<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY


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


                           ICON HEALTH & FITNESS, INC.

                     and each of the Guarantors named herein


                              SERIES A AND SERIES B
                    11.25% SENIOR SUBORDINATED NOTES DUE 2012


                               __________________

                                    INDENTURE

                            Dated as of April 9, 2002

                               __________________

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee


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

<PAGE>

                             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) .................................................................         7.10
           (c) .................................................................         N.A.
        311(a) .................................................................         7.11
           (b) .................................................................         7.11
           (c) .................................................................         N.A.
        312(a) .................................................................         2.05
           (b)                                                                          13.03
           (c) .................................................................        13.03
        313(a) .................................................................         7.06
           (b)(2) ..............................................................      7.06; 7.07
           (c) .................................................................     7.06; 13.02
           (d) .................................................................         7.06
        314(a) .................................................................    4.03;13.02; 13.05
           (c)(1) ..............................................................        13.04
           (c)(2) ..............................................................        13.04
           (c)(3) ..............................................................         N.A.
           (e) .................................................................        13.05
           (f) .................................................................         N.A.
        315(a) .................................................................         7.01
           (b) .................................................................      7.05,13.02
           (c) .................................................................         7.01
           (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) .................................................................        13.01
           (b) .................................................................         N.A.
           (c) .................................................................        13.01
</TABLE>

N.A. means not applicable
* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
                                   ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

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

                                 ARTICLE 2.
                                 THE NOTES


Section 2.01   Form and Dating..........................................      22
Section 2.02   Execution and Authentication.............................      24
Section 2.03   Registrar and Paying Agent...............................      24
Section 2.04   Paying Agent to Hold Money in Trust......................      24
Section 2.05   Holder Lists.............................................      25
Section 2.06   Transfer and Exchange....................................      25
Section 2.07   Replacement Notes........................................      37
Section 2.08   Outstanding Notes........................................      37
Section 2.09   Treasury Notes...........................................      37
Section 2.10   Temporary Notes..........................................      37
Section 2.11   Cancellation.............................................      38
Section 2.12   Defaulted Interest.......................................      38

                                 ARTICLE 3.
                         REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee.......................................      38
Section 3.02   Selection of Notes to Be Redeemed or Purchased...........      38
Section 3.03   Notice of Redemption.....................................      39
Section 3.04   Effect of Notice of Redemption...........................      40
Section 3.05   Deposit of Redemption or Purchase Price..................      40
Section 3.06   Notes Redeemed or Purchased in Part......................      40
Section 3.07   Optional Redemption......................................      40
Section 3.08   Mandatory Redemption.....................................      41
Section 3.09   Offer to Purchase by Application of Excess Proceeds......      41

                                 ARTICLE 4.
                                 COVENANTS

Section 4.01   Payment of Notes.........................................      43
Section 4.02   Maintenance of Office or Agency..........................      43
Section 4.03   Reports..................................................      43
Section 4.04   Compliance Certificate...................................      44
Section 4.05   Taxes....................................................      45
Section 4.06   Stay, Extension and Usury Laws...........................      45
Section 4.07   Restricted Payments......................................      45
Section 4.08   Dividend and Other Payment Restrictions Affecting
               Subsidiaries.............................................      47
Section 4.09   Incurrence of Indebtedness and Issuance of
               Preferred Stock..........................................      49
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                          <C>
Section 4.10   Asset Sales. .............................................     51
Section 4.11   Transactions with Affiliates. ............................     53
Section 4.12   Liens. ...................................................     54
Section 4.13   Business Activities. .....................................     54
Section 4.14   Corporate Existence. .....................................     54
Section 4.15   Offer to Repurchase Upon Change of Control. ..............     55
Section 4.16   Anti-Layering ............................................     56
Section 4.17   Payments for Consent. ....................................     57
Section 4.18   Additional Subsidiary Guarantees. ........................     57
Section 4.19   Designation of Restricted and Unrestricted Subsidiaries ..     57
Section 4.20   Sale and Leaseback Transactions ..........................     57

                                ARTICLE 5.
                                SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets. ................     58
Section 5.02   Successor Corporation Substituted. .......................     59

                                ARTICLE 6.
                          DEFAULTS AND REMEDIES

Section 6.01   Events of Default. .......................................     59
Section 6.02   Acceleration. ............................................     61
Section 6.03   Other Remedies. ..........................................     62
Section 6.04   Waiver of Past Defaults. .................................     62
Section 6.05   Control by Majority. .....................................     62
Section 6.06   Limitation on Suits. .....................................     62
Section 6.07   Rights of Holders of Notes to Receive Payment. ...........     63
Section 6.08   Collection Suit by Trustee. ..............................     63
Section 6.09   Trustee May File Proofs of Claim. ........................     63
Section 6.10   Priorities. ..............................................     63
Section 6.11   Undertaking for Costs.                                         64

                                ARTICLE 7.
                                 TRUSTEE

Section 7.01   Duties of Trustee. .......................................     64
Section 7.02   Rights of Trustee. .......................................     65
Section 7.03   Individual Rights of Trustee. ............................     66
Section 7.04   Trustee's Disclaimer. ....................................     66
Section 7.05   Notice of Defaults. ......................................     66
Section 7.06   Reports by Trustee to Holders of the Notes. ..............     66
Section 7.07   Compensation and Indemnity. ..............................     67
Section 7.08   Replacement of Trustee. ..................................     67
Section 7.09   Successor Trustee by Merger, etc. ........................     68
Section 7.10   Eligibility; Disqualification. ...........................     68
Section 7.11   Preferential Collection of Claims Against Company. .......     69

                                ARTICLE 8.
                 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance..     69
Section 8.02   Legal Defeasance and Discharge. ..........................     69
Section 8.03   Covenant Defeasance. .....................................     69
Section 8.04   Conditions to Legal or Covenant Defeasance. ..............     70
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                           <C>
Section 8.05   Deposited Money and Government Securities to be Held in
               Trust; Other Miscellaneous Provisions......................    71
Section 8.06   Repayment to Company. .....................................    71
Section 8.07   Reinstatement. ............................................    72

