the sale of receivables or inventory to such lenders or to
special purpose, bankruptcy remote entities formed to borrow from such lenders
against such receivables or inventory) or trade letters of credit, or other
forms of guarantees or assurances that one or more times Refinances, replaces,
supplements, modifies or amends such credit facility.

                  "Credit Facility Escrow Arrangements" means the escrow account
and related agreements pursuant to which the proceeds of certain borrowings
under the Credit Facility made by Finance Corp. or Finance Corp. II, as the case
may be, prior to the Merger and Release will be placed into escrow until the
initial closing under the Acquisition Agreement, at which time such borrowings
will be assumed by RHD.

<PAGE>

                                      -11-

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, futures
contract, currency option, synthetic cap or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.

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

                  "Deadline" means January 31, 2003, or such earlier date that
RHD determines not to pursue consummation of the Acquisition.

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

                  (a)      the principal of and premium (if any, but only in the
         event such premium has become due) in respect of:

                           (1)      debt of such Person for money borrowed, and

                           (2)      debt evidenced by Senior Subordinated Notes,
                  debentures, bonds or other similar instruments for the payment
                  of which such Person is responsible or liable;

                  (b)      all Capital Lease Obligations of such Person;

                  (c)      all obligations of such Person issued or assumed as
         the deferred purchase price of Property, all conditional sale
         obligations of such Person and all obligations of such Person under any
         title retention agreement (but excluding trade accounts payable for
         goods and services arising in the ordinary course of business);

                  (d)      all obligations of such Person for the reimbursement
         of any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit, performance bonds or surety bonds securing obligations (other
         than obligations described in (a) through (c) above) provided in the
         ordinary course of business of such Person to the extent such letters
         of credit and bonds are not drawn upon or, if and to the extent drawn
         upon, such drawing is reimbursed no later than the fifth Business Day
         following receipt by such Person of a demand for reimbursement
         following payment on the letter of credit or bond);

                  (e)      the amount of all obligations of such Person with
         respect to the Repayment of any Disqualified Stock or, with respect to
         any Subsidiary of such Person, any Preferred Stock (measured, in each
         case, at the greatest of its voluntary or involuntary

<PAGE>

                                      -12-

         maximum fixed repurchase price or liquidation value but excluding, in
         each case, any accrued dividends for any current period not yet
         payable);

                  (f)      all obligations of the type referred to in clauses
         (a) through (e) above 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;

                  (g)      all obligations of the type referred to in clauses
         (a) through (f) above of other Persons, the payment of which is secured
         by any Lien on any Property of such Person (whether or not such
         obligation is assumed by such Person), the amount of such obligation
         being deemed to be the lesser of the Fair Market Value of such Property
         or the amount of the obligation so secured; and

                  (h)      to the extent not otherwise included in this
         definition, Hedging Obligations of such Person (the amount of any such
         obligations to be equal at any time to the termination value of such
         agreement or arrangement giving rise to such obligation that would be
         payable by such Person at such time).

                  The amount of Debt of any Person at any date shall be the
amount necessary to extinguish in full as of such date 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 including, without limitation, all
interest that has been capitalized, and without giving effect to any call
premiums in respect thereof. The amount of Debt represented by a Hedging
Obligation shall be equal to:

                  (1)      zero if such Hedging Obligation has been Incurred
         pursuant to Section 4.09(c)(5),(6) or (7), or

                  (2)      the marked-to-market value of such Hedging Obligation
         to the counter-party thereof if not Incurred pursuant to such clauses.

                  For purposes of this definition, the maximum fixed repurchase
price of any Disqualified Stock that does not have a fixed redemption, repayment
or repurchase price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any date on
which Debt will be required to be determined pursuant to the indenture at its
Fair Market Value if such price is based upon, or measured by, the fair market
value of such Disqualified Stock; provided, however, that if such Disqualified
Stock is not then permitted in accordance with the terms of such Disqualified
Stock to be redeemed, repaid or repurchased, the redemption, repayment or
repurchase price shall be the book value of such Disqualified Stock as reflected
in the most recent financial statements of such Person.

<PAGE>

                                      -13-

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

                  "Depository" means, with respect to the Senior Subordinated
Notes issued in the form of one or more Global Notes, The Depository Trust
Company or another Person designated as Depository by the Company, which Person
must be a clearing agency registered under the Exchange Act.

                  "Designated Senior Debt" means:

                  (1)      the Debt under the Credit Facility; and

                  (2)      any other Senior Debt 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 million and is specifically
         designated by the Company in the instrument evidencing or governing
         such Senior Debt as "Designated Senior Debt" for purposes of this
         Indenture; provided that the Company shall so advise the Trustee.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable, in either case at the option of
the holder thereof) or upon the happening of an event:

                  (a)      matures or is mandatorily redeemable pursuant to a
         sinking fund obligation or otherwise,

                  (b)      is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c)      convertible or exchangeable at the option of the
         holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Senior Subordinated Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders the right to require the Company to repurchase or redeem such
Capital Stock upon the occurrence of a Change of Control occurring prior to the
first anniversary of the Stated Maturity of the Senior Subordinated Notes shall
not constitute Disqualified Stock if the change of control provisions applicable
to such Disqualified Stock are no more favorable to the holders of such Capital
Stock than the provisions of the indenture with respect to a Change of Control
and such Capital Stock specifically

<PAGE>

                                      -14-

provides that the Company will not repurchase or redeem any such Capital Stock
pursuant to such provisions prior to the Company's completing a Change of
Control Offer.

                  "Disqualified Stock Dividends" means all dividends with
respect to Disqualified Stock of the Company held by Persons other than a Wholly
Owned Restricted Subsidiary.

                  "EBITDA" means, for any period:

                  (a)      the sum of an amount equal to Consolidated Net Income
         for such period, plus (without duplication) the following to the extent
         Consolidated Net Income has been reduced thereby for such period:

                           (1)      the provisions for taxes based on income or
                  profits or utilized in computing net loss,

                           (2)      Pro Forma Consolidated Interest Expense,

                           (3)      depreciation,

                           (4)      amortization,

                           (5)      non-recurring losses or expenses, and

                           (6)      any other non-cash items (provided that any
                  such non-cash item that represents an accrual of or reserve
                  for cash expenditures in any future period shall be deducted
                  in such future period); minus

                  (b)       (x) all non-cash items increasing Consolidated Net
         Income for such period (other than any such non-cash item to the extent
         that it will result in the receipt of cash payments in any future
         period) and (y) all non-recurring gains for such period.

                  Notwithstanding the foregoing clause, the provision for taxes
and the depreciation, amortization and non-cash items of a Restricted Subsidiary
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.

                  "Escrow Agent" has the meaning set forth in the Escrow
Agreement.

                  "Escrow Agreement" means the escrow agreement dated the Issue
Date among the Securities Intermediary, the Trustee, Finance Corp. and RHD
relating to the Senior Subordinated Notes.

<PAGE>

                                      -15-

                  "Escrowed Property" means the funds to be held in escrow
pursuant to the Escrow Agreement.

                  "Euroclear" has the meaning set forth in Section 2.16.

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

                  "Excess Proceeds" has the meaning set forth in Section 4.12.

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934.

                  "Exchange Offer" has the meaning set forth in Exhibit A.

                  "Exchange Securities" has the meaning provided in the
Registration Rights Agreement.

                  "Existing Notes" means the $150.0 million in aggregate
principal amount of RHD's 9-1/8% senior subordinated notes due 2008 issued under
an indenture dated as of June 5, 1998 between RHD and The Bank of New York, as
trustee, as supplemented by the First Supplemental Indenture, dated as of
November 25, 2002 by and among RHD, The Bank of New York, as trustee and the
guarantors thereto.

                  "Fair Market Value" means, with respect to any Property, the
price that could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value
shall be determined, except as otherwise provided,

                  (a)      if such Property has a Fair Market Value equal to or
         less than $5 million, by any Officer of the Company, or

                  (b)      if such Property has a Fair Market Value in excess of
         $5 million, by a majority of the Board of Directors of the Company and
         the Board of Directors of Parent and evidenced by a Board Resolution
         dated within 30 days of the relevant transaction.

                  "Finance Corp. II" means R.H. Donnelley Finance Corporation
II.

                  "Foreign Subsidiary" means any Restricted Subsidiary that is
not organized under the laws of the United States, any State thereof or the
District of Columbia.

                  "GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date, including those set forth:

<PAGE>

                                      -16-

                  (a)      in the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants,

                  (b)      in the statements and pronouncements of the Financial
         Accounting Standards Board,

                  (c)      in such other statements by such other entity as
         approved by a significant segment of the accounting profession, and

                  (d)      the rules and regulations of the Commission 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 Commission.

                  "Global Notes" has the meaning set forth in Section 2.16.

                  "Government Obligations" means any security issued or
guaranteed as to principal or interest by the United States, or by a Person
controlled or supervised by and acting as an instrumentality of the government
of the United States pursuant to the authority granted by the Congress of the
United States; or any certificate of deposit for any of the foregoing.

                  "guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (a)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Debt of such other Person (whether
         arising by virtue of partnership arrangements, or by agreements to
         keep-well, to purchase assets, goods, securities or services, to
         take-or-pay or to maintain financial statement conditions or
         otherwise), or

                  (b)      entered into for the purpose of assuring in any other
         manner the obligee against loss in respect thereof (in whole or in
         part);

provided, however, that the term "guarantee" shall not include:

                  (1)      endorsements for collection or deposit in the
         ordinary course of business, or

                  (2)      a contractual commitment by one Person to invest in
         another Person for so long as such Investment is reasonably expected to
         constitute a Permitted Investment under clause (b) of the definition of
         "Permitted Investment."

<PAGE>

                                      -17-

                  The term "guarantee" used as a verb has a corresponding
meaning. The term "guarantor" shall mean any Person guaranteeing any obligation.

                  "Guarantor Senior Debt" has the meaning set forth in Section
12.08.

                  "Guarantee" means, individually, a Subsidiary Guarantee or a
Parent Guarantee and collectively, the Subsidiary Guarantees and the Parent
Guarantee.

                  "Guarantors" means individually, Parent or a Subsidiary
Guarantor and collectively, Parent and Subsidiary Guarantors.

                  "Hedging Obligations" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement, Commodity Price Protection Agreement or any other similar
agreement or arrangement.

                  "Holders" means the Person in whose name a Senior Subordinated
Note is registered on the Senior Subordinated Note register.

                  "Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"Incurrence" and "Incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time
such Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary; and provided further,
however, that amortization of debt discount, accrual or capitalization of
dividends and interest, including the accrual of deferred accrued interest, the
accretion of principal, and the payment of interest or dividends in the form of
additional securities shall not, in any such case, be deemed to be the
Incurrence of Debt, provided that in the case of Debt or Preferred Stock sold at
a discount or for which interest or dividends is capitalized or accrued or
accreted, the amount of such Debt or outstanding Preferred Stock Incurred shall
at all times be the then current accreted value or shall include all capitalized
interest.

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

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm of national standing or any third party appraiser or
recognized expert with ex-

<PAGE>

                                      -18-

perience in appraising the terms and conditions of the type of transaction or
series of related transactions for which an opinion is required, provided that
such firm or appraiser is not an Affiliate of the Company.

                  "Initial Purchasers" means Salomon Smith Barney Inc., Bear,
Stearns & Co. Inc., Deutsche Bank Securities Inc., ABN AMRO Incorporated, BNP
Paribas Securities Corp., Fleet Securities, Inc. and ING Financial Markets LLC.

                  "interest" means, with respect to the Senior Subordinated
Notes, interest and Additional Interest.

                  "Interest Payment Date" means June 15 and December 15 of each
year.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate option agreement, interest rate future agreement or
other similar agreement designed to protect against fluctuations in interest
rates.

                  "Investment" by any Person means any loan (other than advances
and extensions of credit and receivables in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of such Person or
acquired as part of the assets acquired in connection with an acquisition of
assets otherwise permitted by the indenture), advance or other extension of
credit or capital contribution (by means of transfers of cash or other Property
to others or payments for Property or services for the account or use of others,
or otherwise) (excluding commission, travel and similar advances to officers and
employees in the ordinary course of business) to, or Incurrence of a guarantee
of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Sections 4.10 and 4.15 and the definition of "Restricted
Payment," "Investment" shall include the Fair Market Value of the Investment of
the Company and any Restricted Subsidiary in any Subsidiary of the Company at
the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary (proportionate to the
Company's equity interest in such Subsidiary) of an amount (if positive) equal
to:

                  (a)      the Company's "Investment" in such Subsidiary at the
         time of such redesignation, less

                  (b)      the portion (proportionate to the Company's equity
         interest in such Subsidiary) of the Fair Market Value of the Investment
         of the Company and any Restricted Subsidiary in such Subsidiary at the
         time of such redesignation.

<PAGE>

                                      -19-

                  In determining the amount of any Investment made by transfer
of any Property other than cash, such Property shall be valued at its Fair
Market Value at the time of such Investment.

                  "Issue Date" means the date on which the Senior Subordinated
Notes are initially issued (exclusive of any Additional Senior Subordinated
Notes).

                  "Legal Defeasance" has the meaning set forth in Section 9.01.

                  "Legal Holiday" has the meaning set forth in Section 13.07.

                  "Leverage Ratio" means the ratio of:

                  (a)      the outstanding Debt of the Company and the
         Restricted Subsidiaries as of the date of calculation on a consolidated
         basis in accordance with GAAP, to

                  (b)      the LTM Pro Forma EBITDA.

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any sale and
leaseback transaction).

                  "LTM Pro Forma EBITDA" means Pro Forma EBITDA for the four
most recent consecutive fiscal quarters prior to the date of determination for
which financial statements are available and have been filed with the Commission
or the Trustee pursuant to Section 4.18.

                  "Maturity Date" when used with respect to any Senior
Subordinated Note, means the date on which the principal amount of such Senior
Subordinated Note becomes due and payable as therein or herein provided.

                  "Merger" means the merger of Finance Corp. with and into RHD
to occur simultaneously with the Release.

                  "Money Market Funds" means shares of an investment company
registered under the Investment Company Act of 1940 that holds itself out as a
money market fund, seeks to maintain a net asset value of $1.00 per share and
has the highest investment rating by S&P and Moody's and, in either case, any
successor rating agency thereto.

<PAGE>

                                      -20-

                  "Moody's" has the meaning set forth in the definition of
"Temporary Cash Investments".

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only, in each case, as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of Debt
or other obligations relating to the Property that is the subject of such Asset
Sale or received in any other non-cash form), in each case net of:

                  (a)      all legal, title and recording tax expenses,
         commissions and other fees and expenses Incurred, and all U.S. Federal,
         state, provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Sale,

                  (b)      all payments made on any Debt that is secured by any
         Property subject to such Asset Sale, in accordance with the terms of
         any Lien upon or other security agreement of any kind with respect to
         such Property, or which must by its terms, or in order to obtain a
         necessary consent to such Asset Sale, or by applicable law, be repaid
         out of the proceeds from such Asset Sale,

                  (c)      all distributions and other payments required to be
         made to minority interest holders in Subsidiaries or joint ventures as
         a result of such Asset Sale,

                  (d)      brokerage commissions and other reasonable fees and
         expenses (including fees and expenses of counsel, accountants and
         investment bankers) related to such Asset Sale; and

                  (e)      the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the Property disposed in such Asset Sale and retained
         by the Company or any Restricted Subsidiary after such Asset Sale
         including, without limitation, pension and other post-employment
         benefit liabilities, liabilities relating to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale and any deductions relating to escrowed amounts.

                  "Non-payment Default" has the meaning set forth in Section
12.02(b).

                  "Non-recourse Debt" means debt as to which neither the Company
nor any Restricted Subsidiary

                  (a)      provides any guarantee or credit support of any kind
         (including any undertaking, guarantee, indemnity, agreement or
         instrument that would constitute Debt)

<PAGE>

                                      -21-

         or is directly or indirectly liable (as a guarantor or otherwise) or as
         to which there is any recourse to the assets of the Company or its
         Restricted Subsidiaries; and

                  (b)      no default with respect to which (including any
         rights that the holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit (upon notice, lapse of
         time or both) any holder of any other Debt of the Company or any
         Restricted Subsidiary to declare a default under such other Debt or
         cause the payment thereof to be accelerated or payable prior to its
         stated maturity.

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

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt, including any guarantees thereof, and in
all cases whether direct or indirect, absolute or contingent, now outstanding or
hereafter created, assumed or incurred and including, without limitation,
interest accruing subsequent to the filing of a petition in bankruptcy or the
commencement of any insolvency, reorganization or similar proceedings at the
rate provided in the relevant documentation, whether or not an allowed claim,
and any obligation to redeem or defease any of the foregoing.

                  "Offer Amount" has the meaning set forth in Section 4.12(g).

                  "Offer Period" has the meaning set forth in Section 4.12(g).

                  "Offering Memorandum" means the offering memorandum dated
November 26, 2002 relating to the offering of Senior Subordinated Notes and
Senior Notes issued on the Issue Date.

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

                  "Officers' Certificate" means a certificate signed by an
Officer of the Company, and delivered to the Trustee.

                  "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, the Parent, a Subsidiary Guarantor or the Trustee.

                  "Parent" means R.H. Donnelley Corporation, a Delaware
corporation.

                  "Parent Guarantee" has the meaning set forth in Section 10.01.

<PAGE>

                                      -22-

                  "Paying Agent" has the meaning set forth in Section 2.04.

                  "Payment Blockage Notice" has the meaning set forth in Section
12.02(b).

                  "Payment Blockage Period" has the meaning set forth in Section
12.02(b).

                  "Payment Default" means any default which occurs and is
continuing in the payment when due, whether at maturity, upon any redemption, by
declaration or otherwise, of any principal of, premium, if any, or interest on,
unpaid drawings for letters of credit issued in respect of, or regularly
accruing fees with respect to, any Designated Senior Debt (including, without
limitation, guarantees of the foregoing items which constitute such Senior
Debt).

                  "Permitted Asset Swap" means any transfer of properties or
assets by the Company or any of its Restricted Subsidiaries in which at least
90% of the consideration received by the transferor consists of properties or
assets (other than cash) that will be used in a Related Business; provided that
the aggregate fair market value (as determined in good faith by the Board of
Directors of the Company and the Board of Directors of Parent) of the Property
or assets being transferred by the Company or such Restricted Subsidiary is not
greater than the aggregate fair market value (as determined in good faith by the
Board of Directors of the Company and the Board of Directors of Parent) of the
Property or assets received by the Company or such Restricted Subsidiary in such
exchange; provided that, with respect to any transaction or series of related
transactions that constitute a Permitted Asset Swap with an aggregate fair
market value in excess of $25.0 million, the Company, prior to consummation
thereof, shall be required to obtain a written opinion from an Independent
Financial Advisor to the effect that such transaction or series of related
transactions are fair from a financial point of view to the Company and
Restricted Subsidiaries, taken as a whole.

                  "Permitted Debt" has the meaning set forth in Section 4.09.

                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in:

                  (a)      the Company, any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary, provided that the primary business of such Restricted
         Subsidiary is a Related Business, including, without limitation, the
         Acquisition and the transactions contemplated thereby,

                  (b)      Temporary Cash Investments,

                  (c)      receivables owing to the Company or a 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 in-

<PAGE>

                                      -23-

         clude such concessionary trade terms as the Company or such Restricted
         Subsidiary deems reasonable under the circumstances,

                  (d)      payroll, travel, commission 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,

                  (e)      loans and advances to employees, directors and
         consultants made in the ordinary course of business consistent with
         past practices of the Company or such Restricted Subsidiary, as the
         case may be, provided that such loans and advances do not exceed $10
         million at any one time outstanding,

                  (f)      stock, obligations or other securities received in
         settlement or good faith compromise of debts created in the ordinary
         course of business and owing to the Company or a Restricted Subsidiary
         or in satisfaction of judgments or pursuant to any plan of
         reorganization or similar arrangement upon the bankruptcy or insolvency
         of a debtor,

                  (g)      any Person to the extent such Investment represents
         the non-cash portion of the consideration received in connection with
         an Asset Sale consummated in compliance with Section 4.12,

                  (h)      the Senior Subordinated Notes and, if issued, any
         Additional Senior Subordinated Notes,

                  (i)      Interest Rate Agreements, Currency Exchange
         Protection Agreements, Hedging Obligations and Commodity Price
         Protection Agreement, in each case, permitted under Section 4.09,

                  (j)      Investments in existence on the date of the indenture
         (including the Existing Notes) and any permitted Refinancing thereof,

                  (k)      a Securitization Entity in connection with a
         Qualified Securitization Transaction, which Investment consists of the
         transfer of Receivables and Related Assets,

                  (l)      in any Person to the extent that the consideration
         for such Investment consists of Capital Stock of the Company,

                  (m)      Investments in prepaid expenses, negotiable
         instruments held for collection and lease utility and worker's
         compensation, performance and other similar deposits provided to third
         parties in the ordinary course of business,

<PAGE>

                                      -24-

                  (n)      other Investments that do not exceed $50 million
         outstanding at any one time in the aggregate,

                  (o)      Investments in joint ventures engaged in a Related
         Business that do not exceed $100 million outstanding at any one time in
         the aggregate,

                  (p)      any Person where such Investment was acquired by the
         Company or any of its Restricted Subsidiaries (1) in exchange for any
         other Investment or accounts receivable held by the Company or any such
         Restricted Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other Investment or accounts receivable or (2) as a result of a
         foreclosure by the Company or any of its Restricted Subsidiaries with
         respect to any secured Investment or such other transfer of title with
         respect to any secured Investment in default,

                  (q)      a Securitization Entity or any Investment by
         Securitization Entity in any other Person, in each case in connection
         with a Qualified Securitization Transaction, provided, however, that
         any Investment in a Securitization Entity in the form of (1) a Purchase
         Money Note; (2) any equity interests; (3) obligations of the
         Securitization Entity to pay the purchase price for assets transferred
         to it; or (4) interests in accounts receivable generated by the Company
         or Restricted Subsidiary and transferred to any Person in connection
         with a Qualified Securitization Transaction or any such Person owning
         such amounts receivable, and

                  (r)      negotiable instruments held for deposit or collection
         in the ordinary course of business.

                  "Permitted Refinancing Debt" means any Debt that Refinances
         any other Debt, including any successive Refinancings, so long as:

                  (a)      such Debt is in an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of:

                           (1)      the aggregate principal amount (or if
                  Incurred with original issue discount, the aggregate accreted
                  value) and any accrued but unpaid interest then outstanding of
                  the Debt being Refinanced, and

                           (2)      an amount necessary to pay any fees and
                  expenses, including premiums, tender and defeasance costs,
                  related to such Refinancing,

                  (b)      in the case of the Refinancing of term Debt, the
         Average Life of such Debt is equal to or greater than the Average Life
         of the Debt being Refinanced,

<PAGE>

                                      -25-

                  (c)      in the case of the Refinancing of term Debt, the
         Stated Maturity of the Debt being Incurred is no earlier than the
         Stated Maturity of the Debt being Refinanced, and

                  (d)      in the case of the Refinancing of Debt of the Company
         or a Subsidiary Guarantor:

                           (1)      the new Debt shall not be senior in right of
                  payment of the Debt being Refinanced; and

                           (2)      if the Debt being Refinanced constitutes
                  Subordinated Obligations of the Company or a Subsidiary
                  Guarantor, the new Debt shall be subordinated to the Senior
                  Subordinated Notes or the relevant Guarantee, as applicable,
                  at least to the same extent as the Subordinated Obligations;

provided, however, that Permitted Refinancing Debt shall not include:

                  (x)      Debt of a Restricted Subsidiary (other than a
         Subsidiary Guarantor) that Refinances Debt of the Company or a
         Subsidiary Guarantor, or

                  (y)      Debt of the Company or a Restricted Subsidiary that
         Refinances Debt of an Unrestricted Subsidiary.

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

                  "Physical Notes" means certificated Senior Subordinated Notes
in registered form in substantially the form set forth in Exhibit A.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect 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 any
other class of Capital Stock issued by such Person.

                  "Preferred Stock Dividends" means all dividends with respect
to Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary.

                  "Prepayment Offer" has the meaning set forth in Section
4.12(d).

<PAGE>

                                      -26-

                  "Private Placement Legend" means the legend initially set
forth on the Rule 144A Senior Subordinated Notes and Other Senior Subordinated
Notes that are Restricted Senior Subordinated Notes in the form set forth in
Exhibit B.

                  "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof a calculation performed in
accordance with the terms of the indenture and (to the extent not conflicting
with such terms) Article 11 of Regulation S-X promulgated under the Securities
Act (as in effect on the Issue Date).

                  "Pro Forma Consolidated Interest Expense" means, with respect
to any period, Consolidated Interest Expense adjusted (without duplication) to
give pro forma effect to any Incurrence of Debt that remains outstanding at the
end of the period or any Repayment of Debt since the beginning of the relevant
period as if such Incurrence or Repayment had occurred on the first day of such
period.

                  If any Debt bears a floating or fluctuating rate of interest
and is being given pro forma effect, the interest expense on such Debt shall be
calculated as if the base interest rate in effect for such floating or
fluctuating rate of interest on the date of determination were in effect for the
whole period (taking into account any Interest Rate Agreement applicable to such
Debt if such Interest Rate Agreement had when entered into a term of at least 12
months or, if shorter, the term of the Debt). In the event the Capital Stock of
any Restricted Subsidiary is sold during the period, the Company shall be deemed
to have Repaid during such period the Debt of such Restricted Subsidiary to the
extent the Company and its continuing Restricted Subsidiaries are no longer
liable for such Debt after such sale.

                  "Pro Forma EBITDA" means, for any period, the EBITDA of the
Company and its consolidated Restricted Subsidiaries after making the following
adjustments:

                  (a)      pro forma effect shall be given to any Asset Sales or
         Investment (by merger or otherwise) in any Restricted Subsidiary (or
         any Person which becomes a Restricted Subsidiary) or any other
         acquisition of Property at any time on or subsequent to the first day
         of the period and on or prior to the date of determination as if such
         Asset Sale, Investment or other acquisition had occurred on the first
         day of the period. Any such pro forma calculations may include
         operating expense reductions (net of associated expenses) for such
         period resulting from the acquisition or other Investment which is
         being given pro forma effect that would be permitted pursuant to Rule
         11-02 of Regulation S-X under the Securities Act (as in effect on the
         Issue Date). In addition, since the beginning of the period, if any
         Person that subsequently became a Restricted Subsidiary or was merged
         with or into the Company or any Restricted Subsidiary since the
         beginning of the period shall have made any Investment in any Person or
         made any acquisition, disposition, merger or consolidation that would
         have required adjustment pursuant to this definition, then Pro Forma
         EBITDA shall be calculated

<PAGE>

                                      -27-

         giving pro forma effect thereto for such period as if such Investment,
         acquisition, disposition, merger or consolidation had occurred at the
         beginning of the applicable period; and

                  (b)      in the event that pro forma effect is being given to
         any Repayment of Debt, Pro Forma EBITDA for such period shall be
         calculated as if the Company or such Restricted Subsidiary had not
         earned any interest income actually earned during such period in
         respect of the funds used to Repay such Debt.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                  "Purchase Date" has the meaning set forth in Section 4.12(f).

                  "Purchase Money Debt" means Debt secured by a Lien:

                  (a)      consisting of the deferred purchase price of
         Property, conditional sale obligations, obligations under any title
         retention agreement, other purchase money obligations and obligations
         in respect of industrial revenue bonds, in each case where the maturity
         of such Debt does not exceed the anticipated useful life of the
         Property being financed, and

                  (b)      Incurred to finance the acquisition, construction or
         lease by the Company or a Restricted Subsidiary of such Property,
         including additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, completion of the construction or lease of such Property by the
Company or such Restricted Subsidiary.

