<PAGE>   1
                                                                     EXHIBIT 4.1

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



                                 DRESSER, INC.,


                           the GUARANTORS named herein


                                       and


                 STATE STREET BANK AND TRUST COMPANY, as Trustee


                                   ----------


                                    INDENTURE


                           Dated as of April 10, 2001


                                   ----------


                    9 3/8% Senior Subordinated Notes due 2011


                                   ----------





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



<PAGE>   2

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                                Indenture Section
-----------                                                                                -----------------
<S>                                                                                        <C>
310(a)(1)...............................................................................         7.10
   (a)(2)...............................................................................         7.10
   (a)(3)...............................................................................         N.A.
   (a)(4)...............................................................................         N.A.
   (a)(5)...............................................................................         7.10
   (b)..................................................................................         7.03; 7.10
   (c)..................................................................................         N.A.
311(a)..................................................................................         7.11
   (b)..................................................................................         7.11
   (c)..................................................................................         N.A.
312(a)..................................................................................         2.05
   (b)..................................................................................         12.03
   (c)..................................................................................         12.03
313(a)..................................................................................         7.06
   (b)(2)...............................................................................         7.06; 7.07
   (c)..................................................................................         7.06; 12.02
   (d)..................................................................................         7.06
314(a)..................................................................................         4.03; 12.05
   (c)(1)...............................................................................         12.04
   (c)(2)...............................................................................         12.04
   (c)(3)...............................................................................         N.A.
   (e)..................................................................................         12.05
   (f)..................................................................................         N.A.
315(a)..................................................................................         7.01(b)
   (b)..................................................................................         7.05; 12.02
   (c)..................................................................................         7.01(a)
   (d)..................................................................................         7.01
   (e)..................................................................................         6.11
316(a)(last sentence)...................................................................         2.09
   (a)(1)(A)............................................................................         6.05
   (a)(1)(B)............................................................................         6.04
   (a)(2)...............................................................................         N.A.
   (b)..................................................................................         6.07
   (c)..................................................................................         2.12
317(a)(1)...............................................................................         6.08
   (a)(2)...............................................................................         6.09
   (b)..................................................................................         2.04
318(a)..................................................................................         12.01
   (b)..................................................................................         N.A.
   (c)..................................................................................         12.01
</TABLE>

----------

N.A. means not applicable.

*        This Cross-Reference Table is not part of the Indenture.



<PAGE>   3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>
                                                     Article 1

                                    DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions.............................................................................1
SECTION 1.02.         Other Definitions......................................................................28
SECTION 1.03.         Trust Indenture Act Definitions........................................................29
SECTION 1.04.         Rules of Construction..................................................................29

                                                     Article 2

                                                     THE NOTES

SECTION 2.01.         Form and Dating........................................................................29
SECTION 2.02.         Execution and Authentication...........................................................30
SECTION 2.03.         Registrar and Paying Agent.............................................................31
SECTION 2.04.         Paying Agent to Hold Money in Trust....................................................32
SECTION 2.05.         Holder Lists...........................................................................32
SECTION 2.06.         Transfer and Exchange..................................................................32
SECTION 2.07.         Replacement Notes......................................................................44
SECTION 2.08.         Outstanding Notes......................................................................44
SECTION 2.09.         Treasury Notes.........................................................................44
SECTION 2.10.         Temporary Notes........................................................................45
SECTION 2.11.         Cancellation...........................................................................45
SECTION 2.12.         Defaulted Interest.....................................................................45
SECTION 2.13.         CUSIP Numbers..........................................................................45

                                                     Article 3

                                             REDEMPTION AND PREPAYMENT

SECTION 3.01.         Notices to Trustee.....................................................................46
SECTION 3.02.         Selection of Notes to Be Redeemed......................................................46
SECTION 3.03.         Notice of Redemption...................................................................46
SECTION 3.04.         Effect of Notice of Redemption.........................................................47
SECTION 3.05.         Deposit of Redemption Price............................................................47
SECTION 3.06.         Notes Redeemed in Part.................................................................48
SECTION 3.07.         Optional Redemption....................................................................48
SECTION 3.08.         Mandatory Redemption...................................................................48
SECTION 3.09.         Offer to Purchase by Application of Net Proceeds Offer Amount..........................48
</TABLE>



                                        i
<PAGE>   4

<TABLE>
<S>                   <C>                                                                                  <C>
                                                     Article 4

                                                     COVENANTS

SECTION 4.01.         Payment of Notes.......................................................................50
SECTION 4.02.         Maintenance of Office or Agency........................................................51
SECTION 4.03.         Reports to Holders.....................................................................51
SECTION 4.04.         Compliance Certificate.................................................................52
SECTION 4.05.         Payment of Taxes and Other Claims......................................................52
SECTION 4.06.         Stay, Extension and Usury Laws.........................................................52
SECTION 4.07.         Limitation on Restricted Payments......................................................53
SECTION 4.08.         Limitation on Dividend and Other Payment Restrictions Affecting
                      Restricted Subsidiaries................................................................56
SECTION 4.09.         Limitation on Incurrence of Additional Indebtedness....................................57
SECTION 4.10.         Limitation on Asset Sales..............................................................58
SECTION 4.11.         Limitation on Transactions with Affiliates.............................................60
SECTION 4.12.         Limitation on Liens....................................................................61
SECTION 4.13.         Conduct of Business....................................................................62
SECTION 4.14.         Corporate Existence....................................................................62
SECTION 4.15.         Offer to Repurchase upon Change of Control.............................................62
SECTION 4.16.         No Senior Subordinated Debt............................................................63
SECTION 4.17.         Future Guarantees by Wholly Owned Domestic Restricted Subsidiaries.....................63
SECTION 4.18.         Limitation on Issuances of Guarantees by Restricted Subsidiaries.......................63

                                                     Article 5

                                                    SUCCESSORS

SECTION 5.01.         Merger, Consolidation and Sale of Assets...............................................64
SECTION 5.02.         Successor Corporation Substituted......................................................65

                                                     Article 6

                                               DEFAULTS AND REMEDIES

SECTION 6.01.         Events of Default......................................................................65
SECTION 6.02.         Acceleration...........................................................................66
SECTION 6.03.         Other Remedies.........................................................................67
SECTION 6.04.         Waiver of Past Defaults................................................................67
SECTION 6.05.         Control by Majority....................................................................68
SECTION 6.06.         Limitation on Suits....................................................................68
SECTION 6.07.         Rights of Holders of Notes to Receive Payment..........................................68
SECTION 6.08.         Collection Suit by Trustee.............................................................69
SECTION 6.09.         Trustee May File Proofs of Claim.......................................................69
SECTION 6.10.         Priorities.............................................................................69
SECTION 6.11.         Undertaking for Costs..................................................................70
SECTION 6.12.         Restoration of Rights and Remedies.....................................................70

                                                     Article 7

                                                      TRUSTEE

SECTION 7.01.         General................................................................................70
SECTION 7.02.         Certain Rights of Trustee..............................................................70
SECTION 7.03.         Individual Rights of Trustee...........................................................71
</TABLE>



<PAGE>   5

<TABLE>
<S>                   <C>                                                                                  <C>
SECTION 7.04.         Trustee's Disclaimer...................................................................71
SECTION 7.05.         Notice of Defaults.....................................................................71
SECTION 7.06.         Reports by Trustee to Holders of the Notes.............................................72
SECTION 7.07.         Compensation and Indemnity.............................................................72
SECTION 7.08.         Replacement of Trustee.................................................................73
SECTION 7.09.         Successor Trustee by Merger, etc.......................................................74
SECTION 7.10.         Eligibility; Disqualification..........................................................74
SECTION 7.11.         Preferential Collection of Claims Against Company......................................74

                                                     Article 8

                                     LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.         Option to Effect Legal Defeasance or Covenant Defeasance...............................74
SECTION 8.02.         Legal Defeasance and Discharge.........................................................75
SECTION 8.03.         Covenant Defeasance....................................................................75
SECTION 8.04.         Conditions to Legal or Covenant Defeasance.............................................76
SECTION 8.05.         Deposited Money and Government Securities to Be Held in Trust; Other
                      Miscellaneous Provisions...............................................................77
SECTION 8.06.         Satisfaction and Discharge.............................................................77
SECTION 8.07.         Repayment to Company...................................................................78
SECTION 8.08.         Reinstatement..........................................................................78
SECTION 8.09.         Survival...............................................................................78

                                                     Article 9

                                         AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.         Without Consent of Holders of Notes....................................................79
SECTION 9.02.         With Consent of Holders of Notes.......................................................79
SECTION 9.03.         Compliance with Trust Indenture Act....................................................81
SECTION 9.04.         Revocation and Effect of Consents......................................................81
SECTION 9.05.         Notation on or Exchange of Notes.......................................................81
SECTION 9.06.         Trustee to Sign Amendments, etc........................................................81

                                                    Article 10

                                                   SUBORDINATION

SECTION 10.01.        Agreement to Subordinate...............................................................82
SECTION 10.02.        Liquidation; Dissolution; Bankruptcy...................................................82
SECTION 10.03.        Default on Designated Senior Debt......................................................83
SECTION 10.04.        Acceleration of Notes..................................................................84
SECTION 10.05.        When Distribution Must Be Paid Over....................................................84
SECTION 10.06.        Notice by Company......................................................................84
SECTION 10.07.        Subrogation............................................................................85
SECTION 10.08.        Relative Rights........................................................................85
SECTION 10.09.        Subordination May Not Be Impaired by Company...........................................86
SECTION 10.10.        Distribution or Notice to Representative...............................................86
SECTION 10.11.        Rights of Trustee and Paying Agent.....................................................86
SECTION 10.12.        Authorization to Effect Subordination..................................................87
SECTION 10.13.        Amendments.............................................................................87
</TABLE>



<PAGE>   6

<TABLE>
<S>                   <C>                                                                                  <C>
                                                    Article 11

                                                    GUARANTEES

SECTION 11.01.        Guarantee..............................................................................87
SECTION 11.02.        Subordination of Guarantee.............................................................88
SECTION 11.03.        Limitation on Guarantor Liability......................................................88
SECTION 11.04.        Execution and Delivery of Guarantee....................................................89
SECTION 11.05.        Guarantors May Consolidate, etc., on Certain Terms.....................................89
SECTION 11.06.        Releases Following Certain Events......................................................90

                                                    Article 12

                                                   MISCELLANEOUS

SECTION 12.01.        Trust Indenture Act Controls...........................................................90
SECTION 12.02.        Notices................................................................................90
SECTION 12.03.        Communication by Holders of Notes with Other Holders of Notes..........................91
SECTION 12.04.        Certificate and Opinion as to Conditions Precedent.....................................92
SECTION 12.05.        Statements Required in Certificate or Opinion..........................................92
SECTION 12.06.        Rules by Trustee and Agents............................................................92
SECTION 12.07.        No Personal Liability of Directors, Officers, Employees and Stockholders...............92
SECTION 12.08.        Governing Law..........................................................................92
SECTION 12.09.        No Adverse Interpretation of Other Agreements..........................................93
SECTION 12.10.        Successors.............................................................................93
SECTION 12.11.        Severability...........................................................................93
SECTION 12.12.        Counterpart Originals..................................................................93
SECTION 12.13.        Table of Contents, Headings, etc.......................................................93
</TABLE>

EXHIBITS

<TABLE>
<S>              <C>
Exhibit A        FORM OF NOTE
Exhibit B        FORM OF CERTIFICATE OF TRANSFER
Exhibit C        FORM OF CERTIFICATE OF EXCHANGE
Exhibit D        FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E        FORM OF GUARANTEE
Exhibit F        FORM OF SUPPLEMENTAL INDENTURE
</TABLE>



<PAGE>   7

                  INDENTURE dated as of April 10, 2001 among Dresser, Inc. a
Delaware corporation (the "Company"), the Guarantors (as defined herein) and
State Street Bank and Trust Company, a Massachusetts trust company, as trustee
(the "Trustee").

                  The Company, the Guarantors and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the Notes:

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with or into
the Company or any of its Restricted Subsidiaries or that is assumed in
connection with the acquisition of assets from such Person and in each case not
incurred by such Person in connection with, or in anticipation or contemplation
of, such Person becoming a Restricted Subsidiary of the Company or such
acquisition, merger or consolidation.

                  "Additional Interest" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

                  "Additional Notes" means Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing. Notwithstanding the foregoing, no Person (other
than the Company or any Subsidiary of the Company) in whom a Securitization
Entity makes an Investment in connection with a Qualified Securitization
Transaction shall be deemed to be an Affiliate of the Company or any of its
Subsidiaries solely by reason of such Investment.

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

                  "all or substantially all" shall have the meaning given such
phrase in the Revised Model Business Corporation Act.

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

                  "Asset Acquisition" means (a) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company, or shall be
merged with or into or consolidated with the Company or any Restricted
Subsidiary of the Company, or (b) the acquisition by the Company or any
Restricted Subsidiary of the Company of the assets of any Person (other than a
Restricted Subsidiary of the



                                       1
<PAGE>   8

Company) which constitute all or substantially all of the assets of such Person
or comprises any division or line of business of such Person or any other
properties or assets of such Person, other than in the ordinary course of
business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than leases entered into in the ordinary
course of business), assignment or other transfer for value by the Company or
any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of:

                  (1) any Capital Stock of any Restricted Subsidiary of the
         Company, or

                  (2) any other property or assets of the Company or any
         Restricted Subsidiary of the Company other than in the ordinary course
         of business;

provided, however, that Asset Sales shall not include:

                  (a) a transaction or series of related transactions for which
         the Company or its Restricted Subsidiaries receive aggregate
         consideration of less than $5.0 million;

                  (b) the sale, lease, conveyance, disposition or other transfer
         of all or substantially all of the assets of the Company as permitted
         under Section 5.01 or any disposition that constitutes a Change of
         Control;

                  (c) the sale or discount, in each case without recourse, of
         accounts receivable arising in the ordinary course of business, but
         only in connection with the compromise or collection thereof;

                  (d) disposals or replacements of obsolete equipment in the
         ordinary course of business;

                  (e) the sale, lease, conveyance, disposition or other transfer
         by the Company or any Restricted Subsidiary of the Company of assets or
         property to one or more Restricted Subsidiaries of the Company in
         connection with Investments permitted under Section 4.07 or pursuant to
         any Permitted Investment; and

                  (f) sales of accounts receivable, equipment and related assets
         (including contract rights) of the type specified in the definition of
         Qualified Securitization Transaction to a Securitization Entity for the
         fair market value thereof, including cash in an amount at least equal
         to 75% of the fair market value thereof as determined in accordance
         with GAAP. For the purposes of this clause (f), Purchase Money Notes
         shall be deemed to be cash;

                  (g) dispositions in the ordinary course of business;

                  (h) foreclosures on assets;

                  (i) any exchange of like property pursuant to Section 1031 of
         the Internal Revenue Code of 1986, as amended, for use in a Permitted
         Business;

                  (j) a Permitted Investment or a Restricted Payment that is
         permitted by Section 4.07;



                                       2
<PAGE>   9

                  (k) the sale of equipment to the extent that such equipment is
         exchanged for credit against the purchase price of similar replacement
         equipment, or the proceeds of such sale are reasonably promptly applied
         to the purchase price of similar replacement equipment; and

                  (l) in the ordinary course of business, the license of
         patents, trademarks, copyrights and know-how to third Persons.

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

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

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

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

                  "Capital Stock" means:

                  (1) with respect to any Person that is a corporation, any and
         all shares, interests, rights to purchase, warrants, options,
         participations or other equivalents (however designated and whether or
         not voting) of corporate stock, including each class of Common Stock
         and Preferred Stock of such Person or options to purchase the same; and

                  (2) with respect to any Person that is not a corporation, any
         and all partnership or other equity interests of such Person.

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

                  "Cash Equivalents" means:

                  (1) marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States Government or issued
         by any agency thereof and backed by the full faith and credit of the
         United States, in each case maturing within one year from the date of
         acquisition thereof;

                  (2) marketable direct obligations issued by any state of the
         United States of America or any political subdivision of any such state
         or any public instrumentality thereof maturing within one year from the
         date of acquisition thereof and, at the time of acquisition, having one
         of the two highest ratings obtainable from either S&P or Moody's;

                  (3) commercial paper maturing no more than one year from the
         date of creation thereof and, at the time of acquisition, having a
         rating of at least A-2 from S&P or at least P-2 from Moody's;



                                       3
<PAGE>   10

                  (4) certificates of deposit or bankers' acceptances maturing
         within one year from the date of acquisition thereof issued by any bank
         organized under the laws of the United States of America or any state
         thereof or the District of Columbia or any U.S. branch of a foreign
         bank having at the date of acquisition thereof combined capital and
         surplus of not less than $250.0 million;

                  (5) repurchase obligations with a term of not more than seven
         days for underlying securities of the types described in clause (1)
         above entered into with any bank meeting the qualifications specified
         in clause (4) above;

                  (6) investments in money market funds which invest
         substantially all their assets in securities of the types described in
         clauses (1) through (5) above; and

                  (7) in the case of any Subsidiary organized or having its
         principal place of business outside the United States, investments
         denominated in the currency of the jurisdiction in which that
         Subsidiary is organized or has its principal place of business which
         are similar to the items specified in clauses (1), (2), (4), (5) and
         (6) above.

                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1) any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company to any Person or group
         of related Persons for purposes of Section 13(d) of the Exchange Act (a
         "Group"), other than to the Permitted Holders or their Related Parties
         or any Permitted Group;

                  (2) the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         of this Indenture);

                  (3) any Person or Group (other than the Permitted Holders or
         their Related Parties or any Permitted Group) shall become the owner,
         directly or indirectly, beneficially or of record, of shares
         representing more than 50% of the aggregate ordinary voting power
         represented by the issued and outstanding Capital Stock of the Company;
         or

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

                  "Clearstream" means Clearstream Banking, S.A.