                                ARTICLE 9.
                     AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes. ......................    72
Section 9.02   With Consent of Holders of Notes. .........................    73
Section 9.03   Compliance with Trust Indenture Act. ......................    74
Section 9.04   Revocation and Effect of Consents. ........................    74
Section 9.05   Notation on or Exchange of Notes. .........................    74
Section 9.06   Trustee to Sign Amendments, etc. ..........................    75

                               ARTICLE 10.
                              SUBORDINATION

Section 10.01  Agreement to Subordinate. .................................    75
Section 10.02  Certain Definitions. ......................................    75
Section 10.03  Liquidation; Dissolution; Bankruptcy. .....................    76
Section 10.04  Default on Designated Senior Debt. ........................    76
Section 10.05  Acceleration of Notes. ....................................    77
Section 10.06  When Distribution Must Be Paid Over. ......................    77
Section 10.07  Notice by Company. ........................................    78
Section 10.08  Subrogation. ..............................................    78
Section 10.09  Relative Rights. ..........................................    78
Section 10.10  Subordination May Not Be Impaired by Company. .............    78
Section 10.11  Distribution or Notice to Representative. .................    79
Section 10.12  Rights of Trustee and Paying Agent. .......................    79
Section 10.13  Authorization to Effect Subordination. ....................    79
Section 10.14  Amendments. ...............................................    79

                               ARTICLE 11.
                             NOTE GUARANTEES

Section 11.01  Guarantee. ................................................    79
Section 11.02  Limitation on Guarantor Liability. ........................    81
Section 11.03  Execution and Delivery of Subsidiary Guarantee. ...........    81
Section 11.04  Guarantors May Consolidate, etc., on Certain Terms. .......    81
Section 11.05  Releases Following Sale of Assets. ........................    82
Section 11.06  Subordination of Subsidiary Guarantee. ....................    83
Section 11.07  Release Following Designation as an Unrestricted
               Subsidiary. ...............................................    83

                               ARTICLE 12.
                        SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge. ...............................    83
Section 12.02  Application of Trust Money. ...............................    84

                               ARTICLE 13.
                              MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls. .............................    84
Section 13.02  Notices. ..................................................    84
Section 13.03  Communication by Holders of Notes with Other
               Holders of Notes. .........................................    85
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                           <C>
Section 13.04  Certificate and Opinion as to Conditions Precedent. .........  86
Section 13.05  Statements Required in Certificate or Opinion. ..............  86
Section 13.06  Rules by Trustee and Agents. ................................  86
Section 13.07  No Personal Liability of Directors, Officers, Employees
               and Stockholders. ...........................................  86
Section 13.08  Governing Law. ..............................................  87
Section 13.09  No Adverse Interpretation of Other Agreements. ..............  87
Section 13.10  Successors. .................................................  87
Section 13.11  Severability. ...............................................  87
Section 13.12  Counterpart Originals. ......................................  87
Section 13.13  Table of Contents, Headings, etc. ...........................  87
</TABLE>

                                    EXHIBITS

Exhibit A1   FORM OF NOTE
Exhibit A2   FORM OF REGULATION S TEMPORARY GLOBAL 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 NOTE GUARANTEE
Exhibit E1   FORM OF NOTE GUARANTEE (QUEBEC GUARANTOR)
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE

                                       iv

<PAGE>

         INDENTURE dated as of April 9, 2002 among ICON Health & Fitness, Inc.,
a Delaware corporation (the "Company"), the Guarantors (as defined) and The Bank
of New York, a New York banking corporation, 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 (as
defined) of the 11.25% Series A Senior Subordinated Notes due 2012 (the "Series
A Notes") and the 11.25% Series B Senior Subordinated Notes due 2012 (the
"Series B Notes" and, together with the Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01   Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 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.

         "Acquired Debt" means, with respect to any specified Person:

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

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

         "Additional Interest" means all Additional Interest then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Additional Notes" means Notes issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Notes issued on the date of this Indenture.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings. No Person (other than the Company or any
Restricted Subsidiary of the Company) in whom a Receivables Subsidiary makes an
Investment in connection with a Qualified Receivables Transaction shall be
deemed to be an Affiliate of the Company or any of its Restricted Subsidiaries
solely by reason of such Investment.

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

                                       1

<PAGE>

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

         "Asset Sale" means:

(1)      the sale, lease, conveyance or other disposition of any assets or
         rights, other than sales of inventory in the ordinary course of
         business and the granting of Liens permitted under the terms of this
         Indenture; provided that the sale, conveyance or other disposition of
         all or substantially all of the assets of the Company and its
         Subsidiaries taken as a whole shall be governed by Sections 4.15 and
         5.01 and not by Section 4.10; and

(2)      the issuance of Equity Interests in any of the Company's Restricted
         Subsidiaries or the sale of Equity Interests in any of its Restricted
         Subsidiaries.

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

(1)      any single transaction or series of related transactions that involves
         assets having a fair market value of less than $2.0 million;

(2)      a transfer of assets between or among the Company and its Restricted
         Subsidiaries,

(3)      an issuance of Equity Interests by a Restricted Subsidiary to the
         Company or to another Restricted Subsidiary;

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

(5)      the licensing or sub-licensing of intellectual property in the ordinary
         course of business consistent with past practice;

(6)      the sale, lease or other disposition of obsolete equipment;

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

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

(9)      sales of accounts receivable and related assets of the type specified
         in the definition of "Qualified Receivables Transaction" to a
         Receivables Subsidiary for the fair market value thereof, including
         cash in an amount at least equal to 75% of the book value thereof as
         determined in accordance with GAAP, it being understood that, for the
         purposes of this clause (9), notes received in exchange for the
         transfer of accounts receivable and related assets will be deemed cash
         if the Receivables Subsidiary or other payor is required to repay said
         notes as soon as practicable from available cash collections less
         amounts required to be established as reserves pursuant to contractual
         agreements with entities that are not Affiliates of the Company entered
         into as part of a Qualified Receivables Transaction; and

  (10)   transfers of accounts receivable and related assets of the type
         specified in the definition of "Qualified Receivables Transaction" (or
         a fractional undivided interest therein) by a Receivables Subsidiary in
         a Qualified Receivables Transaction.