                  "Qualified Equity Offering" means any public or private
offering for cash of Capital Stock (other than Disqualified Stock) of Parent or
RHD other than (i) public offerings of Capital Stock registered on Form S-8 or
(ii) other issuances upon the exercise of options of employees of Parent, RHD or
any of their respective Subsidiaries.

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

<PAGE>

                                      -28-

                  "Qualified Securitization Transaction" means any transaction
or series of transactions that may be entered into by the Company or any
Restricted Subsidiary pursuant to which the Company or any Restricted Subsidiary
may sell, convey or otherwise transfer to (a) a Securitization Entity (in the
case of a transfer by the Company or of any Restricted Subsidiary) and (b) any
other Person (in the case of a transfer by a Securitization Entity), or may
grant a security interest in, Receivables and Related Assets.

                  "Receivables and Related Assets" means any account receivable
(whether now existing or arising thereafter) of the Company or any Restricted
Subsidiary, and any assets related thereto including all collateral securing
such accounts receivable, all contracts and contract rights 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 interest are customarily granted in connection with
asset securitization transaction involving accounts receivable.

                  "Redemption Date" when used with respect to any Senior
Subordinated Note to be redeemed pursuant to paragraph 5 of the Senior
Subordinated Notes means the date fixed for such redemption pursuant to the
terms of the Senior Subordinated Notes.

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

                  "Registrar" has the meaning set forth in Section 2.04.

                  "Registration Rights Agreement" means the registration rights
agreement, dated the Issue Date, among RHD, Parent, R.H. Donnelley APIL, Inc.,
R.H. Donnelley CD Inc., Get Digital Smart.com, Inc., R.H. Donnelley
Acquisitions, Inc. and the Initial Purchasers.

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

                  "Regulation S Global Note" has the meaning set forth in
Section 2.16.

                  "Regulation S Notes" has the meaning set forth in Section
2.02.

                  "Related Business" means any business that is related,
ancillary or complementary to the business of RHD or any of its Subsidiaries on
the Issue Date or any reasonable extension, development or expansion of the
business of RHD or its Subsidiaries, including the businesses acquired pursuant
to the Acquisition.

                  "Release" means the release of the Escrowed Property pursuant
to the Escrow Agreement.

<PAGE>

                                      -29-

                  "Release Time" has the meaning set forth in Section 3(a) of
the Escrow Agreement.

                  "Release Date Supplemental Indenture" has the meaning set
forth in Section 8.01.

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment"
and "Repaid" shall have correlative meanings.

                  "Representative" means the indenture trustee or other trustee,
agent or representative in respect of any Designated Senior Debt; provided that
if, and for so long as, any Designated Senior Debt lacks such a representative,
then the Representative for such Designated Senior Debt shall at all times
constitute the holders of a majority in outstanding principal amount of such
Designated Senior Debt in respect of any Designated Senior Debt.

                  "Required Filing Dates" has the meaning set forth in Section
4.18.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer in the Corporate Trust Office of the Trustee including
any vice president, assistant vice president or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, and to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

                  "Restricted Global Notes" has the meaning set forth in Section
2.16.

                  "Restricted Payment" means:

                  (a)      any dividend or distribution (whether made in cash,
         securities or other Property) declared or paid by the Company or any
         Restricted Subsidiary on or with respect to any shares of Capital Stock
         of Parent, the Company or any Restricted Subsidiary, except for any
         dividend or distribution that is made solely to the Company or a
         Restricted Subsidiary (and, if such Restricted Subsidiary is not a
         Wholly Owned Restricted Subsidiary, to the other shareholders of such
         Restricted Subsidiary on a pro rata basis or on a basis that results in
         the receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis) or any dividend or distribution payable solely in shares of
         Capital Stock (other than Disqualified Stock) of the Company or in
         options, warrants or other rights to acquire shares of Capital Stock
         (other than Disqualified Stock) of the Company;

<PAGE>

                                      -30-

                  (b)      the purchase, repurchase, redemption, acquisition or
         retirement for value of any Capital Stock of Parent, the Company or any
         Restricted Subsidiary (other than from the Company or a Restricted
         Subsidiary or any entity that becomes a Restricted Subsidiary as a
         result of such transactions) or securities exchangeable for or
         convertible into any such Capital Stock, including the exercise of any
         option to exchange any Capital Stock (other than for or into Capital
         Stock of the Company that is not Disqualified Stock);

                  (c)      the purchase, repurchase, redemption, acquisition or
         retirement for value, prior to the date for any scheduled maturity,
         sinking fund or amortization or other installment payment, of any
         Subordinated Obligation (other than the purchase, repurchase or other
         acquisition of any Subordinated Obligation purchased in anticipation of
         satisfying a scheduled maturity, sinking fund or amortization or other
         installment obligation, in each case due within one year of the date of
         acquisition);

                  (d)      any Investment (other than Permitted Investments and
         guarantees by Restricted Subsidiaries of Debt Incurred pursuant to
         Section 4.09) in any Person; or

                  (e)      the issuance, sale or other disposition of Capital
         Stock of any Restricted Subsidiary to a Person (other than the Company
         or another Restricted Subsidiary) if the result thereof is that such
         Restricted Subsidiary shall cease to be a Subsidiary of the Company, in
         which event the amount of such "Restricted Payment" shall be the Fair
         Market Value of the remaining interest, if any, in such former
         Restricted Subsidiary held by the Company and the other Restricted
         Subsidiaries.

                  "Restricted Period" has the meaning set forth in Section 2.07.

                  "Restricted Senior Subordinated Note" has the same meaning as
"Restricted Security" set forth in Rule 144(a)(3) promulgated under the
Securities Act; provided that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Counsel with respect to whether any Senior
Subordinated Note is a Restricted Senior Subordinated Note.

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

                  "Revenue Participation Agreement" means the revenue
participation agreement dated August 19, 1997 by and between Apil Partners
Partnership, an Illinois general partnership and Parent.

                  "RHD" means R.H. Donnelley Inc., a Delaware corporation.

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

<PAGE>

                                      -31-

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

                  "Rule 144A Senior Subordinated Notes" has the meaning set
forth in Section 2.02.

                  "SEC" means the U.S. Securities and Exchange Commission.

                  "Securities Account Control Agreement" means the securities
account control agreement dated the Issue Date among Finance Corp., the
Securities Intermediary and the Trustee relating to the Escrow Agreement.

                  "Securities Act" means the U.S. Securities Act of 1933.

                  "Securitization Entity" means a Wholly Owned Restricted
Subsidiary (or a Wholly Owned Subsidiary of 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 Receivables and Related Assets) that
engages in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors of the Company (as
provided below) as a Securitization Entity and:

                  (a)      no portion of the Debt or any other obligations
         (contingent or otherwise) of which:

                           (1)      is guaranteed by the Company or any
                  Restricted Subsidiary (excluding guarantees (other than the
                  principal of, and interest on, Debt) pursuant to Standard
                  Securitization Undertakings);

                           (2)      is recourse to or obligates the Company or
                  any Restricted Subsidiary (other than such Securitization
                  Entity) in any way other than pursuant to Standard
                  Securitization Undertakings; or

                           (3)      subjects any Property or asset of the
                  Company or any Restricted Subsidiary (other than such
                  Securitization Entity), directly or indirectly, contingently
                  or otherwise, to the satisfaction thereof, other than pursuant
                  to Standard Securitization Undertakings;

                  (b)      with which neither the Company nor any Restricted
         Subsidiary (other than such Securitization Entity) has any material
         contract, agreement, arrangement or understanding other than on terms
         no less favorable to the Company or such Restricted Subsidiary than
         those that might be obtained at the time from Persons that are not
         Affiliates of the Company, other than fees payable in the ordinary
         course of business in connection with servicing accounts receivable of
         such entity; and

<PAGE>

                                      -32-

                  (c)      to which neither the Company nor any Restricted
         Subsidiary (other than such Securitization Entity) has any obligation
         to maintain or preserve such entity's financial condition or cause such
         entity to achieve certain levels of operating results.

                  Any designation of a Subsidiary as a Securitization Entity
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to the
designation and an Officers' Certificate certifying that the designation
complied with the preceding conditions and was permitted by this Indenture.

                  "Securities Intermediary" has the meaning assigned to such
term in the Escrow Agreement.

                  "Security Documents" means the Escrow Agreement and the
Securities Account Control Agreement.

                  "Senior Debt" means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on any Debt of the Company or a Subsidiary Guarantor, as the case may be,
whether outstanding on the Issue Date or thereafter created, Incurred or assumed
and any amendments, renewals, modifications, extensions, refinancings and
refundings of such Debt, unless, in the case of any particular Debt, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Debt shall not be senior in right of
payment to the Senior Subordinated Debt. Without limiting the generality of the
foregoing, "Senior Debt" shall also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on and all other amounts owing in respect of:

                  (1)      all monetary obligations (including guarantees
         thereof) of every nature of the Company, Parent or a Subsidiary
         Guarantor under the Credit Facility, including, without limitation,
         obligations (including guarantees) to pay principal, premium (if any),
         any interest, reimbursement obligations under letters of credit, fees,
         expenses and indemnities;

                  (2)      all obligations under Interest Rate Agreements
         (including guarantees thereof);

                  (3)      all obligations under Currency Exchange Protection
         Agreements (including guarantees thereof);

<PAGE>

                                      -33-

                  (4)      all obligations under Commodity Price Protection
         Agreements (including guarantees thereof) in each case whether
         outstanding on the Issue Date or thereafter Incurred; and

                  (5)      the Senior Notes (or any guarantees thereof).

Notwithstanding the foregoing, "Senior Debt" shall not include:

                  (1)      any Debt of the Company to a Subsidiary of the
         Company or any Debt of a Subsidiary Guarantor to the Company or another
         Subsidiary of the Company;

                  (2)      any Debt to, or guaranteed on behalf of, any
         director, officer or employee, in such capacities of the Company or any
         Subsidiary of the Company (including, without limitation, amounts owed
         for compensation);

                  (3)      Debt to trade creditors and other amounts Incurred
         (but not under the Credit Facility) in connection with obtaining goods,
         materials or services including, without limitation, accounts payable;

                  (4)      obligations in respect of any Capital Stock,
         including Disqualified Stock;

                  (5)      any liability for federal, state, local or other
         taxes owed or owing by the Company or any Subsidiary Guarantor;

                  (6)      that portion of any Debt Incurred in violation of
         this Indenture;

                  (7)      Debt that, when Incurred and without respect to any
         election under Section 1111(b) of Title 11, United States Code, is
         without recourse to the issuer of such Debt; and

                  (8)      any Debt that is, by its express terms, subordinated
         in right of payment to any other Debt of the Company or a Subsidiary
         Guarantor.

                  "Senior Notes" means the $325 million in aggregate principal
amount of 8-7/8% senior notes due 2010 that are being offered by Finance Corp.
pursuant to the Offering Memorandum.

                  "Senior Notes Escrow Arrangements" means the escrow
arrangements described in Section 3.07.

                  "Senior Subordinated Debt" means (i) with respect to the
Company, the Senior Subordinated Notes, the Existing Senior Subordinated Notes
and any other Debt of the Com-

<PAGE>

                                      -34-

pany that specifically provides that such Debt is to have the same rank as the
Senior Subordinated Notes in right of payment and is not subordinated by its
terms in right of payment to any Debt or other obligation of the Company which
is not Senior Debt and (ii) with respect to any Subsidiary Guarantor, the
Subsidiary Guarantees and any other Debt of such Subsidiary Guarantors that
specifically provides that such Debt is to have the same rank as Guarantees of
the Senior Subordinated Notes in right of payment and is not subordinated by its
terms in right or payment to any Debt or other obligation of such Subsidiary
Guarantor which is not Senior Debt.

                  "Senior Subordinated Notes" means the 10-7/8% Senior
Subordinated Notes due 2012 issued by the Company, including, without
limitation, the Exchange Securities, treated as a single class of securities, as
amended from time to time in accordance with the terms hereof, that are issued
pursuant to this Indenture.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

                  "Special Mandatory Redemption" has the meaning set forth in
Section 3.07.

                  "Special Mandatory Redemption Date" has the meaning set forth
in Section 3.07.

                  "Special Mandatory Redemption Price" means (a)(i) $454,500,000
(which amount is equal to 101% of $450,000,000 of Senior Subordinated Notes plus
(ii) $150,000,000 (which amount is equal to 100% of $150,000,000 of Senior
Subordinated Notes plus (b) the accrued and unpaid interest on the Senior
Subordinated Notes from and including the Issue Date to but excluding the
Special Mandatory Redemption Date.

                  "Special Pro Rata Redemption" has the meaning set forth in
Section 3.11.

                  "Special Pro Rata Redemption Date" has the meaning set forth
in Section 3.11.

                  "Special Pro Rata Redemption Price" has the meaning set forth
in Section 3.11.

                  "Special Pro Rata Redemption Trigger" has the meaning set
forth in Section 3.11.

                  "S&P" has the meaning set forth in the definition of
"Temporary Cash Investments."

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary that are

<PAGE>

                                      -35-

reasonably customary in an accounts receivable securitization transaction,
including, without limitation, servicing of the obligations thereunder.

                  "Stated Maturity" means (a) with respect to any debt security,
the date specified in such security as the fixed date on which the 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 Company unless such
contingency has occurred) and (b) with respect to any scheduled installment of
principal of or interest on any debt security, the date specified in such debt
security as the fixed date on which such installment is due and payable.

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the Senior
Subordinated Notes or such Subsidiary Guarantee pursuant to a written agreement
to that effect (for the avoidance of doubt, the Existing Notes (as in effect on
the Issue Date) shall not be deemed to be Subordinated Obligations).

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                           (a) such Person,

                           (b) such Person and one or more Subsidiaries of such
                  Person, or

                           (c) one or more Subsidiaries of such Person.

                  "Subsidiary Guarantee" means a Guarantee on the terms set
forth in Article Ten of this Indenture by a Subsidiary Guarantor of the
Company's obligations with respect to the Senior Subordinated Notes.

                  "Subsidiary Guarantor" means all of the Subsidiaries of RHD
and all of the Subsidiaries of Parent as of the date of the Release (after
giving effect to the consummation of the Acquisition) and each Restricted
Subsidiary that executes a Subsidiary Guarantee in accordance with Section 4.19,
in each case until such time as such Subsidiary Guarantor shall be released in
accordance with Section 10.03.

                  "Surviving Person" has the meaning set forth in Section 5.01.

<PAGE>

                                      -36-

                  "Temporary Cash Investments" means:

                           (1)      any Government Obligation, maturing not more
                  than one year after the date of acquisition, issued by the
                  United States or an instrumentality or agency thereof, and
                  constituting a general obligation of the United States;

                           (2)      any certificate of deposit, maturing not
                  more than one year after the date of acquisition, issued by,
                  or time deposit of, a commercial banking institution that is a
                  member of the U.S. Federal Reserve System and that has
                  combined capital and surplus and undivided profits of not less
                  than $500 million, whose debt has 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. ("Moody's") or
                  any successor rating agency or "A-1" (or higher) according to
                  Standard & Poor's Ratings Services, a division of The
                  McGraw-Hill Companies, Inc. ("S&P"), or any successor rating
                  agency (or, in the case of foreign Subsidiaries of the
                  Company, any local office of any commercial bank organized
                  under the laws of the relevant jurisdiction or any political
                  subdivision thereof which has a combined capital surplus and
                  undivided profits in excess of $500 million (or the foreign
                  currency equivalent thereof);

                           (3)      commercial paper, maturing not more than one
                  year after the date of acquisition, issued by a corporation
                  (other than an Affiliate or Subsidiary of the Company)
                  organized and existing under the laws of the United States,
                  any state thereof or the District of Columbia with a rating,
                  at the time as of which any investment therein is made, of
                  "P-1" (or higher) according to Moody's or "A-1" (or higher)
                  according to S&P;

                           (4)      any money market deposit accounts issued or
                  offered by a commercial bank organized in the United States
                  having capital and surplus and undivided profits in excess of
                  $500 million; provided that the short-term debt of such
                  commercial bank has a rating, at the time of Investment, of
                  "P-1" (or higher) according to Moody's or "A-1" (or higher)
                  according to S&P;

                           (5)      repurchase obligations and reverse
                  repurchase obligations with a term of not more than 30 days
                  for underlying securities of the types described in clause (1)
                  or (2) entered into with a bank meeting the qualifications
                  described in clause (2) above;

                           (6)      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, or by any political subdivision or taxing
                  authority thereof, and rated at least "A-1" by S&P or "P-1" by
                  Moody's;

<PAGE>

                                      -37-

                           (7)      interests in funds investing substantially
                  all their assets in securities of the types described in
                  clauses (1) through (6); and

                           (8)      interests in mutual funds with a rating of
                  AAA-- or higher that invest all of their assets in short-term
                  securities, instruments and obligations which carry a minimum
                  rating of "A-2" or "P-2" and which are managed by a bank
                  meeting the qualifications in clause (2) above.

                  "Tender Offer" means the tender offer, and related exit
consent solicitation, to repurchase the Existing Notes with certain of the
proceeds of the Senior Subordinated Notes described in the Offering Memorandum.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03).

                  "Transactions" means the Merger, the Release, the consummation
of the Acquisition, the closing of the Credit Facility on the date of the
Release (and the concurrent release of any funds held in escrow under the Credit
Facility), the release of the escrow funds RHD pursuant to the Senior Notes
Escrow Arrangements and the consummation of the private equity investment in
Parent.

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

                  "Unrestricted Subsidiary" means:

                  (a)      any Subsidiary of the Company that at the time of
         determination will be designated as an Unrestricted Subsidiary as
         permitted or required pursuant to Section 4.15 and is not thereafter
         redesignated as a Restricted Subsidiary as permitted pursuant thereto;
         and

                  (b)      any Subsidiary of an Unrestricted Subsidiary.

                  "Voting Stock" of any 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 Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (except directors'
qualifying shares and shares required by applicable law to be held by a person
other than the Company or a Restricted Subsidiary) is

<PAGE>

                                      -38-

at such time owned, directly or indirectly, by the Company and its other Wholly
Owned Subsidiaries.

SECTION 1.02.              Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

                  "indenture securities" means the Senior Subordinated Notes.

                  "indenture securityholder" means a holder or noteholder.

                  "indenture to be qualified" means this Indenture.

                  "obligor on this indenture securities" means the Company, the
         Guarantors or any other obligor on the Senior Subordinated Notes.

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

SECTION 1.03.              Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

                  (2)      "or" is not exclusive;

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

                  (4)      words used herein implying any gender shall apply to
         both genders;

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

                  (6)      unless otherwise specified herein, all accounting
         terms used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial

<PAGE>

                                      -39-

         statements required to be delivered hereunder shall be prepared in
         accordance with GAAP as in effect on the Issue Date;

                  (7)      "$," "U.S. Dollars" and "United States Dollars" each
         refer to United States dollars, or such other money of the United
         States that at the time of payment is legal tender for payment of
         public and private debts; and

                  (8)      whenever in this Indenture there is mentioned, in any
         context, principal, interest or any other amount payable under or with
         respect to any Note, such mention shall be deemed to include mention of
         the payment of Additional Interest to the extent that, in such context,
         Additional Interest, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.              Amount of Notes.

                  The Trustee shall initially authenticate Senior Subordinated
Notes for original issue on the Issue Date in an aggregate principal amount of
$600 million upon a written order of the Company in the form of an Officers'
Certificate of the Company (other than as provided in Section 2.08). The Trustee
shall authenticate additional Senior Subordinated Notes ("Additional Senior
Subordinated Notes") thereafter in unlimited aggregate principal amount (so long
as permitted by the terms of this Indenture, including, without limitation,
Section 4.09) for original issue upon a written order of the Company in the form
of an Officers' Certificate in aggregate principal amount as specified in such
order (other than as provided in Section 2.08). Each such written order shall
specify the amount of Senior Subordinated Notes to be authenticated and the date
on which the Senior Subordinated Notes are to be authenticated.

SECTION 2.02.              Form and Dating.

                  The Senior Subordinated Notes and the Trustee's certificate of
authentication with respect thereto shall be substantially in the form set forth
in Exhibit A, which is incorporated in and forms a part of this Indenture. The
Senior Subordinated Notes may have notations, legends or endorsements required
by law, rule or usage to which the Company is subject. Without limiting the
generality of the foregoing, Senior Subordinated Notes offered and sold to
Qualified Institutional Buyers in reliance on Rule 144A ("Rule 144A Senior
Subordinated Notes") shall bear the legend and include the form of assignment
set forth in Exhibit B, Senior Subordinated Notes offered and sold in offshore
transactions in reliance on Regulation

<PAGE>

                                      -40-

S ("Regulation S Notes") shall bear the legend and include the form of
assignment set forth in Exhibit C. Each Senior Subordinated Note shall be dated
the date of its authentication.

                  The terms and provisions contained in the Senior Subordinated
Notes shall constitute, and are expressly made, a part of this Indenture and, to
the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and
agree to be bound thereby.

                  The Senior Subordinated Notes may be presented for
registration of transfer and exchange at the offices of the Registrar.

SECTION 2.03.              Execution and Authentication.

                  The Senior Subordinated Notes shall be executed on behalf of
the Company by its Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, President or any Vice President. The signature of any of
these officers on the Senior Subordinated Notes may be manual or facsimile.

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

                  No Senior Subordinated Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Senior Subordinated Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Senior Subordinated Note shall be
conclusive evidence, and the only evidence, that such Senior Subordinated Note
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Senior Subordinated Note shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Senior Subordinated Note to the Trustee for cancellation as
provided in Section 2.12, for all purposes of this Indenture such Senior
Subordinated Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

                  The Senior Subordinated Notes shall be issuable only in fully
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.

SECTION 2.04.              Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Senior
Subordinated Notes may be presented for registration of transfer or for exchange
(the "Registrar"), and an office or agency where Senior Subordinated Notes may
be presented for payment (the "Paying

<PAGE>

                                      -41-

Agent") and an office or agency where notices and demands to or upon the
Company, if any, in respect of the Senior Subordinated Notes and this Indenture
may be served. The Registrar shall keep a register of the Senior Subordinated
Notes and of their transfer and exchange. The Company may have one or more
additional Paying Agents. The term "Paying Agent" includes any additional Paying
Agent.

                  The Company shall enter into an appropriate agency agreement,
which shall incorporate the provisions of the TIA, with any Agent that is not a
party to this Indenture. 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, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and Agent for service of notices and demands in connection with the
Senior Subordinated Notes and this Indenture and the Company may change the
Paying Agent without prior notice to the Holders and the Company or any of its
Subsidiaries may act as Paying Agent. The Company or any of its Subsidiaries may
act as Paying Agent.

SECTION 2.05.              Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Senior Subordinated Notes (whether
such money has been paid to it by the Company or any other obligor on the Senior
Subordinated Notes or the Guarantors), and the Company and the Paying Agent
shall notify the Trustee of any default by the Company (or any other obligor on
the Senior Subordinated Notes) in making any such payment. Money held in trust
by the Paying Agent need not be segregated except as required by law and in no
event shall the Paying Agent be liable for any interest on any money received by
it hereunder, provided that if the Company or an Affiliate thereof 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 the Paying
Agent to pay all money held by it to the Trustee and account for any funds
disbursed and the Trustee may at any time during the continuance of any Event of
Default specified in Section 6.01(1) or (2), upon written request to the Paying
Agent, require such Paying Agent to pay forthwith all money so held by it to the
Trustee and to account for any funds disbursed. Upon making such payment, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

<PAGE>

                                      -42-

SECTION 2.06.              Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee 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 the Holders, provided that, as long as the Trustee is the
Registrar, no such list need be furnished.

SECTION 2.07.              Transfer and Exchange.

                  Subject to Sections 2.16 and 2.17, when Senior Subordinated
Notes are presented to the Registrar with a request from the Holder of such
Senior Subordinated Notes to register a transfer or to exchange them for an
equal principal amount of Senior Subordinated Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Senior Subordinated Note presented or surrendered for registration of transfer
or exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorneys duly authorized in writing. To permit
registrations of transfers and exchanges, the Company shall issue and execute
and the Trustee shall authenticate new Senior Subordinated Notes (and the
Subsidiary Guarantors shall execute the guarantee thereon) evidencing such
transfer or exchange at the Registrar's request. No service charge shall be made
to the Holder for any registration of transfer or exchange. The Company may
require from the Holder payment of a sum sufficient to cover any transfer taxes
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be responsible
for the payment of such taxes). The Registrar shall not be required to exchange
or register a transfer of any Senior Subordinated Note for a period of 15 days
immediately preceding the redemption of Senior Subordinated Notes, except the
unredeemed portion of any Senior Subordinated Note being redeemed in part.

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

                  Except as expressly provided herein, neither the Trustee nor
the Registrar shall have any duty to monitor the Company's compliance with or
have any responsibility with respect to the Company's compliance with any
Federal or state securities laws.

<PAGE>

                                      -43-

SECTION 2.08.              Replacement Senior Subordinated Notes.

                  If a mutilated Senior Subordinated Note is surrendered to the
Registrar or the Trustee, or if the Holder of a Senior Subordinated Note claims
that the Senior Subordinated Note has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement Senior
Subordinated Note (and the Guarantors shall execute the guarantee thereon) if
the Holder of such Senior Subordinated Note furnishes to the Company and the
Trustee evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Senior Subordinated Note and if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in
effect on the date of this Indenture are met. If required by the Trustee or the
Company, an indemnity bond shall be posted, sufficient in the judgment of all to
protect the Company, the Subsidiary Guarantors, the Trustee or any Paying Agent
from any loss that any of them may suffer if such Senior Subordinated Note is
replaced. The Company may charge such Holder for the Company's reasonable
out-of-pocket expenses in replacing such Senior Subordinated Note and the
Trustee may charge the Company for the Trustee's expenses (including, without
limitation, attorneys' fees and disbursements) in replacing such Senior
Subordinated Note. Every replacement Senior Subordinated Note shall constitute a
contractual obligation of the Company.

SECTION 2.09.              Outstanding Senior Subordinated Notes.

                  The Senior Subordinated Notes outstanding at any time are all
Senior Subordinated Notes that have been authenticated by the Trustee except for
(a) those canceled by it, (b) those delivered to it for cancellation, (c) to the
extent set forth in Sections 9.01 and 9.02, on or after the date on which the
conditions set forth in Section 9.01 or 9.02 have been satisfied, those Senior
Subordinated Notes theretofore authenticated and delivered by the Trustee
hereunder and (d) those described in this Section 2.09 as not outstanding.
Subject to Section 2.10, a Senior Subordinated Note does not cease to be
outstanding because the Company or one of its Affiliates holds the Senior
Subordinated Note.

                  If a Senior Subordinated Note is replaced pursuant to Section
2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Senior Subordinated Note is held by a bona fide
purchaser in whose hands such Senior Subordinated Note is a legal, valid and
binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date, money sufficient to pay all accrued interest and principal with
respect to the Senior Subordinated Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Senior Subordinated Notes
cease to be outstanding and interest on them ceases to accrue.

<PAGE>

                                      -44-

SECTION 2.10.              Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Senior Subordinated Notes have concurred in any declaration of
acceleration or notice of default or direction, waiver or consent or any
amendment, modification or other change to this Indenture, Senior Subordinated
Notes owned by the Company or any other Affiliate of the Company shall be
disregarded as though they were not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent or any amendment, modification or other change to
this Indenture, only Senior Subordinated Notes as to which a Responsible Officer
of the Trustee has actually received an Officers' Certificate stating that such
Senior Subordinated Notes are so owned shall be so disregarded. Senior
Subordinated Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee established to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Senior Subordinated Notes and that
the pledgee is not an Issuer, a Guarantor, any other obligor on the Senior
Subordinated Notes or any of their respective Affiliates.