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

                  "Company" means Dresser, Inc. and any and all successors
thereto.

                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of such Person's:

                  (1) Consolidated Net Income, and



                                       4
<PAGE>   11

                  (2) to the extent Consolidated Net Income has been reduced
         thereby,:

                           (a) all income taxes and foreign withholding taxes of
                  such Person and its Restricted Subsidiaries paid or accrued in
                  accordance with GAAP for such period;

                           (b) Consolidated Interest Expense;

                           (c) Consolidated Non-cash Charges less any non-cash
                  items increasing Consolidated Net Income for such period
                  (other than normal accruals in the ordinary course of
                  business);

                           (d) any cash charges resulting from the Transactions
                  and the related financings that, in each case, are incurred
                  prior to the six-month anniversary of the Issue Date; and

                           (e) any non-capitalized transactions costs incurred
                  in connection with actual, proposed or abandoned financings,
                  acquisitions or divestitures, including, but not limited to,
                  financing and refinancing fees and costs incurred in
                  connection with the Transactions,

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of (x) Consolidated EBITDA of such Person during the
four full fiscal quarters (the "Four-Quarter Period") ending prior to the date
of the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio for which financial statements are available (the
"Transaction Date") to (y) Consolidated Fixed Charges of such Person for the
Four-Quarter Period. In addition to and without limitation of the foregoing, for
purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed
Charges" shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

                  (1) the incurrence or repayment of any Indebtedness or the
         issuance of any Designated Preferred Stock of such Person or any of its
         Restricted Subsidiaries (and the application of the proceeds thereof)
         giving rise to the need to make such calculation and any incurrence or
         repayment of other Indebtedness or the issuance or redemption of other
         Preferred Stock (and the application of the proceeds thereof), other
         than the incurrence or repayment of Indebtedness in the ordinary course
         of business for working capital purposes pursuant to revolving credit
         facilities, occurring during the Four-Quarter Period or at any time
         subsequent to the last day of the Four-Quarter Period and on or prior
         to the Transaction Date, as if such incurrence or repayment or issuance
         or redemption, as the case may be (and the application of the proceeds
         thereof), had occurred on the first day of the Four-Quarter Period; and

                  (2) Asset Sales or other dispositions or Asset Acquisitions
         (including, without limitation, (A) any Asset Acquisition giving rise
         to the need to make such calculation as a result of such Person or one
         of its Restricted Subsidiaries (including any Person who becomes a
         Restricted Subsidiary as a result of the Asset Acquisition) incurring,
         assuming or otherwise being liable for Acquired Indebtedness, and (B)
         any Consolidated EBITDA (including any pro forma expense and cost
         reductions and other operating improvements that have occurred or are
         reasonably expected to occur, in the reasonable judgment of the chief
         financial officer of the Company (regardless of whether those cost
         savings or operating improvements could then be



                                       5
<PAGE>   12

         reflected in pro forma financial statements in accordance with GAAP,
         Regulation S-X promulgated under the Securities Act or any other
         regulation or policy of the SEC related thereto) attributable to the
         assets which are the subject of the Asset Acquisition or Asset Sale or
         other disposition and without regard to clause (4) of the definition of
         Consolidated Net Income) occurring during the Four-Quarter Period or at
         any time subsequent to the last day of the Four-Quarter Period and on
         or prior to the Transaction Date, as if such Asset Sale or other
         disposition or Asset Acquisition (including the incurrence or
         assumption of any such Acquired Indebtedness) occurred on the first day
         of the Four-Quarter Period. If such Person or any of its Restricted
         Subsidiaries directly or indirectly guarantees Indebtedness of a third
         Person, the preceding sentence shall give effect to the incurrence of
         such guaranteed Indebtedness as if such Person or any Restricted
         Subsidiary of such Person had directly incurred or otherwise assumed
         such other Indebtedness that was so guaranteed.

                  Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this
"Consolidated Fixed Charge Coverage Ratio":

                  (1) interest on outstanding Indebtedness determined on a
         fluctuating basis as of the Transaction Date and which will continue to
         be so determined thereafter shall be deemed to have accrued at a fixed
         rate per annum equal to the rate of interest on such Indebtedness in
         effect on the Transaction Date; and

                  (2) notwithstanding clause (1) of this paragraph, interest on
         Indebtedness determined on a fluctuating basis, to the extent such
         interest is covered by agreements relating to Interest Swap
         Obligations, shall be deemed to accrue at the rate per annum resulting
         after giving effect to the operation of such agreements.

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of:

                  (1) Consolidated Interest Expense; plus

                  (2) the product of (x) the amount of all cash dividend
         payments on any series of Preferred Stock of such Person times (y) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the then current effective consolidated federal, state and
         local income tax rate of such Person, expressed as a decimal; provided
         that with respect to any series of Preferred Stock that was not paid
         cash dividends during such period but that is eligible to be paid cash
         dividends during any period prior to the maturity date of the Notes,
         cash dividends shall be deemed to have been paid with respect to such
         series of Preferred Stock during such period for purposes of this
         clause (2).

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication:

                  (1) the aggregate of all cash and non-cash interest expense
         with respect to all outstanding Indebtedness of such Person and its
         Restricted Subsidiaries, including the net costs associated with
         Interest Swap Obligations, for such period determined on a consolidated
         basis in conformity with GAAP, but excluding amortization or write-off
         of debt issuance costs;

                  (2) the consolidated interest expense of such Person and its
         Restricted Subsidiaries that was capitalized during such period; and



                                       6
<PAGE>   13

                  (3) the interest component of Capitalized Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued by such Person and
         its Restricted Subsidiaries during such period as determined on a
         consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP and without any deduction in respect of Preferred Stock
dividends; provided that there shall be excluded therefrom:

                  (1) gains and losses from Asset Sales (without regard to the
         $5.0 million limitation set forth in the definition thereof) and the
         related tax effects according to GAAP;

                  (2) gains and losses due solely to fluctuations in currency
         values and the related tax effects according to GAAP;

                  (3) all extraordinary, unusual or nonrecurring charges, gains
         and losses (including, without limitation, all restructuring costs and
         any expense or charge related to the repurchase of Capital Stock or
         warrants or options to purchase Capital Stock) and the related tax
         effects according to GAAP;

                  (4) the net income (or loss) of any Person acquired in a
         pooling of interests transaction accrued prior to the date it becomes a
         Restricted Subsidiary of the referent Person or is merged or
         consolidated with or into such Person or any Restricted Subsidiary of
         such Person;

                  (5) the net income (or loss) of any Restricted Subsidiary of
         the referent Person to the extent that the declaration of dividends or
         similar distributions by that Restricted Subsidiary of that income is
         prohibited by contract, operation of law or otherwise;

                  (6) the net loss of any Person, other than a Restricted
         Subsidiary of the referent Person;

                  (7) the net income of any Person, other than a Restricted
         Subsidiary of the referent Person, except to the extent of cash
         dividends or distributions paid to the referent Person or a Restricted
         Subsidiary of the referent Person by such Person;

                  (8) in the case of a successor to the referent Person by
         consolidation or merger or as a transferee of the referent Person's
         assets, any earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets; and

                  (9) any non-cash compensation charges, including any arising
         from existing stock options resulting from any merger or
         recapitalization transaction.

                  "Consolidated Net Tangible Assets" means, with respect to any
Person, the total assets minus unamortized deferred tax assets, goodwill,
patents, trademarks, service marks, trade names, copyrights and all other items
which would be treated as intangibles, in each case on the most recent
consolidated balance sheet of such Person and its Restricted Subsidiaries
prepared in accordance with GAAP.

                  "Consolidated Non-cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash charges and expenses of such Person and its Restricted Subsidiaries
reducing Consolidated Net Income of such Person and its Restricted Subsidiaries



                                       7
<PAGE>   14

for such period, determined on a consolidated basis in accordance with GAAP
(excluding any such charges that require an accrual of or a reserve for cash
payments for any future period other than accruals or reserves in the ordinary
course of business or associated with mandatory repurchases of equity
securities). Notwithstanding the foregoing, accruals in respect to payables in
the ordinary course of business shall be deemed not to constitute a
"Consolidated Non-cash Charge."

                  "Continuing Director" means, as of any date of determination,
any member of the Board of Directors of the Company who:

                  (1) was a member of the Board of Directors of the Company on
         the Issue Date; or

                  (2) was nominated for election or elected to the Board of
         Directors of the Company by any of the Permitted Holders or with the
         approval of a majority of the Continuing Directors who were members of
         such Board at the time of such nomination or election or the applicable
         Guarantor, as the case may be.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 12.02 or such other address as to
which the Trustee may give notice to the Company.

                  "Credit Facilities" means one or more debt facilities
(including, without limitation, the New Credit Facility) or commercial paper
facilities with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) and/or letters of credit, bank guarantees
or banker's acceptances.

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

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06, in the
form of Exhibit A except that such Note shall not bear the Global Note Legend
and shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
as the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "Designated Noncash Consideration" means any non-cash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is designated as Designated Noncash
Consideration pursuant to an Officers' Certificate that is delivered to the
Trustee and executed by the principal executive officer and the principal
financial officer of the Company or such Restricted Subsidiary at the time of
such Asset Sale. Any particular item of Designated Noncash Consideration will
cease to be considered to be outstanding once it has been sold for cash or Cash
Equivalents. At the time of receipt of any Designated Noncash Consideration, the
Company shall deliver an Officers' Certificate to the Trustee which shall state
the fair market value of such Designated Noncash Consideration and shall state
the basis of such valuation, which shall be a report of a nationally



                                       8
<PAGE>   15

recognized investment banking, appraisal or accounting firm with respect to the
receipt in one transaction or a series of related transactions, of Designated
Noncash Consideration with a fair market value in excess of $10.0 million.

                  "Designated Preferred Stock" means Preferred Stock that is
designated as Designated Preferred Stock pursuant to an Officers' Certificate
executed by the principal executive officer and the principal financial officer
of the Company to the Trustee on the issue date thereof, the cash proceeds of
which are excluded from the calculation set forth in clause (iii)(x) of the
first paragraph of Section 4.07.

                  "Designated Senior Debt" means:

                  (1) Indebtedness under or in respect of the New Credit
         Facility, and

                  (2) any other Indebtedness constituting Senior Debt which, at
         the time of determination, has an aggregate principal amount of at
         least $25.0 million and is specifically designated in the instrument
         evidencing such Senior Debt as "Designated Senior Debt" by the Company
         or the applicable Guarantor, as the case may be.

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

                  "Distribution Compliance Period" means as defined in
Regulation S.

                  "Domestic Restricted Subsidiary" means any Restricted
Subsidiary of the Company that is incorporated under the laws of the United
States or any state thereof or the District of Columbia.

                  "Equity Offering" means in connection with any optional
redemption pursuant to Section 3.07 any offering of Qualified Capital Stock of
the Company or any direct or indirect parent of the Company generating gross
proceeds to the Company of at least $25.0 million; provided that in the case of
a Qualified Capital Stock Offering by any direct or indirect parent of the
Company, such parent makes a contribution to the Company, or is issued Qualified
Capital Stock of the Company by the Company in an amount equal to the redemption
price of the Notes to be redeemed in such redemption plus accrued and unpaid
interest thereon.

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

                  "Exchange Notes" means the 9 3/8% Senior Subordinated Notes
due 2011 to be issued in exchange for (1) the Initial Notes pursuant to the
Registration Rights Agreement and (2) the Additional Notes, if any, issued under
Section 2.02 pursuant to a registration rights agreement substantially similar
to the Registration Rights Agreement.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement.



                                       9
<PAGE>   16

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

                  "Four-Quarter Period" has the meaning specified in the
definition of Consolidated Fixed Charge Coverage Ratio.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary of the Company incorporated in any jurisdiction outside of the United
States.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

                  "Global Note Legend" means the legend set forth in Section
2.06(g)(ii) which is required to be placed on all Global Notes issued under this
Indenture.

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A, issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or
2.06(f).

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America, and for the payment of
which the United States pledges its full faith and credit.

                  "Guarantee" means:

                  (1) the senior subordinated guarantee of the Notes by the
         Domestic Restricted Subsidiaries of the Company; and

                  (2) the senior subordinated guarantee of the Notes by any
         Wholly Owned Domestic Restricted Subsidiary required under the terms of
         Section 4.17 and Section 4.18.

                  "Guarantor" means any Restricted Subsidiary of the Company
that incurs a Guarantee; provided that upon the release and discharge of such
Restricted Subsidiary from its Guarantee in accordance with Section 11.06, such
Restricted Subsidiary shall cease to be a Guarantor.

                  "Hedging Agreement" means any agreement with respect to the
hedging of price risk associated with the purchase of commodities used in the
business of the Company and its Restricted Subsidiaries.

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

                  "IAI Global Note" means the global Note in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.



                                       10
<PAGE>   17

                  "Indebtedness" means with respect to any Person, without
duplication:

                  (1) all Obligations of such Person for borrowed money;

                  (2) all Obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (3) all Capitalized Lease Obligations of such Person;

                  (4) all Obligations of such Person issued or assumed as the
         deferred purchase price of property, all conditional sale obligations
         and all Obligations under any title retention agreement (but excluding
         trade accounts payable and other accrued liabilities arising in the
         ordinary course of business);

                  (5) all Obligations for the reimbursement of any obligor on
         any letter of credit, banker's acceptance or similar credit
         transaction;

                  (6) guarantees and other contingent Obligations in respect of
         Indebtedness referred to in clauses (1) through (5) above and clause
         (8) below;

                  (7) all Obligations of any other Person of the type referred
         to in clauses (1) through (6) which are secured by any Lien on any
         property or asset of such Person, the amount of such Obligation being
         deemed to be the lesser of the fair market value of such property or
         asset or the amount of the Obligation so secured;

                  (8) all Obligations under Currency Agreements and Interest
         Swap Obligations of such Person; and

                  (9) all Disqualified Capital Stock issued by such Person with
         the amount of Indebtedness represented by such Disqualified Capital
         Stock being equal to the greater of its voluntary or involuntary
         liquidation preference and its maximum fixed repurchase price, but
         excluding accrued dividends, if any.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock. For the purposes of calculating the amount of
Indebtedness of a Securitization Entity outstanding as of any date, the face or
notional amount of any interest in receivables or equipment that is outstanding
as of such date shall be deemed to be Indebtedness but any such interests held
by Affiliates of such Securitization Entity shall be excluded for purposes of
such calculation.

                  The amount of any Indebtedness outstanding as of any date
shall be:

                  (1) the accreted value thereof, in the case of any
         Indebtedness that does not require current payments of interest; and

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



                                       11
<PAGE>   18

         Indebtedness that is denominated in any currency other than United
         States dollars shall be the amount thereof, as determined pursuant to
         the foregoing provision, converted into United States dollars at the
         Spot Rate in effect on the date that Indebtedness was incurred or, if
         that indebtedness was incurred prior to the date of this Indenture, the
         Spot Rate in effect on the date of this Indenture. If such Indebtedness
         is incurred to refinance other Indebtedness denominated in a foreign
         currency, and such refinancing would cause the applicable U.S.
         dollar-denominated restriction to be exceeded if calculated at the
         relevant Spot Rate in effect on the date of such refinancing, such U.S.
         dollar-denominated restriction shall be deemed not to have been
         exceeded so long as the principal amount of such refinancing
         Indebtedness does not exceed the principal amount of such Indebtedness
         being refinanced. The principal amount of any Indebtedness incurred to
         refinance other Indebtedness, if incurred in a different currency from
         the Indebtedness being refinanced, shall be calculated based on the
         Spot Rate applicable to the currencies in which such respective
         Indebtedness is denominated that is in effect on the date of such
         refinancing.

                  Indebtedness shall not include obligations of any Person (A)
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 obligations are extinguished
within two Business Days of their incurrence, (B) resulting from the endorsement
of negotiable instruments for collection in the ordinary course of business and
consistent with past business practices and (C) under stand-by letters of credit
to the extent collateralized by cash or Cash Equivalents.

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

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

                  "Initial Notes" means $300.0 million in aggregate principal
amount of 9 3/8% Senior Subordinated Notes due 2011 of the Company issued on the
Issue Date for so long as such securities constitute Restricted Securities.

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

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

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude extensions of trade credit by
the Company and its Restricted Subsidiaries in accordance with normal trade
practices of the Company or such Restricted Subsidiary, as the case may be. If
the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Common Stock of any direct or indirect Restricted Subsidiary of
the Company such that, after giving effect to any such sale or disposition, such
Restricted Subsidiary is no longer a Restricted Subsidiary of the Company, the



                                       12
<PAGE>   19

Company shall be deemed to have made an Investment on the date of any such sale
or disposition equal to the fair market value of the Common Stock of such
Restricted Subsidiary not sold or disposed of.

                  "Issue Date" means April 10, 2001, the date on which the
Initial Notes were originally issued.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in The City of New York, the city in which the principal
corporate trust office of the Trustee is located or at a place of payment are
authorized by law, regulation or executive order to remain closed. 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 on such payment for the intervening period.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

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

                  "Marketable Securities" means publicly traded debt or equity
securities that are listed for trading on a national securities exchange and
that were issued by a corporation whose debt securities are rated in one of the
three highest rating categories by either S&P or Moody's.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents, including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

                  (1) reasonable out-of-pocket expenses and fees relating to
         such Asset Sale (including, without limitation, legal, accounting and
         investment banking fees and sales commissions);

                  (2) taxes paid or payable after taking into account any
         reduction in consolidated tax liability due to available tax credits or
         deductions and any tax sharing arrangements; and

                  (3) appropriate amounts to be provided by the Company or any
         Restricted Subsidiary of the Company, as the case may be, as a reserve,
         in accordance with GAAP, against any liabilities associated with such
         Asset Sale and retained by the Company or any Restricted Subsidiary of
         the Company, as the case may be, after such Asset Sale, including,
         without limitation, pension and other post-employment benefit
         liabilities, liabilities related to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale.