                                       2

<PAGE>

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

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

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "Board of Directors" means:

(1)      with respect to a corporation, the board of directors of the
         corporation;

(2)      with respect to a partnership, the Board of Directors of the general
         partner of the partnership; and

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

         "Borrowing Base" means, as of any date, an amount equal to:

  (1)    85% of the face amount of all accounts receivable owned by the Company
         and the Guarantors as of the end of the most recent fiscal quarter
         preceding such date that were not more than 90 days past due; plus

  (2)    60% of the book value of all inventory owned by the Company and the
         Guarantors during the period of December 1 through June 30 of any
         fiscal year or 70% of the book value of all inventory owned by the
         Company and its Restricted Subsidiaries during the period from July 1
         through November 30 of any fiscal year, in each case as of the end of
         the most recent fiscal quarter preceding such date;

provided, however, that any accounts receivable owned by a Receivables
Subsidiary, or which the Company or any Guarantor has agreed to transfer to a
Receivables Subsidiary, shall be excluded for purposes of determining such
amount.

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

         "Business Day" means any day other than a Legal Holiday.

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

                                       3

<PAGE>

         "Capital Stock" means:

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

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

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

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

         "Cash Equivalents" means:

(1)      United States dollars;

(2)      securities issued or directly and fully guaranteed or insured by the
         United States government or any agency or instrumentality of the United
         States government (provided that the full faith and credit of the
         United States is pledged in support of those securities) having
         maturities of not more than six months from the date of acquisition;

(3)      certificates of deposit and eurodollar time deposits with maturities of
         six months or less from the date of acquisition, bankers' acceptances
         with maturities not exceeding six months and overnight bank deposits,
         in each case, with any domestic commercial bank having capital and
         surplus in excess of $500.0 million and a Thomson Bank Watch Rating of
         "B" or better;

(4)      repurchase obligations with a term of not more than seven days for
         underlying securities of the types described in clauses (2) and (3)
         above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

(5)      commercial paper having the highest rating obtainable from Moody's
         Investors Service, Inc. or Standard & Poor's Rating Services and in
         each case maturing within six months after the date of acquisition; and

(6)      money market funds at least 95% of the assets of which constitute Cash
         Equivalents of the kinds described in clauses (1) through (5) of this
         definition.

         "Clearstream" means Clearstream Banking, S.A.

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

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

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

(3)      the consummation of any transaction (including, without limitation, any
         merger or consolidation) the result of which is that any "person" (as
         defined above), other than the Principals and their

                                       4

<PAGE>

         Related Parties, becomes the Beneficial Owner, directly or indirectly,
         of more than 50% of the Voting Stock of the Company, measured by voting
         power rather than number of shares; provided, that any transaction that
         results in any "person" (as defined above) Beneficially Owning less
         than 50% of the Voting Stock of the Company, measured by voting power
         rather than number of shares, subject to the Stockholders Agreement or
         the LLC Agreement shall not, in any case, constitute a Change of
         Control under this clause (3) unless such person Beneficially Owns in
         the aggregate more than 50% of the Voting Stock of the Company;

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

(5)      the first day on which HF Holdings ceases to own 100% of the
         outstanding Equity Interests of the Company.

         "Company" means the issuer, and any and all successors thereto.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

(1)      an amount equal to any extraordinary loss plus any net loss realized by
         such Person or any of its Restricted Subsidiaries in connection with an
         Asset Sale, to the extent such losses were deducted in computing such
         Consolidated Net Income; plus

(2)      provision for taxes based on income or profits of such Person and its
         Restricted Subsidiaries for such period, to the extent that such
         provision for taxes was deducted in computing such Consolidated Net
         Income; plus

(3)      consolidated interest expense of such Person and its Restricted
         Subsidiaries for such period, whether paid or accrued and whether or
         not capitalized (including, without limitation, amortization of debt
         issuance costs and original issue discount, non-cash interest payments,
         the interest component of any deferred payment obligations, the
         interest component of all payments associated with Capital Lease
         Obligations, imputed interest with respect to Attributable Debt,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net of the
         effect of all payments made or received pursuant to Hedging
         Obligations), to the extent that any such expense was deducted in
         computing such Consolidated Net Income; plus

(4)      depreciation, amortization (including amortization of goodwill and
         other intangibles but excluding amortization of prepaid cash expenses
         that were paid in a prior period) and other non-cash expenses
         (excluding any such non-cash expense to the extent that it represents
         an accrual of or reserve for cash expenses in any future period or
         amortization of a prepaid cash expense that was paid in a prior period)
         of such Person and its Restricted Subsidiaries for such period to the
         extent that such depreciation, amortization and other non-cash expenses
         were deducted in computing such Consolidated Net Income; minus

(5)      non-cash items increasing such Consolidated Net Income for such period,
         other than the accrual of revenue or the reversal of reserves in the
         ordinary course of business,

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

                                       5

<PAGE>

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

(1)      the Net Income (but not loss) of any Person that is not a Restricted
         Subsidiary or that is accounted for by the equity method of accounting
         shall be included only to the extent of the amount of dividends or
         distributions paid in cash to the specified Person or a Restricted
         Subsidiary of the Person;

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

(3)      the Net Income of any Person acquired in a pooling of interests
         transaction for any period prior to the date of such acquisition shall
         be excluded;

(4)      the cumulative effect of a change in accounting principles shall be
         excluded; and

(5)      the Net Income (but not loss) of any Unrestricted Subsidiary shall be
         excluded, whether or not distributed to the specified Person or one of
         its Subsidiaries.