SECTION 2.11.              Temporary Senior Subordinated Notes.

                  Until definitive Senior Subordinated Notes are prepared and
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Senior Subordinated Notes. Temporary Senior Subordinated Notes shall
be substantially in the form of definitive Senior Subordinated Notes but may
have variations that the Company considers appropriate for temporary Senior
Subordinated Notes. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Senior Subordinated Notes in exchange
for temporary Senior Subordinated Notes. Until such exchange, temporary Senior
Subordinated Notes shall be entitled to the same rights, benefits and privileges
as definitive Senior Subordinated Notes.

SECTION 2.12.              Cancellation.

                  The Company at any time may deliver Senior Subordinated Notes
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Senior Subordinated Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all
Senior Subordinated Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall deliver such canceled Senior
Subordinated Notes to the Company. The Company may not reissue or resell, or
issue new Senior Subordinated Notes to replace, Senior Subordinated Notes that
the Company has redeemed or paid, or that have been delivered to the Trustee for
cancellation.

<PAGE>

                                      -45-

SECTION 2.13.              Defaulted Interest.

                  If the Company defaults on a payment of interest on the Senior
Subordinated Notes, it shall pay the defaulted interest, plus (to the extent
permitted by law) any interest payable on the defaulted interest, in accordance
with the terms hereof, to the Persons who are Holders on a subsequent special
record date, which date shall be at least five Business Days prior to the
payment date. The Company shall fix such special record date and payment date in
a manner satisfactory to the Trustee. At least 10 days before such special
record date, the Company shall mail to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest, and
interest payable on defaulted interest, if any, to be paid. The Company may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements (if applicable) of any securities exchange on which the
Senior Subordinated Notes may be listed and, upon such notice as may be required
by such exchange, if, after written notice given by the Company to the Trustee
of the proposed payment pursuant to this sentence, such manner of payment shall
be deemed practicable by the Trustee.

SECTION 2.14.              CUSIP Number.

                  The Company in issuing the Senior Subordinated Notes may use a
"CUSIP" number, and if so, such CUSIP number shall be included in notices of
redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Senior Subordinated
Notes, and that reliance may be placed only on the other identification numbers
printed on the Senior Subordinated Notes. The Company shall promptly notify the
Trustee of any such CUSIP number used by the Company in connection with the
issuance of the Senior Subordinated Notes and of any change in the CUSIP number.

SECTION 2.15.              Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depository or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Global Notes represented thereby. The principal and interest on Physical Notes
shall be payable, either in person or by mail, at the office of the Paying
Agent.

<PAGE>

                                      -46-

SECTION 2.16.              Book-Entry Provisions for Global Notes.

                  (a)      Rule 144A Senior Subordinated Notes shall be
represented by one or more Notes in registered, global form without interest
coupons (collectively, the "Restricted Global Notes"). Regulation S Notes
initially shall be represented by one or more Notes in registered, global form
without interest coupons (collectively, the "Regulation S Global Note," and,
together with the Restricted Global Note and any other global notes representing
Notes, the "Global Notes"). The Global Notes shall bear legends as set forth in
Exhibit D. The Global Notes initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, in each case for credit to an
account of an Agent Member (or, in the case of the Regulation S Global Notes, of
Euroclear System ("Euroclear") and Clearstream Banking Luxembourg
("Clearstream")), (ii) be delivered to the Trustee as custodian for such
Depository and (iii) bear legends as set forth in Exhibit B with respect to
Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes.

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

                  (b)      Transfers of Global Notes shall be limited to
transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17. In addition, a
Global Note shall be exchangeable for Physical Notes if (i) the Depository (x)
notifies the Company that it is unwilling or unable to continue as depository
for such Global Note or (y) has ceased to be a clearing agency registered under
the Exchange Act and with respect to (x) or (y) the Company thereupon fails to
appoint a successor depository within 90 days of such notice or cessation, (ii)
the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of such Physical Notes in exchange for any or all of Senior
Subordinated Notes represented by the Global Notes or (iii) there shall have
occurred and be continuing an Event of Default with respect to the Senior
Subordinated Notes. In all cases, Physical Notes delivered in exchange for any
Global Note or beneficial interests therein shall be registered in the names,
and issued in any approved denominations, requested by or on behalf of the
Depository (in accordance with its customary procedures).

<PAGE>

                                      -47-

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any Global Note to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes
are to be issued) reflect on its books and records the date and a decrease in
the principal amount of the Global Note in an amount equal to the principal
amount of the beneficial interest in the Global Note to be transferred, and the
Company shall execute, and the Trustee shall upon receipt of a written order
from the Company authenticate and make available for delivery, one or more
Physical Notes of like tenor and amount.

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

                  (e)      Any Physical Note constituting a Restricted Senior
Subordinated Note delivered in exchange for an interest in a Global Note
pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by
paragraphs (a) and (c) of Section 2.17, bear the Private Placement Legend or, in
the case of the Regulation S Global Note, the legend set forth in Exhibit C, in
each case, unless the Company determine otherwise in compliance with applicable
law.

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

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

SECTION 2.17.              Special Transfer Provisions.

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

<PAGE>

                                      -48-

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

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

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

                  (i)      the Registrar shall register the transfer of any
         Senior Subordinated Note constituting a Restricted Senior Subordinated
         Note whether or not such Senior Subordinated Note bears the Private
         Placement Legend, if (x) the requested transfer is after the second
         anniversary of the Issue Date (provided, however, that neither the
         Company nor any Affiliate of the Company has held any beneficial
         interest in such Senior Subordinated Note, or portion thereof, at any
         time on or prior to the second anniversary of the Issue Date) or (y)(1)
         in the case of a transfer to an Institutional Accredited Investor which
         is not a QIB (excluding Non-U.S. Persons), the proposed transferee has
         delivered to the Registrar a certificate substantially in the form of
         Exhibit G hereto and any legal opinions and certifications required
         thereby or (2) in the case of a transfer to a Non-U.S. Person, the
         proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit E hereto; and

                  (ii)     if the proposed transferor is a Participant holding a
         beneficial interest in the Global Note, upon receipt by the Registrar
         of (x) the certificate, if any, required by Section 2.17(b)(i) and (y)
         written instructions given in accordance with the Deposi-

<PAGE>

                                      -49-

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

                           (iii)    in the case of a transfer to a Non-U.S.
Person, if the proposed transferee is a Participant, and the Senior Subordinated
Notes to be transferred consist of Physical Notes which after transfer are to be
evidenced by an interest in a Regulation S Global Note, upon receipt by the
Registrar of written instructions given in accordance with the Depositary's and
the Registrar's procedures, the Registrar shall reflect on its books and records
the date and an increase in the principal amount of such Regulation S Global
Note in an amount equal to the principal amount of Physical Notes to be
transferred, and the Trustee shall cancel the Physical Notes so transferred.

                  (c)      Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Senior Subordinated Notes not bearing the
Private Placement Legend, the Registrar shall deliver Senior Subordinated Notes
that do not bear the Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Senior Subordinated Notes bearing the
Private Placement Legend, the Registrar shall deliver only Senior Subordinated
Notes that bear the Private Placement Legend unless (i) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (ii) such Senior Subordinated Note has been sold pursuant
to an effective registration statement under the Securities Act and the
Registrar has received an Officers' Certificate from the Company to such effect
or (iii) the requested transfer is after the second anniversary of the Issue
Date (provided, however, that neither the Company nor an Affiliate of the
Company has held any beneficial interest in such Senior Subordinated Note or
portion thereof at any time since the Issue Date).

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

                  (e)      Certain Transfers in Connection with and After the
Exchange Offer under the Registration Rights Agreement. Notwithstanding any
other provision of this Indenture:

<PAGE>

                                      -50-

                  (i)      no Exchange Securities may be exchanged by the Holder
         thereof for a Senior Subordinated Note issued on the Issue Date;

                  (ii)     accrued and unpaid interest on the Senior
         Subordinated Notes issued on the Issue Date being exchanged in the
         Exchange Offer shall be due and payable on the next Interest Payment
         Date for the Exchange Securities following the Exchange Offer and shall
         be paid to the Holder on the relevant record date of the Exchange
         Securities issued in respect of the Senior Subordinated Note issued on
         the Issue Date being exchanged; and

                  (iii)    interest on the Senior Subordinated Note issued on
         the Issue Date being exchanged in the Exchange Offer shall cease to
         accrue on the date of completion of the Exchange Offer and interest on
         the Exchange Securities to be issued in the Exchange Offer shall accrue
         from the date of the completion of the Exchange Offer.

                  The Registrar shall retain for a period of two years copies of
all letters, notices and other written communications received pursuant to
Section 2.16 or this Section 2.17. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable notice to the Registrar.

SECTION 2.18.              Computation of Interest.

                  Interest on the Senior Subordinated Notes shall be computed on
the basis of a 360-day year of twelve 30-day months and actual days elapsed.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.              Election To Redeem; Notices to Trustee.

                  If the Company elects to redeem Senior Subordinated Notes
pursuant to paragraph 5 of the Senior Subordinated Notes, at least 30 days prior
to the Redemption Date (unless a shorter notice shall be agreed to in writing by
the Trustee) but not more than 60 days before the Redemption Date, the Company
shall notify the Trustee in writing of the Redemption Date, the principal amount
of Senior Subordinated Notes to be redeemed and the redemption price, and
deliver to the Trustee, no later than two Business Days prior to the Redemption
Date, an Officers' Certificate stating that such redemption will comply with the
conditions contained in paragraph 5 of the Senior Subordinated Notes. Notice
given to the Trustee pur-

<PAGE>

                                      -51-

suant to this Section 3.01 may not be revoked after the time that notice is
given to Holders pursuant to Section 3.03.

SECTION 3.02.              Selection by Trustee of Senior Subordinated Notes To
                           Be Redeemed.

                  The Trustee shall select the Senior Subordinated Notes to be
redeemed, if the Senior Subordinated Notes are then listed on a national
securities exchange, in accordance with the rules of such exchange or, if the
Senior Subordinated Notes are not so listed, either on a pro rata basis or by
lot, or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate; provided that, in the case of a redemption pursuant to
paragraphs 5 and 7 of the Senior Subordinated Notes, the Trustee shall select
the Senior Subordinated Notes only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to procedures of the Depository). The
Trustee shall promptly notify the Company of the Senior Subordinated Notes
selected for redemption and, in the case of any Senior Subordinated Notes
selected for partial redemption, the principal amount thereof to be redeemed.
The Trustee may select for redemption portions of the principal of the Senior
Subordinated Notes that have denominations larger than $1,000. For redemptions
pursuant to paragraphs 5 and 7 of the Senior Subordinated Notes, Senior
Subordinated Notes and portions thereof the Trustee selects shall be redeemed in
amounts of $1,000 or whole multiples of $1,000. For all purposes of this
Indenture unless the context otherwise requires, provisions of this Indenture
that apply to Senior Subordinated Notes called for redemption also apply to
portions of Senior Subordinated Notes called for redemption. In the event the
Company is requested to make a Change of Control Offer or Offer to Purchase and
the amounts available for any such offer is not evenly divisible by $1,000, the
Trustee shall promptly refund to the Company any remaining funds, which in no
event shall exceed $1,000.

SECTION 3.03.              Notice of Redemption.

                  At least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Senior Subordinated Notes to be
redeemed at his or her last address as the same appears on the registry books
maintained by the Registrar pursuant to Section 2.04.

                  The notice shall identify the Senior Subordinated Notes to be
redeemed (including the CUSIP numbers thereof) and shall state:

                  (1)      the Redemption Date;

                  (2)      the appropriate calculation of the redemption price;

<PAGE>

                                      -52-

                  (3)      if fewer than all outstanding Senior Subordinated
         Notes are to be redeemed in part, the portion of the principal amount
         of such Senior Subordinated Note to be redeemed and that, after the
         Redemption Date and upon surrender of such Senior Subordinated Note, a
         new Senior Subordinated Note or Senior Subordinated Notes in principal
         amount equal to the unredeemed portion will be issued;

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

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

                  (6) that unless the Company defaults in making the redemption
         payment, interest on Senior Subordinated Notes called for redemption
         ceases to accrue on and after the Redemption Date;

                  (7)      whether subsection (a) or (b) of the Senior
         Subordinated Notes is the provision of the Senior Subordinated Notes
         pursuant to which the redemption is occurring; and

                  (8)      the aggregate principal amount of Senior Subordinated
         Notes that are being redeemed.

                  At the Company's written request made at least five Business
Days prior to the date on which notice is to be given, the Trustee shall give
the notice of redemption in the Company's name and at the Company's sole
expense.

SECTION 3.04.              Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, Senior Subordinated Notes called for redemption become due and payable
on the Redemption Date and at the redemption price, including any premium, plus
interest accrued to the Redemption Date. Upon surrender to the Paying Agent,
such Senior Subordinated Notes shall be paid at the redemption price, including
any premium, plus interest accrued to the Redemption Date; provided 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 Holder of the
redeemed Senior Subordinated Notes registered on the relevant record date; and
provided, further, that if a Redemption Date is a Legal Holiday, payment shall
be made on the next succeeding Business Day and no interest shall accrue for the
period from such Redemption Date to such succeeding Business Day. Such notice,
if mailed in the manner provided in Section 3.03 shall be conclusively presumed
to have been given whether or not the Holder receives such notice.

<PAGE>

                                      -53-

SECTION 3.05.              Deposit of Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of, including
premium, if any, and accrued interest on all Senior Subordinated Notes to be
redeemed on that date other than Senior Subordinated Notes or portions thereof
called for redemption on that date which have been delivered by the Company to
the Trustee for cancellation.

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of, including premium, if any, and accrued interest on
Senior Subordinated Notes called for redemption shall have been made available
in accordance with the immediately preceding paragraph, the Senior Subordinated
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Senior Subordinated Notes will be to receive payment of the
redemption price of and, subject to the first proviso in Section 3.04, accrued
and unpaid interest on such Senior Subordinated Notes to the Redemption Date. If
any Senior Subordinated Note surrendered for redemption shall not be so paid,
interest will be paid, from the Redemption Date until such redemption payment is
made, on the unpaid principal of the Senior Subordinated Note and any interest
not paid on such unpaid principal, in each case at the rate and in the manner
provided in the Senior Subordinated Notes.

SECTION 3.06.              Senior Subordinated Notes Redeemed in Part.

                  Upon surrender of a Senior Subordinated Note that is redeemed
in part, the Company shall execute and the Trustee shall authenticate for the
Holder thereof a new Senior Subordinated Note equal in principal amount to the
unredeemed portion of the original Senior Subordinated Note in the name of the
Holder upon cancellation of the original Senior Subordinated Note surrendered
except that if a Global Note is so surrendered, the Company shall execute and
the Trustee shall authenticate and deliver to the Depository, a new Global Note
in denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Note so surrendered.

SECTION 3.07.              Special Mandatory Redemption; Notices to Trustee and
                           Securities Intermediary.

                  If the Merger and Release have not occurred on or before 5:00
p.m., New York City time, on the Deadline, the Company will, on a Business Day
not more than ten Business Days following the Deadline (the "Special Mandatory
Redemption Date"), notify the Trustee thereof and deliver to the Trustee an
Officers' Certificate stating that such redemption will comply with the
conditions contained in paragraph 6 of the Senior Subordinated Notes (the
"Special Mandatory Redemption") and setting forth the Special Mandatory
Redemption Price applicable to such Special Mandatory Redemption (provided that
the Special Mandatory Re-

<PAGE>

                                      -54-

demption Price shall be allocated among all Holders on a pro rata basis).
Simultaneously with the giving of such notice by the Company to the Trustee, the
Company shall notify the Securities Intermediary thereof pursuant to Section
3(a) of the Escrow Agreement.

SECTION 3.08.              Notice of Special Mandatory Redemption to Holders.

                  Notice of the Special Mandatory Redemption will be promptly
mailed by first class mail by the Company to each Holder of Senior Subordinated
Notes at his or her last address as the same appears on the registry books
maintained by the Registrar pursuant to Section 2.04.

                  The notice shall state that all the Senior Subordinated Notes
will be redeemed (including the CUSIP numbers thereof) and shall state:

                  (1)      the Special Mandatory Redemption Date;

                  (2)      the Special Mandatory Redemption Price;

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

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

                  (5)      that unless the Company defaults in making the
         redemption payment, interest on the Senior Subordinated Notes ceases to
         accrue on and after the Special Mandatory Redemption Date; and

                  (6)      that paragraph 6 of the Senior Subordinated Notes is
         the provision pursuant to which the Senior Subordinated Notes are being
         redeemed.

SECTION 3.09.              Effect of Notice of Special Mandatory Redemption.

                  Once the notice of redemption described in Section 3.08 is
mailed, the Senior Subordinated Notes will become due and payable on the Special
Mandatory Redemption Date at the Special Mandatory Redemption Price. Upon
surrender to the Paying Agent, the Senior Subordinated Notes shall be paid at
the Special Mandatory Redemption Price.

SECTION 3.10.              Deposit of Special Mandatory Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on the Special
Mandatory Redemption Date, the Company shall direct the Securities Intermediary,
pursuant to Section 3(a) of the Escrow Agreement, to deposit with the Paying
Agent the applicable Special Mandatory Redemption Price.

<PAGE>

                                      -55-

                  On and after the Special Mandatory Redemption Date, if money
sufficient to pay the applicable Special Mandatory Redemption Price shall have
been made available in accordance with the immediately preceding paragraph, the
Senior Subordinated Notes will cease to accrue interest and the only right of
the Holders of the Senior Subordinated Notes will be to receive payment of the
Special Mandatory Redemption Price. If any Senior Subordinated Note surrendered
for redemption shall not be so paid, interest will be paid, from the Special
Mandatory Redemption Date until such redemption payment is made, on the unpaid
principal of the Senior Subordinated Note and any interest not paid on such
unpaid principal, in each case at the rate and in the manner provided in the
Senior Subordinated Notes.

SECTION 3.11.              Special Pro Rata Redemption; Notices to Trustee and
                           Securities Intermediary.

         If the Tender Offer shall not have been consummated (the "Special Pro
Rata Redemption Trigger"), then, on a Business Day designated by the Company
within ten Business Days of the Release (the "Special Pro Rata Redemption
Date"), $150.0 million of Senior Subordinated Notes shall be redeemed (the
"Special Pro Rata Redemption") at a redemption price equal to 100% of the
principal amount of such Senior Subordinated Notes, plus accrued and unpaid
interest thereon from and including the Issue Date to but excluding the Special
Pro Rata Redemption Date (the "Special Pro Rata Redemption Price"). The Special
Pro Rata Redemption shall occur on a pro rata basis among the Holders of the
Senior Subordinated Notes, as set forth in Section 3.02, provided that as to
each Holder, the Special Pro Rata Redemption shall be in an amount that is an
integral multiple of $1,000. Upon the Release, the Company shall notify,
pursuant to Section 3(g)(i) of the Escrow Agreement, each of the Trustee and the
Securities Intermediary of the Special Pro Rata Redemption setting forth in such
notice the Special Pro Rata Redemption Price applicable to the Special Pro Rata
Redemption.

SECTION 3.12.              Notice of Special Pro Rata Redemption to Holders.

         Within two Business Days of the Special Pro Rata Redemption Trigger,
notice of the Special Pro Rata Redemption will be promptly mailed by first class
mail by the Company to each Holder of Senior Subordinated Notes at his or her
last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.04.

         The notice shall state:

                  (1)      the CUSIP numbers of the Senior Subordinated Notes to
         be redeemed pursuant to the Special Pro Rata Redemption (the "Special
         Pro Rata Notes");

                  (2)      the Special Pro Rata Redemption Date;

                  (3)      the Special Pro Rata Redemption Price;

<PAGE>

                                      -56-

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

                  (5)      that Senior Subordinated Notes being redeemed must be
         surrendered to the Paying Agent to collect the redemption price;

                  (6)      that paragraph 7 of the Senior Subordinated Notes is
         the provision pursuant to which the Senior Subordinated Notes are being
         redeemed.

SECTION 3.13.              Effect of Notice of Special Pro Rata Redemption.

                  Once the notice of redemption described in Section 3.12 is
mailed, $150.0 million of Senior Subordinated Notes will become due and payable
on the Special Pro Rata Redemption Date at the Special Pro Rata Redemption
Price. Upon surrender to the Paying Agent, the Special Pro Rata Notes shall be
paid at the Special Pro Rata Redemption Price.

SECTION 3.14.              Other Mandatory Redemption.

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Senior Subordinated Notes, other than
a Special Mandatory Redemption and a Special Pro Rata Redemption.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.              Payment of Notes.

                  The Company shall pay the principal of and interest on the
Notes in accordance with the terms of the Senior Subordinated Notes and this
Indenture. An installment of principal or interest shall be considered paid on
the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Senior Subordinated
Notes.

SECTION 4.02.              Maintenance of Office or Agency.

                  (a)      The Company shall maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee or Registrar)
where Senior Subordinated Notes may be presented or surrendered for payment,
where Senior Subordinated Notes may be sur-

<PAGE>

                                      -57-

rendered for registration of transfer or for exchange and where notices and
demands to or upon the Company or any Guarantor in respect of the Senior
Subordinated Notes, the Guarantees and this Indenture may be served. The Company
shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee and
the Company and each Guarantor hereby appoint the Trustee as their agent to
receive all such presentations, surrenders, notices and demands.

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

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

SECTION 4.03.              Legal Existence.

                  Subject to Article Five, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
legal existence, and the corporate, partnership or other existence of each
Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the material rights (charter and statutory), and franchises of
the Company and the Restricted Subsidiaries; provided that the Company shall not
be required to preserve any such right, franchise, or the corporate, partnership
or other existence of the Company or any of its Restricted Subsidiaries if the
Company in good faith shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.

SECTION 4.04.              Maintenance of Properties; Insurance; Compliance
                           with Law.

                  (a)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, at all times cause all material properties used or
useful in the conduct of their respective businesses to be maintained and kept
in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment, and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all

<PAGE>

                                      -58-

as in the judgment of the Company may be necessary so that the business carried
on in connection therewith may be properly and advantageously conducted at all
times; provided, however, that nothing in this Section 4.04(a) shall prevent the
Company or any of its Restricted Subsidiaries from discontinuing the operation
or maintenance of any of such properties if such discontinuance is, in the
reasonable judgment of the Company, desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and not adverse in any
material respect to the Holders.

                  (b)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, keep at all times all of their material properties
which are of an insurable nature insured against such loss or damage with
insurers believed by the Company to be responsible to the extent that Property
of a similar character is usually so insured by corporations similarly situated
and owning like Properties in accordance with good business practice. The
Company shall, and shall cause each of its Restricted Subsidiaries to, use the
proceeds from any such insurance policy to repair, replace or otherwise restore
the Property to which such proceeds relate.

                  (c)      The Company shall, and shall cause each of its
Restricted Subsidiaries to comply with all statutes, laws, ordinances or
government rules and regulations to which they are subject, non-compliance with
which would materially adversely affect the business, financial condition or
results of operations of the Company and its Restricted Subsidiaries taken as a
whole.

SECTION 4.05.              Waiver of Stay, Extension or Usury Laws.

                  The Company and each of the Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or
plead (as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) each of the Company and the Guarantors
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 4.06.              Compliance Certificate.

                  (a)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company commencing with the
Company's fiscal year ending December 31, 2002 an Officers' Certificate, one of
the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not to the best knowledge of the signers thereof the Company, any
Re-

<PAGE>

                                      -59-

stricted Subsidiary or any Guarantor is in default in the performance and
observance of any of the terms, provisions and conditions of Section 5.01 or
Sections 4.01 to 4.19, inclusive, and if the Company shall be in default,
specifying all such defaults, the nature and status thereof of which they may
have knowledge and what action the Company and the Guarantors are taking or
propose to take with respect thereto. Such determination shall be made without
regard to notice requirements or periods of grace.

                  (b)      The Company shall deliver to the Trustee, as soon as
possible and in any event no later than 10 Business Days after the Company
becomes aware or should reasonably become aware of the occurrence of a Default
or an Event of Default or an event which, with notice or the lapse of time or
both, would constitute a Default or Event of Default, an Officers' Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company is taking or proposes to take with respect to such Default or
Event of Default.

                  (c)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement by the Company's
independent public accountants stating whether, in connection with their audit
of Parent's financial statements, any event which would constitute an Event of
Default as defined herein insofar as they relate to accounting matters has come
to their attention and, if such an Event of Default has come to their attention,
specifying the nature and period of the existence thereof.

SECTION 4.07.              Payment of Taxes and Other Claims.

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or Property of the Company or any of
its Subsidiaries, and (2) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the Property of the
Company or any of its Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

SECTION 4.08.              Repurchase at the Option of Holders upon Change of
                           Control.

                  (a)      Upon the occurrence of a Change of Control, each
Holder of Senior Subordinated Notes will have the right to require the Company
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Senior Subordinated Notes pursuant to the offer described below
(the "Change of Control Offer") at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid in-

<PAGE>

                                      -60-

terest, if any, to the purchase date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest
payment date (the "Change of Control Purchase Price")); provided, however, that
notwithstanding the occurrence of a Change of Control, the Company shall not be
obligated to purchase the Senior Subordinated Notes pursuant to this Section
4.08 in the event that it has mailed the notice to exercise its right to redeem
all the Senior Subordinated Notes pursuant to paragraph 5 of the Senior
Subordinated Notes at any time prior to the requirement to consummate the Change
of Control and redeem the Senior Subordinated Notes in accordance with such
notice.

                  (b)      Within 30 days following any Change of Control, or,
at the Company's option, prior to the consummation of such Change of Control but
after it is publicly announced, the Company shall send, by first-class mail,
with a copy to the Trustee, to each Holder of Senior Subordinated Notes, at such
Holder's address appearing in the Senior Subordinated Note register, a notice
stating:

         (1)      that a Change of Control has occurred or will occur and a
                  Change of Control Offer is being made pursuant to this Section
                  4.08 and that all Senior Subordinated Notes timely tendered
                  and not withdrawn will be accepted for payment;

         (2)      the Change of Control Purchase Price and the purchase date
                  (the "Change of Control Payment Date"), which shall be,
                  subject to any contrary requirements of applicable law, a
                  Business Day and a point in time occurring after the
                  consummation of the Change of Control and not later than 60
                  days from the date such notice is mailed;

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

         (4)      if the notice is mailed prior to a Change of Control, that the
                  Change of Control offer is conditioned on the Change of
                  Control occurring; and

         (5)      the procedures that Holders of Senior Subordinated Notes must
                  follow in order to tender their Senior Subordinated Notes (or
                  portions thereof) for payment, and the procedures that Holders
                  of Senior Subordinated Notes must follow in order to withdraw
                  an election to tender Senior Subordinated Notes (or portions
                  thereof) for payment.

         Holders electing to have a Senior Subordinated Note purchased shall be
required to surrender the Senior Subordinated Note, with an appropriate form
duly completed, to the Company or its agent at the address specified in the
notice at least three Business Days prior to the Change of Control Payment Date.
Holders shall be entitled to withdraw their election if the Trustee or the
Company receives, not later than one Business Day prior to the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth
the

<PAGE>

                                      -61-

name of the Holder, the principal amount of the Senior Subordinated Note that
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Senior Subordinated Note purchased.