                  "New Credit Facility" means the Credit Agreement dated as of
the Issue Date among the Company, the lenders party thereto in their capacities
as lenders thereunder, and Morgan Stanley Senior Funding, Inc., as
administrative agent and Credit Suisse First Boston, as syndication agent,
together with the related documents thereto (including, without limitation, any
guarantee agreements and security documents), in each case as such agreements
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the



                                       13
<PAGE>   20

maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries of the Company as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

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

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

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

                  "Offering Memorandum" means the offering memorandum of the
Company pursuant to which the Notes were issued.

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

                  "Officers' Certificate" means a certificate signed on behalf
of the Company or any Restricted Subsidiary, as the case may be, by two Officers
of the Company or such Restricted Subsidiaries, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company or such Restricted Subsidiary,
that meets the requirements of Sections 12.04 and 12.05.

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

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee that meets the requirements of Sections
12.04 and 12.05. The counsel may be an employee of or counsel to the Company,
any Subsidiary of the Company or the Trustee.

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

                  "Participating Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

                  "Permitted Business" means any business (including stock or
assets) that derives a majority of its revenues from the business engaged in by
the Company and its Restricted Subsidiaries on the Issue Date and/or activities
that are reasonably similar, ancillary or related to, or a reasonable



                                       14
<PAGE>   21

extension, development or expansion of, the businesses in which the Company and
its Restricted Subsidiaries are engaged on the Issue Date.

                  "Permitted Group" means any group of investors that is deemed
to be a "person" (as such term is used in Section 13(d)(3) of the Exchange Act)
by virtue of the Stockholders Agreements, as the same may be amended, modified
or supplemented from time to time, provided that no single Person (together with
its Affiliates), other than the Permitted Holders and their Related Parties, is
the "beneficial owner" (as such term is used in Section 13(d) of the Exchange
Act), directly or indirectly, of more than 50% of the voting power of the issued
and outstanding Capital Stock of the Company that is "beneficially owned" (as
defined above) by such group of investors.

                  "Permitted Holders" means First Reserve Corporation, its
Affiliates and any general or limited partners on the date of this Indenture of
First Reserve Corporation, Odyssey Investment Partners Fund, LP, its Affiliates
and any general or limited partners on the date of this Indenture of Odyssey
Investment Partners Fund, LP.

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

                  (1) Indebtedness under the Notes, the Exchange Notes and this
         Indenture issued on the Issue Date and any Exchange Notes issued in
         exchange therefor pursuant to this Indenture and any Guarantees thereof
         in an aggregate principal amount not to exceed $300.0 million;

                  (2) Indebtedness of the Company or any of its Restricted
         Subsidiaries incurred pursuant to one or more Credit Facilities in an
         aggregate principal amount at any time outstanding not to exceed $820.0
         million, less the aggregate amount of Indebtedness of Securitization
         Entities at the time outstanding, provided that the amount of
         Indebtedness permitted to be incurred pursuant to the Credit Facilities
         in accordance with this clause (2) shall be in addition to any
         Indebtedness permitted to be incurred pursuant to the Credit Facilities
         in reliance on, and in accordance with, clauses (7), (13) and (15)
         below; and provided further that any Indebtedness incurred pursuant to
         the New Credit Facility on the Issue Date shall initially be deemed to
         be incurred under this clause (2);

                  (3) other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the Issue Date reduced by the amount of any
         scheduled amortization payments or mandatory prepayments when actually
         paid or permanent reductions thereof;

                  (4) Interest Swap Obligations of the Company or any of its
         Restricted Subsidiaries covering Indebtedness of the Company or any of
         its Restricted Subsidiaries; provided that any Indebtedness to which
         any such Interest Swap Obligations correspond is otherwise permitted to
         be incurred under this Indenture; and provided, further, that such
         Interest Swap Obligations are entered into, in the judgment of the
         Company, to protect the Company or any of its Restricted Subsidiaries
         from fluctuations in interest rates on its outstanding Indebtedness and
         not for purposes of speculation;

                  (5) Indebtedness of the Company or any Restricted Subsidiary
         of the Company under Hedging Agreements and Currency Agreements so long
         as such agreement has been entered into in the ordinary course of
         business and not for purposes of speculation;

                  (6) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any such Restricted Subsidiaries; provided, however, that:



                                       15
<PAGE>   22

                           (a) if the Company is the obligor on such
                  Indebtedness and the aggregate principal amount thereof
                  exceeds $1.0 million, and the payee is a Restricted Subsidiary
                  of the Company that is not a Guarantor, such Indebtedness is
                  expressly subordinated to the prior payment in full in cash of
                  all Obligations with respect to the Notes; and

                           (b) (i) any subsequent issuance or transfer of
                  Capital Stock that results in any such Indebtedness being held
                  by a Person other than the Company or a Restricted Subsidiary
                  thereof, and

                           (ii) any sale or other transfer of any such
                  Indebtedness to a Person that is not either the Company or a
                  Restricted Subsidiary of the Company (other than by way of
                  granting a Lien permitted under this Indenture or in
                  connection with the exercise of remedies by a secured
                  creditor)

                  shall be deemed, in each case, to constitute an incurrence of
                  such Indebtedness by the Company or such Restricted
                  Subsidiary, as the case may be, that was not permitted by this
                  clause (6);

                  (7) Indebtedness (including Capitalized Lease Obligations)
         incurred by the Company or any of its Restricted Subsidiaries to
         finance the purchase, lease or improvement of property (real or
         personal) or equipment (whether through the direct purchase of assets
         or the Capital Stock of any Person owning such assets) in an aggregate
         principal amount outstanding after giving effect to that incurrence not
         to exceed the greater of (a) $40.0 million or (b) 10% of Consolidated
         Net Tangible Assets at the time of incurrence;

                  (8) Refinancing Indebtedness;

                  (9) guarantees by the Company and its Restricted Subsidiaries
         of one another's Indebtedness; provided that such Indebtedness is
         permitted to be incurred under this Indenture;

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

                  (11) obligations in respect of performance and surety bonds
         and completion guarantees provided by the Company or any Restricted
         Subsidiary of the Company in the ordinary course of business;

                  (12) the incurrence by a Securitization Entity of Indebtedness
         in a Qualified Securitization Transaction that is non-recourse to the
         Company or any Restricted Subsidiary of the Company (except for
         Standard Securitization Undertakings);

                  (13) additional Indebtedness of the Company and its Restricted
         Subsidiaries in an aggregate principal amount that does not exceed
         $50.0 million at any one time outstanding (which amount may, but need
         not, be incurred in whole or in part under a Credit Facility);



                                       16
<PAGE>   23

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

                  (15) Indebtedness of the Company or any of its Restricted
         Subsidiaries represented by letters of credit for the account of the
         Company or such Restricted Subsidiary, as the case may be, issued in
         the ordinary course of business of the Company or such Restricted
         Subsidiary, including, without limitation, in order to provide security
         for workers' compensation claims or payment obligations in connection
         with self-insurance or similar requirements in the ordinary course of
         business and other Indebtedness with respect to workers' compensation
         claims, self-insurance obligations, performance, surety and similar
         bonds and completion guarantees provided by the Company or any
         Restricted Subsidiary of the Company in the ordinary course of
         business;

                  (16) unsecured Indebtedness incurred by the Company to current
         or former employees in connection with the purchase or redemption of
         Equity Interests of the Company not to exceed in the aggregate $10.0
         million; and

                  (17) Indebtedness of a Restricted Subsidiary of the Company
         incurred and outstanding on the date such Restricted Subsidiary was
         acquired by the Company in a principal amount that, when taken together
         with the principal amount of all other Indebtedness incurred pursuant
         to this clause (17) that is at the time outstanding, does not exceed
         $40.0 million; provided that such Indebtedness was incurred by such
         Restricted Subsidiary prior to such acquisition by the Company or one
         of its Restricted Subsidiaries and was not incurred in connection with,
         or contemplation of, such acquisition by the Company or one of its
         Restricted Subsidiaries.

                  For purposes of determining compliance with Section 4.09, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (17)
above or is permitted to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of Section 4.09, the Company shall, in its sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with Section 4.09. Accrual of interest, accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of Section 4.09.

                  "Permitted Investments" means:

                  (1) Investments by the Company or any Restricted Subsidiary of
         the Company in any Restricted Subsidiary of the Company (whether
         existing on the Issue Date or created thereafter) or any Person
         (including by means of any transfer of cash or other property) if as a
         result of such Investment such Person shall become a Restricted
         Subsidiary of the Company or that will merge with or consolidate into
         the Company or a Restricted Subsidiary of the Company and Investments
         in the Company by any Restricted Subsidiary of the Company;

                  (2) Investments in cash and Cash Equivalents;

                  (3) loans and advances to employees and officers of the
         Company and its Restricted Subsidiaries for bona fide business purposes
         in an aggregate principal amount not to exceed $5.0 million at any one
         time outstanding;



                                       17
<PAGE>   24

                  (4) Currency Agreements, Hedging Agreements and Interest Swap
         Obligations entered into in the ordinary course of business and
         otherwise in compliance with this Indenture and not for purposes of
         speculation;

                  (5) Investments in securities of trade creditors or customers
         received pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of such trade creditors or customers
         or in good faith settlement of delinquent obligations of such trade
         creditors or customers;

                  (6) Investments made by the Company or its Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.10;

                  (7) Investments existing on the Issue Date or made pursuant to
         commitments existing on the Issue Date;

                  (8) accounts receivable created or acquired in the ordinary
         course of business;

                  (9) guarantees by the Company or a Restricted Subsidiary of
         the Company permitted to be incurred under this Indenture;

                  (10) any Investment in a Person engaged in a Permitted
         Business (other than an Investment in an Unrestricted Subsidiary)
         having an aggregate fair market value, taken together with all other
         Investments made pursuant to this clause (10) that are at that time
         outstanding, not to exceed 5% of Total Assets at the time of that
         Investment (with the fair market value of each Investment being
         measured at the time made and without giving effect to subsequent
         changes in value);

                  (11) any Investment by the Company or a Restricted Subsidiary
         of the Company in a Securitization Entity or any Investment by a
         Securitization Entity in any other Person in connection with a
         Qualified Securitization Transaction; provided that any Investment in a
         Securitization Entity is in the form of a Purchase Money Note or an
         equity interest; and

                  (12) other Investments to the extent paid for with Qualified
         Capital Stock of the Company.

                  "Permitted Liens" means the following types of Liens:

                  (1) Liens for taxes, assessments or governmental charges or
         claims either

                           (a)      not delinquent; or

                           (b)      contested in good faith by appropriate
                                    proceedings and as to which the Company or
                                    the applicable Restricted Subsidiary has set
                                    aside on its books such reserves as may be
                                    required pursuant to GAAP;

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



                                       18
<PAGE>   25

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

                  (4) judgment Liens not giving rise to an Event of Default;

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

                  (6) any interest or title of a lessor under any Capitalized
         Lease Obligation;

                  (7) purchase money Liens to finance property or assets of the
         Company or any Restricted Subsidiary of the Company acquired,
         constructed or improved in the ordinary course of business; provided,
         however, that

                           (a) the related purchase money Indebtedness shall not
                  exceed the cost of such property or assets and shall not be
                  secured by any property or assets of the Company or any
                  Restricted Subsidiary of the Company other than the property
                  and assets so acquired, and

                           (b) the Lien securing such Indebtedness shall be
                  created within 90 days of such acquisition;

                  (8) Liens upon specific items of inventory or other goods and
         proceeds of any Person securing such Person's obligations in respect of
         bankers' acceptances issued or created for the account of such Person
         to facilitate the purchase, shipment or storage of such inventory or
         other goods;

                  (9) Liens securing reimbursement obligations with respect to
         commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

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

                  (11) Liens securing Interest Swap Obligations entered into in
         the ordinary course of business and not for the purposes of speculation
         which Interest Swap Obligations relate to Indebtedness that is
         otherwise permitted under this Indenture;

                  (12) Liens securing Indebtedness under Currency Agreements and
         Hedging Agreements entered into in the ordinary course of business and
         not for the purposes of speculation;



                                       19
<PAGE>   26

                  (13) Liens incurred in the ordinary course of business of the
         Company or any Restricted Subsidiary of the Company with respect to
         obligations that do not in the aggregate exceed $50.0 million at any
         one time outstanding;

                  (14) Liens on assets transferred to a Securitization Entity or
         on assets of a Securitization Entity, in either case incurred in
         connection with a Qualified Securitization Transaction;

                  (15) leases or subleases granted to others that do not
         materially interfere with the ordinary course of business of the
         Company and its Restricted Subsidiaries;

                  (16) Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (17) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payment of custom duties in connection
         with the importation of goods;

                  (18) Liens securing Acquired Indebtedness incurred in
         compliance with Section 4.09; provided that;

                           (i) such Liens secured such Acquired Indebtedness at
                  the time of and prior to the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company and were not granted in connection with, or in
                  anticipation of, the incurrence of such Acquired Indebtedness
                  by the Company or a Restricted Subsidiary of the Company; and

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

                  (19) Liens placed upon assets of a Restricted Subsidiary of
         the Company that is not a Guarantor to secure Indebtedness of such
         Restricted Subsidiary that is otherwise permitted under this Indenture;
         and

                  (20) Liens existing on the Issue Date, together with any Liens
         securing Indebtedness incurred in reliance on clause (8) of the
         definition of Permitted Indebtedness in order to refinance the
         Indebtedness secured by Liens existing on the Issue Date; provided that
         the Liens securing the refinancing Indebtedness shall not extend to
         property other than that pledged under the Liens securing the
         Indebtedness being refinanced.

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

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



                                       20
<PAGE>   27

                  "Private Placement Legend" means the legend set forth in
Section 2.06(g)(i) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

                  "Productive Assets" means assets (including Capital Stock)
that are used or usable by the Company and its Restricted Subsidiaries in
Permitted Businesses.

                  "Purchase Money Note" means a promissory note of a
Securitization Entity evidencing amounts owed to the Company or any Restricted
Subsidiary of the Company in connection with a Qualified Securitization
Transaction to a Securitization Entity, which note shall be repaid from cash
available to the Securitization Entity other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in
respect of interest and principal and amounts paid in connection with the
purchase of newly generated receivables or newly acquired equipment.

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

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

                  "Qualified Securitization Transaction" means any transaction
or series of transactions that may be entered into by the Company or any of its
Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries
may sell, convey or otherwise transfer to:

                  (1) a Securitization Entity (in the case of a transfer by the
         Company or any of its Restricted Subsidiaries); and

                  (2) any other Person (in the case of a transfer by a
         Securitization Entity),

or may grant a security interest in any accounts receivable or equipment
(whether now existing or arising or acquired in the future) of the Company or
any of its Restricted Subsidiaries, and any assets related thereto, including,
without limitation, all collateral securing such accounts receivable and
equipment, all contracts and contract rights and all guarantees or other
obligations in respect of such accounts receivable and equipment, proceeds of
such accounts receivable and equipment and other assets (including contract
rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with assets securitization
transactions involving accounts receivable and equipment.

                  "Recapitalization" means the recapitalization of the Company
consummated on the Issue Date.

                  "Receivables Fees" means distributions or payments made
directly or by means of discounts with respect to any participation interests
issued or sold in connection with, and other fees paid to a Person that is not a
Restricted Subsidiary in connection with, any Qualified Securitization
Transaction.

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

                  "Refinancing Indebtedness" means any Refinancing,
modification, replacement, restatement, refunding, deferral, extension,
substitution, supplement, reissuance or resale of existing or future
Indebtedness (other than intercompany Indebtedness), including any additional
Indebtedness



                                       21
<PAGE>   28

incurred to pay interest or premiums required by the instruments governing such
existing or future Indebtedness as in effect at the time of issuance thereof
("Required Premiums") and fees in connection therewith; provided that any such
event shall not:

                  (1) directly or indirectly result in an increase in the
         aggregate principal amount of Permitted Indebtedness, except to the
         extent such increase is a result of a simultaneous incurrence of
         additional Indebtedness:

                           (a) to pay Required Premiums and related fees; or

                           (b) otherwise permitted to be incurred under this
                  Indenture; and

                  (2) create Indebtedness with a Weighted Average Life to
         Maturity at the time such Indebtedness is incurred that is less than
         the Weighted Average Life to Maturity at such time of the Indebtedness
         being refinanced, modified, replaced, renewed, restated, refunded,
         deferred, extended, substituted, supplemented, reissued or resold.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date by and among the Company, the Guarantors
and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation
and UBS Warburg LLC.

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

                  "Regulation S Global Note" means a Regulation S Temporary
Global Note or Regulation S Permanent Global Note, as appropriate.

                  "Regulation S Permanent Global Note" means a permanent global
Note in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Distribution Compliance Period.

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

                  "Related Party" with respect to any Permitted Holder means:

                  (a) (1) any spouse, sibling, parent or child of such Permitted
         Holder; or

                  (2) the estate of any Permitted Holder during any period in
         which such estate holds Capital Stock of the Company for the benefit of
         any Person referred to in clause (a)(1); or

                  (b) any trust, corporation, partnership, limited liability
         company or other entity, the beneficiaries, stockholders, partners,
         owners or Persons beneficially owning an interest of more than 50% of
         which consist of, or the sole managing partner or managing member of
         which is, one or more Permitted Holders and/or such other Persons
         referred to in the immediately preceding clause (a).