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

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

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

(3)      was nominated for election by, or is a designee of, a Principal.

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

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means that certain Credit Agreement, dated as of
April 9, 2002, by and among the Company, the lenders signatory thereto and
General Electric Capital Corporation, as administrative agent, providing for up
to $210,000,000 of revolving loan credit borrowings and a term loan of $25.0
million, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time.

                                       6

<PAGE>

         "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case 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) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

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

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A1 hereto 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 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

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

         "Domestic Subsidiary" means any Subsidiary of the Company that was
formed under the laws of the United States or any state of the United States or
the District of Columbia or that guarantees or otherwise provides direct credit
support for any Indebtedness of the Company.

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

         "Equity Offering" means any public offering of Capital Stock of the
Company (other than Disqualified Stock).

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

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

         "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

                                       7

<PAGE>

         "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.

         "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.

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

(1)      the consolidated interest expense of such Person and its Restricted
         Subsidiaries for such period, whether paid or accrued, including,
         without limitation, amortization of debt issuance costs and original
         issue discount, non-cash interest payments, the interest component of
         any deferred payment obligations, the interest component of all
         payments associated with Capital Lease Obligations, imputed interest
         with respect to Attributable Debt, commissions, discounts and other
         fees and charges incurred in respect of letter of credit or bankers'
         acceptance financings, and net of the effect of all payments made or
         received pursuant to Hedging Obligations; plus

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

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

(4)      the product of (a) all dividends, whether paid or accrued and whether
         or not in cash, on any series of preferred stock of such Person or any
         of its Restricted Subsidiaries, other than dividends on Equity
         Interests payable solely in Equity Interests of the Company (other than
         Disqualified Stock) or to the Company or a Restricted Subsidiary of the
         Company, times (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of such Person, expressed as a
         decimal, in each case, on a consolidated basis and in accordance with
         GAAP.

         "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

                                       8

<PAGE>

         In addition, for purposes of calculating the Fixed Charge Coverage
         Ratio:

(1)      acquisitions that have been made by the specified Person or any of its
         Restricted Subsidiaries, including through mergers or consolidations
         and including any related financing transactions, during the
         four-quarter reference period or subsequent to such reference period
         and on or prior to the Calculation Date shall be given pro forma effect
         as if they had occurred on the first day of the four-quarter reference
         period and Consolidated Cash Flow for such reference period shall be
         calculated on a pro forma basis in accordance with Regulation S-X under
         the Securities Act, but without giving effect to clause (3) of the
         proviso set forth in the definition of Consolidated Net Income;

(2)      the Consolidated Cash Flow attributable to discontinued operations, as
         determined in accordance with GAAP, and operations or businesses
         disposed of prior to the Calculation Date, shall be excluded; and

(3)      the Fixed Charges attributable to discontinued operations, as
         determined in accordance with GAAP, and operations or businesses
         disposed of prior to the Calculation Date, shall be excluded, but only
         to the extent that the obligations giving rise to such Fixed Charges
         shall not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

         "Foreign Subsidiary" means any Subsidiary of the Company that is not a
Domestic Subsidiary.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of this Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A1 hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

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

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

         "Guarantors" means each of:

(1)      each Domestic Subsidiary of the Company; and

(2)      any other subsidiary that executes a Subsidiary Guarantee in accordance
         with the provisions of this Indenture;

                                       9

<PAGE>

and their respective successors and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

(1)      interest rate swap agreements, interest rate cap agreements and
         interest rate collar agreements; and

(2)      any commodities future contract, commodity option or other similar
         agreement or arrangement designed to protect against fluctuations in
         the price of commodities used by that entity at the time;

(3)      agreements entered into for the purpose of fixing or hedging the risks
         associated with fluctuations in foreign currency exchange rates; and

(4)      other agreements or arrangements designed to protect such Person
         against fluctuations in interest rates.

         "HF Holdings" means HF Holdings, Inc., a Delaware corporation.

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

         "IAI Global Note" means a Global Note substantially in the form of
Exhibit A1 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.

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

(1)      in respect of borrowed money;

(2)      evidenced by bonds, notes, debentures or similar instruments or letters
         of credit (or reimbursement agreements in respect thereof);

(3)      in respect of banker's acceptances;

(4)      representing Capital Lease Obligations;

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

(6)      representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person.

                                       10

<PAGE>

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

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

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

         "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 Purchasers" means Credit Suisse First Boston Corporation, J.P.
Morgan Securities Inc. and Fleet Securities, Inc.

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

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.07. The
acquisition by the Company or any Restricted Subsidiary of the Company of a
Person that holds an Investment in a third Person shall be deemed to be an
Investment by the Company or such Restricted Subsidiary in such third Person in
an amount equal to the fair market value of the Investment held by the acquired
Person in such third Person in an amount determined as provided in the final
paragraph of Section 4.07.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York 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, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and, except in connection with any Qualified Receivables
Transaction, any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

                                       11

<PAGE>

         "LLC Agreement" means that certain Limited Liability Company Agreement
by and among Credit Suisse First Boston Corporation, affiliates of Bain Capital,
LLC and certain other persons listed therein, as in effect on the date of this
Indenture; provided, however, that such Limited Liability Company Agreement may
be amended from time to time if after giving effect to such amendment Credit
Suisse First Boston Corporation and its affiliates and Bain Capital, LLC and its
affiliates Beneficially Own more than 50% of the common equity of HF Holdings
subject to the LLC Agreement.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

(1)      any gain (but not loss), together with any related provision for taxes
         on such gain (but not loss), realized in connection with: (a) any Asset
         Sale; or (b) the disposition of any securities by such Person or any of
         its Restricted Subsidiaries or the extinguishment of any Indebtedness
         of such Person or any of its Restricted Subsidiaries; and

(2)      any extraordinary gain (but not loss), together with any related
         provision for taxes on such extraordinary gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustments in
respect of the sale price of such asset or assets established in accordance with
GAAP.