                  (c)      On or prior to the Change of Control Payment Date,
the Company shall irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or any of its Subsidiaries is acting as the Paying Agent,
segregate and hold in trust) in cash an amount equal to the Change of Control
Purchase Price payable to the Holders entitled thereto, to be held for payment
in accordance with the provisions of this Section 4.08(c). On the Change of
Control Payment Date, the Company shall deliver to the Trustee the Senior
Subordinated Notes or portions thereof that have been properly tendered to and
are to be accepted by the Company for payment.

                  (d)      The Trustee or the Paying Agent shall, on the Change
of Control Payment Date, mail or deliver payment to each tendering Holder of the
Change of Control Purchase Price. In the event that the aggregate Change of
Control Purchase Price is less than the amount delivered by the Company to the
Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may
be, shall deliver the excess to the Company immediately after the Change of
Control Payment Date.

                  (e)      Notwithstanding the foregoing, the Company shall not
be required to make a Change of Control Offer upon a Change of Control if a
third party has made an offer to purchase (an "Alternate Offer"), in the manner,
at the times and otherwise in compliance with the requirements set forth in this
Section 4.08 applicable to a Change of Control made by the Company, any and all
Senior Subordinated Notes properly tendered and has purchased all Senior
Subordinated Notes properly tendered and not withdrawn in accordance with the
terms of such Alternate Offer.

                  (f)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
applicable securities laws or regulations in connection with the repurchase of
Senior Subordinated Notes pursuant to a Change of Control Offer, including any
applicable securities laws of the Unites States. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.08, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
the provisions of this Section 4.08 by virtue of such compliance with these
securities laws or regulations.

SECTION 4.09.              Limitation on Debt.

                  (a) Notwithstanding anything contained in Section 4.09(b),
prior to the Merger and Release, the Company shall not Incur any Debt (including
Acquired Debt), except for the

<PAGE>

                                      -62-

Senior Subordinated Notes, the Senior Notes and Debt Incurred in connection with
the Credit Facility Escrow Arrangements.

                  (b) From and after the Release and the Merger, the Company
shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt;
provided, however, that the Company and any Subsidiary Guarantor may Incur Debt
and the Company and any Restricted Subsidiary may Incur Acquired Debt if, after
giving effect to the Incurrence of such Debt and the application of the proceeds
therefrom, the Leverage Ratio of the Company and the Restricted Subsidiaries (on
a consolidated basis) would not exceed 6.0 to 1.0.

                  (c) Notwithstanding Section 4.09(b), any or all of the
following Debt (collectively, "Permitted Debt") may be Incurred:

                  (1)      Debt of the Company or any Subsidiary Guarantor under
         the Credit Facility; provided that the aggregate principal amount of
         all such Debt under the Credit Facility shall not exceed $1.525 billion
         less the amount of any permanent mandatory repayments made under the
         Credit Facility (and, in the case of any revolving subfacility
         thereunder, permanent commitment reductions) with Net Available Cash
         from Asset Sales;

                  (2)      (a) after giving effect to the Special Pro Rata
         Redemption, the Senior Subordinated Notes and related Guarantees
         (excluding any Additional Senior Subordinated Notes) and any Senior
         Subordinated Notes and related Guarantees issued in exchange for the
         Senior Subordinated Notes and related Guarantees pursuant to the
         Registration Rights Agreement and (b) the Senior Notes and related
         Guarantees (excluding any Additional Senior Notes (as such term is
         defined in the indenture relating to the Senior Notes)) and any Senior
         Notes and related Guarantees issued in exchange for the Senior Notes
         and related Guarantees pursuant to the Registration Rights Agreement;

                  (3)      Debt of the Company or any Restricted Subsidiary in
         respect of Capital Lease Obligations and Purchase Money Debt, provided
         that:

                           (i)      the aggregate principal amount of such Debt
                  secured thereby does not exceed the Fair Market Value (on the
                  date of the Incurrence thereof) of the Property acquired,
                  constructed or leased, and

                           (ii)     the aggregate principal amount of all Debt
                  Incurred and then outstanding pursuant to this Section
                  4.09(c)(3) (together with all Permitted Refinancing Debt
                  Incurred and then outstanding in respect of Debt previously
                  Incurred pursuant to this Section 4.09(c)(3)) does not exceed
                  $30 million;

<PAGE>

                                      -63-

                  (4)      Debt of the Company owing to and held by any
         Subsidiary Guarantor and Debt of a Restricted Subsidiary owing to and
         held by the Company or any Subsidiary Guarantor; provided, however,
         that (a) any subsequent issue or transfer of Capital Stock or other
         event that results in any such Subsidiary Guarantor ceasing to be a
         Subsidiary Guarantor or any subsequent transfer of any such Debt
         (except to the Company or a Subsidiary Guarantor) shall be deemed, in
         each case, to constitute the Incurrence of such Debt by the issuer
         thereof not permitted by this Section 4.09(c)(4) and (b) such Debt
         shall be expressly subordinated to the prior payment in full in cash of
         all obligations under the Senior Subordinated Notes or the Subsidiary
         Guarantee of such Subsidiary Guarantor;

                  (5)      Debt under Interest Rate Agreements entered into by
         the Company or a Restricted Subsidiary for the purpose of limiting
         interest rate risk in the ordinary course of the financial management
         of the Company or any Restricted Subsidiary and not for speculative
         purposes; provided that the obligations under such agreements are
         directly related to payment obligations on Debt otherwise permitted by
         the terms of this Section 4.09;

                  (6)      Debt under Currency Exchange Protection Agreements
         entered into by the Company or a Restricted Subsidiary for the purpose
         of limiting currency exchange rate risks directly related to
         transactions entered into by the Company or any Restricted Subsidiary
         in the ordinary course of the financial management of the Company or
         any Restricted Subsidiary and not for speculative purposes;

                  (7)      Debt under Commodity Price Protection Agreements
         entered into by the Company or a Restricted Subsidiary in the ordinary
         course of the financial management of the Company or any Restricted
         Subsidiary and not for speculative purposes;

                  (8)      Debt of the Company or any Restricted Subsidiary in
         connection with (a) one or more standby letters of credit issued by the
         Company or a Restricted Subsidiary in the ordinary course of business
         and with respect to trade payables relating to the purchase of
         materials by the Company or a Restricted Subsidiary and (b) other
         letters of credit, surety, performance, appeal or similar bonds,
         banker's acceptance, completion guarantees or similar instruments
         issued in the ordinary course of business of the Company or a
         Restricted Subsidiary, including letters of credit or similar
         instruments pursuant to self-insurance and workers' compensation
         obligations; provided that upon the drawing of such letters of credit
         or other instrument, such obligations are reimbursed within 30 days
         following such drawing; provided, further, that with respect to clauses
         (a) and (b), such Debt is not in connection with the borrowing of money
         or the obtaining of advances or credit;

<PAGE>

                                      -64-

                  (9)      Debt of the Company or any Restricted Subsidiary
         arising from the honoring by a bank or other financial institution of a
         check, draft or similar instrument inadvertently drawn against
         insufficient funds in the ordinary course of business; provided that
         such Debt is extinguished within two Business Days of Incurrence of
         such Debt;

                  (10)     Debt of the Company or any Restricted Subsidiary
         arising from agreements for indemnification and purchase price
         adjustment obligations Incurred or assumed in connection with the
         Acquisition or disposition of any assets including Capital Stock;
         provided that the maximum assumable liability in respect of all such
         obligations shall at no time exceed the gross proceeds actually
         received by the Company and any Restricted Subsidiary, including the
         Fair Market Value of noncash proceeds;

                  (11)     Debt Incurred by a Securitization Entity in
         connection with a Qualified Securitization Transaction that is
         Non-recourse Debt with respect to the Company and its Restricted
         Subsidiaries; provided, however, that in the event such Securitization
         Entity ceases to qualify as a Securitization Entity or such Debt ceases
         to constitute such Non-recourse Debt, such Debt will be deemed, in each
         case, to be Incurred at such time;

                  (12)     Debt of the Company or a Subsidiary Guarantor
         consisting of a guarantee of or a Lien securing Debt of the Company or
         a Subsidiary Guarantor, provided that such Debt constitutes Debt that
         is permitted to be Incurred pursuant to this Section 4.09, but subject
         to compliance with the other provisions described in Article Four;

                  (13)     Debt in respect of netting services, overdraft
         protection and otherwise in connection with deposit accounts; provided
         that such Debt remains outstanding for five Business Days or less;

                  (14)     Debt of the Company or any Restricted Subsidiary
         outstanding on the Issue Date (other than the Existing Notes) not
         otherwise described in Sections 4.09(c)(1) through (13) above;

                  (15)     the Existing Notes that are outstanding after giving
         effect to either the failure or the consummation of the Tender Offer;

                  (16)     guarantees in the ordinary course of business of the
         obligations of suppliers, customers, franchisers and licensees;

                  (17)     Permitted Refinancing Debt; and

<PAGE>

                                      -65-

                  (18)     Debt of the Company or any Restricted Subsidiary or
         the issuance of Disqualified Stock in a principal amount or liquidation
         value, as applicable, outstanding at any one time not to exceed $150
         million in the aggregate for all such Debt and Disqualified Stock.

                  For the purposes of determining compliance with this Section
4.09, in the event that an item of Debt meets the criteria of more than one of
the types of Debt permitted by this Section 4.09 or is entitled to be Incurred
pursuant to Section 4.09(b), the Company in its sole discretion shall be
permitted to classify on the date of its Incurrence, or later reclassify, all or
a portion of such item of Debt in any manner that complies with this Section
4.09; provided that all outstanding Debt under the Credit Facility at the time
of the Merger and Release shall be deemed to have been Incurred pursuant to
clause (1) of the definition of Permitted Debt.

                  Debt permitted by this Section 4.09 need not be permitted
solely by reference to one provision permitting such Debt but may be permitted
in part by one such provision and in part by one or more other provisions of
this Section 4.09 permitting such Debt.

                  For the purposes of determining any particular amount of Debt
under this Section 4.09, (a) guarantees, Liens, obligations with respect to
letters of credit and other obligations supporting Debt otherwise included in
the determination of a particular amount will not be included and (b) any Liens
granted to the Holders of the Senior Subordinated Notes that are permitted in
Section 4.11 will not be treated as Debt.

                  For purposes of determining compliance with any
dollar-denominated restriction on the Incurrence of Debt, with respect to any
Debt which is denominated in a foreign currency, the dollar-equivalent principal
amount of such Debt Incurred pursuant thereto shall be calculated based on the
relevant currency exchange rate in effect on the date that such Debt was
Incurred, and any such foreign denominated Debt may be Refinanced or replaced or
subsequently Refinanced or replaced in an amount equal to the dollar-equivalent
principal amount of such Debt on the date of such refinancing or replacement
whether or not such amount is greater or less than the dollar equivalent
principal amount of the Debt on the date of initial Incurrence.

                  If obligations in respect of letters of credit are incurred
pursuant to the Credit Facility and are being treated as Incurred pursuant to
Section 4.09(c)(1) and the letters of credit relate to other Debt then such
other Debt shall be deemed not Incurred.

SECTION 4.10.              Limitation on Restricted Payments.

                  (a) Notwithstanding anything contained in Sections 4.10(b) and
(c), prior to the Merger and Release, the Company will not make any Restricted
Payments or any Permitted Investments, except to the extent necessary to
consummate the Merger and Release or the

<PAGE>

                                      -66-

Special Mandatory Redemption and the transactions contemplated by the Escrow
Agreement, the Credit Facility Escrow Arrangements and the Senior Notes Escrow
Arrangements (including any Investments deemed to exist by virtue of the Escrow
Agreement, the Senior Notes Escrow Arrangements or the Credit Facility Escrow
Arrangements or the payment of fees and expenses related to the offering of the
Senior Subordinated Notes, the Senior Notes and the entering into of the Credit
Facility and related Credit Facility Escrow Arrangements).

                  (b) From and after the Merger and Release, the Company shall
not make, and shall not permit any Restricted Subsidiary to make, any Restricted
Payment if at the time of, and after giving effect to, such proposed Restricted
Payment,

                  (1)      a Default or Event of Default shall have occurred and
         be continuing,

                  (2)      the Company could not Incur at least $1.00 of
         additional Debt pursuant to Section 4.09(b) or

                  (3)      the aggregate amount of such Restricted Payment and
         all other Restricted Payments declared or made since the Issue Date
         (the amount of any Restricted Payment, if made other than in cash, to
         be based upon Fair Market Value) would exceed an amount equal to the
         sum of:

                           (i)      50% of the aggregate amount of Consolidated
                  Net Income accrued on a cumulative basis during the period
                  (treated as one accounting period) from the first day of the
                  Company's fiscal quarter in which the Issue Date occurs to the
                  end of the most recent fiscal quarter ended prior to the date
                  of such proposed Restricted Payment for which financial
                  statements are available and have been either filed with the
                  Commission or with the Trustee pursuant to Section 4.18 (or if
                  the aggregate amount of Consolidated Net Income for such
                  period shall be a deficit, minus 100% of such deficit), plus

                           (ii)     100% of Capital Stock Sale Proceeds and cash
                  capital contributions to the Company, plus (without
                  duplication)

                           (iii)    the sum of:

                                    (A)      the aggregate net cash proceeds
                           received by the Company or any Restricted Subsidiary
                           from the issuance or sale after the Issue Date of
                           convertible or exchangeable Debt or Disqualified
                           Stock that has been converted into or exchanged for
                           Capital Stock (other than Disqualified Stock) of the
                           Company and

<PAGE>

                                      -67-

                                    (B)      the aggregate amount by which Debt
                           (other than Subordinated Obligations) of the Company
                           or any Restricted Subsidiary is reduced on the
                           Company's consolidated balance sheet on or after the
                           Issue Date upon the conversion or exchange of any
                           Debt issued or sold on or prior to the Issue Date
                           that is convertible or exchangeable for Capital Stock
                           (other than Disqualified Stock) of the Company,

                           together with, in the cases of both (A) and (B), the
                           aggregate net cash proceeds received by the Company
                           at the time of such conversion or exchange, but
                           excluding, in the case of clause (A) or (B): (x) any
                           such Debt issued or sold to the Company or a
                           Restricted Subsidiary of the Company or an employee
                           stock ownership plan or trust established by the
                           Company or such Restricted Subsidiary for the benefit
                           of its employees and (y) the aggregate amount of any
                           cash or other Property distributed by the Company or
                           any Restricted Subsidiary upon any such conversion or
                           exchange, plus (without duplication)

                           (iv)     an amount equal to the sum of:

                                    (A)      the net reduction in Investments in
                           any Person other than the Company or a Restricted
                           Subsidiary resulting from dividends, repayments of
                           loans or advances or other transfers of Property or
                           any other disposition or repayment of such
                           Investments, in each case to the Company or any
                           Restricted Subsidiary from any Person (other than the
                           Company or a Restricted Subsidiary), less the cost of
                           the disposition of such Investments, and

                                    (B)      the Fair Market Value of the
                           Investment of the Company and any Restricted
                           Subsidiary in an Unrestricted Subsidiary at the time
                           such Unrestricted Subsidiary is designated a
                           Restricted Subsidiary;

                  provided, however, that the foregoing sum described in this
                  Section 4.10(b)(3)(iv) shall not exceed the amount of
                  Investments previously made (and treated as a Restricted
                  Payment) by the Company or any Restricted Subsidiary in such
                  Person; plus

                           (v)      $5 million.

                  (c) Notwithstanding the foregoing limitation, the Company may:

                  (1)      pay dividends on its Capital Stock within 60 days of
         the declaration thereof if, on said declaration date, such dividends
         could have been paid in compliance

<PAGE>

                                      -68-

         with this Indenture (for the avoidance of doubt, such dividend shall be
         included in the calculation of the amount of Restricted Payments);

                  (2)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value Capital Stock of the Company or options,
         warrants or other rights to acquire such Capital Stock or Subordinated
         Obligations in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Stock) or options, warrants or other rights to
         acquire such Capital Stock (other than any such Capital Stock (or
         options, warrants or other rights to acquire such Capital Stock) issued
         or sold to a Restricted Subsidiary of the Company or an employee stock
         ownership plan or trust established by the Company or any such
         Restricted Subsidiary for the benefit of its employees and except to
         the extent that any purchase made pursuant to such issuance or sale is
         financed by the Company or any Restricted Subsidiary) or a capital
         contribution to the Company; provided, however, that such purchase,
         repurchase, redemption, legal defeasance, acquisition or retirement
         shall not be included in the calculation of the amount of Restricted
         Payments and the Capital Stock Sale Proceeds from such exchange or sale
         shall not be included in the calculation pursuant to Section
         4.10(b)(3)(ii) above;

                  (3)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations in exchange
         for or out of the proceeds of the substantially concurrent sale of
         Capital Stock of the Company (other than Disqualified Stock) or
         options, warrants or other rights to acquire such Capital Stock (other
         than any such Capital Stock (or options, warrants or other rights to
         acquire such Capital Stock) issued or sold to a Restricted Subsidiary
         of the Company or an employee stock ownership plan or trust established
         by the Company or any such Restricted Subsidiary for the benefit of its
         employees and except to the extent that any purchase made pursuant to
         such issuance or sale is financed by the Company or any Restricted
         Subsidiary) or a capital contribution to the Company or Subordinated
         Obligations; provided that such purchase, repurchase, redemption, legal
         defeasance, acquisition or retirement shall not be included in the
         calculation of the amount of Restricted Payments and the Capital Stock
         Sale Proceeds from such exchange or sale shall not be included in the
         calculation pursuant to Section 4.10(b)(3)(ii) above;

                  (4)      purchase, repurchase, redeem, legally defease,
         acquire or retire for value any Subordinated Obligations of the Company
         or any Guarantor in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Permitted Refinancing Debt; provided
         that such purchase, repurchase, redemption, legal defeasance,
         acquisition or retirement shall not be included in the calculation of
         the amount of Restricted Payments;

<PAGE>

                                      -69-

                  (5)      so long as no Default has occurred and is continuing,
         repurchase or otherwise acquire shares of, or options to purchase
         shares of, Capital Stock of Parent, the Company or any of its
         Subsidiaries from employees, former employees, directors or former
         directors, consultants or former consultants of the Company or any of
         its Subsidiaries (or permitted transferees of such employees, former
         employees, directors or former directors), pursuant to the terms of
         agreements (including employment agreements) or plans (or amendments
         thereto) approved by the Board of Directors of the Company or the Board
         of Directors of Parent under which such individuals purchase or sell,
         or are granted the option to purchase or sell, shares of such Capital
         Stock; provided that the aggregate amount of such repurchases and other
         acquisitions shall not exceed $2 million in any calendar year (any such
         amounts not used in a calendar year shall be available for use in any
         subsequent year); provided, further, that such repurchase and other
         acquisition shall be excluded in the calculation of the amount of
         Restricted Payments and the Capital Stock Sale Proceeds from such sales
         shall not be included in the calculation pursuant to Section
         4.10(b)(3)(ii) or (c)(2) above;

                  (6)      make cash payments in lieu of issuance of fractional
         shares in connection with the exercise of warrants, options or other
         securities convertible into or exchangeable for equity interests of the
         Company or Parent (for the avoidance of doubt, such payments shall be
         included in the amount of Restricted Payments);

                  (7)      repurchase Capital Stock to the extent such
         repurchase is deemed to occur upon a cashless exercise of stock
         options; provided that all such repurchases shall not be included in
         the calculation of Restricted Payments and no proceeds in respect of
         the issuance of Capital Stock shall be deemed to have been received for
         the purposes of Section 4.10(b)(3)(ii) above;

                  (8)      repurchase or redeem preferred stock purchase rights
         issued in connection with any shareholders rights plan of Parent;

                  (9)      distribute the Escrowed Property and the escrowed
         property under the Senior Notes Escrow Arrangements and the Credit
         Facility Escrow Arrangements to Parent on the date of the Release, to
         the extent used in consummating the Acquisition;

                  (10)     make dividends or distributions to Parent for
         Parent's (A) bona fide costs, overhead and operating expenses directly
         related to the operation of the Company and the Restricted Subsidiaries
         (including, without limitation, salaries and other compensation of
         employees, directors' fees and expenses and travel and entertainment
         expenses) incurred by Parent in the ordinary course and fees for
         services provided by Parent to the Company and its Restricted
         Subsidiaries that would otherwise have been performed by third parties
         (including, without limitation, accounting, treasury, tax, legal,
         strategic consulting and corporate development services) and any
         reimbursements

<PAGE>

                                      -70-

         to Parent for the payment of amounts relating to services (including,
         without limitation, legal, consulting, software, insurance and
         accounting services) provided by third parties on behalf of the Company
         or any Restricted Subsidiaries in an aggregate amount not to exceed
         $10.0 million in any calendar year and (B) franchise or other tax
         obligations (including income tax obligations in respect of the Company
         and its domestic Restricted Subsidiaries) and any other amounts
         required by Parent to maintain its corporate existence; provided that
         such payments shall not be included in the calculation of Restricted
         Payments;

                  (11)     so long as no Default or Event of Default shall have
         occurred and be continuing, repurchase any Subordinated Obligations or
         Disqualified Stock of the Company at a purchase price not greater than
         101% of the principal amount or liquidation preference of such
         Subordinated Obligation or Disqualified Stock in the event of a Change
         of Control pursuant to a provision similar to Section 4.08 in the
         documents governing such Subordinated Obligation or Disqualified Stock;
         provided that prior to consummating any such repurchase, the Company
         has made the Change of Control Offer required by this Indenture and has
         repurchased all notes validly tendered for payment in connection with
         such Change of Control Offer; provided, further that such payments
         shall be included in the calculation of Restricted Payments;

                  (12)     so long as no Default or Event of Default shall have
         occurred and be continuing, following an Asset Sale, to the extent
         permitted by Section 4.12, and using the Net Available Cash generated
         from such Asset Sale, repurchase any Subordinated Obligation or
         Disqualified Stock of the Company at a purchase price not greater than
         100% of the principal amount or liquidation preference of such
         Subordinated Obligation or Disqualified Stock pursuant to a provision
         similar to Section 4.12 in the documents governing such Subordinated
         Obligation or Disqualified Stock; provided that prior to consummating
         any such repurchase, the Company has made the Prepayment Offer required
         by this Indenture and has repurchased all notes validly tendered for
         payment in connection with such Prepayment Offer; provided, further
         that such payments shall be included in the calculation of Restricted
         Payments; and

                  (13)     so long as no Default or Event of Default shall have
         occurred and be continuing, the Company and any Restricted Subsidiary
         may pay dividends to Parent for Parent to purchase its common stock for
         contribution to employee stock purchase and deferred compensation
         plans, in the ordinary course of business; provided that the aggregate
         amount of common stock purchased in reliance on this Section
         4.10(c)(13) shall not exceed $5.0 million; provided further that such
         dividends shall be included in the calculation of Restricted Payments;

<PAGE>

                                      -71-

                  (14)     make any other Restricted Payment which, together
         with all other Restricted Payments made pursuant to this Section
         4.10(c)(14) since the Issue Date, does not exceed $20 million, provided
         that no Default or Event of Default shall have occurred and be
         continuing immediately after making such Restricted Payment; provided,
         further, that such payments shall be included in the calculation of
         Restricted Payments.

                  For the avoidance of doubt, the repurchase of the Existing
Notes pursuant to the Tender Offer, including any payment of an early consent
fee, shall not be deemed a Restricted Payment.

                  The amount of any non-cash Restricted Payment shall be deemed
to be equal to the Fair Market Value thereof at the date of making such
Restricted Payment.

SECTION 4.11.              Limitation on Liens.

                  (a) Prior to the Merger and Release, the Company shall not,
and shall not permit any Restricted Subsidiary to, Incur or suffer to exist, any
Lien upon any of its Property (including Capital Stock of a Restricted
Subsidiary and intercompany notes), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom
that secures any obligation, except the Lien of the Trustee on the Escrowed
Property, the Lien of the Trustee pursuant to the Senior Notes Escrow
Arrangements (so long as such Lien is limited to the Property in the escrow
account contemplated under the Senior Notes Escrow Arrangements) and the Lien of
the Administrative Agent pursuant to the Credit Facility Escrow Arrangements (so
long as such Lien is limited to the Property in the escrow account contemplated
by the Credit Facility Escrow Arrangements).

                  (b) From and after the Merger and Release, the Company shall
not, and shall not permit any Restricted Subsidiary to Incur or suffer to exist,
any Lien upon any of its Property (including Capital Stock of a Restricted
Subsidiary and intercompany notes), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom
that secures Subordinated Obligations or Senior Subordinated Debt, unless

                  (1)      in the case of a Lien securing Subordinated
         Obligations, the Senior Subordinated Notes and the related Subsidiary
         Guarantees are secured by a Lien on such Property or such interest
         therein or such income or profits therefrom that is senior in priority
         to the Lien securing such Subordinated Obligations for so long as such
         Subordinated Obligations are so secured; and

                  (2)      in the case of a Lien securing Senior Subordinated
         Debt, the Senior Subordinated Notes and the related Subsidiary
         Guarantees are equally and ratably se-

<PAGE>

                                      -72-

         cured by a Lien on such Property or such interest therein or profits
         therefrom for so long as such Senior Subordinated Debt is so secured;

provided, that in no event shall there be any Liens on the Escrowed Property,
except the Lien of the Escrow Agent for the benefit of the Holders.

                  Any Lien on the Escrowed Property created for the benefit of
the Holders of the Senior Subordinated Notes shall provide by its terms that any
such Lien will be automatically and unconditionally released and discharged upon
the Release.

SECTION 4.12.              Limitation on Asset Sales.

                  (a) Prior to the Merger and Release, the Company will not
consummate an Asset Sale except to the extent necessary to consummate the Merger
and Release, the Special Mandatory Redemption and the transactions contemplated
by the Escrow Agreement, the Senior Notes Escrow Arrangements and the Credit
Facility Escrow Arrangements. From and after the Merger and Release, the Company
shall not, and shall not permit any Restricted Subsidiary to, consummate any
Asset Sale unless:

                  (1)      the Company or such Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the Fair
         Market Value of the Property subject to such Asset Sale;

                  (2)      in the case of Asset Sales which are not Permitted
         Asset Swaps, at least 75% of the consideration paid to the Company or
         such Restricted Subsidiary in connection with such Asset Sale is in the
         form of (a) cash or Cash Equivalents; (b) the assumption by the
         purchaser of liabilities of the Company or any Restricted Subsidiary
         (other than liabilities that are by their terms subordinated to the
         Senior Subordinated Notes or any Subsidiary Guarantee of such
         Restricted Subsidiary) as a result of which the Company and the
         Restricted Subsidiaries are no longer obligated with respect to such
         liabilities; (c) any securities, notes or other obligations received by
         the Company or any 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 30 days after receipt; or
         (d) a combination of the consideration specified in clauses (a) through
         (c); and

                  (3)      the Company delivers an Officers' Certificate to the
         Trustee certifying that such Asset Sale complies with the foregoing
         Sections 4.12(a)(1) and (2).

                  (b) The Net Available Cash (or any portion thereof) from Asset
Sales may be applied by the Company or a Restricted Subsidiary, to the extent
the Company or such Restricted Subsidiary elects (or is required by the terms of
any Debt):

<PAGE>

                                      -73-

                  (1)      to permanently prepay or permanently repay any Senior
         Debt or any Debt of a Restricted Subsidiary that is not a Subsidiary
         Guarantor (and in the case of any such Debt under a revolving credit
         facility, effect a permanent reduction in the availability under such
         revolving credit facility); and/or

                  (2)      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).