                                       22
<PAGE>   29

                  "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.

                  "Responsible Officer," when used with respect to the Trustee,
means any officer within the Corporate Trust Administration division of the
Trustee (or any successor group of the Trustee) or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "Restricted Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Note" means a Global Note bearing the
Private Placement Legend.

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

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

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

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

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

                  "S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc.

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

                  "SEC" means the Securities and Exchange Commission.

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

                  "Securitization Entity" means any person in which the Company
or any Restricted Subsidiary of the Company makes an Investment and to which the
Company or any Restricted Subsidiary of the Company transfers accounts
receivable or equipment (and related assets including contract rights) which
engages in no activities other than in connection with the financing of accounts
receivable or equipment or related assets (including contract rights) and which
is designated by the Board of Directors of the Company (as provided below) as a
Securitization Entity:



                                       23
<PAGE>   30

                  (1) no portion of the Indebtedness or any other Obligations
         (contingent or otherwise) of which

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

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

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

                  (2) with which neither the Company nor any Restricted
         Subsidiary of the Company 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 receivables of such entity; and

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

                  Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the Board Resolution of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with foregoing
conditions.

                  "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 Indebtedness of the Company or any Guarantor, whether outstanding on the
Issue Date or thereafter created, incurred or assumed, unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Notes or the
Guarantees of such Guarantor, as the case may be. 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:

                  (x) all monetary obligations of every nature of the Company or
         any Guarantor under the New Credit Facility, including, without
         limitation, obligations to pay principal, premium and interest,
         reimbursement obligations under letters of credit, fees, expenses and
         indemnities;

                  (y) all Interest Swap Obligations (and guarantees thereof);
         and

                  (z) all obligations (and guarantees thereof) under Currency
         Agreements and Hedging Agreements,

in each case whether outstanding on the Issue Date or thereafter incurred.



                                       24
<PAGE>   31

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

                  (i) any Indebtedness of the Company or a Guarantor to the
         Company or to a Subsidiary of the Company;

                  (ii) any Indebtedness to, or guaranteed on behalf of, any
         director, officer or employee of the Company or any Subsidiary of the
         Company (including, without limitation, amounts owed for compensation);

                  (iii) Indebtedness to trade creditors and other amounts
         incurred in connection with obtaining goods, materials or services;

                  (iv) Indebtedness represented by Disqualified Capital Stock;

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

                  (vi) that portion of any Indebtedness incurred in violation of
         Section 4.09 (but, as to any such obligation, no such violation shall
         be deemed to exist for purposes of this clause (vi) if the holder(s) of
         such obligation or their representative and the Trustee shall have
         received an Officers' Certificate of the Company to the effect that the
         incurrence of such Indebtedness does not (or in the case of revolving
         credit indebtedness, that the incurrence of the entire committed amount
         thereof at the date on which the initial borrowing thereunder is made
         would not) violate such provisions of this Indenture);

                  (vii) Indebtedness which, when incurred and without respect to
         any election under Section 1111(b) of Title 11, United States Code, is
         without recourse to the Company; and

                  (viii) any Indebtedness which is, by its express terms,
         subordinated in right of payment to any other Indebtedness of the
         Company or such Guarantor, including, without limitation, the
         Convertible Subordinated Debentures.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Significant Subsidiary" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1-02(w) of Regulation S-X under the
Securities Act.

                  "Spot Rate" means, for any currency, the spot rate at which
that currency is offered for sale against United States dollars, as determined
by reference to the New York foreign exchange selling rates, as published in The
Wall Street Journal on that date of determination for the immediately preceding
business day or, if that rate is not available, as determined in any publicly
available source of similar market data.

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which are reasonably customary in an accounts
receivable or equipment transaction.

                  "Stated Maturity" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid



                                       25
<PAGE>   32

in the original documentation governing such Indebtedness, and shall not include
any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

                  "Stockholders Agreements" means those certain stockholders
agreements entered into in connection with the Recapitalization.

                  "Subsidiary" with respect to any Person, means:

                  (1) any corporation of which the outstanding Capital Stock
         having at least a majority of the votes entitled to be cast in the
         election of directors under ordinary circumstances shall at the time be
         owned, directly or indirectly, by such Person; or

                  (2) any other Person of which at least a majority of the
         voting interest under ordinary circumstances is at the time, directly
         or indirectly, owned by such Person.

                  "Tax Sharing Agreement" means that certain tax sharing
agreement to be entered into between the Company and DEG Acquisitions, LLC ("DEG
Acquisitions"), pursuant to which (i) DEG Acquisitions will agree to file
consolidated, combined or unitary federal, state, local and foreign income tax
returns on behalf of itself and its Subsidiaries, including the Company, to the
extent it is permitted to do so under the relevant law, and (ii) the Company
will be obligated to pay to DEG Acquisitions a portion of the total income tax
liability of DEG Acquisitions and its Subsidiaries, in an amount equal to the
excess of (a) the relevant income tax liability of DEG Acquisitions and its
subsidiaries for a taxable period over (b) the corresponding consolidated,
combined or unitary income tax liability of DEG Acquisitions and its
Subsidiaries that DEG Acquisitions would have incurred if the Company and its
Subsidiaries had not been Subsidiaries of DEG Acquisitions.

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

                  "Total Assets" means the total consolidated assets of the
Company and its Restricted Subsidiaries, as set forth on the Company's most
recent consolidated balance sheet.

                  "Transaction Date" has the meaning specified in the definition
of Consolidated Fixed Charge Coverage Ratio.

                  "Transaction Agreements" means (i) that certain Agreement and
Plan of Recapitalization dated as of January 30, 2001; (ii) the agreements and
understandings described in the Offering Memorandum under the caption "Certain
Related Party Transactions"; (iii) the Sponsor Rights Agreement among the
Company and certain Permitted Holders dated the Issue Date; (iv) the Investor
Rights Agreement among certain stockholders of the Company and the Company dated
the Issue Date; (v) the Transition Services Agreement between the Company and
Halliburton Company dated the Issue Date; and (vi) the Employee Benefits
Agreement between the Company and Halliburton Company dated the Issue Date.

                  "Transactions" means the transactions contemplated by the
Transaction Agreements.

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



                                       26
<PAGE>   33

                  "Unrestricted Global Note" means a permanent global Note in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                  "Unrestricted Subsidiary" of any Person means:

                  (1) any Subsidiary of such Person that at the time of
         determination shall be or continue to be designated an Unrestricted
         Subsidiary by the Board of Directors of such Person in the manner
         provided below; and

                  (2) any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided that:

                  (1) the Company certifies to the Trustee that such designation
         complies with Section 4.07; and

                  (2) each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
         any of its Restricted Subsidiaries.

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving
effect to such designation, the Company is able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) in compliance with
Section 4.09 and (y) immediately before and immediately after giving effect to
such designation, no Default or Event of Default shall have occurred and be
continuing. Any such designation by the Board of Directors of the Company shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

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

                  "Voting Stock" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (1) the then outstanding aggregate principal amount of such
         Indebtedness into

                  (2) the sum of the total of the products obtained by
         multiplying

                           (a) the amount of each then remaining installment,
                  sinking fund, serial maturity or other required payment of
                  principal, including payment at final maturity, in respect
                  thereof by



                                       27
<PAGE>   34

                           (b) the number of years (calculated to the nearest
                  one-twelfth) which will elapse between such date and the
                  making of such payment.

                  "Wholly Owned Domestic Restricted Subsidiary" of any Person
means any Domestic Restricted Subsidiary of such Person of which 95% or more of
the outstanding voting securities are owned by such Person or any Wholly Owned
Domestic Restricted Subsidiary of such Person.

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

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
of such Person of which all the outstanding voting securities (other than in the
case of a Restricted Subsidiary that is incorporated in a jurisdiction other
than a State in the United States or the District of Columbia, directors'
qualifying shares or an immaterial amount of shares required to be owned by
other Persons pursuant to applicable law) are owned by such Person or any Wholly
Owned Subsidiary of such Person.

SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                          Defined in
                  Term                                                                     Section
                  ----                                                                    ----------
<S>                                                                                       <C>
         "Acceleration Notice"                                                               6.02
         "Affiliate Transaction"                                                             4.11
         "Blockage Period"                                                                  10.03
         "Change of Control Offer"                                                           4.15
         "Change of Control Payment Date"                                                    4.15
         "Covenant Defeasance"                                                               8.03
         "Default Notice"                                                                   10.03
         "DTC"                                                                               2.03
         "Event of Default"                                                                  6.01
         "incur"                                                                             4.09
         "Legal Defeasance"                                                                  8.02
         "Net Proceeds Offer"                                                                4.10
         "Net Proceeds Offer Amount"                                                         4.10
         "Net Proceeds Offer Payment Date"                                                   4.10
         "Net Proceeds Offer Trigger Date"                                                   4.10
         "Offer Period"                                                                      3.09
         "Paying Agent"                                                                      2.03
         "Purchase Date"                                                                     3.09
         "Reference Date"                                                                    4.07
         "Refunding Capital Stock"                                                           4.07
         "Registrar"                                                                         2.03
         "Restricted Payments"                                                               4.07
         "Retired Capital Stock"                                                             4.07
         "Surviving Entity"                                                                  5.01
</TABLE>



                                       28
<PAGE>   35

SECTION 1.03. Trust Indenture Act Definitions.

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

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

                  "indenture securities" means the Notes;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee; and

                  "obligor" on the Notes and the Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Guarantees, respectively.

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

SECTION 1.04. Rules of Construction.

                           Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

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

                  (5) provisions apply to successive events and transactions;
         and

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

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01. Form and Dating.

                  (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture, and the
Company, the Guarantors and the Trustee, by their



                                       29
<PAGE>   36

execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.

                  (b) Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" or "Schedule of
Exchanges of Interests in the Regulation S Temporary Global Note," as
applicable, attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
or "Schedule of Exchanges of Interests in the Regulation S Temporary Global
Note," as applicable, attached thereto). Each Global Note shall represent such
of the outstanding Notes as shall be specified therein and each shall provide
that it shall represent the aggregate principal amount of outstanding Notes from
time to time endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be
made by the Trustee or the Note Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06.

                  (c) Temporary Global Notes. Notes offered and sold in reliance
on Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Note, which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the Trustee, at its New York office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The Distribution
Compliance Period shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the
Distribution Compliance Period pursuant to another exemption from registration
under the Securities Act and who will take delivery of a beneficial ownership
interest in a 144A Global Note or an IAI Global Note bearing a Private Placement
Legend, all as contemplated by Section 2.06(g)(i)), and (ii) an Officers'
Certificate from the Company. Following the termination of the Distribution
Compliance Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

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

SECTION 2.02. Execution and Authentication.

                  One Officer shall sign the Notes for the Company by manual or
facsimile signature.



                                       30
<PAGE>   37

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

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The Trustee shall authenticate Notes for original issue in
aggregate principal amount not to exceed $300,000,000 (other than as provided in
Section 2.07) in one or more series upon a written order of the Company in the
form of an Officers' Certificate. Subject to Article 4 of this Indenture, the
Company may issue additional Notes in an unlimited amount under this Indenture.
The Trustee shall authenticate Additional Notes thereafter (so long as permitted
by the terms of this Indenture) 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 2.07). Each such
written order shall specify the amount of Notes to be authenticated, whether the
Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether
the Notes are to be issued as Definitive Notes or Global Notes or such other
information as the Trustee shall reasonably request.

                  The Notes shall be issued only in fully registered form,
without coupons and only in denominations of $1,000 and any integral multiple
thereof. All Notes issued under this Indenture shall vote and consent together
on all matters as one class and no series of Notes will have the right to vote
or consent as a separate class on any matter.

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

SECTION 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent") and
an office or agency where notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served, which shall be in the Borough of
Manhattan, The City of New York. The Registrar shall keep a register of the
Notes and of their transfer and exchange. Such register shall be in written form
or any other form capable of being converted into written form within a
reasonable time. The Company may appoint one or more co-registrars and one or
more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

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

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.



                                       31
<PAGE>   38

SECTION 2.04. Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium, if any, or interest (including Additional
Interest, if any) on the Notes, and will notify the Trustee of any default by
the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the money.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists.

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

SECTION 2.06. Transfer and Exchange.

                  (a) Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Company for Definitive Notes if (i) the Company delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary or (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Distribution Compliance Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.06 or Section
2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be,
a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a); however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b), (c) or (f).

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



                                       32
<PAGE>   39

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Distribution
         Compliance Period, transfers of beneficial interests in the Temporary
         Regulation S Global Note may not be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser).
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Depositary either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above; provided that in no event shall
         Definitive Notes be issued upon the transfer or exchange of beneficial
         interests in the Regulation S Temporary Global Note prior to (x) the
         expiration of the Distribution Compliance Period and (y) the receipt by
         the Registrar of any certificates required pursuant to Rule 903 under
         the Securities Act. Upon consummation of an Exchange Offer by the
         Company in accordance with Section 2.06(f), the requirements of this
         Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt
         by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the Holder of such beneficial interests in the
         Restricted Global Notes. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.06(h).

                  (iii) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(ii) above and the
         Registrar receives the following:

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

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Note or the Regulation S Global Note, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (2) thereof; and



                                       33
<PAGE>   40

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof in form
                  reasonably acceptable to the Company and the Registrar, if
                  applicable.

                  (iv) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal or via the Depositary's book-entry system that it
                  is not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

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

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

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

                  If any such transfer is effected pursuant to subparagraph (B)
         or (D) above at a time when an Unrestricted Global Note has not yet
         been issued, the Company shall issue and, upon receipt of a written
         authentication order in accordance with Section 2.02, the Trustee shall
         authenticate one



                                       34
<PAGE>   41

         or more Unrestricted Global Notes in an aggregate principal amount
         equal to the aggregate principal amount of beneficial interests
         transferred pursuant to subparagraph (B) or (D) above.

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

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

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

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

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

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B, including
                  the certifications in item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B, including the certifications in item (3)(a)
                  thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B,
                  including the certifications, certificates and Opinion of
                  Counsel required by item (3) thereof in form reasonably
                  acceptable to the Company and the Registrar, if applicable;

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

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B, including the certifications in item (3)(c)
                  thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h), and the Company shall execute and the Trustee



                                       35
<PAGE>   42

         shall authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c) shall be
         registered in such name or names and in such authorized denomination or
         denominations as the holder of such beneficial interest shall instruct
         the Registrar through instructions from the Depositary and the
         Participant or Indirect Participant. The Trustee shall deliver such
         Definitive Notes to the Persons in whose names such Notes are so
         registered. Any Definitive Note issued in exchange for a beneficial
         interest in a Restricted Global Note pursuant to this Section
         2.06(c)(i) shall bear the Private Placement Legend and shall be subject
         to all restrictions on transfer contained therein.

                  (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C), a
         beneficial interest in the Regulation S Temporary Global Note may not
         be exchanged for a Definitive Note or transferred to a Person who takes
         delivery thereof in the form of a Definitive Note prior to (x) the
         expiration of the Distribution Compliance Period and (y) the receipt by
         the Registrar of any certificates required pursuant to Rule
         903(c)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

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

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

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

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



                                       36
<PAGE>   43

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

                  (iv) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii), the Trustee shall cause the aggregate principal amount of
         the applicable Global Note to be reduced accordingly pursuant to
         Section 2.06(h), and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iv) shall be registered in such name or names and in
         such authorized denomination or denominations as the holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depositary and the Participant or Indirect Participant. The
         Trustee shall deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
         shall not bear the Private Placement Legend.

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

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

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

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

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

                           (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B, including the certifications in item
                  (3)(a) thereof;

                           (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a



                                       37
<PAGE>   44

                  certificate to the effect set forth in Exhibit B, including
                  the certifications, certificates and Opinion of Counsel
                  required by item (3) thereof, if applicable;

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

                           (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B, including the certifications in item
                  (3)(c) thereof,

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

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

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar or the Company so requests or if the Applicable
                  Procedures so require, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar and the Company to the
                  effect that such exchange or transfer is in compliance with
                  the Securities Act and that the restrictions on transfer



                                       38
<PAGE>   45

                  contained herein and in the Private Placement Legend are no
                  longer required in order to maintain compliance with the
                  Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

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

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

                  (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B, including the certifications in item
                  (2) thereof; and

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

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



                                       39
<PAGE>   46

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

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

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

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

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

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

                  (f) Exchange Offer. Upon the occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement, the Company shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable



                                       40
<PAGE>   47

Restricted Global Notes to be reduced accordingly, and the Company shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amounts.

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

                  (i) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

                           THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
                           WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
                           BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
                           FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
                           HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
                           INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
                           THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
                           "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
                           (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
                           ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR AN
                           ACCREDITED INVESTOR THAT IS A DIRECTOR OR OFFICER OF
                           DRESSER, INC. OR ONE OF ITS AFFILIATES OR (C) IT IS
                           NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
                           OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
                           UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL
                           NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE
                           144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON THE
                           DATE OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE
                           TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY
                           SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL
                           BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
                           SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
                           INSTITUTIONAL ACCREDITED INVESTOR OR AN ACCREDITED
                           INVESTOR THAT IS A DIRECTOR OR OFFICER OF DRESSER,
                           INC. OR ONE OF ITS AFFILIATES THAT, PRIOR TO SUCH
                           TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
                           CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
                           RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE
                           (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
                           TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN
                           AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN
                           OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
                           SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
                           ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
                           TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
                           SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
                           REGISTRATION PROVIDED BY RULE 144 UNDER THE
                           SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
                           EFFECTIVE



                                       41
<PAGE>   48

                           REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
                           (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
                           WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
                           TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
                           TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED
                           TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX
                           SET FORTH ON THE REVERSE HEREOF RELATING TO THE
                           MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE
                           TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN
                           INSTITUTIONAL ACCREDITED INVESTOR OR AN ACCREDITED
                           INVESTOR THAT IS A DIRECTOR OR OFFICER OF DRESSER,
                           INC. OR ONE OF ITS AFFILIATES OR NON U.S. PERSON THE
                           HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
                           TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL
                           OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
                           REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
                           BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
                           TRANSACTION NOT SUBJECT TO, THE REGISTRATION
                           REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,
                           THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND
                           "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
                           REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
                           CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
                           TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF
                           THE FOREGOING RESTRICTIONS.