         "New Brunswick Guarantor" means 510152 N.B. Ltd., a Guarantor
         incorporated in New Brunswick, Canada.

         "Non-Recourse Debt" means Indebtedness:

(1)      as to which neither the Company nor any of its Restricted Subsidiaries
         (a) provides credit support of any kind (including any undertaking,
         agreement or instrument that would constitute Indebtedness), (b) is
         directly or indirectly liable as a guarantor or otherwise, or (c)
         constitutes the lender;

  (2)    no default with respect to which (including any rights that the holders
         of the Indebtedness may have to take enforcement action against an
         Unrestricted Subsidiary) would permit upon notice, lapse of time or
         both any holder of any other Indebtedness (other than the Notes) of the
         Company or any of its Restricted Subsidiaries to declare a default on
         such other Indebtedness or cause the payment of the Indebtedness to be
         accelerated or payable prior to its stated maturity; and

(3)      as to which the lenders have been notified in writing, or the terms of
         which provide, that they will not have any recourse to the stock or
         assets of the Company or any of its Restricted Subsidiaries.

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

                                       12

<PAGE>

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. For purposes of this Indenture, the term "Notes" shall include any
Additional Notes issued under the Indenture in accordance with Section 2.02 and
4.09 hereof, as part of the same series of Notes issued on the date of this
Indenture.

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

         "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 by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. 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
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means any business that derives a majority of its
revenues from the business engaged in by the Company and its Restricted
Subsidiaries on the date of original issuance of the Notes and/or activities
that are 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 date of original issuance of the
Notes.

         "Permitted Investments" means:

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

(2)      any Investment in Cash Equivalents;

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

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

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

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

(5)      any acquisition of assets (including Capital Stock) in exchange for the
         issuance of Equity Interests (other than Disqualified Stock) of the
         Company or HF Holdings;

                                       13

<PAGE>

(6)      any Investments received in compromise of obligations of such persons
         incurred in the ordinary course of trade creditors or customers that
         were incurred in the ordinary course of business, including pursuant to
         any plan of reorganization or similar arrangement upon the bankruptcy
         or insolvency of any trade creditor or customer;

(7)      Investments arising in connection with Hedging Obligations;

(8)      Investments existing on the date of this Indenture;

(9)      loans or advances by the Company or any of its Restricted Subsidiaries
         to employees of the Company or any of its Restricted Subsidiaries that
         are entered into in the ordinary course of business and that are
         approved by the Board of Directors of the Company; provided that the
         aggregate principal amount of all such loans or advances do not exceed
         $1.5 million at any one time outstanding;

 (10)    the acquisition by a Receivables Subsidiary in connection with a
         Qualified Receivables Transaction of Equity Interests of a trust or
         other Person established by such Receivables Subsidiary to effect such
         Qualified Receivables Transaction; and any other Investment by the
         Company or a Restricted Subsidiary of the Company in a Receivables
         Subsidiary or any Investment by a Receivables Subsidiary in any other
         Person in connection with a Qualified Receivables Transaction,
         provided, that such other Investment is in the form of a note or other
         instrument that the Receivables Subsidiary or other Person is required
         to repay as soon as practicable from available cash collections less
         amounts required to be established as reserves pursuant to contractual
         agreements with entities that are not Affiliates of the Company entered
         into as part of a Qualified Receivables Transaction; and

(11)     other Investments in any Person other than HF Holdings or an Affiliate
         of HF Holdings that is not also a Subsidiary of the Company having an
         aggregate fair market value (measured on the date each such Investment
         was made and without giving effect to subsequent changes in value),
         when taken together with all other Investments made pursuant to this
         clause (11) that are at the time outstanding not to exceed $ 10.0
         million.

         "Permitted Liens" means:

(1)      Liens on all assets of the Company or any Subsidiary securing Senior
         Debt;

(2)      Liens in favor of the Company or the Guarantors;

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

(4)      Liens on property existing at the time of acquisition of the property
         by the Company or any Subsidiary of the Company, provided that such
         Liens were in existence prior to the contemplation of such acquisition;

                                       14

<PAGE>

(5)      Liens to secure the performance of statutory obligations, surety or
         appeal bonds, performance bonds or other obligations of a like nature
         incurred in the ordinary course of business (including, without
         limitation, landlord liens on lease properties);

(6)      Liens to secure Indebtedness (including Capital Lease Obligations)
         permitted by Section 4.09(b)(4) hereof covering only the assets
         acquired with such Indebtedness;

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

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

(9)      Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse
         Debt of Unrestricted Subsidiaries;

(10)     carriers' warehousemen's, mechanics', landlords', materialmen's,
         repairmen's or other like liens arising in the ordinary course of
         business in respect of obligations not overdue for a period in excess
         of 60 days or which are being contested in good faith by appropriate
         proceedings promptly instituted and diligently prosecuted; provided
         that any reserve or other appropriate provisions as shall be required
         to conform with GAAP shall have been made therefore;

(11)     easements, right-of-way, zoning and similar restrictions and other
         similar encumbrances or title defects incurred, or leases or subleases
         granted to others, in the ordinary course of business, which do not in
         any case materially detract from the value of the property subject
         thereto or do not interfere with, or adversely affect in any material
         respect, the ordinary conduct of the business of the Company and its
         Restricted Subsidiaries taken as a whole;

(12)     liens in favor of customs and revenue authorities to secure payment of
         custom duties in connection with the importation of goods in the
         ordinary course of business and other similar liens arising in the
         ordinary course of business;

(13)     leases or subleases granted to third persons not interfering with the
         ordinary course of business of the Company or any of its Restricted
         Subsidiaries;

(14)     liens (other than any Lien imposed by ERISA or any rule or regulation
         promulgated thereunder) incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance, and other types of social security;

(15)     deposits, in an aggregate amount not to exceed $250,000, made in the
         ordinary course of business to secure liability to insurance carriers;