                  (c) Any Net Available Cash from an Asset Sale not applied in
accordance with Section 4.12(b)(2) within 365 days from the date of the receipt
of such Net Available Cash shall constitute "Excess Proceeds." Pending the final
application of the Net Available Cash, the Company or any Restricted Subsidiary
may temporarily reduce Senior Debt or otherwise invest such Net Available Cash
in Temporary Cash Investments.

                  (d) When the aggregate amount of Excess Proceeds exceeds $20
million, the Company will be required to make an offer to purchase (the
"Prepayment Offer") the Senior Subordinated Notes and any other pari passu Debt
outstanding with similar provisions requiring an offer to purchase such Debt
with such proceeds, which offer shall be in the amount of the Allocable Excess
Proceeds, on a pro rata basis according to principal amount, at a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the purchase date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), in accordance with the procedures (including prorating in the event of
over subscription) set forth herein. To the extent that any portion of the
amount of Net Available Cash remains after compliance with the preceding
sentence and provided that all Holders of Senior Subordinated Notes have been
given the opportunity to tender their Senior Subordinated Notes for purchase in
accordance with this Indenture, the Company or such Restricted Subsidiary may
use such remaining amount for any purpose not restricted by this Indenture and
the amount of Excess Proceeds will be reset to zero.

                  (e) The term "Allocable Excess Proceeds" will mean the product
of:

         (i)             the Excess Proceeds and

         (ii)            a fraction,

                           (1)      the numerator of which is the aggregate
                      principal amount of the Senior Subordinated Notes
                      outstanding on the date of the Prepayment Offer, together
                      with any accrued and unpaid interest, and

<PAGE>

                                      -74-

                           (2)      the denominator of which is the sum of the
                      aggregate principal amount of the Senior Subordinated
                      Notes outstanding on the date of the Prepayment Offer,
                      together with any accrued and unpaid interest and the
                      aggregate principal amount of other Debt of the Company
                      outstanding on the date of the Prepayment Offer that is
                      pari passu in right of payment with the Senior
                      Subordinated Notes and subject to terms and conditions in
                      respect of Asset Sales similar in all material respects to
                      this Section 4.12 and requiring the Company to make an
                      offer to purchase such Debt at substantially the same time
                      as the Prepayment Offer (subject to proration in the event
                      that such amount is less than the aggregate offer price of
                      all Senior Subordinated Notes tendered).

                  (f) Within fifteen Business Days after the Company is
obligated to make a Prepayment Offer as described in Section 4.12(e), the
Company shall send a written notice, by first-class mail, to the Holders of
Senior Subordinated Notes, accompanied by such information regarding the Company
and its Subsidiaries as the Company in good faith believes will enable such
Holders to make an informed decision with respect to such Prepayment Offer. Such
notice shall state, among other things, the purchase price and the purchase date
(the "Purchase Date"), which shall be, subject to any contrary requirements of
applicable law, a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed.

                  (g) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the Trustee as provided in Section 4.12(f), the
Company shall deliver to the Trustee an Officers' Certificate as to (i) the
amount of the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the
Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer
is being made and (iii) the compliance of such allocation with the provisions of
Section 4.12(b). On or before the Purchase Date, the Company shall also
irrevocably deposit with the Trustee or with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
hold in trust) in Temporary Cash Investments (other than in those enumerated in
clause (b) of the definition of Temporary Cash Investments), maturing on the
last day prior to the Purchase Date or on the Purchase Date if funds are
immediately available by open of business, an amount equal to the Offer Amount
to be held for payment in accordance with the provisions of this Section 4.12.
Upon the expiration of the period for which the Prepayment Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for cancellation
the Senior Subordinated Notes or portions thereof that have been properly
tendered to and are to be accepted by the Company. The Trustee or the Paying
Agent shall, on the Purchase Date, mail or deliver payment to each tendering
Holder in the amount of the purchase price. In the event that the aggregate
purchase price of the Senior Subordinated Notes delivered by the Company to the
Trustee is less than the Offer Amount,

<PAGE>

                                      -75-

the Trustee or the Paying Agent shall deliver the excess to the Company
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.12.

                  (h) Holders electing to have a Senior Subordinated Note
purchased shall be required to surrender the Senior Subordinated Note, with an
appropriate form duly completed, to the Company or its agent at the address
specified in the notice at least three Business Days prior to the Purchase Date.
Holders 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
Holder, the principal amount of the Senior Subordinated Note that was delivered
for purchase by the Holder and a statement that such Holder is withdrawing its
election to have such Senior Subordinated Note purchased. If at the expiration
of the Offer Period the aggregate principal of Senior Subordinated Notes
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Senior Subordinated Notes to be purchased on pro rata basis for all Senior
Subordinated Notes (with such adjustments as may be deemed appropriate by the
Company so that only Senior Subordinated Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased). Holders whose Senior
Subordinated Notes are purchased only in part shall be issued new Senior
Subordinated Notes equal in principal amount to the unpurchased portion of the
Senior Subordinated Notes surrendered.

                  (i) At the time the Company delivers Senior Subordinated Notes
to the Trustee that are to be accepted for purchase, the Company shall also
deliver an Officers' Certificate stating that such Senior Subordinated Notes are
to be accepted by the Company pursuant to and in accordance with the terms of
this Section 4.12. A Senior Subordinated Note shall be deemed to have been
accepted for purchase at the time the Trustee or the Paying Agent mails or
delivers payment therefor to the surrendering Holder.

                  (j) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other applicable
securities laws or regulations in connection with the repurchase of Senior
Subordinated Notes pursuant to the covenant described hereunder, including any
applicable securities laws of the United States. To the extent that the
provisions of any securities laws or regulations conflict with provisions of
this Section 4.12, the Company shall comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this Section 4.12 by virtue thereof.

SECTION 4.13.              Limitation on Restrictions on Distributions from
                           Restricted Subsidiaries.

                  (a) From and after the Merger and Release, the Company shall
not, and shall not permit any Restricted Subsidiary to, create or otherwise
cause or suffer to exist any consensual restriction on the right of any
Restricted Subsidiary to:

<PAGE>

                                      -76-

                  (1)      pay dividends, in cash or otherwise, or make any
         other distributions on or in respect of its Capital Stock to the
         Company or any other Restricted Subsidiary,

                  (2)      pay any Debt or other obligation owed to the Company
         or any other Restricted Subsidiary,

                  (3)      make any loans or advances to the Company or any
         other Restricted Subsidiary, or

                  (4)      transfer any of its Property to the Company or any
         other Restricted Subsidiary.

                  (b)  The foregoing limitations will not apply:

                  (1)      with respect to Sections 4.13(a)(1), (2), (3) and
         (4), to restrictions:

                                    (A)      in effect on the Issue Date (as
                           such restrictions may be amended from time to time,
                           other than any such amendment that would adversely
                           affect the interests of the Holders of the Senior
                           Subordinated Notes);

                                    (B)      imposed by the Senior Subordinated
                           Notes or this Indenture (or the Senior Notes or the
                           indenture related thereto), or by indentures
                           governing other Debt the Company Incurs (and, if such
                           Debt is guaranteed, by the guarantors of such Debt)
                           ranking on a parity with the Senior Subordinated
                           Notes or the Senior Notes, provided that the
                           restrictions imposed by such indentures are no more
                           restrictive than the restrictions imposed by this
                           Indenture;

                                    (C)      imposed by the Credit Facility with
                           respect to Debt permitted to be Incurred on or
                           subsequent to the date hereof pursuant to Section
                           4.09(c)(1);

                                    (D)      relating to Debt of a Restricted
                           Subsidiary and existing at the time it became a
                           Restricted Subsidiary if such restriction was not
                           created in connection with or in anticipation of the
                           transaction or series of transactions pursuant to
                           which such Restricted Subsidiary became a Restricted
                           Subsidiary or was acquired by the Company;

                                    (E)      that result from the Refinancing of
                           Debt Incurred pursuant to an agreement referred to in
                           Section 4.13(a)(1) or (4) above; provided such
                           restriction is no less favorable in any material
                           respect to the

<PAGE>

                                      -77-

                           Holders of Senior Subordinated Notes than those under
                           the agreement evidencing the Debt so Refinanced when
                           taken as a whole;

                                    (F)      restrictions on cash or other
                           deposits or net worth imposed by leases or other
                           agreements entered into in the ordinary course of
                           business;

                                    (G)      any encumbrances or restrictions
                           required by any governmental, local or regulatory
                           authority having jurisdiction over the Company or any
                           of its Restricted Subsidiaries or any of their
                           businesses in connection with any development grant
                           made or other assistance provided to the Company or
                           any of its Restricted Subsidiaries by such
                           governmental authority;

                                    (H)      customary provisions in joint
                           venture or similar agreements or other arrangements
                           with minority investors in Restricted Subsidiaries;
                           provided, however, that such encumbrance or
                           restriction is applicable only to such Restricted
                           Subsidiary; and provided, further, that (i) the
                           encumbrance or restriction is not materially more
                           disadvantageous to the Holders of the Senior
                           Subordinated Notes than is customary in comparable
                           agreements and (ii) the Company determines that any
                           such encumbrance or restriction will not materially
                           affect the ability of the Company to make any
                           anticipated payments of principal or interest on the
                           Senior Subordinated Notes;

                                    (I)      with respect to a Securitization
                           Entity in connection with a Qualified Securitization
                           Transaction; provided, however, that such
                           encumbrances and restrictions are customarily
                           required by the institutional sponsor or arranger of
                           such Qualified Securitization Transaction in similar
                           types of documents relating to the purchase of
                           similar receivables in connection with the financing
                           thereof;

                                    (J)      customary restrictions contained in
                           asset sale agreements, stock sale agreements and
                           other similar agreements limiting the transfer,
                           disposition or distribution of such Property pending
                           the closing of such sale, including any restriction
                           imposed with respect to such Restricted Subsidiary
                           pursuant to an agreement to dispose of all or
                           substantially all the Capital Stock or assets of such
                           Restricted Subsidiary; or

                                    (K)      customary restrictions imposed on
                           the transfer of copyrighted or patented materials or
                           other intellectual property and custom-

<PAGE>

                                      -78-

                           ary provisions in agreements that restrict the
                           assignment of such agreements or any rights
                           thereunder;

                  (2)      with respect to Section 4.12(a)(4) only, to
         restrictions:

                                    (A)      relating to Debt that is permitted
                           to be Incurred and secured without also securing the
                           Senior Subordinated Notes pursuant to Section 4.11
                           that limit the right of the debtor to dispose of the
                           Property securing such Debt,

                                    (B)      encumbering Property at the time
                           such Property was acquired by the Company or any
                           Restricted Subsidiary, so long as such restriction
                           relates solely to the Property so acquired and was
                           not created in connection with or in anticipation of
                           such acquisition,

                                    (C)      resulting from customary provisions
                           restricting subletting of assignment of leases or
                           customary provisions in other agreements that
                           restrict assignment of such agreements or rights
                           thereunder,

                                    (D)      imposed by virtue of any transfer
                           of, agreement to transfer, option or right with
                           respect to or Lien on, any Property of the Company or
                           the relevant Restricted Subsidiary not otherwise
                           prohibited by this Indenture, or

                                    (E)      imposed under any Purchase Money
                           Debt or Capital Lease Obligation in the ordinary
                           course of business with respect only to the Property
                           the subject thereof.

SECTION 4.14.              Limitation on Transactions with Affiliates.

                  (a) Notwithstanding Section 4.14(b), on or prior to the Merger
and Release, the Company will not enter into or suffer to exist any Affiliate
Transaction (as defined below) other than to the extent necessary to consummate
the Merger and Release, the Special Mandatory Redemption and the transactions
contemplated by the Escrow Agreement, the Senior Notes Escrow Arrangements, the
Credit Facility Escrow Arrangements and the preferred stock investment in Parent
(or a common equity investment in Parent in lieu of all or any portion thereof).
From and after the Merger and Release, the Company shall not, and shall not
permit any Restricted Subsidiary to, conduct any business or enter into or
suffer to exist any transaction or series of transactions (including the
purchase, sale, transfer, assignment, lease, conveyance or exchange of any
Property or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction"), unless:

<PAGE>

                                      -79-

                  (1)      the terms of such Affiliate Transaction are:

                           (i)      set forth in writing, and

                           (ii)     no less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained in a comparable arm's-length transaction
                  with a Person that is not an Affiliate of the Company,

                  (2)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $5 million, each of the Board of
         Directors of the Company and the Board of Directors of Parent
         (including a majority of the disinterested members of the Board of
         Directors of Parent or, if there is only one disinterested director,
         such disinterested director) approves such Affiliate Transaction and,
         in its good faith judgment, believes that such Affiliate Transaction
         complies with Section 4.14(a)(1)(ii) as evidenced by a Board
         Resolution, and

                  (3)      if such Affiliate Transaction involves aggregate
         payments or value in excess of $25 million, the Company obtains a
         written opinion from an Independent Financial Advisor to the effect
         that the consideration to be paid or received in connection with such
         Affiliate Transaction is fair, from a financial point of view, to the
         Company and the Restricted Subsidiaries, taken as a whole.

                  (b) Notwithstanding the foregoing limitation, the Company or
any Restricted Subsidiary may make, enter into or suffer to exist the following:

                  (1)      any transaction or series of transactions between the
         Company and one or more Restricted Subsidiaries or between two or more
         Restricted Subsidiaries;

                  (2)      any Restricted Payment permitted to be made pursuant
         to Section 4.10 or any Permitted Investment;

                  (3)      the payment of compensation (including awards or
         grants in cash, securities or other payments) for the personal services
         of officers, directors, consultants and employees of the Company or any
         of the Restricted Subsidiaries in the ordinary course of business;

                  (4)      payments pursuant to employment agreements,
         collective bargaining agreements, employee benefit plans, or
         arrangements for employees, officers or directors, including vacation
         plans, health and life insurance plans, deferred compensation plans,
         directors' and officers' indemnification agreements and retirement or
         savings plans, stock option, stock ownership and similar plans so long
         as the Board of Directors of the Company or the Board of Directors of
         Parent in good faith shall have ap-

<PAGE>

                                      -80-

         proved the terms thereof and deemed the services theretofore or
         thereafter to be performed for such compensation to be fair
         consideration therefor;

                  (5)      loans and advances to officers, directors or
         employees (or guarantees of third party loans to officers, directors or
         employees) made in the ordinary course of business, provided that such
         loans and advances do not exceed $10 million in the aggregate at any
         one time outstanding;

                  (6)      any agreement as in effect on the Issue Date or any
         amendment to any such agreement (so long as any such amendment is not
         disadvantageous to the Holders of the Senior Subordinated Notes in any
         material respect) or any transaction contemplated thereby;

                  (7)      transactions with customers, clients, suppliers or
         purchasers or sellers of goods or services, in each case in the
         ordinary course of business and otherwise in compliance with the terms
         of this Indenture which are fair to the Company or its Restricted
         Subsidiaries or are on terms no less favorable as might reasonably have
         been obtained at such time from an unaffiliated party; provided that
         such transactions are approved by a majority of the Board of Directors
         of Parent and the Board of Directors of the Company in good faith
         (including a majority of disinterested directors of the Board of
         Directors of Parent, or if there is only one disinterested director,
         such director);

                  (8)      the issuance and sale of Capital Stock (other than
         Disqualified Stock) of the Company;

                  (9)      transactions in connection with or payments by the
         Company or any of its Restricted Subsidiaries to Goldman Sachs & Co. or
         any of their respective affiliates in connection with any management,
         financial advisory, financing, derivative, underwriting or placement
         services or any other investment banking, banking, asset management or
         similar services including principal, interest and fees on loans which
         payments are approved by a majority of the Board of Directors of Parent
         and the Board of Directors of the Company in good faith (including a
         majority of disinterested directors of the Board of Directors of
         Parent, or if there is only one disinterested director, such director);

                  (10)     transactions pursuant to any agreement described in
         the Offering Memorandum as in effect on the date hereof or the date of
         the consummation of the Acquisition as the same may be amended from
         time to time in any manner not materially less favorable to the Holders
         of the Senior Subordinated Notes; and

<PAGE>

                                      -81-

                  (11)     sales or transfer of dispositions of Receivables and
         Related Assets to a Securitization Entity and acquisitions of
         Investments in connection therewith.

SECTION 4.15.              Designation of Restricted and Unrestricted
                           Subsidiaries.

                  (a) From and after the Merger and Release, the Board of
Directors of the Company or the Board of Directors of Parent may designate any
Subsidiary of the Company to be an Unrestricted Subsidiary if:

                  (1)      the Subsidiary to be so designated does not own any
         Capital Stock or Debt of, or own or hold any Lien on any Property of,
         the Company or any other Restricted Subsidiary, and

                  (2)      the Company would be permitted under Section 4.10 to
         make a Restricted Payment in an amount equal to the Fair Market Value
         of the Investment in such Subsidiary. For the purposes of this
         provision, in the event the Fair Market Value of such assets exceeds
         $25 million, such Fair Market Value shall be determined by an
         Independent Financial Advisor.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary.

                  (b) Except as provided in Section 4.15(a), no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition,
neither the Company nor any Restricted Subsidiary shall at any time be directly
or indirectly liable for any Debt that provides that the holder thereof may
(with the passage of time or notice or both) declare a default thereon or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity
upon the occurrence of a default with respect to any Debt, Lien or other
obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary) except to the extent
permitted under Sections 4.10 and 4.13 and provided that the Company or any
Restricted Subsidiary may pledge Capital Stock or Debt or assets of any
Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no
claim whatsoever against the Company or any Restricted Subsidiary other than to
obtain that pledged Property.

                  (c) The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after
giving pro forma effect to such designation,

                           (x)      the Company could Incur at least $l.00 of
                  additional Debt pursuant to Section 4.09(b) and

<PAGE>

                                      -82-

                           (y)      no Default or Event of Default shall have
                  occurred and be continuing or would result therefrom.

                  (d) Any such designation or redesignation by the Board of
Directors of the Company will be evidenced to the Trustee by filing with the
Trustee a Board Resolution giving effect to such designation or redesignation
and an Officers' Certificate that:

                  (1)      certifies that such designation or redesignation
         complies with the foregoing provisions of this Section 4.15, and

                  (2)      gives the effective date of such designation or
         redesignation,

such filing with the Trustee to occur on or before the time financial statements
are filed with the Commission or the Trustee pursuant to Section 4.18 in respect
of the fiscal quarter of the Company in which such designation or redesignation
is made (or, in the case of a designation or redesignation made during the last
fiscal quarter of the Company's fiscal year, on or before the time financial
statements in respect of such fiscal year are filed with the Commission or the
Trustee pursuant to Section 4.18).

SECTION 4.16.              Prohibition on Incurrence of Senior Subordinated
                           Debt.

                  From and after the Merger and Release, neither the Company nor
any Subsidiary Guarantor shall Incur or suffer to exist Debt that is senior in
right of payment to the Senior Subordinated Notes or the Subsidiary Guarantee of
such Subsidiary Guarantor relating thereto and subordinate in right of payment
to any other Debt of the Company or such Subsidiary Guarantor, as the case may
be.

SECTION 4.17.              Limitation on Company's Business.

                  Prior to the Merger and Release, the Company will not engage
in any line of business or own any other assets other than as necessary to
consummate the Merger and Release or the Special Mandatory Redemption and the
transactions contemplated by the Escrow Agreement, the Senior Notes Escrow
Arrangements and the Credit Facility Escrow Arrangements. From and after the
Merger and Release, the Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than the business RHD is engaged in
on the date hereof or a Related Business.

SECTION 4.18.              Reports.

                  Whether or not RHD is then subject to Section 13(a) or 15(d)
of the Exchange Act, RHD will electronically file with the Commission, so long
as the Senior Subordinated Notes are outstanding, the annual reports, quarterly
reports and other periodic reports that

<PAGE>

                                      -83-

RHD would be required to file with the Commission pursuant to Section 13(a) or
15(d) if RHD were so subject, and such documents will be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which RHD would be required so to file such documents if RHD were so subject,
unless, in any case, such filings are not then permitted by the Commission.

                  If such filings with the Commission are not then permitted by
the Commission, or such filings are not generally available on the Internet free
of charge, RHD will, without charge to the Holders, within 15 days of each
Required Filing Date, transmit by mail to Holders, as their names and addresses
appear in the Senior Subordinated Note register, and file with the Trustee
copies of the annual reports, quarterly reports and other periodic reports that
RHD would be required to file with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act if RHD were subject to such Section 13(a) or 15(d)
and, promptly upon written request, supply copies of such documents to any
prospective Holder or beneficial owner at RHD's cost.

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

                  So long as any of the Senior Subordinated Notes remain
restricted under Rule 144, RHD will make available upon request to any
prospective purchaser of Senior Subordinated Notes or beneficial owner of Senior
Subordinated Notes in connection with any sale thereof the information required
by Rule 144A(d)(4) under the Securities Act.

SECTION 4.19.              Creation of Subsidiaries; Additional Subsidiary
                           Guarantees.

                  (a) Prior to the Merger and Release, the Company will not
create, acquire or form any Subsidiaries.

                  (b) From and after the Merger and Release, the Company will
not permit any of its Restricted Subsidiaries having assets, at any time, with a
Fair Market Value in excess of $1,000 to guarantee or pledge any assets to
secure the payment of any other Debt of the Company or another Restricted
Subsidiary unless such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture providing for the guarantee of the payment of
the Senior Subordinated Notes by such Restricted Subsidiary, which guarantee
shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge
to secure such other Debt, unless such other Debt is Senior Debt, in which case
the Guarantee of the Senior Subordinated Notes may be subordinated to the
guarantee of such Senior Debt to the same extent as the Senior Subordinated
Notes are subordinated to such Senior Debt.

<PAGE>

                                      -84-

                  (c) The Guarantee of a Guarantor will be released if

                                    (1)      the Company designates any
                           Subsidiary Guarantor as an Unrestricted Subsidiary in
                           accordance with Section 4.15; or

                                    (2)      in connection with the sale of (A)
                           that number of shares of Capital Stock of such
                           Subsidiary Guarantor such that such Subsidiary
                           Guarantor is no longer a Subsidiary of the Company or
                           another Restricted Subsidiary or (B) all or
                           substantially all of the assets of such Subsidiary
                           Guarantor to a Person that is not the Company, Parent
                           or another Restricted Subsidiary of the Company;
                           provided that such sale complies with Section 4.12.

                  (d) In the event a Subsidiary becomes a Subsidiary Guarantor
solely because it guarantees other Debt, then upon the full and unconditional
release of the guarantee of such other Debt (provided that the Trustee is given
90 days' written notice of such other release) such Subsidiary Guarantee of such
Subsidiary Guarantor shall also be released.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.              Merger, Consolidation and Sale of Property.

                  (a) Prior to the Merger and Release, except in connection with
the Release and Merger, the Special Mandatory Redemption or the Special Pro Rata
Redemption and the transactions contemplated by the Escrow Agreement, the Escrow
Agreement relating to the Senior Notes and the Credit Facility Escrow
Arrangements, the Company shall not merge, consolidate or amalgamate with or
into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions.

                  (b) From and after the Merger and Release, the Company shall
not merge, consolidate or amalgamate with or into any other Person (other than a
merger of a Wholly Owned Restricted Subsidiary into the Company) or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially all
its Property in any one transaction or series of transactions, unless:

                  (1)      the Company shall be the surviving Person (the
         "Surviving Person") or the Surviving Person (if other than the Company)
         formed by such merger, consolida-

<PAGE>

                                      -85-

         tion or amalgamation or to which such sale, transfer, assignment,
         lease, conveyance or disposition is made which is substituted for the
         Company as the issuer of the Senior Subordinated Notes shall be a
         corporation organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia;

                  (2)      the Surviving Person (if other than the Company)
         expressly assumes, by supplemental indenture in form reasonably
         satisfactory to the Trustee, executed and delivered to the Trustee by
         such Surviving Person, the due and punctual payment of the principal
         amount of the Senior Subordinated Notes, any accrued and unpaid
         interest on such principal amount, according to their tenor, and the
         due and punctual performance and observance of all the covenants and
         conditions of the indenture to be performed by the Company;

                  (3)      in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of the Company, such Property shall have been transferred as
         an entirety or virtually as an entirety to one Person;

                  (4)      immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(b)(4) and Sections
         5.01(b)(5) and (b)(6) below, any Debt that becomes, or is anticipated
         to become, an obligation of the Surviving Person or any Restricted
         Subsidiary as a result of such transaction or series of transactions as
         having been Incurred by the Surviving Person or such Restricted
         Subsidiary at the time of such transaction or series of transactions),
         no Default or Event of Default shall have occurred and be continuing;

                  (5)      immediately after giving effect to such transaction
         or series of transactions on a pro forma basis, the Company or the
         Surviving Person, as the case may be, would be able to Incur at least
         $l.00 of additional Debt pursuant to Section 4.09(b); and

                  (6)      the Surviving Person shall deliver, or cause to be
         delivered, to the Trustee, in form and substance reasonably
         satisfactory to the Trustee, an Officers' Certificate and an Opinion of
         Counsel, each stating that such transaction and the supplemental
         indenture, if any, in respect thereto comply with this Section 5.01 and
         that all conditions precedent herein provided for relating to such
         transaction have been satisfied.

                  (c) Parent shall not, and Parent and the Company shall not
permit any Subsidiary Guarantor to, merge, consolidate or amalgamate with or
into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions (other than (i) a merger of a Wholly Owned Restricted
Subsidiary into such Subsidiary Guarantor or (ii) a merger, consolida-
amalgamation

<PAGE>

                                      -86-

tion, or sale of all or substantially all of the Property of a Subsidiary
Guarantor in connection with the sale of such Subsidiary Guarantor or its
Property to a non-Affiliate third party that does not become an Affiliate as a
result of such transaction and is otherwise permitted under the indenture)
unless:

                  (1)      the Surviving Person (if not Parent or such
         Subsidiary Guarantor) formed by such merger, consolidation or
         amalgamation or to which such sale, transfer, assignment, lease,
         conveyance or disposition is made shall be a corporation, limited
         liability company, trust, partnership or similar entity organized and
         existing under the laws of United States of America, any State thereof
         or the District of Columbia and, in the case of Parent, is the Company;

                  (2)      the Surviving Person (if other than Parent or such
         Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee or a
         guarantee similar to the Parent Guarantee in form satisfactory to the
         Trustee, executed and delivered to the Trustee by such Surviving
         Person, the due and punctual performance and observance of all the
         obligations of Parent or such Subsidiary Guarantor under its Subsidiary
         Guarantee or Parent Guarantee, as the case may be;

                  (3)      in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of Parent, such Property shall have been transferred as an
         entirety or virtually as an entirety to one Person;

                  (4)      immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this Section 5.01(c)(4) and Sections
         5.01(c)(5) and (6) below, any Debt that becomes, or is anticipated to
         become, an obligation of the Surviving Person, the Company or any
         Restricted Subsidiary as a result of such transaction or series of
         transactions as having been Incurred by the Surviving Person, the
         Company or such Restricted Subsidiary at the time of such transaction
         or series of transactions), no Default or Event of Default shall have
         occurred and be continuing;

                  (5)      in the case of Parent only, immediately after giving
         effect to such transaction or series of transactions on a pro forma
         basis, the Company or the Surviving Person, as the case may be, would
         be able to Incur at least $1.00 of additional Debt under Section
         4.09(b); and

                  (6)      the Company shall deliver, or cause to be delivered,
         to the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such transaction and such Subsidiary Guarantee, if any, in
         respect thereto comply with this Section 5.01 and that all conditions
         precedent herein provided for relating to such transaction have been
         satisfied.

<PAGE>

                                      -87-

                  (d) The provisions of Section 5.01(c) (other than Section
5.01(c)(4)) shall not apply to any transactions which constitute an Asset Sale
if the Company has complied with Section 4.12.