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraph (b)(iv),
                  (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  of this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

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

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY."

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



                                       42
<PAGE>   49

                  "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
                  FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
                  OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
                  TO RECEIVE PAYMENT OF INTEREST HEREON."

                  (h) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount at maturity of Notes represented by such Global Note shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                  (i) General Provisions Relating to Transfers and Exchanges.

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

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
         and 9.05).

                  (iii) The Registrar shall not be required (A) to register the
         transfer of or to exchange any Notes during a period beginning at the
         opening of business 15 days before the day of the mailing of notice of
         redemption under Section 3.03 and ending at the close of business on
         such day, or (B) to register the transfer of or exchange any Note
         selected for redemption in whole or in part, except the unredeemed
         portion of any Note being redeemed in part.

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

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of the
         mailing of notice of redemption under Section 3.03 and ending at the
         close of business on such day, or (B) to register the transfer of or to
         exchange any Note so selected for redemption in whole or in part,
         except the unredeemed portion of any Note being redeemed in part.



                                       43
<PAGE>   50

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

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

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

SECTION 2.07. Replacement Notes.

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

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

SECTION 2.08. Outstanding Notes.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.09, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

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

SECTION 2.09. Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or



                                       44
<PAGE>   51

indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that the Trustee
knows are so owned shall be so disregarded.

SECTION 2.10. Temporary Notes.

                  Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee, upon receipt of a written
authentication order pursuant to Section 2.02, shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of certificated Notes
but may have variations that the Company considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes.

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

SECTION 2.11. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return
canceled Notes to the Company. Certification of the destruction of all canceled
Notes shall be delivered to the Company. Subject to Section 2.07, the Company
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.12. Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

SECTION 2.13. CUSIP Numbers.

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



                                       45
<PAGE>   52

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.01. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
30 days but not more than 60 days before a redemption date an Officers'
Certificate setting forth (i) the clause of Section 3.07 pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the redemption price,
(iv) the CUSIP numbers of the Notes to be redeemed and (v) that such redemption
will comply with the conditions contained in this Article 3.

SECTION 3.02. Selection of Notes to Be Redeemed

                  If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot
or in accordance with any other method the Trustee considers fair and
appropriate. Notwithstanding the foregoing, if less than all of the Notes are to
be redeemed pursuant to Section 3.07(b) or purchased pursuant to Section 3.09,
the Trustee shall select the Notes to be redeemed among the Holders of the Notes
pro rata basis or on as nearly a pro rata basis as is practicable. In the event
of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000. The
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

                  Subject to the provisions of Section 3.09, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first-class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

                  The notice shall identify the Notes to be redeemed, including
CUSIP numbers, and shall state:

                  (a) the redemption date;

                  (b) the redemption price and the amount of accrued and unpaid
         interest, if any, to be paid;

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



                                       46
<PAGE>   53

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

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

                  (f) that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date and the only remaining right of
         the Holders is to receive payment of the redemption price upon
         surrender of the applicable Note to the Paying Agent;

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

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

                  At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

SECTION 3.04. Effect of Notice of Redemption.

                  Once notice of redemption is mailed in accordance with Section
3.03, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05. Deposit of Redemption Price.

                  On or before 10:00 a.m. New York City time on the redemption
date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption unless the payment
thereof is prohibited by the provisions of Article 10. If a Note is redeemed on
or after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such record date. If
any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01.



                                       47
<PAGE>   54

SECTION 3.06. Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07. Optional Redemption.

                  (a) Except as provided in paragraph (b) below, the Notes shall
not be redeemable at the Company's option prior to April 15, 2006. Thereafter,
the Notes shall be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount
thereof) set forth below plus accrued and unpaid interest and Additional
Interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period commencing on April 15 of the years set forth below:

<TABLE>
<CAPTION>
                                                                                 Percentage
                                                                                of Principal
                  Year                                                             Amount
                  ----                                                          ------------
<S>                                                                             <C>
                  2006.....................................................       104.688%
                  2007.....................................................       103.125%
                  2008.....................................................       101.563%
                  2009 and thereafter......................................       100.000%
</TABLE>

                  (b) Notwithstanding the foregoing, prior to April 15, 2004,
the Company may on any one or more occasions redeem up to 35% of the principal
amount of Initial Notes and Additional Notes issued under this Indenture at a
redemption price of 109.375% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, thereon to the redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that at
least 65% of the aggregate principal amount of Initial Notes and Additional
Notes issued under this Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by the Company and its
Subsidiaries); and provided further that such redemption shall occur within 90
days after the consummation of any such Equity Offering.

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

SECTION 3.08. Mandatory Redemption.

                  The Company shall not be required to make mandatory redemption
payments with respect to the Notes.

SECTION 3.09. Offer to Purchase by Application of Net Proceeds Offer Amount.

                  In the event that the Company shall be required to commence a
Net Proceeds Offer pursuant to Section 4.10, it shall follow the procedures
specified below.

                  The Net Proceeds Offer shall remain open for a period of 20
Business Days following its commencement or such longer period as may be
required by applicable law (the "Offer Period"). No later than five Business
Days after the termination of the Offer Period (the "Purchase Date"), the
Company shall purchase the Net Proceeds Offer Amount except as provided in
Section 3.02 or, if Notes in an aggregate principal amount less than the Net
Proceeds Offer Amount have been tendered, all Notes



                                       48
<PAGE>   55

validly tendered in response to the Net Proceeds Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.

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

                  Upon the commencement of a Net Proceeds Offer, the Company
shall send, by first-class mail, a notice of such Net Proceeds Offer to the
Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds Offer shall be
made to all Holders. The notice, which shall govern the terms of the Net
Proceeds Offer, shall state:

                  (a) that the Net Proceeds Offer is being made pursuant to this
         Section 3.09 and Section 4.10 and the length of time the Net Proceeds
         Offer shall remain open;

                  (b) the Net Proceeds Offer Amount, the purchase price and the
         Purchase Date;

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

                  (d) that, unless the Company defaults in making such payment,
         any Note accepted for payment pursuant to the Net Proceeds Offer shall
         cease to accrue interest after the Purchase Date and the only remaining
         right of the Holder is to receive payment of the purchase price upon
         surrender of the applicable Note to the Paying Agent;

                  (e) that Holders electing to have a portion of a Note
         purchased pursuant to a Net Proceeds Offer may only elect to have such
         Note purchased in integral multiples of $1,000;

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

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

                  (h) that, if the aggregate principal amount of Notes
         surrendered by Holders exceeds the Offer Amount, the Company shall
         select the Notes to be purchased on a pro rata basis (based on amounts
         tendered and with such adjustments as may be deemed appropriate by the
         Company so that only Notes in denominations of $1,000, or integral
         multiples thereof, shall be purchased); and

                  (i) that Holders whose Notes were purchased only in part
         shall be issued a new Note or Notes in principal amount equal to the
         unpurchased portion of the Notes surrendered (or



                                       49
<PAGE>   56

         transferred by book-entry transfer) in the name of the Holder thereof
         upon cancellation of the original Note.

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary
and, except as provided in Section 3.02, the Net Proceeds Offer Amount of Notes
or portions thereof validly tendered pursuant to the Net Proceeds Offer, or if
less than the Net Proceeds Offer Amount has been validly tendered, all Notes or
portions thereof validly tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 3.09. The
Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the
results of the Net Proceeds Offer on the Purchase Date.

                  Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 and Section 4.10 shall be made pursuant
to the provisions of Sections 3.01 through 3.06.

                  To the extent that the provisions of any securities laws or
regulations conflict with this Section 3.09 or Section 4.10, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 3.09 or Section 4.10.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01. Payment of Notes.

                  The Company shall pay or cause to be paid the principal
amount, premium, if any, and interest and Additional Interest, if any, on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
Principal amount, premium, if any, and interest and Additional Interest, if any,
shall be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal amount, premium, if any, and
interest and Additional Interest, if any, then due unless the provisions of
Article 10 hereof prohibit such payment. The Company shall pay all Additional
Interest, if any, in the same manner on the dates and in the amounts set forth
in the Registration Rights Agreement.

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



                                       50
<PAGE>   57

SECTION 4.02. Maintenance of Office or Agency.

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

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

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.03. Reports to Holders.

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

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

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

                  In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the SEC, the Company shall file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. The Company shall at all times comply
with TIA Section 314(a). In addition, for so long as any Notes remain
outstanding, the Company shall furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.



                                       51
<PAGE>   58

SECTION 4.04. Compliance Certificate.

                  (a) The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 90
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 or, if any such
violation has occurred, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

                  (c) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

SECTION 4.05. Payment of Taxes and Other Claims.

                  The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, (i) all material taxes, assessments
and governmental levies levied or imposed upon (a) the Company or any such
Subsidiary, (b) the income or profits of any such Subsidiary which is a
corporation or (c) the property of the Company or any such Subsidiary and (ii)
all material lawful claims for labor, materials and supplies that, if unpaid,
could reasonably be expected by law to become a lien upon the property of the
Company or any such Subsidiary, except such as are contested in good faith and
by appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

SECTION 4.06. Stay, Extension and Usury Laws.

                  The 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,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Indenture;
and the Company and each of the Guarantors (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it shall not, by resort to any such law, hinder, delay or impede
the



                                       52
<PAGE>   59

execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.

SECTION 4.07. Limitation on Restricted Payments.

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

                  (1) declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company) on or in respect of shares of the Company's
         Capital Stock to holders of such Capital Stock;

                  (2) purchase, redeem or otherwise acquire or retire for value
         any Capital Stock of the Company or any direct or indirect parent of
         the Company or any warrants, rights or options to purchase or acquire
         shares of any class of such Capital Stock;

                  (3) make any principal payment on, purchase, defease, redeem,
         prepay, decrease or otherwise acquire or retire for value, prior to any
         scheduled final maturity, scheduled repayment or scheduled sinking fund
         payment, any Indebtedness of the Company that is subordinate or junior
         in right of payment to the Notes; or

                  (4) make any Investment (other than Permitted Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being
referred to as a "Restricted Payment")), if at the time of such Restricted
Payment or immediately after giving effect thereto:

                                    (i) a Default or an Event of Default shall
                           have occurred and be continuing;

                                    (ii) the Company is not able to incur at
                           least $1.00 of additional Indebtedness (other than
                           Permitted Indebtedness) in compliance with Section
                           4.09; or

                                    (iii) the aggregate amount of Restricted
                           Payments (including such proposed Restricted Payment)
                           made subsequent to the Issue Date (other than
                           Restricted Payments made pursuant to clauses (2)(i),
                           (3) through (13) of the following paragraph) (the
                           amount expended for such purposes, if other than in
                           cash, being the fair market value of such property
                           shall exceed the sum, without duplication, of:

                                             (w) 50% of the cumulative
                                    Consolidated Net Income (or if cumulative
                                    Consolidated Net Income shall be a loss,
                                    minus 100% of such loss) of the Company
                                    earned subsequent to the beginning of the
                                    first fiscal quarter commencing after the
                                    Issue Date and on or prior to the date the
                                    Restricted Payment occurs (the "Reference
                                    Date") (treating such period as a single
                                    accounting period); plus

                                             (x) 100% of the aggregate net
                                    proceeds (including the fair market value of
                                    property other than cash that would
                                    constitute Marketable Securities or a
                                    Permitted Business) received by the Company
                                    from any Person (other than a Subsidiary of
                                    the Company) from the



                                       53
<PAGE>   60

                                    issuance and sale subsequent to the Issue
                                    Date and on or prior to the Reference Date
                                    of Qualified Capital Stock of the Company or
                                    other securities of the Company that have
                                    been converted into such Qualified Stock;
                                    plus

                                             (y) without duplication of any
                                    amounts included in clause (iii)(x) above,
                                    100% of the aggregate net cash proceeds of
                                    any equity contribution received by the
                                    Company from a holder of the Company's
                                    Capital Stock; plus

                                             (z) 100% of the aggregate net
                                    proceeds (including the fair market value of
                                    property other than cash that would
                                    constitute Marketable Securities or a
                                    Permitted Business) of any (A) sale or other
                                    disposition of any Investment (other than a
                                    Permitted Investment) made by the Company
                                    and its Restricted Subsidiaries subsequent
                                    to the Issue Date or (B) dividend from, or
                                    the sale of the stock of, an Unrestricted
                                    Subsidiary of the Company made subsequent to
                                    the Issue Date.

                  Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph shall not prohibit:

                  (1) the payment of any dividend or the consummation of any
         irrevocable redemption within 60 days after the date of declaration of
         such dividend or notice of such redemption if the dividend or payment
         of the redemption price, as the case may be, would have been permitted
         on the date of declaration or notice;

                  (2) if no Default or Event of Default shall have occurred and
         be continuing or shall occur as a consequence thereof, the acquisition
         of any shares of Capital Stock of the Company (the "Retired Capital
         Stock") either (i) solely in exchange for shares of Qualified Capital
         Stock of the Company (the "Refunding Capital Stock") or (ii) through
         the application of net proceeds of a substantially concurrent sale for
         cash (other than to a Subsidiary of the Company) of shares of Qualified
         Capital Stock of the Company and, in the case of subclause (i) of this
         clause (2), if immediately prior to the retirement of the Retired
         Capital Stock the declaration and payment of dividends thereon was
         permitted under clause (4) of this paragraph, the declaration and
         payment of dividends on the Refunding Capital Stock in an aggregate
         amount per year no greater than the aggregate amount of dividends per
         annum that was declarable and payable on such Retired Capital Stock
         immediately prior to such retirement; provided that at the time of the
         declaration of any such dividends on the Refunding Capital Stock, no
         Default or Event of Default shall have occurred and be continuing or
         shall occur as a consequence thereof;

                  (3) if no Default or Event of Default shall have occurred and
         be continuing or shall occur as a consequence thereof, the acquisition
         of any Indebtedness of the Company that is subordinate or junior in
         right of payment to the Notes either (i) solely in exchange for shares
         of Qualified Capital Stock of the Company or (ii) through the
         application of net proceeds of a substantially concurrent sale for cash
         (other than to a Subsidiary of the Company) of (A) shares of Qualified
         Capital Stock of the Company or (B) Refinancing Indebtedness;

                  (4) if no Default or Event of Default shall have occurred and
         be continuing or shall occur as a consequence thereof, the declaration
         and payment of dividends to holders of any class or series of
         Disqualified Capital Stock issued after the Issue Date (including,
         without limitation, the declaration and payment of dividends on
         Refunding Capital Stock in excess of the dividends



                                       54
<PAGE>   61

         declarable and payable thereon pursuant to clause (2) of this
         paragraph); provided that, at the time of such issuance, the Company,
         after giving effect to such issuance on a pro forma basis, would have
         been able to incur $1.00 of additional Indebtedness (other than
         Permitted Indebtedness) in compliance with Section 4.09 hereof;

                  (5) if no Default or Event of Default shall have occurred and
         be continuing or shall occur as a consequence thereof, the redemption
         or repurchase of the Company's common equity or options in respect
         thereof, in each case in connection with the repurchase provisions of
         employee stock option or stock purchase agreements or other agreements
         to compensate management employees; provided that all such redemptions
         or repurchases pursuant to this clause (5) shall not exceed $5.0
         million (with unused amounts in any fiscal year being carried over to
         succeeding fiscal years subject to a maximum of $10.0 million in any
         fiscal year) in any fiscal year (which amount shall be increased by the
         amount of any net cash proceeds received from the sale since the Issue
         Date of Capital Stock (other than Disqualified Capital Stock) to
         members of the Company's management team that have not otherwise been
         applied to the payment of Restricted Payments pursuant to the terms of
         clause (iii) of the immediately preceding paragraph and by the cash
         proceeds of any "key-man" life insurance policies that are used to make
         such redemptions or repurchases) since the Issue Date; provided,
         further, that the cancellation of Indebtedness owing to the Company
         from members of management of the Company or any of its Restricted
         Subsidiaries in connection with any repurchase of Capital Stock of the
         Company (or warrants or options or rights to acquire such Capital
         Stock) will not be deemed to constitute a Restricted Payment under this
         Indenture;

                  (6) repurchases of Capital Stock deemed to occur upon the
         exercise of stock options if such Capital Stock represents a portion of
         the exercise price thereof;

                  (7) all payments and transactions provided for in the
         Transaction Agreements as the same are in effect on the Issue Date;

                  (8) distributions or payments of Receivable Fees;

                  (9) any purchase or repayment of Subordinated Indebtedness
         upon a Change of Control or an Asset Sale to the extent required by the
         agreement governing such Subordinated Indebtedness but only if: (a) in
         the case of a Change of Control, the Company shall have complied with
         all of its obligations described under Section 4.15 and purchased all
         the Notes tendered pursuant to the Offer to Purchase required thereby
         prior to purchasing or repaying such Subordinated Indebtedness or (b)
         in the case of an Asset Sale, the Company shall have applied the Net
         Cash Proceeds from such Asset Sale in accordance with Section 4.10;
         provided that (i) in either case the purchase price (stated as a
         percentage of principal amount or issue price plus accrued original
         discount, if less) of such Subordinated Indebtedness shall not be
         greater than the price (stated as a percentage of principal amount) of
         the Notes pursuant to any Offer to Purchase, and (ii) in the case of an
         Asset Sale, the aggregate amount of such Subordinated Indebtedness that
         the Company may purchase or repay shall not exceed the amount of
         unutilized Net Cash Proceeds, if any, remaining after the Company has
         purchased all Notes tendered pursuant to such Offer to Purchase;

                  (10) any other Investment made in a Permitted Business which,
         together with all other Investments made pursuant to this clause (10)
         since the date of this Indenture, does not exceed $5.0 million (in each
         case, after giving effect to all subsequent reductions in the amount of
         any Investment made pursuant to this clause (10), either as a result of
         (i) the repayment or disposition thereof for cash or (ii) the
         redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary



                                       55
<PAGE>   62

         (valued, proportionate to the Company's equity interest in that
         Subsidiary at the time of that redesignation, at the fair market value
         of the net assets of that Subsidiary at the time of that
         redesignation), in the case of clauses (i) and (ii), not to exceed the
         amount of the Restricted Investment previously made pursuant to this
         clause (10)); provided that no Default or Event of Default shall have
         occurred and be continuing immediately after making that Investment;

                  (11) distributions to DEG Acquisitions, LLC provided for in
         the Tax Sharing Agreement;

                  (12) distributions to DEG Acquisitions, LLC to pay
         administrative and other operating expenses in an aggregate amount not
         to exceed $500,000 per fiscal year; and

                  (13) if no Default or Event of Default shall have occurred and
         be continuing or shall occur as a consequence thereof, other Restricted
         Payments in an aggregate amount not to exceed $25.0 million.