(16)     any attachment or judgment Lien not constituting an Event of Default
         under Section 6.01(6) hereof;

(17)     any interest or title of a lessor or sublessor under any operating
         lease;

(18)     liens arising solely by virtue of any statutory, contractual or common
         law provisions relating to banker's liens, right of set-off or similar
         rights and remedies as to deposit accounts or other funds maintained
         with a depositary institution; provided that:

                                       15

<PAGE>

       (a)  such deposit account is not a dedicated cash collateral account and
            is not subject to restrictions against access by the Company or the
            issuer, as applicable, in excess of those set forth by regulations
            promulgated by the Federal Reserve Board of the United States or
            other applicable governmental or banking regulatory authority; and

       (b)  such deposit account is not intended by the Company or any of its
            Restricted Subsidiaries to provide collateral to the depositary
            institution;

(19)   liens under any title retention agreement entered into in the ordinary
       course of business;

(20)   liens arising under Uniform Commercial Code financing statement filings
       regarding operating leases entered into by the Company and its Restricted
       Subsidiaries in the ordinary course of business;

(21)   Liens on assets of the Company or a Receivables Subsidiary incurred in
       connection with a Qualified Receivables Transaction;

(22)   Liens on assets of Foreign Subsidiaries; and

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

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

(1)    the principal amount (or accreted value, if applicable) or, in the case
       of a Credit Facility, the committed amount of such Permitted Refinancing
       Indebtedness does not exceed the principal amount (or accreted value, if
       applicable) or, in the case of a Credit Facility, the committed amount of
       the Indebtedness so extended, refinanced, renewed, replaced, defeased or
       refunded (plus all accrued interest on such Indebtedness and the amount
       of all expenses and premiums incurred in connection with such extension,
       refinancing, renewal, replacement, defeasement or refund);

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

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

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

                                       16

<PAGE>

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

     "Principals" means Bain Capital, LLC and its affiliates and Credit
Suisse First Boston Corporation and its affiliates and the collective parties to
the Stockholders Agreement or the LLC Agreement.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(1)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Restricted Subsidiaries
pursuant to which the Company or any of its Restricted Subsidiaries sells,
conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a
transfer by the Company or any of its Restricted Subsidiaries) and (ii) any
other Person (in the case of a transfer by a Receivables Subsidiary), or grants
a security interest in, any accounts receivable (whether now existing or arising
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, all contracts and all guarantees or other obligations
in respect of such accounts receivable, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.

     "Quebec Guarantor" means ICON du Canada Inc., a corporation incorporated in
the Province of Quebec, Canada.

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

     "Receivables Subsidiary" means a Subsidiary of the Company which engages in
no activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of the Company as a
Receivables Subsidiary (a) no portion of the Indebtedness or any other
Obligations (contingent or otherwise) of which (i) is guaranteed by the Company
or any of its Restricted Subsidiaries (excluding guarantees of Obligations
(other than the principal of, and interest on, Indebtedness) pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates the Company or any of its
Restricted Subsidiaries in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction or (iii)
subjects any property or asset of the Company or any of its Restricted
Subsidiaries (other than accounts receivable and related assets as provided in
the definition of "Qualified Receivables Transaction"), directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction, (b) with which neither the Company nor any of its Restricted
Subsidiaries 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 who are
not Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable and (c) with which
neither the Company nor any of its Restricted Subsidiaries has any obligation to
maintain or preserve such Subsidiary's financial condition or cause such
Subsidiary to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Company will be evidenced to the trustee by
filing with the trustee a certified copy of the resolution of the Board of
Directors of the Company giving effect to such designation and an officers'
certificate certifying that such designation complied with the foregoing
conditions.

                                       17

<PAGE>

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of April 9, 2002, among the Company, the Guarantors and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the
Guarantors and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes.

     "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 A1 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 Restricted Period.

     "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto 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" means:

(1)  any controlling stockholder, 80% (or more) owned Subsidiary, or immediate
     family member (in the case of an individual) of any Principal; or

(2)  any trust, corporation, partnership or other entity, the beneficiaries,
     stockholders, partners, owners or Persons beneficially holding an 80% or
     more controlling interest of which consist of any one or more Principals
     and/or such other Persons referred to in the immediately preceding clause
     (1).

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Department 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 and who shall here direct responsibility
for the administration of this Indenture.

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

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

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

                                       18

<PAGE>

     "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 the Securities Act.

     "SEC" means the Securities and Exchange Commission.

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

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

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

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

     "Stockholders Agreement" means that certain Stockholders Agreement by and
among certain common equity stockholders of HF Investment Holdings, LLC,
including Credit Suisse First Boston Corporation, affiliates of Bain Capital,
LLC and certain other persons listed therein, as in effect on the date of this
Indenture; provided, however, that such Stockholders Agreement may be amended
from time to time if after giving effect to such amendment Credit Suisse First
Boston Corporation and its affiliates and Bain Capital, LLC and its affiliates
Beneficially Own more than 50% of the common equity of HF Holdings subject to
the Stockholders Agreement.

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

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

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

     "Subsidiary Guarantee" means, the Guarantee, whether direct or indirect, by
each Guarantor of the Company's payment obligations under this Indenture and the
Notes, executed pursuant to the terms of this Indenture.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

                                       19

<PAGE>

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

     "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A1 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 Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

(1)  has no Indebtedness other than Non-Recourse Debt;

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

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

(4)  has not guaranteed or otherwise directly or indirectly provided credit
     support for any Indebtedness of the Company or any of its Restricted
     Subsidiaries; and

(5)  has at least one director on its Board of Directors that is not a director
     or executive officer of the Company or any of its Restricted Subsidiaries
     and has at least one executive officer that is not a director or executive
     officer of the Company or any of its Restricted Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company shall be in default of
such covenant. The Board of Directors of the Company may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under the covenant described under Section 4.09, calculated on a
pro forma basis as if such designation had occurred at the beginning of the
four-quarter reference period; and (2) no Default or Event of Default would be
in existence following such designation.