                  (e) The Surviving Person shall succeed to, and be substituted
for, and may exercise every right and power of the Company under this Indenture
(or of Parent or the relevant Subsidiary Guarantor under the Parent Guarantee or
the related Subsidiary Guarantee, as the case may be), but the predecessor
Company in the case of:

                  (1)      a sale, transfer, assignment, conveyance or other
         disposition (unless such sale, transfer, assignment, conveyance or
         other disposition is of all the assets of Parent or the Company as an
         entirety or virtually as an entirety) of substantially all of the
         assets of Parent or the Company and its Restricted Subsidiaries, or

                  (2)      a lease,

shall not be released from any obligation to pay the principal amount of the
Senior Subordinated Notes, any accrued and unpaid interest.

SECTION 5.02.              Successor Person Substituted.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Restricted
Subsidiary in accordance with Section 5.01 above, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power the Company or such Restricted Subsidiary under this
Indenture with the same effect as if such successor corporation had been named
as the Company or such Restricted Subsidiary herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Senior Subordinated Notes.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.              Events of Default.

                  The following events shall be "Events of Default":

                  (1)      the Company defaults in any payment of interest on
         any Senior Subordinated Note when the same becomes due and payable and
         such default continues for a period of 30 days;

<PAGE>

                                      -88-

                  (2)      the Company defaults in the payment of the principal
         amount of any Senior Subordinated Note when the same becomes due and
         payable at its Stated Maturity, upon acceleration, redemption, optional
         redemption, required repurchase or otherwise;

                  (3)      the Company fails to comply with Section 4.08, 4.12
         or 5.01;

                  (4)      the Company fails to comply with any covenant or
         agreement in the Senior Subordinated Notes or in this Indenture (other
         than a failure that is the subject of the foregoing Section 6.01(1),
         (2) or (3)) and such failure continues for 60 days after written notice
         is given to the Company as specified in this Section 6.01;

                  (5)      a default by the Company or any Restricted Subsidiary
         under any Debt of the Company or any Restricted Subsidiary which
         results in acceleration of the maturity of such Debt, or the failure to
         pay any such Debt at maturity, in an aggregate principal amount in
         excess of $20 million, unless the Company is contesting such
         acceleration in good faith;

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

                                    (A)      commences a voluntary insolvency
                           proceeding;

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

                                    (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; provided, however, that the liquidation of any Restricted
         Subsidiary into another Restricted Subsidiary or the Company other than
         as part of a credit reorganization, shall not constitute an Event of
         Default under Section 6.01(6);

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

                                    (A)      is for relief against Parent, the
                           Company or any Significant Subsidiary in an
                           involuntary insolvency proceeding;

<PAGE>

                                      -89-

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

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

                                    (D)      grants any similar relief under any
                           foreign laws;

and in each such case the order or decree remains unstayed and in effect for 90
days;

                  (8)      any judgment or judgments for the payment of money in
         an unsecured aggregate amount (net of any amount covered by insurance
         issued by a reputable and creditworthy insurer that has not contested
         coverage or reserved rights with respect to the underlying claim and
         that continues to make payments pursuant to the terms of the relevant
         policy) in excess of $20 million at the time entered against the
         Company or any Restricted Subsidiary and shall not be waived, satisfied
         or discharged for any period of 60 consecutive days during which a stay
         of enforcement shall not be in effect or otherwise payable; or

                  (9)      (a) the Parent Guarantee or any Subsidiary Guarantee
         ceases to be in full force and effect (other than in accordance with
         the terms of the Parent Guarantee or such Subsidiary Guarantee, as the
         case may be) or (b) Parent or any Subsidiary Guarantor denies or
         disaffirms its obligations under the Parent Guarantee or its Subsidiary
         Guarantee, as the case may be; provided that in the case of clauses (a)
         and (b), such condition will only constitute an Event of Default if (a)
         such condition could adversely and materially affect the Holders or (b)
         such condition continues for over 10 days.

                  The foregoing will 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.

                  A Default under Section 6.01(4) is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
at maturity of the Senior Subordinated Notes then outstanding notify the Company
(and in the case of such notice by Holders, the Trustee) 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 of Default and any

<PAGE>

                                      -90-

event that with the giving of notice or the lapse of time would become an Event
of Default, its status and what action the Company is taking or proposes to take
with respect thereto.

                  The Company shall immediately notify the Trustee if a meeting
of the Board of Directors of the Company or the Board of Directors of Parent is
convened to consider any action mandated by a petition for debt settlement
proceedings or bankruptcy proceedings. The Company shall also promptly advise
the Trustee of the approval of the filing of a debt settlement or bankruptcy
petition prior to the filing of such petition.

SECTION 6.02.              Acceleration of Maturity; Rescission.

                  If an Event of Default with respect to the Senior Subordinated
Notes (other than an Event of Default specified in Sections 6.01(6) and 6.01(7))
shall have occurred and be continuing, the Trustee or the registered Holders of
not less than 25% in aggregate principal amount of the Senior Subordinated Notes
then outstanding may declare to be immediately due and payable the principal
amount of all the Senior Subordinated Notes then outstanding by written notice
to the Company and the Trustee, plus accrued but unpaid interest to the date of
acceleration. In case an Event of Default specified in Sections 6.01(6) and
6.01(7) shall occur, such amount with respect to all the Senior Subordinated
Notes shall be automatically due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders of the Senior
Subordinated Notes. After any such acceleration, but before a judgment or decree
based on acceleration is obtained by the Trustee, the registered Holders of a
majority in aggregate principal amount of the Senior Subordinated Notes then
outstanding may rescind and annul such acceleration if (i) if the rescission
would not conflict with any judgment or decree, (ii) if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration, (iii) to the extent the
payment of such interest is lawful, interest on overdue installments of interest
and overdue principal, which has become due otherwise than by such declaration
of acceleration, has been paid, (iv) if the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and all other amounts due to the Trustee under
Section 7.07 and (v) in the event of the cure or waiver of an Event of Default
of the type described in either Section 6.01 (6) or (7), the Trustee shall have
received an Officers' Certificate to the effect that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

                  In the event of a declaration of acceleration of the Senior
Subordinated Notes because an Event of Default described in Section 6.01(5) has
occurred and is continuing, the declaration of acceleration of the Senior
Subordinated Notes shall be automatically annulled if the payment default or
other default triggering such Event of Default pursuant to Section 6.01(5) shall
be remedied or cured by the Company or a Restricted Subsidiary or waived by the
holders of the relevant Debt within the grace period provided applicable to such
default

<PAGE>

                                      -91-

provided for in the documentation governing such Debt and if (a) the annulment
of the acceleration of the Senior Subordinated Notes would not conflict with any
judgment or decree of a court of competent jurisdiction and (b) all existing
Events of Default, except nonpayment of principal, premium or interest on the
Senior Subordinated Notes that became due solely because of the acceleration of
the Senior Subordinated Notes, have been cured or waived.

                  Subject to Section 7.01, in case an Event of Default shall
occur and be continuing, the Trustee shall be under no obligation to exercise
any of its rights or powers under this Indenture at the request or direction of
any of the Holders of the Senior Subordinated Notes, unless such Holders shall
have offered to the Trustee reasonable indemnity. Subject to Section 7.07, the
Holders of a majority in aggregate principal amount of the Senior Subordinated
Notes then outstanding will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Senior Subordinated Notes.

                  No Holder of Senior Subordinated Notes will have any right to
institute any proceeding with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any remedy hereunder, unless:

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

                  (b)      the Holders of at least 25% in aggregate principal
         amount of the Senior Subordinated Notes then outstanding have made
         written request and offered reasonable indemnity to the Trustee to
         institute such proceeding as trustee, and

                  (c)      the Trustee shall not have received from the Holders
         of a majority in aggregate principal amount of the Senior Subordinated
         Notes then outstanding a direction inconsistent with such request and
         shall have failed to institute such proceeding, within 60 days after
         such notice, request and offer.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Senior Subordinated Note for enforcement of payment of the
principal of, and premium, if any, or interest on, such Senior Subordinated Note
on or after the respective due dates expressed in such Senior Subordinated Note.

SECTION 6.03.              Other Remedies.

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

<PAGE>

                                      -92-

sary action requested of it as Trustee to settle, compromise, adjust or
otherwise conclude any proceedings to which it is a party.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Senior Subordinated Notes or does not produce any of them in
the proceeding. Any such proceeding instituted by the Trustee may be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provisions for the payment of the reasonable compensation,
expenses, disbursements of the Trustee and its counsel, be for the ratable
benefit of the Holders of the Senior Subordinated Notes in respect of which such
judgment has been recovered. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative, to the extent permitted by law. Any costs associated
with actions taken by the Trustee under this Section 6.03 shall be reimbursed to
the Trustee by the Company.

SECTION 6.04.              Waiver of Past Defaults and Events of Default.

                  Provided the Senior Subordinated Notes are not then due and
payable by reason of a declaration of acceleration, the Holders of a majority in
principal amount of Senior Subordinated Notes at the time outstanding may on
behalf of the Holders of all the Senior Subordinated Notes waive any past
Default with respect to such Senior Subordinated Notes and its consequences by
providing written notice thereof to the Company and the Trustee, except a
Default (1) in the payment of interest on or the principal of any Senior
Subordinated Note or (2) in respect of a covenant or provision hereof which
under this Indenture cannot be modified or amended without the consent of the
Holder of each outstanding Senior Subordinated Note affected. In the case of any
such waiver, the Company, the Trustee and the Holders of the Senior Subordinated
Notes will be restored to their former positions and rights under this
Indenture, respectively; provided that no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

SECTION 6.05.              Control by Majority.

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

<PAGE>

                                      -93-

SECTION 6.06.              Limitation on Suits.

                  No Holder of Senior Subordinated Notes will have any right to
institute any proceeding with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any remedy hereunder unless:

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

                  (2)      the Holders of at least 25% in aggregate principal
         amount of outstanding Senior Subordinated Notes make a written request
         to the Trustee to institute such proceeding or to pursue such remedy as
         trustee;

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

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

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

                  However, such limitations do not apply to a suit instituted by
a Holder of any Senior Subordinated Note for enforcement of payment of the
principal of, and premium, if any, or interest on, such Senior Subordinated Note
on or after the respective due date expressed in such Senior Subordinated Note.
A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

SECTION 6.07.              No Personal Liability of Directors, Officers,
                           Employees and Stockholders.

                  No director, officer, employee or stockholder of the Company,
or any Subsidiary Guarantor, shall have any liability for any obligations of the
Company, or any Subsidiary Guarantor, under the Senior Subordinated Notes or
this Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Senior Subordinated Notes by
accepting a Senior Subordinated Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Senior
Subordinated Notes. The waiver may not be effective to waive liabilities under
the U.S. federal securities laws.

<PAGE>

                                      -94-

SECTION 6.08.              Rights of Holders To Receive Payment.

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

SECTION 6.09.              Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest 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 or any Guarantor (or any other obligor on the Senior
Subordinated Notes) for the whole amount of unpaid principal and accrued
interest remaining unpaid.

SECTION 6.10.              Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Company or any Guarantor (or any other
obligor upon the Senior Subordinated Notes), its creditors or its Property and,
unless prohibited by law, shall be entitled and empowered to collect and receive
any monies or other Property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan or reorganization, arrangement, adjustment or composition affecting the
Senior Subordinated Notes or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceedings. All rights of action and claims under this Indenture or the Senior
Subordinated Notes may be prosecuted and enforced by the Trustee without the
possession of any of the Senior Subordinated Notes thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express

<PAGE>

                                      -95-

trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders in
respect of which such judgment has been recovered.

SECTION 6.11.              Priorities.

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

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

                  SECOND:  to Holders for amounts due and unpaid on the Senior
         Subordinated Notes for principal, premium, if any, and interest
         (including Additional Interest, if any) as to each, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Notes; and

                  THIRD:   to the Company or, to the extent the Trustee collects
         any amount from any Subsidiary Guarantor, to such Subsidiary Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.11.

SECTION 6.12.              Undertaking for Costs.

                  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 and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10%
in principal amount of the Senior Subordinated Notes then outstanding.

<PAGE>

                                      -96-

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.              Duties of Trustee.

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

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

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

                  (1)      The Trustee need perform only such duties as are
         specifically set forth in this Indenture and no others.

                  (2)      In the absence of bad faith or willful misconduct on
         its part, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture but, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform on
         their face to the requirements of this Indenture (but need not confirm
         or investigate the accuracy of mathematical calculations or other facts
         stated therein). Whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, conclusively rely upon an
         Officers' Certificate, subject to the requirement in the preceding
         sentence, if applicable.

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

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

<PAGE>

                                      -97-

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

                  (3)      The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction of the Holders of a majority in aggregate principal amount of
         the Senior Subordinated Notes received by it pursuant to the terms
         hereof.

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

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

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

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

SECTION 7.02.              Rights of Trustee.

                  Subject to Section 7.01:

                  (1)      The Trustee may conclusively rely on any document
         (whether in its original or facsimile form) reasonably believed by it
         to be genuine and to have been signed or presented by the proper
         person. The Trustee need not investigate any fact or matter stated in
         the document.

                  (2)      Before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 13.05. The Trustee
         shall be protected and shall not be liable for any action it takes or
         omits to take in good faith in reliance on such certificate or opinion.

<PAGE>

                                      -98-

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

                  (4)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers; provided that the Trustee's
         conduct does not constitute willful misconduct, negligence or bad
         faith.

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

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

                  (7)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books records, and premises of the Company, personally or
         by agent or attorney at the sole cost of the Company and shall incur no
         liability or additional liability of any kind by reason of such inquiry
         or investigation;

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

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

                  (10)     the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such

<PAGE>

                                      -99-

         time to take specified actions pursuant to this Indenture, which
         Officers' Certificate may be signed by any person authorized to sign an
         Officers' Certificate, including any person specified as so authorized
         in any such certificate previously delivered and not suspended.

SECTION 7.03.              Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Senior Subordinated Notes and may make loans to, accept
deposits from, perform services for or otherwise deal with either of the Company
or any Guarantor, or any Affiliate thereof, with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. The Trustee,
however, shall be subject to 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 Senior
Subordinated Notes or any Guarantee, it shall not be accountable for the
Company's or any Guarantor's use of the proceeds from the sale of Senior
Subordinated Notes or any money paid to the Company or any Guarantor pursuant to
the terms of this Indenture and it shall not be responsible for any statement in
the Senior Subordinated Notes, Guarantee or this Indenture other than its
certificate of authentication, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the Senior
Subordinated Notes and perform its obligations hereunder and that the statements
made by it in any Statement of Eligibility and Qualification on Form T-1 to be
supplied to the Company will be true and accurate subject to the qualifications
set forth therein.

SECTION 7.05.              Notice of Defaults.

                  If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall give to each Holder a notice of the Default
within 90 days after it occurs in the manner and to the extent provided in the
TIA and otherwise as provided in this Indenture. Except in the case of a Default
in payment of the principal of or interest on any Senior Subordinated Note
(including payments pursuant to a redemption or repurchase of the Senior
Subordinated Notes pursuant to the provisions of this Indenture), the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Holders.

SECTION 7.06.              Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after June
15 of any year, commencing 2003 the Trustee shall mail to each Holder a brief
report dated as of such date that

<PAGE>

                                     -100-

complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c) and TIA Section 313(d).

                  Reports pursuant to this Section 7.06 shall be transmitted by
mail:

                  (1)      to all Holders of Senior Subordinated Notes, as the
         names and addresses of such Holders appear on the Registrar's books;
         and

                  (2)      to such Holders of Senior Subordinated Notes as have,
         within the two years preceding such transmission, filed their names and
         addresses with the Trustee for that purpose.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the Commission and each stock exchange on which the Senior
Subordinated Notes are listed. The Company shall promptly notify the Trustee
when the Senior Subordinated Notes are listed on any stock exchange or delisted
therefrom.

SECTION 7.07.              Compensation and Indemnity.

                  The Company and the Guarantors shall pay to the Trustee and
Agents from time to time such compensation for their services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as shall be agreed upon in
writing. The Company and the Guarantors shall reimburse the Trustee and Agents
upon request for all reasonable disbursements, expenses and advances incurred or
made by them in connection with the Trustee's duties under this Indenture,
including the reasonable compensation, disbursements and expenses of the
Trustee's agents and external counsel, except any expense disbursement or
advance as may be attributable to its willful misconduct, negligence or bad
faith.

                  The Company and the Guarantors, jointly and severally, shall
fully indemnify each of the Trustee and any predecessor Trustee for, and hold
each of them harmless against, any and all loss, damage, claim, liability or
expense, including without limitation taxes (other than taxes based on the
income of the Trustee or such Agent) and reasonable attorneys' fees and expenses
incurred by each of them in connection with the acceptance or performance of its
duties under this Indenture including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder (including, without
limitation, settlement costs). The Trustee or Agent shall notify the Company and
the Guarantors in writing promptly of any claim of which a Responsible Officer
of the Trustee has actual knowledge asserted against the Trustee or Agent for
which it may seek indemnity; provided that the failure by the Trustee or Agent
to so notify the Company and the Guarantors shall not relieve the Company and
Guarantors of their obligations hereunder except to the extent the Company and
the Guarantors are actually preju-

<PAGE>

                                     -101-

diced thereby. In the event that a conflict of interest exists, the Trustee may
have separate counsel, which counsel must be reasonably acceptable to the
Company and the Company shall pay the reasonable fees and expenses of such
counsel.

                  Notwithstanding the foregoing, the Company and the Guarantors
need not reimburse the Trustee for any expense or indemnify it against any loss
or liability to have been incurred by the Trustee through its own willful
misconduct, negligence or bad faith.

                  To secure the payment obligations of the Company and the
Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Senior Subordinated Notes on all money or Property held or collected by the
Trustee except for Escrowed Property and such money or Property held in trust to
pay principal of and interest on particular Senior Subordinated Notes.

                  The obligations of the Company and the Guarantors under this
Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Guarantors and shall survive
the resignation or removal of the Trustee and the satisfaction, discharge or
other termination of this Indenture, including any termination or rejection
hereof under any Bankruptcy Law.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to this Article Seven.

SECTION 7.08.              Replacement of Trustee.

                  The Trustee shall comply with Section 313(b) of the TIA, to
the extent applicable.

                  The Trustee may resign by so notifying the Company and the
Guarantors in writing no later than 15 Business Days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the
outstanding Senior Subordinated Notes may remove the Trustee by notifying the
Company and the removed Trustee in writing and may appoint a successor Trustee
with the Company's written consent, which consent shall not be unreasonably
withheld. The Company may remove the Trustee at its election if:

                  (1)      the Trustee fails to comply with Section 7.10 or
         Section 310 of the TIA;

<PAGE>

                                     -102-

                  (2)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief entered with respect to the Trustee under
         Bankruptcy Law;

                  (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 or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, the Guarantors or the Holders of a majority in principal amount of the
outstanding Senior Subordinated Notes may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Guarantors.
Immediately following such delivery, the retiring Trustee shall, subject to its
rights under Section 7.07, transfer all Property held by it as Trustee to the
successor Trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Holder. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company's obligations under Section
7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.              Successor Trustee by Consolidation, Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10.              Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The
Trustee (together with its corporate parent)

<PAGE>

                                     -103-

shall have a combined capital and surplus of at least $50 million as set forth
in the most recent applicable published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the provision in Section
310(b)(1).

SECTION 7.11.              Preferential Collection of Claims Against Company.

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

SECTION 7.12.              Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (A)      that it will hold all sums held by it as agent for
         the payment of principal of, or premium, if any, or interest on, the
         Senior Subordinated Notes (whether such sums have been paid to it by
         the Company or by any obligor on the Senior Subordinated Notes) in
         trust for the benefit of Holders of the Senior Subordinated Notes or
         the Trustee;

                  (B)      that it will at any time during the continuance of
         any Event of Default, upon written request from the Trustee, deliver to
         the Trustee all sums so held in trust by it together with a full
         accounting thereof; and

                  (C)      that it will give the Trustee written notice within
         three (3) Business Days of any failure of the Company (or by any
         obligor on the Senior Subordinated Notes) in the payment of any
         installment of the principal of, premium, if any, or interest on, the
         Senior Subordinated Notes when the same shall be due and payable.

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01.              Without Consent of Holders.

                  (a)      The Company and the Trustee may modify and amend this
Indenture or any Security Document without the consent of any Holder (including
entering into the Security Documents upon the date of Release), for any of the
following purposes:

<PAGE>

                                     -104-

                  (i)      to cure any ambiguity, omission, defect or
         inconsistency in this Indenture or any Security Document;

                  (ii)     to comply with Section 5.01;

                  (iii)    to provide for uncertificated Senior Subordinated
         Notes, in addition to or in place of certificated Senior Subordinated
         Notes;

                  (iv)     to add additional Guarantees with respect to the
         Senior Subordinated Notes;

                  (v)      to secure the Senior Subordinated Notes under this
         Indenture;

                  (vi)     to add to the covenants of the Company for the
         benefit of the Holders of the Senior Subordinated Notes or to surrender
         any right or power conferred upon the Company;

                  (vii)    to make any change that does not adversely affect the
         rights of any Holder of the Senior Subordinated Notes;

                  (viii)   to comply with any requirement of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act;

                  (ix)     to provide for the issuance of Additional Senior
         Subordinated Notes in accordance with this Indenture, including the
         issuance of Additional Senior Subordinated Notes as restricted
         securities under the Securities Act and substantially identical
         Additional Senior Subordinated Notes pursuant to an exchange offer
         registered with the Commission; or

                  (x)      to evidence and provide the acceptance of the
         appointment of a successor Trustee under Section 7.09.

                  (b)      On the date of the Release, RHD, the Guarantors and
Trustee (without notice to or the consent of any Holder) shall enter into the
supplemental indenture attached as Exhibit B to the Escrow Agreement (the
"Release Date Supplemental Indenture"), pursuant to which RHD will assume the
obligations of Finance Corp. hereunder, and the Guarantors shall each execute
the notation of guarantee in the form of Exhibit F and deliver the same to the
Trustee.

SECTION 8.02.              With Consent of Holders.

                  (a)      This Indenture may be amended with the consent of the
registered Holders of a majority in aggregate principal amount of the Senior
Subordinated Notes then

<PAGE>

                                     -105-

outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Senior Subordinated Notes) and any past default or
compliance with any provisions may also be waived (except a default in the
payment of principal, premium or interest and Section 8.01) with the consent of
the registered Holders of at least a majority in aggregate principal amount of
the Senior Subordinated Notes then outstanding.

                  (b)      However, without the consent of each Holder of an
outstanding Senior Subordinated Note, no amendment may,

                  (1)      reduce the amount of Senior Subordinated Notes whose
         holders must consent to an amendment, supplement or waiver,

                  (2)      reduce the rate of or change the time for payment of
         interest on any Senior Subordinated Note,

                  (3)      reduce the principal of or change the Stated Maturity
         of any Senior Subordinated Note,

                  (4)      make any Senior Subordinated Note payable in money
         other than that stated in the Senior Subordinated Note,

                  (5)      impair the right of any Holder of the Senior
         Subordinated Notes to receive payment of principal of and interest on
         such Holder's Senior Subordinated Notes on or after the due dates
         therefor or to institute suit for the enforcement of any payment on or
         with respect to such Holder's Senior Subordinated Notes, the Parent
         Guarantee or the Subsidiary Guarantees,

                  (6)      (A) release Parent or any Subsidiary Guarantor from
         its obligations under the Parent Guarantee or its Subsidiary Guarantee,
         as the case may be, or this Indenture other than pursuant to the terms
         of this Indenture, or (B) release any security interest that may have
         been granted in favor of the Holders of the Senior Subordinated Notes
         pursuant to Section 4.11 other than pursuant to the terms of this
         Indenture,

                  (7)      modify the provisions of Section 4.08 or the related
         definitions at any time on or after the Company is obligated to make a
         Change of Control Offer,

                  (8)      prior to the Release, release or modify in any
         respect the Lien of the Trustee on the Escrowed Property, or

                  (9)      waive a default in the payment of principal of or
         premium, if any, or interest, if any, on the Senior Subordinated Notes
         (except as set forth under Section 6.01).

<PAGE>

                                     -106-

                  (c)      The consent of the Holders of the Senior Subordinated
Notes shall not be necessary to approve the particular form of any proposed
amendment. It shall be sufficient if such consent approves the substance of the
proposed amendment.

                  (d)      After an amendment that requires the consent of the
Holders of Senior Subordinated Notes becomes effective, the Company shall mail
to each registered Holder of the Senior Subordinated Notes at such holder's
address appearing in the security register a notice briefly describing such
amendment. However, the failure to give such notice to all Holders of the Senior
Subordinated Notes, or any defect therein, shall not impair or affect the
validity of the amendment.

                  (e)      Upon the written request of the Company accompanied
by a board resolution authorizing the execution of any such supplemental
indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders as aforesaid and upon
receipt by the Trustee of the documents described in Section 8.06, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

SECTION 8.03.              Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Senior
Subordinated Notes shall comply with the TIA as then in effect.

SECTION 8.04.              Revocation and Effect of Consents.

                  (a)      After an amendment, supplement, waiver or other
action becomes effective, a consent to it by a Holder of a Senior Subordinated
Note is a continuing consent conclusive and binding upon such Holder and every
subsequent Holder of the same Senior Subordinated Note or portion thereof, and
of any Senior Subordinated Note issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any
such Senior Subordinated Note.

                  (b)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date unless the consent of the requisite number
of Holders has been obtained.

<PAGE>

                                      -107-

SECTION 8.05.              Notation on or Exchange of Senior Subordinated Notes.

                  If an amendment, supplement or waiver changes the terms of a
Senior Subordinated Note, the Trustee (in accordance with the specific written
direction of the Company) shall request the Holder of the Senior Subordinated
Note (in accordance with the specific written direction of the Company) to
deliver it to the Trustee. In such case, the Trustee shall place an appropriate
notation on the Senior Subordinated Note about the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Senior Subordinated Note shall issue, the Guarantors
shall endorse and the Trustee shall authenticate a new Senior Subordinated Note
that reflects the changed terms. Failure to make the appropriate notation or
issue a new Senior Subordinated Note shall not affect the validity and effect of
such amendment, supplement or waiver.

SECTION 8.06.              Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 13.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Company and the Guarantors,
enforceable against the Company and the Guarantors in accordance with its terms
(subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.              Discharge of Liability on Senior Subordinated Notes;
                           Defeasance.

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

                  (i)      either (x) all Senior Subordinated Notes that have
         been authenticated, except lost, stolen or destroyed Senior
         Subordinated Notes that have been replaced or paid and Senior
         Subordinated Notes for whose payment money has been deposited in

<PAGE>

                                      -108-

         trust and thereafter repaid to the Company, have been delivered to the
         Trustee for cancellation; or (y) all Senior Subordinated Notes that
         have not been delivered to the Trustee for cancellation have become due
         and payable by reason of the mailing of a notice of redemption or
         otherwise or will become due and payable within one year and the
         Company, Parent or any Subsidiary Guarantor has irrevocably deposited
         or caused to be deposited with the Trustee as trust funds in trust
         solely for the benefit of the Holders, cash in U.S. dollars,
         non-callable Government Obligations, or a combination of cash in U.S.
         dollars and non-callable Government Obligations, in amounts as will be
         sufficient without consideration of any reinvestment of interest, to
         pay and discharge the entire indebtedness on the Senior Subordinated
         Notes not delivered to the Trustee for cancellation for principal,
         premium, if any, and accrued interest to the date of maturity or
         redemption;

                  (ii)     no Default or Event of Default has occurred and is
         continuing on the date of the deposit;

                  (iii)    the Company, Parent or the Subsidiary Guarantor has
         paid or caused to be paid all sums payable by it under this Indenture;
         and

                  (iv)     the Company has delivered irrevocable instructions to
         the trustee under this Indenture to apply the deposited money toward
         the payment of the Senior Subordinated Notes at maturity or the
         redemption date, as the case may be.