                  In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date in accordance with clause (iii) of the
immediately preceding paragraph, (a) amounts expended pursuant to clauses (1)
and (2)(ii) shall be included in such calculation, and (b) amounts expended
pursuant to clauses (2)(i) and (3) through (13) shall be excluded from such
calculation.

SECTION 4.08. Limitation on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.

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

                  (1) pay dividends or make any other distributions on or in
         respect of its Capital Stock;

                  (2) make loans or advances or pay any Indebtedness or other
         obligation owed to the Company or any other Restricted Subsidiary of
         the Company; or

                  (3) transfer any of its property or assets to the Company or
         any other Restricted Subsidiary of the Company

, except for such encumbrances or restrictions existing under or by reason of:

                           (A) applicable law;

                           (B) the Notes or this Indenture;

                           (C) non-assignment provisions of any contract or any
                  lease of any Restricted Subsidiary of the Company entered into
                  in the ordinary course of business;

                           (D) any instrument governing Acquired Indebtedness,
                  which encumbrance or restriction is not applicable to any
                  Person, or the properties or assets of any Person, other than
                  the Person or the properties or assets of the Person so
                  acquired;

                           (E) the New Credit Facility;



                                       56
<PAGE>   63

                           (F) agreements existing on the Issue Date to the
                  extent and in the manner such agreements are in effect on the
                  Issue Date;

                           (G) restrictions on the transfer of assets subject to
                  any Lien permitted under this Indenture imposed by the holder
                  of such Lien;

                           (H) restrictions imposed by any agreement to sell
                  assets or Capital Stock permitted under this Indenture to any
                  Person pending the closing of such sale;

                           (I) any agreement or instrument governing Capital
                  Stock of any Person that is acquired;

                           (J) any Purchase Money Note or other Indebtedness or
                  other contractual requirements of a Securitization Entity in
                  connection with a Qualified Securitization Transaction;
                  provided that such restrictions apply only to such
                  Securitization Entity;

                           (K) other Indebtedness outstanding on the Issue Date
                  or permitted to be issued or incurred under this Indenture;
                  provided that any such restrictions are ordinary and customary
                  with respect to the type of Indebtedness being incurred or
                  Preferred Stock being issued (under the relevant
                  circumstances) if the Board of Directors of the Company
                  determines that any such encumbrance or restriction will not
                  materially adversely affect the Company's ability to make
                  principal or interest payments on the Notes;

                           (L) restrictions on cash or other deposits or net
                  worth imposed by customers under contracts entered into in the
                  ordinary course of business; and

                           (M) any encumbrances or restrictions imposed by any
                  amendments, modifications, restatements, renewals, increases,
                  supplements, refundings, replacements or refinancings of the
                  contracts, instruments or obligations referred to in clauses
                  (A) through (L) above; provided that such amendments,
                  modifications, restatements, renewals, increases, supplements,
                  refundings, replacements or refinancings are, in the good
                  faith judgment of the Company's Board of Directors (evidenced
                  by a Board Resolution) whose judgment shall be conclusively
                  binding, not materially more restrictive with respect to such
                  dividend and other payment restrictions than those contained
                  in the dividend or other payment restrictions prior to such
                  amendment, modification, restatement, renewal, increase,
                  supplement, refunding, replacement or refinancing.

SECTION 4.09. Limitation on Incurrence of Additional Indebtedness.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee, acquire, become liable, contingently or otherwise, with
respect to, or otherwise become responsible for payment of (collectively,
"incur") any Indebtedness (other than Permitted Indebtedness) and the Company
will not permit any of its Restricted Subsidiaries to issue any Preferred Stock;
provided, however, that if no Default or Event of Default shall have occurred
and be continuing at the time or as a consequence of the incurrence of any such
Indebtedness, the Company or any of its Restricted Subsidiaries may incur
Indebtedness (including, without limitation, Acquired Indebtedness) and
Restricted Subsidiaries of the Company may issue Preferred Stock, in each case
if on the date of the incurrence of such Indebtedness or issuance of such
Preferred Stock, after giving effect to the incurrence of such Indebtedness or
issuance of such Preferred Stock, the Consolidated Fixed Charge Coverage Ratio
of the Company would have been greater than 2.0 to 1.0.



                                       57
<PAGE>   64

SECTION 4.10. Limitation on Asset Sales.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (1) the Company or the applicable Restricted Subsidiary, as
         the case may be, receives consideration at the time of such Asset Sale
         at least equal to the fair market value of the assets sold or otherwise
         disposed of;

                  (2) at least 75% of the consideration received by the Company
         or the applicable Restricted Subsidiary, as the case may be, from such
         Asset Sale shall be in the form of Productive Assets, cash and/or Cash
         Equivalents and shall be received at the time of such disposition;
         provided that the amount of:

                           (A) liabilities (as shown on the Company's or such
                  Restricted Subsidiary's most recent balance sheet) of the
                  Company or any such Restricted Subsidiary (other than
                  liabilities that are by their terms subordinated to the Notes)
                  that are assumed by the transferee of any such assets and for
                  which the Company and its Restricted Subsidiaries receive a
                  written release from all creditors;

                           (B) any 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 within 180 days of the receipt thereof
                  (to the extent of the cash received); and

                           (C) any Designated Noncash Consideration received by
                  the Company or any of its Restricted Subsidiaries in such
                  Asset Sale having an aggregate fair market value, when taken
                  together with all other Designated Noncash Consideration
                  received pursuant to this clause (C) that is at that time
                  outstanding, not to exceed 15% of Total Assets at the time of
                  the receipt of such Designated Noncash Consideration (A) with
                  the fair market value of each item of Designated Noncash
                  Consideration being measured at the time received and without
                  giving effect to subsequent changes in value and (B) with
                  respect to any Designated Noncash Consideration in excess of
                  $50.0 million, the Board of Directors' determination of the
                  fair market value of such Designated Noncash Consideration
                  must be based upon an opinion or appraisal issued by an
                  accounting, appraisal or investment banking firm of national
                  standing,

         shall be deemed to be cash solely for the purposes of this provision or
         for purposes of the second paragraph of this Section 4.10; and

                  (3) upon the consummation of an Asset Sale, the Company shall
         apply, or cause such Restricted Subsidiary to apply, the Net Cash
         Proceeds relating to such Asset Sale within 365 days of receipt thereof
         either:

                           (A) to prepay any Senior Debt or Indebtedness of a
                  Restricted Subsidiary of the Company that is not a Guarantor
                  and, in the case of any such Indebtedness under any revolving
                  credit facility, effect a corresponding reduction in the
                  availability under such revolving credit facility (or effect a
                  permanent reduction in the availability under such revolving
                  credit facility regardless of the fact that no prepayment is
                  required in order to do so),



                                       58
<PAGE>   65

                           (B) to reinvest in Productive Assets, or

                           (C) a combination of prepayment and investment
                  permitted by the foregoing clauses (A) and (B).

                  Pending the final application of any such Net Cash Proceeds,
the Company or such Restricted Subsidiary may temporarily reduce Indebtedness
under a revolving credit facility, if any, or otherwise invest such Net Cash
Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such
earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clauses (3)(A), (3)(B) or (3)(C) of the
preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), such aggregate
amount of Net Cash Proceeds which have not been so applied on or before such Net
Proceeds Offer Trigger Date (each, a "Net Proceeds Offer Amount") shall be
applied by the Company or such Restricted Subsidiary to make an offer to
purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment
Date") not less than 30 nor more than 60 days following the applicable Net
Proceeds Offer Trigger Date, from all Holders on a pro rata basis, the maximum
amount of Notes that may be purchased with the Net Proceeds Offer Amount at a
price equal to 100% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase; provided,
however, that if at any time any non-cash consideration (including any
Designated Noncash Consideration) received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset Sale
is converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this Section 4.10.
Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $15.0
million, the application of the Net Cash Proceeds constituting such Net Proceeds
Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net
Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer
Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to
such initial Net Proceeds Offer Amount from all Asset Sales by the Company and
its Restricted Subsidiaries aggregate at least $15.0 million, at which time the
Company or such Restricted Subsidiary shall apply all Net Cash Proceeds
constituting all Net Proceeds Offer Amounts that have been so deferred to make a
Net Proceeds Offer (the first date the aggregate of all such deferred Net
Proceeds Offer Amounts is equal to $15.0 million or more shall be deemed to be a
Net Proceeds Offer Trigger Date).

                  Each Net Proceeds Offer will be mailed to the record Holders
as shown on the register of Holders within 30 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee, and shall comply with the
procedures set forth in Section 3.09. To the extent that the aggregate amount of
Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds
Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for
general corporate purposes or for any other purpose not prohibited by this
Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds
Offer Amount shall be reset at zero.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that
compliance by the Company with the provisions of any securities laws or
regulations conflicts with the provisions of this Section 4.10, such compliance
shall be deemed not to be a breach of the Company's obligations under this
Section 4.10.



                                       59
<PAGE>   66

SECTION 4.11. Limitation on Transactions with Affiliates.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
occur any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates (an
"Affiliate Transaction"), other than Affiliate Transactions on terms that are
not materially less favorable than those that might reasonably have been
obtained in a comparable transaction at such time on an arm's-length basis from
a Person that is not an Affiliate of the Company or such Restricted Subsidiary;
provided, however, that for an Affiliate Transaction with an aggregate value of
$7.5 million or more, at the Company's option, either:

                  (i) a majority of the disinterested members of the Board of
         Directors of the Company shall determine in good faith that such
         Affiliate Transaction is on terms that are not materially less
         favorable than those that might reasonably have been obtained in a
         comparable transaction at such time on an arm's-length basis from a
         Person that is not an Affiliate of the Company; or

                  (ii) the Board of Directors of the Company or any such
         Restricted Subsidiary party to such Affiliate Transaction shall obtain
         an opinion from a nationally recognized investment banking, appraisal
         or accounting firm that such Affiliate Transaction is on terms that are
         not materially less favorable than those that might reasonably have
         been obtained in a comparable transaction at such time on an
         arm's-length basis from a Person that is not an Affiliate of the
         Company;

                  (b) The restrictions set forth in Section 4.11(a) shall not
         apply to:

                  (1) reasonable fees and compensation paid to, and indemnity
         provided on behalf of, officers, directors, employees or consultants of
         the Company or any Restricted Subsidiary of the Company as determined
         in good faith by the Company's Board of Directors or senior management;

                  (2) transactions exclusively between or among the Company and
         any of its Restricted Subsidiaries or exclusively between or among such
         Restricted Subsidiaries, provided such transactions are not otherwise
         prohibited by this Indenture;

                  (3) any agreement as in effect as of the Issue Date or any
         amendment thereto or any transaction contemplated thereby (including
         pursuant to any amendment thereto) in any replacement agreement thereto
         so long as any such amendment or replacement agreement is not more
         disadvantageous to the Holders in any material respect than the
         original agreement as in effect on the Issue Date;

                  (4) Restricted Payments or Permitted Investments permitted by
         this Indenture;

                  (5) transactions effected as part of a Qualified
         Securitization Transaction;

                  (6) the payment of customary annual management, consulting and
         advisory fees and related expenses to the Permitted Holders and their
         Affiliates made pursuant to any financial advisory, financing,
         underwriting or placement agreement or in respect of other investment
         banking activities, including, without limitation, in connection with
         acquisitions or divestitures which are approved by the Board of
         Directors of the Company or such Restricted Subsidiary in good faith;



                                       60
<PAGE>   67

                  (7) payments or loans to employees or consultants that are
         approved by the Board of Directors of the Company in good faith;

                  (8) sales of Qualified Capital Stock;

                  (9) the existence of, or the performance by the Company or any
         of its Restricted Subsidiaries of its obligations under the terms of,
         any stockholders agreement (including any registration rights agreement
         or purchase agreement related thereto) to which it is a party as of the
         Issue Date and any similar agreements which it may enter into
         thereafter; provided, however, that the existence of, or the
         performance by the Company or any of its Restricted Subsidiaries of
         obligations under, any future amendment to any such existing agreement
         or under any similar agreement entered into after the Issue Date shall
         only be permitted by this clause (9) to the extent that the terms of
         any such amendment or new agreement are not disadvantageous to the
         Holders of the Notes in any material respect;

                  (10) any payments or transactions provided for in any of the
         Transaction Agreements;

                  (11) distributions to DEG Acquisitions, LLC provided for in
         the Tax Sharing Agreement; and

                  (12) distributions to DEG Acquisitions, LLC to pay
         administrative and other operating expenses in an aggregate amount not
         to exceed $500,000 per fiscal year.

SECTION 4.12. Limitation on Liens.

                  The Company shall not, and shall not cause or permit any of
its Restricted Subsidiaries to, directly or indirectly create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets or any proceeds therefrom of the Company or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date,
in each case to secure Indebtedness, unless:

                  (1) in the case of Liens securing Indebtedness that is
         expressly subordinate or junior in right of payment to the Notes, the
         Notes are secured by a Lien on such property, assets or proceeds that
         is senior in priority to such Liens; and

                  (2) in all other cases, the Notes are equally and ratably
         secured, except for

                           (a)      Liens existing as of the Issue Date to the
                                    extent and in the manner such Liens are in
                                    effect on the Issue Date;

                           (b)      Liens securing Senior Debt;

                           (c)      Liens securing the Notes and the Guarantees;

                           (d)      Liens of the Company or a Restricted
                                    Subsidiary of the Company on assets of any
                                    Restricted Subsidiary of the Company;

                           (e)      Liens securing Refinancing Indebtedness
                                    which is incurred to Refinance any
                                    Indebtedness that was secured by a Lien
                                    permitted under this Indenture and that has
                                    been incurred in accordance with the
                                    provisions of this Indenture; provided,
                                    however, that such Liens do not extend to or
                                    cover any property or assets of the Company
                                    or any of its Restricted Subsidiaries not
                                    securing the Indebtedness so Refinanced; and

                           (f)      Permitted Liens.



                                       61
<PAGE>   68

SECTION 4.13. Conduct of Business.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, engage in any businesses a majority of whose
revenues are not derived from businesses that are the same as or reasonably
similar, ancillary or related to, or a reasonable extension, development or
expansion of, the businesses in which the Company and its Restricted
Subsidiaries are engaged on the Issue Date.

SECTION 4.14. Corporate Existence.

                  Subject to Article 5, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Restricted Subsidiaries, if the Board of Directors 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, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.15. Offer to Repurchase upon Change of Control.

                  (a) If a Change of Control occurs, each Holder will have the
right to require that the Company purchase all or a portion of such Holder's
Notes pursuant to the offer described below (the "Change of Control Offer"), at
a purchase price equal to 101% of the principal amount thereof plus accrued
interest to the date of purchase. Within 90 days following the date upon which
the Change of Control occurred (or, at the Company's option, prior to the
occurrence of such Change of Control), the Company must send, by first class
mail, a notice to each Holder, which notice shall govern the terms of the Change
of Control Offer. Such notice shall state, among other things, the purchase
date, which must be no earlier than 30 days nor later than 60 days from the date
such notice is mailed, other than as may be required by law (the "Change of
Control Payment Date") provided that any change of Control Offer made prior to
any date of such Change of Control shall be made only in the reasonable
anticipation of such Change of Control; and provided further, that the Company
shall not be required to purchase any Notes tendered pursuant to such Change of
Control Offer if such Change of Control does not occur.

                  (b) On the Change of Control Payment Date, the Company shall,
to the extent lawful, (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of all
Notes or portions thereof so tendered and (3) deliver or cause to be delivered
to the applicable Trustee the Notes so accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each
Holder of Notes so tendered the Change of Control Payment for such Notes, and
the Trustee shall promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such
new Note will be in a principal amount of $1,000 or an integral multiple
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

                  Prior to the mailing of the notice referred to in Section
4.15(a) above, but in any event within 30 days following any Change of Control,
the Company covenants to: (i) repay in full and



                                       62
<PAGE>   69

terminate all commitments under all Indebtedness under the New Credit Facility
and all other Senior Debt the terms of which require repayment upon a Change of
Control; or (ii) obtain the requisite consents under the New Credit Facility and
all other such Senior Debt to permit the repurchase of the Notes as provided
below. The Company's failure to comply with the covenant described in the
immediately preceding sentence shall constitute an Event of Default described in
clause (c) and not in clause (b) under Section 6.01.