                                       20

<PAGE>

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

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

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

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

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

     "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person
all of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more Wholly Owned Subsidiaries of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.

Section 1.02  Other Definitions.

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

     "Affiliate Transaction" ................................     4.11
     "Asset Sale Offer" .....................................     3.09
     "Authentication Order" .................................     2.02
     "Change of Control Offer" ..............................     4.15
     "Change of Control Payment" ............................     4.15
     "Change of Control Payment Date" .......................     4.15
     "Covenant Defeasance" ..................................     8.03
     "Designated Senior Debt" ...............................    10.02
     "DTC" ..................................................     2.03
     "Event of Default" .....................................     6.01
     "Excess Proceeds" ......................................     4.10
     "incur" ................................................     4.09
     "Legal Defeasance" .....................................     8.02
     "Offer Amount" .........................................     3.09
     "Offer Period" .........................................     3.09
     "Paying Agent" .........................................     2.03
     "Permitted Debt" .......................................     4.09
     "Permitted Junior Securities" ..........................    10.02
     "Purchase Date" ........................................     3.09
     "Registrar" ............................................     2.03
     "Representative" .......................................    10.02
     "Restricted Payments" ..................................     4.07
     "Senior Debt" ..........................................    10.02

Section 1.03  Incorporation by Reference of Trust Indenture Act.

                                       21

<PAGE>

     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 Subsidiary Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Subsidiary 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) "will" shall be interpreted to express a command;

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

               (7) references to sections of or rules under the Securities Act
          will 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
will be substantially in the form of Exhibit A1 hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will 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 will constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery

                                       22

<PAGE>

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 will be substantially in the
form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

     (c)  Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will 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 Bank, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Restricted Period will be terminated
upon the receipt by the Trustee of:

          (1) a written certificate from the Depositary, together with copies of
     certificates from Euroclear and Clearstream Bank 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 Restricted 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(b)
     hereof); and

          (2) an Officers' Certificate from the Company.

     Following the termination of the Restricted Period, beneficial interests in
the Regulation S Temporary Global Note will 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 will 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.

          (3) Euroclear and Clearstream Procedures Applicable. The provisions of
     the "Operating Procedures of the Euroclear System" and "Terms and
     Conditions Governing Use of Euroclear" and the "General Terms and
     Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream
     will 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 Clearsteam.

                                       23

<PAGE>

Section 2.02   Execution and Authentication.

     Two Officers must sign the Notes for the Company by manual or facsimile
signature.

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

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

     The Trustee will, upon receipt of a written order of the Company signed by
two Officers (an "Authentication Order"), authenticate Notes for original issue
up to the aggregate principal amount set forth in such Authentication Order. The
aggregate principal amount of Notes outstanding at any time may not exceed the
aggregate amount of Notes authenticated for original issue pursuant to all
Authentication Orders issued by the Company, except as provided in Section 2.07
hereof.

     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 will 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"). The Registrar
will keep a register of the Notes and of their transfer and exchange. 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 will 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 Custodian with respect to the Global Notes.

Section 2.04   Paying Agent to Hold Money in Trust.

     The Company will 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 or Additional Interest, if any, or interest 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) will
have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it will segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon

                                       24

<PAGE>

any bankruptcy or reorganization proceedings relating to the Company, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05  Holder Lists.

     The Trustee will 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 (S) 312(a). If the Trustee is not the
Registrar, the Company will 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 (S) 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, or by 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:

          (1) 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
     120 days after the date of such notice from the Depositary; or

          (2) 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
     Restricted Period and (y) the receipt by the Registrar of any certificates
     required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

     Upon the occurrence of either of the preceding events in (1) or (2) 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 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

     (b)  Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will 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 will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (1) 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

                                       25

<PAGE>

beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided,
however, that prior to the expiration of the Restricted Period, transfers of
beneficial interests in the Regulation S Temporary 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 Purchasers). 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)(1).

     (2)  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)(1) above, the transferor of such
beneficial interest must deliver to the Registrar either:

               (A) both:

                       (i)  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

                       (ii) instructions given in accordance with the Applicable
               Procedures containing information regarding the Participant
               account to be credited with such increase; or

               (B) both:

                       (i)  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

                       (ii) 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 (A) the expiration of the Restricted Period
               and (B) 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) hereof, the requirements of this Section 2.06(b)(2) 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)
               hereof.

     (3)  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

                                       26

<PAGE>

     in the form of a beneficial interest in another Restricted Global Note if
     the transfer complies with the requirements of Section 2.06(b)(2) 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 Permanent Global Note, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof; and

                   (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, certificates and Opinion of Counsel required by item
          (3) thereof, if applicable.

          (4) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(2) 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 that it is not (i) a
          Broker-Dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) 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 Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

                   (D) the Registrar receives the following:

                         (i) 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
                   hereto, including the certifications in item (1)(a) thereof;
                   or

                         (ii) 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
                   hereto, including the certifications in item (4) thereof;

                                       27

<PAGE>

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to 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.

     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 an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred 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.

               (1) 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 hereto, including the
               certifications in item (2)(a) thereof;

                         (B) if such beneficial interest is being transferred to
               a QIB in accordance with Rule 144A, a certificate to the effect
               set forth in Exhibit B hereto, 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, a certificate to the effect set forth in
               Exhibit B hereto, 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, a certificate to
               the effect set forth in Exhibit B hereto, 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 hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable; or

                         (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 hereto, including the
               certifications in item (3)(b) thereof,

                                       28

<PAGE>

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, 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 Restricted Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(1) 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 Restricted
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Restricted Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.

          (2) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, 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 (A) the
     expiration of the Restricted Period and (B) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(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.

          (3) 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 (i) a
          Broker-Dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) 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 Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

                    (D) the Registrar receives the following:

                         (i) 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 hereto, including the certifications
                    in item (1)(b) thereof; or

                         (ii) 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 hereto, including the certifications in item
                    (4) thereof;

                                       29

<PAGE>

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to 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.