                  In addition, the Company shall deliver an Officers'
Certificate and an Opinion of Counsel stating that all conditions precedent to
satisfaction and discharge have been satisfied and at the cost and expense of
the Company.

                  (b)      Subject to Sections 9.01(c) and 9.02, the Company
may, at its option and at any time, elect to terminate some or all of its
obligations and the obligations of the Guarantors under the outstanding Senior
Subordinated Notes and this Indenture (hereinafter, "Legal Defeasance") except
for obligations under Sections 2.04, 2.07 and 2.08 and obligations under the
TIA. At any time, the Company may terminate its obligations (i) under Sections
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 (ii)
under Sections 6.01(5), (6), (7), (8) (with respect to Significant Subsidiaries)
or (9) and (iii) under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6) on a date
the conditions set forth in Section 9.02 are satisfied (hereinafter, "Covenant
Defeasance") and thereafter, any omission to comply with any covenant referred
to in clause (ii) above will not constitute a Default or Event of Default with
respect to the Senior Subordinated Notes. The Company may exercise its Legal
Defeasance option notwithstanding its prior exercise of its Covenant Defeasance
option.

                  (c)      If the Company exercises its Legal Defeasance option,
payment of the Senior Subordinated Notes may not be accelerated because of an
Event of Default with re-

<PAGE>

                                      -109-

spect thereto. If the Company exercises its Covenant Defeasance option, payment
of the Senior Subordinated Notes may not be accelerated because of an Event of
Default as described in Section 6.01(3) (insofar as such Event of Default
applies to obligations under Sections 5.01(b)(5), (b)(6), (c)(5) and (c)(6)),
under Section 6.01(4) (insofar as such Event of Default applies to obligations
under Sections 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17), under
Sections 6.01(5), (6), (7) (in the case of Sections 6.01 (6) and (7), with
respect to Significant Subsidiaries only) or under Section 6.01(8) or the
failure of the Company to comply with Section 5.01(b)(5) or (c)(5). If the
Company exercises its Legal Defeasance option, each Guarantor, if any, shall be
released from all its obligations under its Guarantee, and the Trustee shall
execute a release of such Subsidiary Guarantee. If the Company exercises its
Covenant Defeasance option, each Guarantor, if any, shall be released from its
obligations under its Guarantee to the extent that the Company is released from
its obligations under this Indenture.

                  (d)      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.

                  (e)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.04, 2.06, 2.07, 2.08,7.07, 9.05, 9.06 and
9.08 shall survive until such time as the Senior Subordinated Notes have been
paid in full. Thereafter, the Company's obligations in Sections 7.07, 9.05 and
9.06 shall survive.

SECTION 9.02.              Conditions to Defeasance.

                  The Legal Defeasance option or the Covenant Defeasance option,
in Section 9.01, may be exercised only if:

         (a)      the Company irrevocably deposits in trust with the Trustee
                  money or Government Obligations, or a combination thereof, for
                  the payment of principal of and interest on the Senior
                  Subordinated Notes to maturity or redemption, as the case may
                  be;

         (b)      the Company delivers to the Trustee a certificate from an
                  internationally recognized firm of independent certified
                  public accountants expressing their opinion that the payments
                  of principal, premium, if any, and interest when due and
                  without reinvestment on the deposited 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, premium, if any, and interest when due on all the
                  Senior Subordinated Notes to maturity or redemption, as the
                  case may be;

<PAGE>

                                      -110-

         (c)      123 days pass after the deposit is made and during the 123-day
                  period no Default described in Section 6.01(7) occurs with
                  respect to the Company or any other Person making such deposit
                  which is continuing at the end of the period;

         (d)      no Default or Event of Default has occurred and is continuing
                  on the date of such deposit and after giving effect thereto;

         (e)      such deposit does not constitute a default under any other
                  material agreement or instrument binding on the Company;

         (f)      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;

         (g)      in the case of an election of Legal Defeasance under Section
                  9.01, the Company delivers to the Trustee an Opinion of
                  Counsel stating that:

                           (1)      the Company has received from, or there has
                  been published by, the Internal Revenue Service a ruling; or

                           (2)      since the date of this Indenture there has
                  been a change in the applicable U.S. federal income tax law,

         to the effect, in either case, that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders of the Senior Subordinated
         Notes will not recognize income, gain or loss for U.S. federal income
         tax purposes as a result of such Legal Defeasance election and will be
         subject to U.S. federal income tax on the same amounts, in the same
         manner and at the same time as would have been the case if such
         election has not occurred;

         (h)      in the case of an election of Covenant Defeasance under
                  Section 9.01, the Company delivers to the Trustee an Opinion
                  of Counsel to the effect that the Holders of the Senior
                  Subordinated Notes will not recognize income, gain or loss for
                  U.S. federal income tax purposes as a result of such Covenant
                  Defeasance and will be subject to U.S. federal income tax on
                  the same amounts, in the same manner and at the same times as
                  would have been the case if such election had not occurred;
                  and

         (i)      the Company delivers to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that all conditions
                  precedent to an election under 9.01 have been complied with as
                  required by this Indenture.

<PAGE>

                                      -111-

SECTION  9.03.             Deposited Money and Government Obligations To Be
                           Held in Trust; Other Miscellaneous Provisions.

                  All money and Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of
the outstanding Senior Subordinated Notes shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Senior Subordinated Notes
and this Indenture, to the payment, either directly or through any Paying Agent,
to the Holders of such Senior Subordinated Notes, of all sums due and to become
due thereon in respect of principal, premium, if any, and accrued interest, but
such money need not be segregated from other funds except to the extent required
by law.

                  The Company and the Guarantors shall (on a joint and several
basis) pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 9.02(a) or the principal, premium, if any, and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Senior Subordinated Notes.

                  Anything in this Article Nine to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon a request
of the Company any money or Government Obligations held by it as provided in
Section 9.02(a) which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 9.04.              Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 9.01 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 and each Guarantor's obligations under this Indenture, the Senior
Subordinated Notes and the Guarantees shall be revived and reinstated as though
no deposit had occurred pursuant to this Article Nine until such time as the
Trustee or Paying Agent is permitted to apply all such money or Government
Obligations in accordance with Section 9.01; provided that if the Company or the
Guarantors have made any payment of principal of, premium, if any, or accrued
interest on any Senior Subordinated Notes because of the reinstatement of their
obligations, the Company or the Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Senior Subordinated Notes to
receive such payment from the money or Government Obligations held by the
Trustee or Paying Agent.

<PAGE>

                                      -112-

SECTION 9.05.              Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon written demand of the Company, be paid to the Trustee, or
if sufficient moneys have been deposited pursuant to Section 9.02(a), to the
Company upon a request of the Company (or, if such moneys had been deposited by
the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

SECTION 9.06.              Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Guarantors in trust for the payment of the
principal of or premium, if any, or interest on any Senior Subordinated Note
that are not applied but remain unclaimed by the Holder of such Senior
Subordinated Note for two years after the date upon which the principal of or
premium, if any, or interest on such Senior Subordinated Note shall have
respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Guarantors) upon a request of the Company, or if such moneys
are then held by the Company or the Guarantors in trust, such moneys shall be
released from such trust; and the Holder of such Senior Subordinated Note
entitled to receive such payment shall thereafter, as an unsecured general
creditor, look only to the Company and the Guarantors for the payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money shall thereupon cease; provided that the Trustee or any such Paying Agent,
before being required to make any such repayment, may, at the expense of the
Company and the Guarantors, either mail to each Holder affected, at the address
shown in the register of the Senior Subordinated Notes maintained by the
Registrar pursuant to Section 2.04, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the Guarantors or the
release of any money held in trust by the Company or any Guarantors, as the case
may be, Holders entitled to the money must look only to the Company and the
Guarantors for payment as general creditors unless applicable abandoned property
law designates another Person.

<PAGE>

                                      -113-

                                   ARTICLE TEN

                             GUARANTEE OF SECURITIES

SECTION 10.01.             Guarantee.

                  Prior to the Release, the Senior Subordinated Notes will not
be guaranteed. From and after the Merger and Release and subject to the
provisions of this Article Ten, Parent (the "Parent Guarantee") and Subsidiary
Guarantors, by execution of the Release Date Supplemental Indenture, fully and
unconditionally, jointly and severally, on an unsecured senior subordinated
basis, guarantee to each Holder (i) the due and punctual payment of the
principal of and interest on each Senior Subordinated Note, when and as the same
shall become due and payable, whether at maturity, by acceleration or otherwise,
the due and punctual payment of interest on the overdue principal of and
interest on the Senior Subordinated Notes, to the extent lawful, and the due and
punctual payment of all other obligations and due and punctual performance of
all obligations of the Company to the Holders or the Trustee all in accordance
with the terms of such Senior Subordinated Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Senior Subordinated Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at stated maturity, by
acceleration or otherwise. From and after the Merger and Release, each
Guarantor, by execution of the Release Date Supplemental Indenture, agrees that
its obligations hereunder shall be absolute and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or unenforceability of
any such Senior Subordinated Note or this Indenture, any failure to enforce the
provisions of any such Senior Subordinated Note, this Indenture or the
Registration Rights Agreement, any waiver, modification or indulgence granted to
the Company with respect thereto by the Holder of such Senior Subordinated Note,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or such Guarantor.

                  Each Guarantor hereby waives diligence, presentment, demand
for payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Senior Subordinated Note or the Debt
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged as to any such Senior Subordinated Note except by payment
in full of the principal thereof and interest thereon. Each Guarantor hereby
agrees that, as between such Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed

<PAGE>

                                      -114-

hereby, and (ii) in the event of any declaration of acceleration of such
obligations as provided in Article Six, such obligations (whether or not due and
payable) shall forthwith become due and payable by each Guarantor for the
purpose of this Guarantee.

                  The Subsidiary Guarantee of any Subsidiary Guarantor may be
released pursuant to Section 4.19 or Section 10.03.

                  The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of any Holder under the Guarantees.

SECTION 10.02.             Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 10.01,
each Guarantor hereby agrees, on the date of the Release, that a notation of
such Guarantee, substantially in the form included in Exhibit F hereto, shall be
endorsed on each Senior Subordinated Note authenticated and delivered by the
Trustee on the date of the Release and such Guarantee shall be executed by
either manual or facsimile signature of an Officer or an Officer of a general
partner, as the case may be, of each Guarantor. The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed to any
particular Senior Subordinated Note.

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

                  If an Officer of a Guarantor whose signature is on this
Indenture or a Guarantee no longer holds that office at the time the Trustee
authenticates the Senior Subordinated Note on which such Guarantee is endorsed
or at any time thereafter, such Guarantor's Guarantee of such Senior
Subordinated Note shall be valid nevertheless.

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

SECTION 10.03.             Release of Guarantors.

                  The Guarantee of any Guarantor will be automatically and
unconditionally released and discharged upon any of the following:

         (A)      in connection with the sale of (A) that number of shares of
                  Capital Stock of such Subsidiary Guarantor such that such
                  Subsidiary Guarantor is no longer a Subsidiary of the Company
                  or another Restricted Subsidiary or (B) all or sub-

<PAGE>

                                      -115-

                  stantially all of the assets of such Subsidiary Guarantor to a
                  Person that is not the Company, Parent or another Restricted
                  Subsidiary of the Company; provided that such sale complies
                  with Section 4.12;

         (B)      the designation of such Guarantor as an Unrestricted
                  Subsidiary in accordance with the provisions of this
                  Indenture;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

                  In addition, in the event a Subsidiary becomes a Subsidiary
Guarantor solely because it Guarantees other Debt, then upon the full and
unconditional release of the Guarantee of such other Debt (provided that the
Trustee is given 90 days written notice of such other release) such Subsidiary
Guarantee of such Subsidiary Guarantor shall also be released.

                  The Trustee shall execute any documents reasonably requested
by either the Company or a Guarantor in order to evidence the release of such
Guarantor from its obligations under its Guarantee endorsed on the Senior
Subordinated Notes and under this Article Ten.

SECTION 10.04.             Waiver of Subrogation.

                  Until all the obligations under the Senior Subordinated Notes
and the Guarantees are satisfied in full, each Guarantor hereby irrevocably
waives any claim or other rights which it may now or hereafter acquire against
the Company that arise from the existence, payment, performance or enforcement
of such Guarantor's obligations under its Guarantee and this Indenture,
including, without limitation, any right of subrogation, reimbursement,
exoneration, indemnification, and any right to participate in any claim or
remedy of any Holder of Senior Subordinated Notes against the Company, whether
or not such claim, remedy or right arises in equity, or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Company, directly or indirectly, in cash or other Property or by set-off or
in any other manner, payment or Senior Subordinated Note on account of such
claim or other rights. If any amount shall be paid to any Guarantor in violation
of the preceding sentence and the Senior Subordinated Notes shall not have been
paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Senior Subordinated Notes, and shall forthwith be paid to the Trustee for
the benefit of such Holders to be credited and applied upon the Senior
Subordinated Notes, whether matured or unmatured, in accordance with the terms
of this Indenture. Each Guarantor acknowledges that it will receive direct and
indirect benefits from

<PAGE>

                                     -116-

the financing arrangements contemplated by this Indenture and that the
waiver set forth in this Section 10.04 is knowingly made in contemplation of
such benefits.

SECTION 10.05.             Notice to Trustee.

                  The Company or any Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or any such Guarantor which
would prohibit the making of any payment to or by the Trustee at its Corporate
Trust Office in respect of the Guarantees. Notwithstanding the provisions of
this Article Ten or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Guarantees, unless
and until the Trustee shall have received written notice thereof from the
Company no later than one Business Day prior to such payment; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice referred to in
this Section 10.05 at least one Business Day prior to the date upon which by the
terms hereof any such payment may become payable for any purpose under this
Indenture (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Senior Subordinated Note), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purpose
for which such money was received and shall not be affected by any notice to the
contrary which may be received by it less than one Business Day prior to such
date.

SECTION 10.06.             Subordination of Guarantee.

                  The obligations of each Guarantor under its Guarantee pursuant
to this Article Ten shall be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Senior Subordinated Notes are junior and
subordinated to the Senior Debt of the Company. For the purposes of the
foregoing sentence, and notwithstanding anything to the contrary contained
herein, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors (or any Persons acting on their behalf)
only at such times as they may receive and/or retain payments in respect of the
Senior Subordinated Notes pursuant to this Indenture, including Article Twelve,
and the Holders of Senior Debt shall have the same rights and remedies provided
for in Article Twelve.

<PAGE>

                                      -117-

                                 ARTICLE ELEVEN

                               SECURITY DOCUMENTS

SECTION 11.01.             Security Documents.

                  The due and punctual payment of the principal of and interest
on the Senior Subordinated Notes when and as the same shall be due and payable,
whether on an Interest Payment Date, at maturity, by acceleration, repurchase,
redemption, special redemption or otherwise, and interest on the overdue
principal of and interest on the Senior Subordinated Notes and performance of
all other obligations of the Company and the Guarantors to the Holders or the
Trustee under this Indenture and the Senior Subordinated Notes, according to the
terms hereunder or thereunder, shall be secured as provided in the Security
Documents. Each Holder, by its acceptance of the Senior Subordinated Notes,
consents and agrees to the terms of the Security Documents (including, without
limitation, the provisions providing for foreclosure and release of Collateral)
as the same may be in effect or may be amended from time to time in accordance
with their terms. The Company shall deliver to the Trustee copies of all
documents delivered to the Securities Intermediary pursuant to the Security
Documents, and shall do or cause to be done all such acts and things as may be
necessary or proper, or as may be required by the provisions of the Security
Documents, to assure and confirm to the Trustee the security interest in the
Collateral contemplated hereby, by the Security Documents or any part thereof,
as from time to time constituted, so as to render the same available for the
security and benefit of this Indenture and of the Senior Subordinated Notes
secured thereby, according to the intent and purposes herein and therein
expressed. The Company shall take, any and all actions reasonably required to
cause the Security Documents to create and maintain, as security for the
obligations of the Company hereunder, a valid and enforceable perfected lien on
and security interest in all the Collateral, in favor of the Securities
Intermediary for the benefit of the Holders and other Persons for whose benefit
the Securities Intermediary or Trustee, as applicable, acts pursuant to the
Security Documents.

SECTION 11.02.             Recording and Opinions.

                  (a)      The Company shall take or cause to be taken all
action required to perfect, maintain, preserve and protect the Lien on and
security interest in the Collateral granted by the Security Documents. For the
avoidance of doubt, no Lien (other than that of the Trustee on behalf of the
Holders) shall be permitted to exist on the Collateral. The Company shall from
time to time promptly pay all financing, continuation statement and mortgage
recording, registration and/or filing fees, charges and taxes relating to this
Indenture and the Security Documents, any amendments thereto and any other
instruments of further assurance required hereunder or pursuant to the Security
Documents. The Trustee shall have no obligation to, nor shall it be responsible
for any failure to, so register, file or record.

<PAGE>

                                      -118-

                  (b)      The Company shall at all times comply with the
provisions of TIA Section. 314(b), whether or not the TIA is then applicable to
the obligations of the Company and, if applicable, the Guarantors under this
Indenture.

SECTION 11.03.             Release of Collateral.

                  (a)      Collateral may (and, as applicable, shall) be
released or substituted only in accordance with the terms of the Security
Documents.

                  (b)      The release of any Collateral from the terms of this
Indenture and the Security Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released pursuant to the terms of the Security
Documents.

SECTION 11.04.             Certificates of the Company.

                  To the extent applicable, the Company shall comply with TIA
Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of Property or securities from the lien and security interest of the
Security Documents and relating to the substitution therefor of any Property or
securities to be subjected to the lien and security interest of the Security
Documents. Any certificate or opinion required by TIA Section 314(d) may be made
by an Officer of the Company except in cases where TIA Section 314(d) requires
that such certificate or opinion be made by an independent Person, which Person
shall be an independent engineer, appraiser or other expert selected or approved
by the Collateral Agent in the exercise of reasonable care.

SECTION 11.05.             Authorization of Actions To Be Taken by the Trustee
                           Under the Security Documents.

                  Subject to the provisions of Sections 7.01 and 7.02 hereof,
the Trustee shall and without the consent of the Holders of Senior Subordinated
Notes, direct, on behalf of the Holders of Senior Subordinated Notes, the
Securities Intermediary to take all actions it deems necessary or appropriate in
order to (a) enforce any of the terms of the Security Documents and (b) collect
and receive any and all amounts payable in respect of the obligations of the
Company hereunder. The Trustee shall have power to institute and maintain such
suits and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Security
Documents or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Holders in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders or to the Trustee).

<PAGE>

                                      -119-

SECTION 11.06.             Authorization of Receipt of Funds by the Trustee
                           Under the Security Documents.

                  The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Security Documents, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture and the Security Documents.

SECTION 11.07.             Termination of Security Interest.

                  Upon the consummation of (x) the Merger and Release or (y) the
Special Mandatory Redemption, or upon Legal Defeasance, the Trustee shall, at
the request of the Company, deliver a certificate to the Securities Intermediary
stating that such obligations have been paid in full.

                                 ARTICLE TWELVE

                                 SUBORDINATION

SECTION 12.01.             Senior Subordinated Notes Subordinated to Senior
                           Debt.

                  Prior to the Merger and Release, the Senior Subordinated Notes
shall be senior obligations of the Company secured only by the Escrowed
Property. From and after the Merger and Release, the Debt evidenced by the
Senior Subordinated Notes, the Parent Guarantee and the Subsidiary Guarantees
will be senior subordinated unsecured obligations of the Company, Parent and the
Subsidiary Guarantors, as the case may be. The Senior Subordinated Notes shall
in all respects rank pari passu with all other senior subordinated debt of the
Company. The terms of the subordination provisions described in this Article
Twelve with respect to the Company's obligations under the Senior Subordinated
Notes apply equally to Parent and each Subsidiary Guarantor and the Obligations
of Parent and such Subsidiary Guarantors under their respective Guarantees.

                  Except for the first sentence in the immediately preceding
paragraph, anything herein to the contrary notwithstanding, the Company, for
itself and its successors, and each Holder agrees that the payment of all
Obligations owing on, or relating to, the Senior Subordinated Notes to the
Holders is subordinated, to the extent and in the manner provided in this
Article Twelve, to the prior payment in full in cash or Temporary Cash
Investments (or any other consideration acceptable to the holders of Senior
Debt) of all Obligations on Senior Debt (including all Obligations with respect
to the Credit Facility), whether outstanding on the Issue Date or thereafter
Incurred. Notwithstanding the provisions of this Article Twelve, payments and
distributions made relating to the Notes pursuant to a trust fund established
un-

<PAGE>

                                      -120-

der Section 9.05 pursuant to the terms of Article Nine (so long as all of the
applicable conditions contained in Article Nine were satisfied at the time of
such payment) shall not be subordinated to Senior Debt under this Article
Twelve.

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

SECTION 12.02.             Suspension of Payment When Senior Debt Is in Default.

                  (a)      If any Payment Default occurs with respect to any
Designated Senior Debt (including upon any acceleration of the maturity thereof
and, without limitation, guarantees of the foregoing items which constitute such
Senior Debt) and is continuing, then the Company shall not be permitted to pay
principal of, premium, if any, or interest (or other amounts) on the Senior
Subordinated Notes or make any further deposit pursuant to Section 9.02 and may
not repurchase, redeem or otherwise retire for value or make any payment of any
kind with respect to any Senior Subordinated Notes (collectively, "pay the
Senior Subordinated Notes") if: payment or distribution of any kind or character
shall be made by or on behalf of the Company or any other Person on its or their
behalf with respect to any Obligations owing on, or relating to, the Senior
Subordinated Notes or to acquire any of the Senior Subordinated Notes for cash
or Property or otherwise prior to such Payment Default (and all other Payment
Defaults) shall have been cured or waived in accordance with the terms of the
documentation governing the respective Designated Senior Debt or ceased to exist
or all Designated Senior Debt with respect to which any Payment Default has
occurred and is continuing shall have been discharged or paid in full in cash or
Temporary Cash Investments.

                  (b)      If any event of default (other than a Payment
Default) occurs and is continuing with respect to any Designated Senior Debt (as
such event of default is defined in the instrument creating or evidencing such
Designated Senior Debt) permitting the holders of such Designated Senior Debt
then outstanding to accelerate the maturity thereof (a "Non-payment Default"),
and if the Representative for the respective issue of Designated Senior Debt
gives notice of the event of default to the Trustee stating that such notice is
a payment blockage notice (a "Payment Blockage Notice"), then during the period
(the "Payment Blockage Period") beginning upon the delivery of such Payment
Blockage Notice and ending on the earliest of (x) the date on which such
Non-payment Default is cured or waived or will have ceased to exist (so long as
no other Non-payment Default exists), (y) 180 days after the date on which the
applicable Payment Blockage Notice is received, and (z) the date on which the
Trustee receives notice thereof from the Representative for the respective issue
of Designated Senior Debt terminating the Payment Blockage Period, neither the
Company nor any other Person on its behalf shall (i) pay the Senior Subordinated
Notes or (ii) acquire any of the

<PAGE>

                                      -121-

Notes for cash or Property or otherwise. Notwithstanding anything herein to the
contrary, (x) in no event will a Payment Blockage Period extend beyond 180 days
from the date the applicable Payment Blockage Notice is received by the Trustee
and (y) only one such Payment Blockage Period may be commenced within any 360
consecutive days. For all purposes of this Section 12.02(b), no known default
(other than a payment default) which existed or was continuing on the date of
the commencement of any Payment Blockage Notice (whether or not such event of
default is in the same issue of Designated Senior Debt) with respect to the
Designated Senior Debt shall be, or be made, the basis for the commencement of a
any other Payment Blockage Period by the Representative of such Designated
Senior Debt whether or not within a period of 360 consecutive days, unless such
event of default shall have been cured or waived or will have ceased to exist
for a period of not less than 90 consecutive days subsequent to the commencement
of such initial Payment Blockage Notice (it being acknowledged that any
subsequent action, or any breach of any financial covenants for a period ending
after the date of commencement of such Payment Blockage Period that, in either
case, would give rise to an event of default pursuant to any provisions under
which an event of default previously existed or was continuing shall constitute
a new event of default for this purpose).

                  (c)      In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by the foregoing provisions of this Section 12.02, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amount of Senior Debt held by such holders) or their respective Representatives,
as their respective interests may appear. The Trustee shall be entitled to rely
on information regarding amounts then due and owing on the Senior Debt, if any,
received from the holders of Senior Debt (or their Representatives) or, if such
information is not received from such holders or their Representatives, from the
Company and only amounts included in the information provided to the Trustee
shall be paid to the holders of Senior Debt.

                  Nothing contained in this Article Twelve shall limit the right
of the Trustee or the Holders to take any action to accelerate the maturity of
the Senior Subordinated Notes and all other Obligations owing under the Senior
Subordinated Notes pursuant to Article Six or to pursue any rights or remedies
hereunder (subject to the rights, if any, under this Article Twelve, of the
holders of Senior Debt in respect of cash, Property or securities of the Company
received upon the exercise of any such remedy); provided that all Senior Debt
thereafter due or declared to be due shall first be paid in full in cash or
Temporary Cash Investments before the Holders are entitled to receive any
payment of any kind or character with respect to Obligations owing on, or with
respect to, the Senior Subordinated Notes.

<PAGE>

                                      -122-

SECTION 12.03.             Obligations Subordinated to Prior Payment of All
                           Senior Debt on Dissolution, Liquidation or
                           Reorganization of Company.

                  (a)      Upon any payment or distribution of assets of either
the Company or any Subsidiary Guarantor or its Property of any kind or
character, whether in cash, Property or securities, to creditors upon any total
or partial liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors or marshaling of assets of the Company, Parent or any
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or other similar proceeding relating to the Company or its assets,
whether voluntary or involuntary, all Obligations in respect of Senior Debt due
or to become due shall first be paid in full in cash, Temporary Cash Investments
or any other consideration acceptable to the holders of Senior Debt (including
interest after the commencement of any bankruptcy or other like proceeding at
the rate specified in the applicable Senior Debt whether or not such interest is
an allowed claim in any such proceeding), before any payment or distribution of
any kind or character is made on account of any Obligations on, or with respect
to, the Senior Subordinated Notes or for the acquisition of any of the Senior
Subordinated Notes for cash or Property or otherwise. Upon any such dissolution,
winding-up, liquidation, reorganization, receivership or similar proceeding, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, Property or securities, to which the Holders or the Trustee
would be entitled, except for the provisions hereof, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders or by the
Trustee if received by it, directly to the holders of Senior Debt (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Temporary Cash Investments after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of Senior
Debt.

                  (b)      To the extent any payment of Senior Debt (whether by
or on behalf of the Company, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.

<PAGE>

                                      -123-

                  It is further agreed that any diminution (whether pursuant to
court decree or otherwise, including without limitation for any of the reasons
described in the preceding paragraph) of the Company's obligation to make any
distribution or payment pursuant to any Senior Debt, except to the extent such
diminution occurs by reason of the repayment (which has not been disgorged or
returned) of such Senior Debt in cash or Temporary Cash Investments, shall have
no force or effect for purposes of the subordination provisions contained in
this Article Twelve, with any turnover of payments as otherwise calculated
pursuant to this Article Twelve to be made as if no such diminution had
occurred.