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

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

SECTION 4.16. No Senior Subordinated Debt.

                  The Company shall not, and shall not permit any Restricted
Subsidiary that is a Guarantor to, incur or suffer to exist Indebtedness that is
senior in right of payment to the Notes or such Guarantor's Guarantee, as the
case may be, and subordinate in right of payment to any other Indebtedness of
the Company or such Guarantor, as the case may be.

SECTION 4.17. Future Guarantees by Wholly Owned Domestic Restricted
              Subsidiaries.

                  The Company shall not create or acquire another Wholly Owned
Domestic Restricted Subsidiary unless such Wholly Owned Domestic Restricted
Subsidiary executes and delivers a supplemental indenture to this Indenture, in
form and substance reasonably satisfactory to the Trustee, providing for a
Guarantee of payment of the Notes by such Wholly Owned Domestic Restricted
Subsidiary on the terms set forth herein.

SECTION 4.18. Limitation on Issuances of Guarantees by Restricted Subsidiaries.

                  The Company will not permit any Restricted Subsidiary,
directly or indirectly, to guarantee any Indebtedness of the Company that is
pari passu with or subordinate in right of payment to the Notes ("Guaranteed
Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes
and delivers a supplemental indenture to this Indenture providing for a
Guarantee on the same terms as set forth in this Indenture of payment of the
Notes by such Restricted Subsidiary and (ii) to the extent permitted by law,
such Restricted Subsidiary waives and agrees that it will not in any manner
whatsoever claim or take the benefit or advantage of any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Guarantee; provided that this paragraph shall not be
applicable to any guarantee of any Restricted Subsidiary that existed at the
time such Person became a Restricted Subsidiary and was not incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary. If the Guaranteed Indebtedness is (A) pari passu with the Notes,
then the guarantee of such Guaranteed Indebtedness shall be pari passu with, or
subordinated to, the Guarantee or (B) subordinated to the Notes, then the
guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee
at least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.



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                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01. Merger, Consolidation and Sale of Assets.

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

                  (1) either:

                           (a) the Company shall be the surviving or continuing
                  corporation; or

                           (b) the Person (if other than the Company) formed by
                  such consolidation or into which the Company is merged or the
                  Person which acquires by sale, assignment, transfer, lease,
                  conveyance or other disposition the properties and assets of
                  the Company and of the Company's Restricted Subsidiaries
                  substantially as an entirety (the "Surviving Entity"):

                                    (x) shall be a corporation organized and
                           validly existing under the laws of the United States
                           or any State thereof or the District of Columbia; and

                                    (y) shall expressly assume, by supplemental
                           indenture (in form and substance satisfactory to the
                           Trustee), executed and delivered to the Trustee, the
                           due and punctual payment of the principal of, and
                           premium, if any, and interest on all of the Notes and
                           the performance of every covenant of the Notes, this
                           Indenture and the Registration Rights Agreement on
                           the part of the Company to be performed or observed;

                  (2) except in the case of a merger of the Company with or
         into a Wholly Owned Restricted Subsidiary of the Company and except in
         the case of a merger entered into solely for the purpose of
         reincorporating the Company in another jurisdiction, immediately after
         giving effect to such transaction and the assumption contemplated by
         clause (1)(b)(y) above (including giving effect to any Indebtedness and
         Acquired Indebtedness incurred or anticipated to be incurred in
         connection with or in respect of such transaction), the Company or such
         Surviving Entity, as the case may be, shall be able to incur at least
         $1.00 of additional Indebtedness (other than Permitted Indebtedness)
         pursuant to Section 4.09;

                  (3) except in the case of a merger of the Company with or
         into a Wholly Owned Restricted Subsidiary of the Company and except in
         the case of a merger entered into solely for the purpose of
         reincorporating the Company in another jurisdiction, immediately after
         giving effect to such transaction and the assumption contemplated by
         clause (1)(b)(y) above (including, without limitation, giving effect to
         any Indebtedness and Acquired Indebtedness incurred or anticipated to
         be incurred and any Lien granted or to be released in connection with
         or in respect of the transaction), no Default or Event of Default shall
         have occurred or be continuing; and

                  (4) the Company or the Surviving Entity shall have delivered
         to the Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, sale, assignment, transfer,
         lease, conveyance or other disposition and, if a supplemental indenture



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         is required in connection with such transaction, such supplemental
         indenture comply with the applicable provisions of this Indenture and
         that all conditions precedent in this Indenture relating to such
         transaction have been satisfied.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company the Capital Stock of which
constitutes all or substantially all of the properties and assets of the Company
shall be deemed to be the transfer of all or substantially all of the properties
and assets of the Company. However, transfer of assets between or among the
Company and its Restricted Subsidiaries will not be subject to this Section
5.01.

SECTION 5.02. Successor Corporation Substituted.

                  Upon any consolidation, combination or merger, or any transfer
of all or substantially all of the assets of the Company in accordance with
Section 5.01, in which the Company is not the continuing corporation, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, lease or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture and the Notes with the same effect as if such surviving
entity had been named as such and that, in the event of a conveyance, lease or
transfer, the conveyor, lessor or transferor will be released from the
provisions of this Indenture; provided that the Company shall not be released
from its obligation to pay the principal of, premium, if any, or interest on the
Notes in the case of a lease of all or substantially all of its property and
assets.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

                  "Events of Default" are:

                  (a) the failure to pay interest on any Notes when the same
         becomes due and payable and the default continues for a period of 30
         days (whether or not such payment shall be prohibited by Article 10);

                  (b) the failure to pay the principal on any Notes when such
         principal becomes due and payable, at maturity, upon redemption or
         otherwise (including the failure to make a payment to purchase Notes
         tendered pursuant to a Change of Control Offer or a Net Proceeds Offer
         on the date specified for such payment in the applicable offer to
         purchase) (whether or not such payment shall be prohibited by Article
         10);

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

                  (d) the failure to pay at final stated maturity (giving
         effect to any applicable grace periods and any extensions thereof) the
         principal amount of any Indebtedness of the Company or



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<PAGE>   72

         any Restricted Subsidiary of the Company (other than a Securitization
         Entity) which failure continues for at least 20 days, or the
         acceleration of the final stated maturity of any such Indebtedness,
         which acceleration remains uncured and unrescinded for at least 20
         days, if the aggregate principal amount of such Indebtedness, together
         with the principal amount of any other such Indebtedness in default for
         failure to pay principal at final maturity or which has been
         accelerated (in each case with respect to which the 20-day period
         described above has passed), aggregates $25.0 million or more at any
         time;

                  (e) one or more judgments in an aggregate amount in excess of
         $25.0 million shall have been rendered against the Company or any of
         its Significant Subsidiaries and such judgments remain undischarged,
         unpaid or unstayed for a period of 60 days after such judgment or
         judgments become final and non-appealable;

                  (f) the Company or any of its Significant Subsidiaries
         pursuant to or within the meaning of Bankruptcy Law:

                           (i) commences a voluntary case;

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

                           (iii) consents to the appointment of a custodian of
                  it or for all or substantially all of its property; or

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

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

                           (i) is for relief against the Company or any of its
                  Significant Subsidiaries;

                           (ii) appoints a custodian of the Company or any of
                  its Significant Subsidiaries or for all or substantially all
                  of the property of the Company or any of its Significant
                  Subsidiaries; or

                           (iii) orders the liquidation of the Company or any of
                  its Significant Subsidiaries;

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

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

SECTION 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.01 with respect to the Company)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare the principal of and
accrued interest



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<PAGE>   73

on all the Notes to be due and payable immediately by notice in writing to the
Company and the Trustee specifying the applicable Event of Default and that it
is a "notice of acceleration" (the "Acceleration Notice"), and the same (i)
shall become immediately due and payable or (ii) if there are any amounts
outstanding under the New Credit Facility, shall become immediately due and
payable upon the first to occur of an acceleration under the New Credit Facility
or five Business Days after receipt by the Company and the Representative under
the New Credit Facility of such Acceleration Notice but only if such Event of
Default is then continuing. If an Event of Default specified in clause (f) or
(g) of Section 6.01 with respect to the Company occurs and is continuing, then
all unpaid principal of, and premium, if any, and accrued and unpaid interest on
all the outstanding Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

                  At any time after such declaration of acceleration, but before
a judgment or decree for the payment of the money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past Defaults and rescind and annul a declaration of acceleration and its
consequences if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (ii) all overdue interest on all Notes, (iii) the
principal of and premium, if any, on any Notes that have become due otherwise
than by such declaration or occurrence of acceleration and interest thereon at
the rate prescribed therefor by such Notes, and (iv) to the extent that payment
of such interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) all existing Events of Default, other
than the non-payment of the principal of, premium, if any, and accrued interest
on the Notes that have become due solely by such declaration of acceleration,
have been cured or waived and (c) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.

SECTION 6.03. Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may and at the direction of the Holders of at least a majority in principal
amount of the outstanding Notes shall, pursue any available remedy to collect
the payment of principal, premium, if any, and interest and Additional Interest,
if any, on the Notes or to enforce the performance of any provision of the Notes
or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law. Every right and remedy given by
this Article 6 or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient by the Trustee or by the
Holders, as the case may be. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 6.04. Waiver of Past Defaults.

                  Subject to Sections 6.02, 6.07 and 9.02, Holders of not less
than a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may, on behalf of the Holders of all of the Notes, waive
an existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium and Additional Interest, if any, or interest on, the Notes (including in
connection with an offer to purchase) or in respect of a covenant or provision
of this Indenture which cannot be modified or amended without the consent of



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<PAGE>   74

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

SECTION 6.05. Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

                  In the event the Trustee takes any action or follows any
direction pursuant to this Indenture, the Trustee shall be entitled to
indemnification from the Company satisfactory to it in its sole discretion
against any fees, loss, liability, cost or expense caused by taking such action
or following such direction.

SECTION 6.06. Limitation on Suits.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

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

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

                  (c) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision
of indemnity; and

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

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

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

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal, premium and
Additional Interest, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.



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SECTION 6.08. Collection Suit by Trustee.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal amount of, premium and Additional Interest, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and, to
the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any amounts due the Trustee under Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10. Priorities.

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

         First: to the Trustee, its agents and attorneys for amounts due under
         Section 7.07, including payment of all compensation, expense and
         liabilities incurred, and all advances made, by the Trustee and the
         costs and expenses of collection;

         Second: to the holders of Senior Debt, to the extent required by
         Article 10;

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

         Fourth: to the Company or to such party as a court of competent
         jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10; provided, however,
that the failure to give any such notice shall not affect the establishment of
such record date or payment date or any payments to Holders pursuant to this
Section 6.10.



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SECTION 6.11. Undertaking for Costs.

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

SECTION 6.12. Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01. General.

                  The duties and responsibilities of the Trustee shall be as
provided by the TIA and as set forth herein. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not herein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Article
Seven.

SECTION 7.02. Certain Rights of Trustee.

                  Subject to TIA Sections 315(a) through (d):

                  (i) the Trustee may rely, and shall be protected in acting or
         refraining from acting, upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper person;

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

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



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<PAGE>   77

                  (iv) 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, unless such Holders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities that might be incurred by it in
         compliance with such request or direction;

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

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

                  (vii) 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.

SECTION 7.03. Individual Rights of Trustee.

                  The Trustee, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not the Trustee.
Any Agent may do the same with like rights. However, the Trustee is subject to
TIA Sections 310(b) and 311.

SECTION 7.04. Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company's use of the proceeds from the Notes,
it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

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

                  (b) If a Default or Event of Default occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 30 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, 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 the Holders of the Notes.



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SECTION 7.06. Reports by Trustee to Holders of the Notes.

                  Within 60 days after each May 15 beginning with May 15, 2001,
and for so long as Notes remain outstanding, the Trustee shall mail to the
Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). 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).

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange or any delisting thereof.

SECTION 7.07. Compensation and Indemnity.

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

                  The Company and the Guarantors shall indemnify the Trustee,
its directors, officers and employees, and each predecessor Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of this trust and its duties
under this Indenture, including the costs and expenses (including reasonable
attorney's fees) of enforcing this Indenture against the Company and the
Guarantors (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company and the Guarantors or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company and the Guarantors promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company and the Guarantors need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

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

                  To secure the Company's and the Guarantors' payment
obligations in this Section, the Trustee shall have a Lien prior to the Notes on
all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Notes. Such Lien shall survive
the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(f) or (g) occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.



                                       72
<PAGE>   79
                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

SECTION 7.08. Replacement of Trustee.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of Notes of a majority in principal amount of the then outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing
and may appoint a successor Trustee with the consent of the Company. The Company
may remove the Trustee if:

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

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

                  (c) a custodian or public officer takes charge of the Trustee
         or its property; or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.
                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for 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. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) 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. No successor Trustee
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.

                  If the Trustee is no longer eligible under Section 7.10 or
shall fail to comply with TIA Section 310(b), any Holder who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.08, the Trustee shall resign immediately
in the manner and with the effect provided in this Section.

                  The Company shall give notice of any resignation and any
removal of the Trustee and each appointment of a successor Trustee to all
Holders. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.



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<PAGE>   80

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

SECTION 7.09. Successor Trustee by Merger, etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor corporation or
national banking association without any further act shall be the successor
Trustee with the same effect as if the successor Trustee had been named as the
Trustee herein, provided such corporation shall be otherwise qualified and
eligible under this Article.

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

SECTION 7.10. Eligibility; Disqualification

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50.0 million as set forth in its most recent published annual report of
condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b). If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.10, the Trustee shall resign
immediately in the manner and with the effect specified in this Article 7.

SECTION 7.11. Preferential Collection of Claims Against Company.

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

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.



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<PAGE>   81

SECTION 8.02. Legal Defeasance and Discharge.

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

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

                  (b) the Company's obligations with respect to such Notes
         under Article 2 and Section 4.02,

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

                  (d) this Article 8.

                  Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03.

SECTION 8.03. Covenant Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04, be released from its
obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
of the option applicable to this Section 8.03 and subject to the satisfaction of
the conditions set forth in Section 8.04, the failure to comply with the terms
of Sections 6.01(d) and 6.01(e) shall not constitute Events of Default.



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<PAGE>   82

SECTION 8.04. Conditions to Legal or Covenant Defeasance.

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

                  (a) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, cash in United States dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient without consideration of any
         reinvestment, in the opinion of a nationally recognized firm of
         independent public accountants, to pay the principal amount of, premium
         and Additional Interest, if any, and interest on the outstanding Notes
         on the stated date for payment thereof or on the applicable redemption
         date, as the case may be, in each case in accordance with the terms of
         this Indenture and the Notes;

                  (b) in the case of an election under Section 8.02, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date of this
         Indenture, there has been a change in the applicable federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Holders of the outstanding Notes
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such Legal Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Legal Defeasance had not
         occurred;

                  (c) in the case of an election under Section 8.03, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         the Holders of the outstanding Notes will not recognize income, gain or
         loss for federal income tax purposes as a result of such Covenant
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the incurrence of Indebtedness all or a
         portion of the proceeds of which will be used to defease the Notes
         pursuant to this Article 8 concurrently with such incurrence and the
         grant of a Lien to secure such Indebtedness) or insofar as Events of
         Default pursuant to Section 6.01(f) or (g) are concerned, at any time
         in the period ending on the 91st day after the date of deposit;

                  (e) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under this
         Indenture (other than a Default or an Event of Default resulting from
         the borrowing of funds to be applied to such deposit and the grant of
         any Lien securing such borrowing) or any other material agreement or
         instrument to which the Company or any of its Subsidiaries is a party
         or by which the Company or any of its Subsidiaries is bound;

                  (f) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company;

                  (g) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with; and



                                       76
<PAGE>   83

                  (h) the Company shall have paid or duly provided for payment
         of all amounts then due to the Trustee pursuant to Section 7.07.

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

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

                  Subject to Section 8.06, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee pursuant
to Section 8.04 in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal amount, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

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

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a)), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06. Satisfaction and Discharge.

                  This Indenture will be discharged and will cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of the Notes, as expressly provided for in this Indenture) as to all
outstanding Notes when

                  (1)  either:

                           (a) all the Notes theretofore authenticated and
                  delivered (except lost, stolen or destroyed Notes which have
                  been replaced or paid and Notes for whose payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Company and thereafter repaid to the Company or
                  discharged from such trust) have been delivered to the Trustee
                  for cancellation; or

                           (b) all Notes not theretofore delivered to the
                  Trustee for cancellation have become due and payable, pursuant
                  to an optional redemption notice or otherwise, and the Company
                  has irrevocably deposited or caused to be deposited with the
                  Trustee funds in an amount sufficient to pay and discharge the
                  entire Indebtedness on the Notes not



                                       77
<PAGE>   84

                  theretofore delivered to the Trustee for cancellation, for
                  principal of, premium, if any, and interest on the Notes to
                  the date of deposit together with irrevocable instructions
                  from the Company directing the Trustee to apply such funds to
                  the payment thereof at maturity or redemption, as the case may
                  be; and

                  (2) the Company has paid all other sums payable under this
         Indenture by the Company.

                  The Trustee will acknowledge the satisfaction and discharge of
this Indenture if the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this
Indenture have been complied with.

SECTION 8.07. Repayment to Company.

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

SECTION 8.08. Reinstatement.

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

SECTION 8.09. Survival.