                  (c)      In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, Property or securities, shall be received by the Trustee or any
Holder when such payment or distribution is prohibited by this Section 12.03,
such payment or distribution shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (pro rata to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Temporary Cash Investments, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such Senior
Debt.

SECTION 12.04.             Payments May Be Paid Prior to Dissolution.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 12.02 and 12.03, from making payments at any time for the purpose of
making payments of principal of and interest on the Obligations owing under the
Senior Subordinated Notes, or from depositing with the Trustee any monies for
such payments, or (ii) in the absence of actual knowledge by the Trustee that a
given payment would be prohibited by Section 12.02 or 12.03, the application by
the Trustee of any monies deposited with it for the purpose of making such
payments of principal of, and interest on, the Obligations owing under the
Senior Subordinated Notes to the Holders entitled thereto unless at least one
Business Day prior to the date upon which such payment would otherwise become
due and payable the Trustee shall have actually received the written notice
provided for in Section 12.13, in the first sentence of Section 12.02(b) or in
the last sentence of this Section 12.04 (provided that, notwithstanding the
foregoing, the Holders receiving any payments made in contravention of Sections
12.02 and/or 12.03 (and such payments) shall otherwise be subject to the
provisions of Sections 12.02 and 12.03). The Company shall give prompt written
notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of the Company, although any delay or failure to give any such
notice shall have no effect on the subordination provisions contained herein.

<PAGE>

                                      -124-

SECTION 12.05.             Holders To Be Subrogated to Rights of Holders of
                           Senior Debt.

                  Subject to the payment in full in cash or Temporary Cash
Investments of all Senior Debt, the Holders shall be subrogated to the rights of
the holders of Senior Debt to receive payments or distributions of cash,
Property or securities of the Company applicable to the Senior Debt until the
Obligations owing under the Senior Subordinated Notes shall be paid in full;
and, for the purposes of such subrogation, no such payments or distributions to
the holders of the Senior Debt by or on behalf of the Company, or by or on
behalf of the Holders by virtue of this Article Twelve, which otherwise would
have been made to the Holders shall, as between the Company and the Holders, be
deemed to be a payment by the Company to or on account of the Senior Debt, it
being understood that the provisions of this Article Twelve are and are intended
solely for the purpose of defining the relative rights of the Holders, on the
one hand, and the holders of Senior Debt, on the other hand.

SECTION 12.06.             Obligations of the Company Unconditional.

                  Nothing contained in this Article Twelve or elsewhere in this
Indenture is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Debt, and the Holders, the Obligation of the
Company, which is absolute and unconditional, to pay to the Holders the
principal of and any interest on the Obligations owing under the Senior
Subordinated Notes as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of
Senior Debt, nor shall anything herein or therein prevent any Holder or the
Trustee on its behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Twelve, of the holders of Senior Debt in respect of cash,
Property or securities of the Company received upon the exercise of any such
remedy.

SECTION 12.07.             Reliance on Judicial Order or Certificate of
                           Liquidating Agent.

                  Whenever a distribution is to be made or a notice given to
holders of Designated Senior Debt, the distribution may be made and the notice
given to their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Twelve, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which any insolvency, bankruptcy, receivership, dissolution,
winding-up, liquidation, reorganization or similar case or proceeding is
pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or the
Holders, for the purpose of ascertaining the Persons entitled to

<PAGE>

                                      -125-

participate in such payment or distribution, the holders of the Senior Debt and
other Debt 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 Twelve. Nothing in this Article Twelve shall apply to the claims
of, or payments to, the Trustee in its capacity as such under or pursuant to
Section 7.07. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of any
Senior Debt (or a trustee on behalf of, or other representative of, such holder)
to establish that such notice has been given by a holder of such Senior Debt or
a trustee or representative on behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Twelve, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Twelve, 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.

SECTION 12.08.             Subordination Rights Not Impaired by Acts or
                           Omissions of the Company or Holders of Senior Debt.

                  No right of any present or future holders of any Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt or Senior Debt of any Guarantor
("Guarantor Senior Debt") may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article Twelve or the obligations hereunder
of the Holders to the holders of the Senior Debt or Guarantor Senior Debt, do
any one or more of the following: (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Debt or
Guarantor Senior Debt, or otherwise amend or supplement in any manner Senior
Debt or Guarantor Senior Debt, or any instrument evidencing the same or any
agreement under which Senior Debt or Guarantor Senior Debt is outstanding; (ii)
sell, exchange, release or otherwise deal with any Property pledged, mortgaged
or other-

<PAGE>

                                     -126-

wise securing Senior Debt or Guarantor Senior Debt; (iii) release any Person
liable in any manner for the payment or collection of Senior Debt or Guarantor
Senior Debt; and (iv) exercise or refrain from exercising any rights against the
Company and any other Person.

SECTION 12.09.             Holders Authorize Trustee To Effectuate Subordination
                           of Obligations.

                  Each Holder authorizes and expressly directs the Trustee on
its behalf to take such action as may be necessary or appropriate to effectuate,
as between the holders of Senior Debt and the Holders, the subordination
provided in this Article Twelve, and appoints the Trustee its attorney-in-fact
for such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of credits or otherwise) tending towards liquidation of the business
and assets of the Company, the filing of a claim for the unpaid balance of its
Obligations owing under the Senior Subordinated Notes and accrued interest in
the form required in those proceedings.

                  If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration
of the time to file such claim or claims, then the holders of the Senior Debt or
their Representative shall have the right to file and are or is hereby
authorized to file an appropriate claim for and on behalf of the Holders.
Nothing herein contained shall be deemed to authorize the Trustee or the holders
of Senior Debt or their Representative to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations owing under the Senior
Subordinated Notes or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Debt or their Representative to vote in respect
of the claim of any Holder in any such proceeding.

SECTION 12.10.             This Article Twelve Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Obligations owing under the Senior Subordinated Notes by reason
of any provision of this Article Twelve will not be construed as preventing the
occurrence of an Event of Default.

SECTION 12.11.             Amendments or Modifications To Article Twelve.

                  No amendment of, or supplement or waiver to, this Indenture
shall adversely affect the rights of any holder of Senior Debt under this
Article Twelve or Article Thirteen without the consent of such holder of Senior
Debt. Notwithstanding anything to the contrary contained in this Indenture (but
without limiting the provisions of the immediately preceding sentence), no
amendment or modification to any provision of this Article Twelve or the related
definitions used herein (other than to cure any ambiguity, defect, mistake or
inconsis-

<PAGE>

                                     -127-

tency herein, so long as such amendment or modification does not adversely
affect the rights of the holders of any Senior Debt then outstanding) shall be
permitted without the consent of the Holders of at least a majority in principal
amount of the Senior Subordinated Notes then outstanding voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Senior Subordinated Notes) or, if required by
Section 8.02, by each Holder affected.

SECTION 12.12.             Acceleration of Senior Subordinated Notes.

                  If payment of the Senior Subordinated Notes is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Debt of the acceleration.

SECTION 12.13.             Notice to Trustee; Rights of Trustee and Paying
                           Agent.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee or any Holder in respect of the Senior Subordinated Notes or
under any Guarantee pursuant to the provisions of this Article Twelve although
any delay or failure to give any such notice shall have no effect on the
subordination provisions contained herein. Notwithstanding the provisions of
this Article Twelve or any other provision of this Indenture, neither the
Trustee nor any Paying Agent shall be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee or such Paying Agent, and (in the absence of actual knowledge that the
respective payment will violate the applicable provisions of this Article
Twelve) the Trustee and such Paying Agent may continue to make payments on the
Senior Subordinated Notes, unless the Trustee or such Paying Agent shall have
received, at least one Business Day prior to the date of such payment, written
notice of facts that would cause the payment of any Obligations with respect to
the Senior Subordinated Notes to violate this Article Twelve (although the
receipt of such payment shall otherwise be subject to the applicable provisions
of this Article Twelve). Only the Company, a Guarantor, a holder of Senior Debt
or a Representative thereof may give the notice. Nothing in this Article Twelve
shall impair the claims of, or payments to, the Trustee in its capacity as such
under or pursuant to Section 7.07. Nothing in this Section 12.13 is intended to
or shall relieve any Holder of Notes from the obligations imposed under Sections
12.02 and 12.03 with respect to other distributions received in violation of the
provisions hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

<PAGE>

                                     -128-

                                ARTICLE THIRTEEN

                                  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. If any provision of
this Indenture modifies any TIA provision that may be so modified, such TIA
provision shall be deemed to apply to this Indenture as so modified. If any
provision of this Indenture excludes any TIA provision that may be so excluded,
such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 13.02.             Notices.

                  Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:

                  If to the Company:

                           R.H. Donnelley Finance Corporation I
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Fax: (914) 933-6844

                  With a copy to:

                           R.H. Donnelley Inc.
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Fax: (914) 933-6844

<PAGE>

                                     -129-

                  With a copy to:

                           Jones, Day, Reavis & Pogue
                           North Point, 901 Lakeside Avenue
                           Cleveland, Ohio 44114-1190
                           Attn: Thomas C. Daniels
                           Fax: (216) 579-0212

                  If to the Trustee, Registrar or Paying Agent:

                           Mailing Address:
                           The Bank of New York
                           101 Barclay Street, Floor 8W
                           New York, New York  10286
                           Attn: Corporate Trust Administration
                           Fax: (212) 815-5707

                  Such notices or communications shall be effective when
received and shall be sufficiently given if so given within the time prescribed
in this Indenture.

                  The Company, the Guarantors or the Trustee by written notice
to the others may designate additional or different addresses for subsequent
notices or communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

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

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

SECTION 13.03.             Communications by Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Senior
Subordinated Notes. The Company, the Guarantors, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).

<PAGE>

                                     -130-

SECTION 13.04.             Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture (except for the
issuance of Senior Subordinated Notes on the Issue Date), the Company or such
Guarantor shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 13.05 below) 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 (which shall include the
         statements set forth in Section 13.05 below) stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

SECTION 13.05.             Statements Required in Certificate and Opinion.

                  Each certificate (other than certificates provided pursuant to
Section 4.06) and opinion with respect to compliance by or on behalf of the
Company or any Guarantor with a condition or covenant provided for in this
Indenture shall include:

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

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

                  (3)      a statement that, in the opinion of such Person, it
         or he has made such examination or investigation as is necessary to
         enable it or 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 Person, such covenant or condition has been complied with.

SECTION 13.06.             Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or
meetings of Holders. The Registrar and Paying Agent may make reasonable rules
for their functions.

<PAGE>

                                     -131-

SECTION 13.07.             Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or other day on
which (i) commercial banks in the City of New York are authorized or required by
law to close or (ii) the New York Stock Exchange is not open for trading. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 13.08.             Governing Law.

                  This Indenture, the Senior Subordinated Notes and the
Guarantees 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 law of another
jurisdiction would be required thereby.

SECTION 13.09.             No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 13.10.             Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Senior Subordinated Notes shall bind their respective
successors. All agreements of the Trustee, any additional trustee and any Paying
Agents in this Indenture shall bind its successor.

SECTION 13.11.             Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 13.12.             Table of Contents, Headings, etc.

                  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 to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

<PAGE>

                                     -132-

SECTION 13.13.             Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Senior Subordinated Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]

<PAGE>

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

                                           R.H. DONNELLEY FINANCE CORPORATION I

                                           By: /s/ Robert J. Bush
                                               Name:  Robert J. Bush
                                               Title: Vice President

<PAGE>

                                             THE BANK OF NEW YORK, as Trustee

                                              By: /s/ Julie Salovitch Miller
                                                  Name: Julie Salovitch Miller
                                                  Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                  CUSIP

                      R.H. DONNELLEY FINANCE CORPORATION I
                (to be merged with and into R.H. DONNELLEY INC.)

No.                                                                    $

      $                          10-7/8% SENIOR SUBORDINATED NOTE DUE 2012

                  R.H. DONNELLEY FINANCE CORPORATION I, a Delaware corporation,
as issuer (the "Company"), for value received, promises to pay to CEDE & CO. or
registered assigns the principal sum of [               ] on December 15, 2012.

                  Interest Payment Dates: June 15 and December 15.

                  Record Dates: June 1 and December 1.

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

                                      A-1

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Senior
Subordinated Note to be signed manually or by facsimile by one of its duly
authorized officers.

                                          R.H. DONNELLEY FINANCE CORPORATION I

                                          By: __________________________________
                                              Name:
                                              Title:

                                      A-2

<PAGE>

                          Certificate of Authentication

                  This is one of the 10-7/8% Senior Subordinated Notes Due 2012
referred to in the within-mentioned Indenture.

                                              THE BANK OF NEW YORK, as Trustee

                                              By: ______________________________

Dated:

                                      A-3

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                      R.H. DONNELLEY FINANCE CORPORATION I

                    10-7/8% SENIOR SUBORDINATED NOTE DUE 2012

                  1.       Interest. R.H. DONNELLEY FINANCE CORPORATION I, a
Delaware corporation, as issuer (the "Company"), promises to pay, until the
principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate of 10-7/8% per annum.
Interest hereon will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from and including
December 3, 2002 to but excluding the date on which interest is paid. Interest
shall be payable in arrears on each June 15 and December 15, commencing June 15,
2003. Interest will be computed on the basis of a 360-day year of twelve 30-day
months and actual days elapsed. The Company shall pay interest on overdue
principal and on overdue interest (to the full extent permitted by law) at the
rate borne by the Senior Subordinated Notes.

                  2.       Method of Payment. The Company will pay interest
hereon (except defaulted interest) to the Persons who are registered Holders at
the close of business on June 1 or December 1 immediately preceding the interest
payment date (whether or not a Business Day). Holders must surrender Senior
Subordinated Notes to a Paying Agent to collect principal payments. The Company
will pay to the Paying Agent 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. If a Holder has given wire transfer instructions to
the Company, the Company may pay, or cause to be paid by the Paying Agent, all
principal, interest and Additional Interest, if any, on the Holder's Senior
Subordinated Notes in accordance with those instructions. All other payments on
the Senior Subordinated Notes will be made at the office or agency of the Paying
Agent and Registrar unless the Company elects to make interest payments by check
mailed to the Holders at their address set forth in the register of Holders.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York (the "Trustee") will act as a Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to the Holders. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

                  4.       Indenture. The Company issued the Senior Subordinated
Notes under an Indenture dated as of December 3,2002 (the "Indenture") between
the Company and the Trustee. This is one of an issue of Senior Subordinated
Notes of the Company issued, or to be issued, under the Indenture. The terms of
the Senior Subordinated Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code Sections 77aaa-77bbbb), as amended from time to time. The Senior
Subordinated Notes are subject to all such terms, and Holders are referred to
the Indenture and such

                                      A-4

<PAGE>

Act for a statement of them. Capitalized and certain other terms used herein and
not otherwise defined have the meanings set forth in the Indenture.

                  5.       Optional Redemption. (a) Except as set forth below,
the Senior Subordinated Notes will not be redeemable at the option of the
Company prior to December 15, 2007. Thereafter, the Senior Subordinated Notes
will be redeemable, at the Company's option, in whole or in part, at any time or
from time to time, upon not less than 30 nor more than 60 days' prior notice, at
the following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, 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 December 15 of the years set forth below and are expressed as
percentages of principal amount:

<TABLE>
<CAPTION>
Redemption                                        Redemption
  Year                                              Price
----------                                        ----------
<S>                                               <C>
2007..........................................     105.438%
2008..........................................     103.625%
2009..........................................     101.813%
2010 and thereafter...........................     100.000%
</TABLE>

                  (b) From and after the Release and Merger and from time to
time on or prior to December 15, 2005, the Company may at its option on any one
or more occasions redeem Senior Subordinated Notes (including Additional Senior
Subordinated Notes, if any) in an aggregate principal amount up to a maximum of
35% of the aggregate principal amount of Senior Subordinated Notes (including
Additional Senior Subordinated Notes, if any) issued under the Indenture at a
redemption price equal to 110.875% of the principal amount, plus accrued and
unpaid interest thereon, if any, to the redemption date, subject to the rights
of holders of record on the relevant record date to receive interest due on the
relevant interest payment date, with the net cash proceeds of one or more
Qualified Equity Offerings; provided that:

                  (1)      at least 65% of the aggregate principal amount of
         Senior Subordinated Notes (including Additional Senior Subordinated
         Notes, if any) issued under the Indenture remains outstanding
         immediately after giving effect to any such redemption (excluding
         Senior Subordinated Notes held by the Company and its Subsidiaries);
         and

                  (2)      the redemption occurs within 90 days of such
         Qualified Equity Offering upon not less than 30 nor more than 60 days'
         prior notice.

                  (c)      The Trustee will select Senior Subordinated Notes
called for redemption pursuant to this paragraph 5 on a pro rata basis, by lot
or by such method as the Trustee in its sole discretion shall deem fair and
appropriate; provided that no Senior Subordinated Notes of $1,000 or less shall
be redeemed in part. A new Senior Subordinated Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder

                                      A-5

<PAGE>

thereof upon cancellation of the original Senior Subordinated Note. Senior
Subordinated Notes called for redemption pursuant to this paragraphs 5, 6 and 7
hereto become due on the date fixed for redemption. On and after the redemption
date, interest stops accruing on Senior Subordinated Notes or portions of them
called for redemption.

                  6.       Special Mandatory Redemption. In the event that the
Merger and Release have not occurred on or prior to 5:00 p.m., New York City
time, on the Deadline, the Company shall, on a Business Day designated by the
Company that is not more than ten Business Days following the Deadline (the
"Special Mandatory Redemption Date") redeem in cash, on a pro rata basis (a)(i)
$450.0 million of the Senior Subordinated Notes at a redemption price equal to
101% of the principal amount of such Senior Subordinated Notes and (ii) $150.0
million of the Senior Subordinated Notes at a redemption price equal to 100% of
the principal amount of such Senior Subordinated Notes plus, in each case (b)
the accrued and unpaid interest on the Senior Subordinated Notes from and
including the Issue Date to but excluding the Special Mandatory Redemption Date.
The "Deadline" is January 31, 2003 or such earlier date that RHD determines not
to pursue consummation of the Acquisition.

                  7.       Special Pro Rata Redemption. If the tender offer
shall not be consummated, then on a business day designated by the Company
within ten business days of the Release, $150.0 million of Senior Subordinated
Notes shall be redeemed (the "Special Pro Rata Redemption") on a pro rata basis
at a redemption price equal to 100% of the principal amount of such Senior
Subordinated Notes, plus accrued and unpaid interest thereon from and including
the Issue Date to but excluding the Special Pro Rata Redemption Date. The
Special Pro Rata Redemption shall occur on a pro rata basis among the Holders of
the Senior Subordinated Notes, provided that as to each Holder, the Special Pro
Rata Redemption shall be in an amount that is an integral multiple of $1,000.

                  8.       Notice of Redemption. Except in the case of Special
Mandatory Redemption and Special Pro Rata Redemption, notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Senior Subordinated Notes to be redeemed
at its registered address. Notices of redemption may not be conditional. If any
Note is to be redeemed in part only, the notice of redemption that relates to
such Senior Subordinated Note shall state the portion of the principal amount
thereof to be redeemed. Notice of the Special Mandatory Redemption will be
mailed promptly to each Holder of Senior Subordinated Notes at its registered
address, the Trustee and the Securities Intermediary.

                  9.       Offers To Purchase. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Senior Subordinated Notes in accordance with the procedures set
forth in the Indenture.

                                      A-6

<PAGE>

                  10.      Registration Rights. (a) Pursuant to an Exchange and
Registration Rights Agreement among RHD, the Guarantors and the Initial
Purchasers named therein (the "Registration Rights Agreement"), RHD will be
obligated to consummate an exchange offer (the "Exchange Offer") pursuant to
which the Holder of this Senior Subordinated Note shall have the right to
exchange this Senior Subordinated Note for Senior Subordinated Notes which have
been registered under the Securities Act, in like principal amount and having
substantially identical terms as the Senior Subordinated Notes. (b) If (i)
within 120 days after the date of the Release (or 120 days after RHD is either
required or requested to file a Shelf Registration Statement pursuant to the
Registration Rights Agreement), the Exchange Offer Registration Statement (or,
if applicable, the Shelf Registration Statement), has not been filed with the
Commission; (ii) within 180 days after the date of the Release (or 180 days
after RHD is either required or requested to file a Shelf Registration Statement
pursuant to the Registration Rights Agreement), the Exchange Offer Registration
Statement (or, if applicable, the Shelf Registration Statement) has not been
declared effective; (iii) within 210 days after the date of the Release, the
Exchange Offer has not been consummated; or (iv) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
useable (subject, in the case of the Shelf Registration Statement, to the
exceptions set forth in the Registration Rights Agreement) in connection with
resales of the Senior Subordinated Notes or Exchange Securities in accordance
with and during the periods specified in Sections 2 and 3 of the Registration
Rights Agreement (each such event referred to in clauses (i) through (iv), a
"Registration Default"), additional interest will accrue on the Senior
Subordinated Notes and the Exchange Securities (in addition to the stated
interest on the Senior Subordinated Notes and the Exchange Securities) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured
("Additional Interest"). Additional Interest will accrue at an initial rate of
0.25% per annum of the aggregate principal amount of the Senior Subordinated
Notes during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum which rate shall
increase by 0.25% per annum for each subsequent 90-day period during which such
Registration Default continues, up to a maximum of 1.00% per annum.

                  11.      Denominations, Transfer, Exchange. The Senior
Subordinated Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange
Senior Subordinated Notes in accordance with the Indenture, provided that if the
Company or an Affiliate thereof acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay to it any taxes and fees required
by law or permitted by the Indenture. [The Registrar shall not be required to
exchange or register a transfer of any Senior Subordinated Note for a period of
15 days immediately preceding the redemption of Senior Subordinated Notes,
except the unredeemed portion of any Senior Subordinated Note being redeemed in
part.]

                                      A-7

<PAGE>

                  12.      Persons Deemed Owners. The registered Holder of this
Senior Subordinated Note may be treated as the owner of this Senior Subordinated
Note for all purposes.

                  13.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying
Agent will pay the money back to the Company at its written request. After that,
Holders entitled to the money must look to the Company for payment as general
creditors unless an "abandoned property" law designates another Person.

                  14.      Amendment, Supplement, Waiver, Etc. The Company, the
Guarantors, if any, and the Trustee (if a party thereto) may, without the
consent of the Holders of any outstanding Senior Subordinated Notes, amend,
waive or supplement the Indenture or the Senior Subordinated Notes for certain
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies, maintaining the qualification of the Indenture under the
Trust Indenture Act of 1939, as amended, providing for the assumption by a
successor to the Company of its obligations under the Indenture or any Security
Documents and making any change that does not materially and adversely affect
the rights of any Holder. Other amendments and modifications of the Indenture or
the Senior Subordinated Notes may be made by the Company, the Guarantors, if
any, and the Trustee with the consent of the Holders of not less than a majority
of the aggregate principal amount of the outstanding Senior Subordinated Notes,
subject to certain exceptions requiring the consent of the Holders of the
particular Senior Subordinated Notes to be affected.

                  15.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Debt, pay dividends on, redeem or
repurchase its Capital Stock, make certain investments, sell assets, create
restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, expand
into unrelated businesses, create liens or consolidate, merge or sell all or
substantially all of the assets of the Company and its Restricted Subsidiaries
and requires the Company to provide reports to Holders of the Senior
Subordinated Notes. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to Section 4.06 of the Indenture, the
Company must annually report to the Trustee on compliance with such limitations.

                  16.      Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Senior Subordinated
Notes and the Indenture and the transaction complies with the terms of Article
Five of the Indenture, the predecessor corporation will, except as provided in
Article Five, be released from those obligations.

                  17.      Defaults and Remedies. Events of Default are set
forth in the Indenture. Subject to certain limitations in the Indenture, if an
Event of Default (other than an Event of Default specified in Sections 6.01(6)
and 6.01(7) of the Indenture occurs and is continuing, then, and in each and
every such case, either the Trustee, by notice in writing to the

                                      A-8

<PAGE>

Company, or the Holders of not less than 25% of the principal amount of the
Senior Subordinated Notes then outstanding, by notice in writing to the Company
and the Trustee, may, and the Trustee at the request of such Holders shall,
declare due and payable, if not already due and payable, the principal of and
any accrued and unpaid interest on all of the Senior Subordinated Notes; and
upon any such declaration all such amounts upon such Senior Subordinated Notes
shall become and be immediately due and payable, anything in the Indenture or in
the Senior Subordinated Notes to the contrary notwithstanding. If an Event of
Default specified in Sections 6.01(6) and 6.01(7) of the Indenture occurs, then
the principal of and any accrued and unpaid interest on all of the Senior
Subordinated Notes shall immediately become due and payable without any
declaration or other act on the part of the Trustee or any Holder. Holders may
not enforce the Indenture or the Senior Subordinated Notes except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Senior Subordinated Notes. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Senior Subordinated Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal, premium, if any, or interest on the
Senior Subordinated Notes or a default in the observance or performance of any
of the obligations of the Company under Article Five of the Indenture) if it
determines that withholding notice is in their best interests.

                  18.      Trustee Dealings with Company. Subject to certain
limitations imposed by the Trust Indenture Act, the Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

                  19.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, agent, member or stockholder
or Affiliate of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, the Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. No past,
present or future director, officer, employee, incorporator, agent or
stockholder or Affiliate of any of the Guarantors, as such, shall have any
liability for any obligations of the Guarantors under the Guarantees, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Senior Subordinated Notes and
Guarantees by accepting a Senior Subordinated Note and a Guarantee waives and
releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Senior Subordinated Notes and the Guarantees.

                  20.      Discharge. The Company's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Senior Subordinated Notes or upon the irrevocable deposit with the Trustee
of United States dollars or Government Obligations sufficient to pay when due
principal of and interest on the Senior Subordinated Notes to maturity or
redemption, as the case may be.

                                      A-9

<PAGE>

                  21.      Guarantees. From and after the date of the Release,
the Senior Subordinated Notes will be entitled to the benefits of certain
Guarantees made for the benefit of the Holders. Reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.

                  22.      Authentication. This Senior Subordinated Note shall
not be valid until the Trustee signs the certificate of authentication on the
other side of this Senior Subordinated Note.

                  23.      Governing Law. THIS SENIOR SUBORDINATED NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. The Trustee, the Company and the Guarantors agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to the Indenture or the Senior Subordinated Notes.

                  24.      Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                           R.H. Donnelley Finance Corporation I
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Telephone: (914) 933-6400
                           Fax: (914) 933-6844

                  With a copy to:

                           R.H. Donnelley Inc.
                           One Manhattanville Road
                           Purchase, New York 10577
                           Attn: General Counsel
                           Telephone: (914) 933-6400
                           Fax: (914) 933-6844

                                      A-10

<PAGE>

                  With a copy to:

                           Jones, Day, Reavis & Pogue
                           North Point, 901 Lakeside Avenue
                           Cleveland, Ohio 44114-1190
                           Tel: (216) 586-3939
                           Fax: (216) 579-0212

                                      A-11

<PAGE>

                                   ASSIGNMENT

                  I or we assign and transfer this Note to:
________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

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

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

Date: __________________      Your Signature: __________________________________
                                              (Sign exactly as your name appears
                                              on the other side of this Note)

Signature Guarantee: _____________________________

                               SIGNATURE GUARANTEE

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

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:

                  ?  Section 4.08                      ?  Section 4.12

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:

$_____________________________
     (multiple of $1,000)

Date: _________________________

                           Your Signature: _____________________________________
                                           (Sign exactly as your name appears
                                            on the face of this Note)

____________________________
   Signature Guaranteed

                               SIGNATURE GUARANTEE

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

                                      A-13