                  The Trustee's rights under this Article 8 shall survive
termination of this Indenture.



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<PAGE>   85

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders of Notes.

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

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

                  (b) to provide for uncertificated Notes in addition to or in
place of certificated Notes or to alter the provisions of Article 2 (including
the related definitions) in a manner that does not materially adversely affect
any Holder;

                  (c) to provide for the assumption of the Company's or a
Guarantor's obligations to the Holders of the Notes by a successor to the
Company or a Guarantor pursuant to Article 5 or Article 11;

                  (d) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any Holder of the Note;

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

                  (f) to provide for the issuance of Notes issued after the
Issue Date in accordance with the limitations set forth in this Indenture;

                  (g) to allow any Guarantor to execute a supplemental indenture
and/or a Guarantee with respect to the Notes; or

                  (h) to evidence and provide for the acceptance of appointment
under this Indenture of a successor Trustee.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02, the Trustee shall join with the Company and the
Guarantors in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

                  Except as provided in this Section 9.02, this Indenture
(including Sections 3.09, 4.10 and 4.15), the Guarantees and the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the 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 Notes), and, subject to Sections 6.04 and 6.07, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Guarantees or the Notes
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Section 2.08 shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.



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<PAGE>   86

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Sections 7.02 and
9.06, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

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

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

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

                  (b) reduce the rate of or change or have the effect of
changing the time for payment of interest, including defaulted interest, on any
Note;

                  (c) reduce the principal of or change or have the effect of
changing the fixed maturity of any Note or alter or waive any of the provisions
with respect to the redemption of the Notes, other than provisions relating to
Section 3.09, 4.10 or 4.15;

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

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

                  (f) make any change in the provisions of this Indenture
relating to the right of each Holder of Notes to receive payments of principal
of and interest on such Note on or after the due date thereof or to bring suit
to enforce such payment;

                  (g) after the Company's obligation to purchase Notes arises
thereunder, amend, change or modify in any material respect the obligation of
the Company to make and consummate a Change of Control Offer in the event of a
Change of Control or modify any of the provisions or definitions with respect
thereto after a Change of Control has occurred;



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<PAGE>   87

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

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

                  (j) make any change in the foregoing amendment and waiver
provisions (except to increase any percentage set forth therein).

SECTION 9.03. Compliance with Trust Indenture Act.

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

SECTION 9.04. Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder unless it is of the type
described in the last paragraph of Section 9.02. In case of an amendment or
waiver of the type described in the second paragraph of Section 9.02, the
amendment or waiver shall bind each Holder who has consented to it and every
subsequent Holder of a Note that evidences the same indebtedness as the Note of
the consenting Holder.

SECTION 9.05. Notation on or Exchange of Notes.

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

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

SECTION 9.06. Trustee to Sign Amendments, etc.

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon, in addition to the documents required by
Section 12.04, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.



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                                   ARTICLE 10

                                  SUBORDINATION

SECTION 10.01. Agreement to Subordinate.

                  The Company covenants and agrees, and each Holder of the
Notes, by its acceptance thereof, likewise covenants and agrees, (i) that all
Notes shall be issued subject to the provisions of this Article 10, and each
Person holding any Note, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that the payment of all
Obligations on the Notes by the Company shall, to the extent and in the manner
herein set forth, be subordinated and junior in right of payment to the prior
payment in full in cash or Cash Equivalents of all Obligations on Senior Debt,
including, without limitation, the Company's obligations under the New Credit
Facility and (ii) that the subordination is for the benefit of, and shall be
enforceable directly by, the holders of Senior Debt, and that each holder of
Senior Debt whether now outstanding or hereafter created, incurred, assumed or
guaranteed shall be deemed to have acquired Senior Debt in reliance upon the
covenants and provisions contained in this Indenture and the Notes.

SECTION 10.02. Liquidation; Dissolution; Bankruptcy.

                  (a) Upon any payment or distribution of assets of the Company
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
or in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to the Company or its property, whether voluntary or
involuntary, all Obligations due or to become due upon all Senior Debt shall
first be paid in full in cash or Cash Equivalents, or such payment duly provided
for to the satisfaction of the holders of Senior Debt, before any payment or
distribution of any kind or character is made on account of any Obligations on
the Notes, or for the acquisition of any of the 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 of the Notes or the Trustee under this Indenture 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 under
this Indenture if received by them, 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 Cash Equivalents 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
has not occurred.



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                  (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 Section 10.02(a), 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 Cash Equivalents, after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of such Senior Debt.

                  (d) The consolidation of the Company with, or the merger of
the Company with or into, another corporation or the liquidation or dissolution
of the Company following the conveyance or transfer of all or substantially all
of its assets, to another corporation upon the terms and conditions provided in
Article Five hereof and as long as permitted under the terms of the Senior Debt
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 10.02 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, assume the Company's
obligations hereunder in accordance with Article 5.

SECTION 10.03. Default on Designated Senior Debt.

                  (a) If any default occurs and is continuing in the payment
when due, whether at maturity, upon any redemption, by declaration or otherwise,
of any principal of, interest on, unpaid drawings for letters of credit issued
in respect of, or regularly accruing fees with respect to, any Designated Senior
Debt, no payment 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 on the Notes or to acquire any of the Notes for cash or property or
otherwise. In addition, if any other event of 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 and if the Representative for the respective issue of
Designated Senior Debt gives notice of the event of default to the Trustee (a
"Default Notice"), then, unless and until all events of default have been cured
or waived or have ceased to exist or the Trustee receives notice thereof from
the Representative for the respective issue of Designated Senior Debt
terminating the Blockage Period (as defined below), during the 180 days after
the delivery of such Default Notice (the "Blockage Period"), neither the Company
nor any other Person on its behalf shall (x) make any payment of any kind or
character with respect to any Obligations on the Notes or (y) acquire any of the
Notes for cash or property or otherwise. Notwithstanding anything to the
contrary in the immediately preceding sentence, in no event will a Blockage
Period extend beyond 180 days from the date the payment on the Notes was due and
only one such Blockage Period may be commenced within any 360 consecutive days.
No event of default which existed or was continuing on the date of the
commencement of any Blockage Period with respect to the Designated Senior Debt
shall be, or be made, the basis for commencement of a second 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 for a period of not less than 90 consecutive days (it being acknowledged
that any subsequent action, or any breach of any financial covenants for a
period commencing after the date of commencement of such 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).

                  (b) In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by Section 10.03(a), such payment shall be



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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 10 shall limit the right of
the Trustee or the Holders of Notes to take any action to accelerate the
maturity of the Notes pursuant to Section 6.02 or to pursue any rights or
remedies hereunder; provided that all Senior Debt thereafter due or declared to
be due shall first be paid in full in cash or Cash Equivalents before the
Holders are entitled to receive any payment of any kind or character with
respect to Obligations on the Notes.

SECTION 10.04. Acceleration of Notes.

                  If payment of the Notes is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration.

SECTION 10.05. When Distribution Must Be Paid Over.

                  In the event that the Trustee or any Holder receives any
payment of any Obligations with respect to the Notes at a time when such payment
is prohibited by Section 10.02 or 10.03, such payment shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith
over and delivered, upon written request, to, the holders of Senior Debt as
their interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which such Senior Debt may have been issued, as
their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in cash or Cash Equivalents in accordance with
their terms, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Debt.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article 10, except if such
payment is made as a result of the willful misconduct or gross negligence of the
Trustee.

SECTION 10.06. Notice by Company.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Notes pursuant to the provisions of this
Article 10 (although the failure to give any such notice shall not affect the
subordination provision of this Article 10). Regardless of anything to the
contrary contained in this Article 10 or elsewhere in this Indenture, the
Trustee shall not be charged with knowledge of the existence of any default or
event of default with respect to any Senior Debt or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing from the Company, or from a
holder of Senior Debt or a Representative therefor, together with proof
satisfactory to the Trustee of such holding of Senior Debt or of the authority



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of such Representative, and, prior to the receipt of any such written notice,
the Trustee shall be entitled to assume (in the absence of actual knowledge to
the contrary) that no such facts exist.

SECTION 10.07. Subrogation.

                  (a) Subject to the payment in full in cash or Cash Equivalents
of all Senior Debt, the Holders of the Notes 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
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 10 which
otherwise would have been made to the Holders shall, as between the Company and
the Holders of the Notes, 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 10 are and are intended solely for the purpose of defining the relative
rights of the Holders of the Notes, on the one hand, and the holders of the
Senior Debt, on the other hand.

                  (b) If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article 10 shall
have been applied, pursuant to the provisions of this Article 10, to the payment
of all amounts payable under Senior Debt, then in such case, the Holders shall
be entitled to receive from the holders of such Senior Debt any payments or
distributions received by such holders of Senior Debt in excess of the amount
required to make payment in full, in cash or cash equivalent, of such Senior
Debt of such holders.

SECTION 10.08. Relative Rights.

                  Nothing contained in this Article 10 or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as between the Company
and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the Notes
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders and
creditors of the Company other than the holders of the Senior Debt, nor shall
anything herein or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 10 of the holders
of Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Upon any payment or distribution
of assets or securities of the Company referred to in this Article 10, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, and the Holders
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any liquidation, dissolution, winding-up or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee or agent or other Person making any
payment or distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other Indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 10. Nothing in
this Article 10 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 10, the Trustee may request such Person to furnish evidence to the
reasonable



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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 10, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

SECTION 10.09. Subordination May Not Be Impaired by Company.

                  (a) No right of any present or future holder of any Senior
Debt to enforce subordination as herein provided 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 by any such holder, or by any non-compliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

                  (b) Without limiting the generality of subsection (a) of this
Section 10.09, the holders of Senior Debt may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Notes, without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article 10 or the
obligations hereunder of the Holders of the Notes to the holders of Senior Debt,
do any one or more of the following: (1) change the manner, place, terms or time
of payment of, or renew or alter, Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (2) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (3) release any Person liable in any manner for
the collection or payment of Senior Debt; and (4) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 10.10. Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of 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 10, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior Debt and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 10.

SECTION 10.11. Rights of Trustee and Paying Agent.

                  Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office 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 Notes to violate this Article 10 (although the receipt of
such payment shall otherwise be subject to the applicable provisions of this
Article 10). Only the Company or a Representative may give the notice. Nothing
in this Article 10 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
10.11 is intended to or shall relieve any Holder of Notes from the obligations
imposed under Section 10.05 with respect to other distributions received in
violation of the provisions hereof.



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                  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.

SECTION 10.12. Authorization to Effect Subordination.

                  Each Holder of the Notes by such Holder's acceptance thereof
authorizes and expressly directs the Trustee on such Holder's behalf to take
such action as may be necessary or appropriate to effect the subordination
provisions contained in this Article 10, and appoints the Trustee such Holder's
attorney-in-fact for such purpose, including, in the event of any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of creditors
or marshaling of assets of the Company tending towards liquidation or
reorganization of the business and assets of the Company, the immediate filing
of a claim for the unpaid balance of such Holder's Notes in the form required in
said proceedings and cause said claim to be approved. If the Trustee does not
file a proper claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 prior to 30 days before the expiration of the time
to file such claim or claims, then any of the holders of the Senior Debt or
their Representative is hereby authorized to file an appropriate claim for and
on behalf of the Holders of said Notes. Nothing herein contained shall be deemed
to authorize the Trustee or the holders of Senior 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 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 10.13. Amendments.

                  The provisions of this Article 10 shall not be amended or
modified without the written consent of the majority of the lenders under the
New Credit Facility.

                                   ARTICLE 11

                                   GUARANTEES

SECTION 11.01. Guarantee.

                  Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that: (a)
the principal of, premium, if any, and interest on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and
interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

                  The Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any



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action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this Guarantee
shall not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture or pursuant to Section 11.06.

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

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6, such obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.

SECTION 11.02. Subordination of Guarantee.

                  The Obligations of each Guarantor under its Guarantee pursuant
to this Article 11 shall be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to the
Senior Debt of the Company. For the purposes of the foregoing sentence, 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 Notes
pursuant to this Indenture, including Article 10 and the holders of Senior Debt
shall have the same rights and remedies provided for in Article 10.

SECTION 11.03. Limitation on Guarantor Liability.

                  Each Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Guarantors hereby irrevocably agree that the obligations of
such Guarantor under its Guarantee and this Article 11 shall be limited to the
maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws (including, without limitation, all Senior Debt of such Guarantor), and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent
transfer or conveyance.



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SECTION 11.04. Execution and Delivery of Guarantee.

                  To evidence its Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Guarantee substantially in the
form included in Exhibit E shall be endorsed by an Officer of such Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President, any Vice
President, Secretary or Treasurer.

                  Each Guarantor hereby agrees that its Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Guarantee.

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

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

                  In the event that the Company creates or acquires any new
Subsidiaries subsequent to the date of this Indenture, if required by Section
4.17, the Company shall cause such Subsidiaries to execute supplemental
indentures to this Indenture and Guarantees in accordance with Section 4.17 and
this Article 11, to the extent applicable.

SECTION 11.05. Guarantors May Consolidate, etc., on Certain Terms.

                  No Guarantor may consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person whether
or not affiliated with such Guarantor unless:

                  (a) subject to the other provisions of this Section the
         Person formed by or surviving any such consolidation or merger (if
         other than a Guarantor or the Company) shall be a corporation organized
         and validly existing under the laws of the United States or any state
         thereof or the District of Columbia, and unconditionally assumes all
         the obligations of such Guarantor, pursuant to a supplemental indenture
         in form and substance reasonably satisfactory to the Trustee, under the
         Notes, this Indenture, the Registration Rights Agreement and the
         Guarantee on the terms set forth herein or therein;

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

                  (c) the Company would be permitted, immediately after giving
         effect to such transaction, to incur at least $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) pursuant to Section
         4.09.

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



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thereafter issued in accordance with the terms of this Indenture as though all
of such Guarantees had been issued at the date of the execution hereof.

                  Except as set forth in Articles 4 and 5, and notwithstanding
clause (c) above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

SECTION 11.06. Releases Following Certain Events.

                  In the event of a sale or other disposition of all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all of the capital stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Guarantee; provided that the
Net Cash Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Indenture, including without limitation
Section 4.10. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the applicable provisions
of this Indenture, including without limitation Section 4.10, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Guarantee.

                  Any Guarantor not released from its obligations under its
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                   ARTICLE 12

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

                  Prior to the effectiveness of the Registration Statement, this
Indenture shall incorporate and be governed by the provisions of the TIA that
are required to be part of and to govern indentures qualified under the TIA.
After the effectiveness of the Registration Statement, this Indenture shall be
subject to the provisions of the TIA that are required to be a part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 12.02. Notices.

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



                                       90
<PAGE>   97

                  If to the Company and/or any Guarantor:

                  Dresser, Inc.
                  2601 Beltine Road,
                  Carrollton, TX 75006

                  with copies to:

                  Latham & Watkins
                  885 Third Avenue, Suite 1000
                  New York, New York 10022
                  Facsimile No.: (212) 751-4864
                  Attention: Kirk A. Davenport, Esq.

                  If to the Trustee:

                  State Street Bank and Trust Company
                  Goodwin Square - 23rd Floor
                  225 Asylum Street
                  Hartford, Connecticut 06103
                  Attention: Corporate Trust Administration (Dresser, Inc.
                  9 3/8 % Senior Subordinated Notes Due 2011)
                  Facsimile No.: (860) 244-1897

                  The Company, any Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

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

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

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

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. Communication by Holders of Notes with Other Holders of Notes.

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



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SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

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

                  (a) an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05) stating that, in the opinion of
         the signers, all conditions precedent and covenants, if any, provided
         for in this Indenture relating to the proposed action have been
         satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 12.05) stating that, in the opinion of such counsel,
         all such conditions precedent and covenants have been satisfied.

SECTION 12.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

                  (b) 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;

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

                  (d) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been satisfied.

SECTION 12.06. Rules by Trustee and Agents.

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

SECTION 12.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, shall have
any liability for any obligations of the Company or such Guarantor under the
Notes, the Guarantees, this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.

SECTION 12.08. Governing Law.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



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<PAGE>   99

SECTION 12.09. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 12.10. Successors.

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

SECTION 12.11. Severability.

                  In case any provision in this Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

SECTION 12.12. Counterpart Originals.

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

SECTION 12.13. Table of Contents, Headings, etc.

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

[Signature pages(s) follow]



                                       93

<PAGE>   100
Dated as of April 10, 2001

                                       DRESSER, INC.


                                       By:  /s/ JAMES A. NATTIER
                                            ------------------------------------
                                            Name:   James A. Nattier
                                            Title:



                                       DRESSER INTERNATIONAL INC.


                                       By:  /s/ JAMES A. NATTIER
                                            ------------------------------------
                                            Name:   James A. Nattier
                                            Title:


                                       DRESSER RUSSIA, INC.


                                       By:  /s/ JAMES A NATTIER
                                            ------------------------------------
                                            Name:   James A. Nattier
                                            Title:


                                       DRESSER RE, INC.


                                       By:  /s/ JAMES A. NATTIER
                                            ------------------------------------
                                            Name:   James A. Nattier
                                            Title:


                                       STATE STREET BANK AND TRUST COMPANY


                                       By:  /s/ PHILIP G. KANE
                                            ------------------------------------
                                            Name:  Philip G. Kane Jr.
                                            Title: Authorized Signatory



                                       94
<PAGE>   101

                                                                      SCHEDULE I


                             SCHEDULE OF GUARANTORS


                  The following schedule lists each Guarantor under the
Indenture as of the Issue Date:

                  Dresser International Inc., a Delaware corporation.

                  Dresser Russia, Inc., a Delaware corporation.

                  Dresser RE, Inc., a Delaware corporation.