          (4) 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)(2) hereof, the Trustee will cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee
will 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)(4) will
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant. The Trustee will 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)(4) will
not bear the Private Placement Legend.

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

          (1)  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 hereto,
          including the certifications in item (2)(b) thereof;

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

                   (C) if such Restricted Definitive Note is being transferred
          to a Non-U.S. Person in an offshore transaction in accordance with
          Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit
          B hereto, 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, a certificate to the
          effect set forth in Exhibit B hereto, 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

                                       30

<PAGE>

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

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

                  the Trustee will 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.

                  (2) 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 (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) 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 Broker-Dealer pursuant
                  to the Exchange Offer Registration Statement in accordance
                  with the Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                          (i)  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 hereto, including the
                      certifications in item (1)(c) thereof; or

                          (ii) 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 hereto, including the
                      certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to 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

                                       31

<PAGE>

          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)(2), the Trustee will cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (3) 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 will 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 (2)(B), (2)(D) or
     (3) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company will issue and, upon receipt of an Authentication Order
     in accordance with Section 2.02 hereof, the Trustee will 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 will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

          (1) 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 such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (1) thereof;

               (B) 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, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (2)
          thereof; and

               (C) 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, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(a) thereof;

               (D) if such Restricted Definitive Note is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the

                                       32

<PAGE>

                  Securities Act other than those listed in subparagraphs (A)
                  through (C) above, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications, certificates
                  and Opinion of Counsel required by item (3) thereof, if
                  applicable; or

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

                  (2) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or 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 (i) a
                  broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) 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 Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                         (i)  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 hereto, including the certifications in
                      item (1)(d) thereof; or

                         (ii) 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 hereto, including the certifications in item (4)
                      thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to 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.

                  (3) 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.

                                       33

<PAGE>

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate:

          (1) 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 into the Exchange Offer by Persons that
     certify in the applicable Letters of Transmittal that (A) they are not
     Broker-Dealers, (B) they are not participating in a distribution of the
     Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of
     the Company; and

          (2) Unrestricted 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 will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

     (g) Legends. The following legends will 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.

          (1) 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 SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS
SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE."

                                       34

<PAGE>

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
          (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof) will not bear the
          Private Placement Legend.

          (2) Global Note Legend. Each Global Note will 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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) 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.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

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

"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 will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an

                                       35

<PAGE>

endorsement will 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 will be increased accordingly and an endorsement will 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.

               (1) To permit registrations of transfers and exchanges, the
          Company will execute and the Trustee will authenticate Global Notes
          and Definitive Notes upon receipt of an Authentication Order in
          accordance with Section 2.02 or at the Registrar's request.

               (2) No service charge will be made to a Holder of 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 hereof). The Registrar
          will not be required to register the transfer of or exchange any Note
          selected for redemption in whole or in part, except the unredeemed
          portion of any Note being redeemed in part.

               (3) All Global Notes and Definitive Notes issued upon any
          registration of transfer or exchange of Global Notes or Definitive
          Notes will 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.

               (4) The Company will not be required:

                    (A) to issue, to register the transfer of or to exchange any
               Notes during a period beginning at the opening of business 15
               days before the day of any selection of Notes for redemption
               under Section 3.02 hereof and ending at the close of business on
               the day of selection;

                    (B) to register the transfer of or to exchange any Note
               selected for redemption in whole or in part, except the
               unredeemed portion of any Note being redeemed in part; or

                    (C) to register the transfer of or to exchange a Note
               between a record date and the next succeeding interest payment
               date.

               (5) 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.

               (6) The Trustee will authenticate Global Notes and Definitive
          Notes in accordance with the provisions of Section 2.02 hereof.

               (7) 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.

                                       36

<PAGE>

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 will issue and the Trustee, upon receipt of an
Authentication Order, will 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 expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and will
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 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

     If a Note is replaced pursuant to Section 2.07 hereof, 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
hereof, 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 will
be deemed to be no longer outstanding and will 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 indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will 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 an Authentication Order, will
authenticate temporary Notes. Temporary Notes will be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

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<PAGE>

     Holders of temporary Notes will 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 will forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no
one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will dispose of canceled
Notes (subject to the record retention requirement of the Exchange Act). 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 will 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 hereof. The Company will 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 will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may 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) will 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.

                                   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 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

               (1) the clause of this Indenture pursuant to which the redemption
               shall occur;

               (2) the redemption date;

               (3) the principal amount of Notes to be redeemed; and

               (4) the redemption price.

Section 3.02   Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

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

          (2) if the Notes are not listed on any national securities exchange,
     on a pro rata basis, by lot or by such method as the Trustee shall deem
     fair and appropriate.

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<PAGE>

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

     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03   Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will 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, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 12 of this Indenture.

     The notice will identify the Notes to be redeemed (including the CUSIP
numbers) and will state:

          (1) the redemption date;

          (2) the redemption price;

          (3) 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 will be issued upon cancellation of the
     original Note;

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

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

          (6) 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;

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

          (8) 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 request, the Trustee will give the notice of redemption in
the Company's name and at its expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days

                                       39

<PAGE>

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 hereof,
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 or Purchase Price.

     One Business Day prior to the redemption or purchase price date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Additional
Interest, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will 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 or purchase price of, and accrued
interest and Additional Interest, if any, on, all Notes to be redeemed or
purchased.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased 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 or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase 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
hereof.

Section 3.06   Notes Redeemed or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Company
will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07   Optional Redemption.

     (a) At any time prior to April 1, 2005, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price of 111.25% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, to
the redemption date, with the net cash proceeds of one or more Equity Offerings,
provided that:

          (1) at least 65% of the aggregate principal amount of Notes issued
     under this Indenture remains outstanding immediately after the occurrence
     of such redemption (excluding Notes held by the Company and its
     Subsidiaries); and

          (2) the redemption occurs within 90 days of the date of the closing of
     such Equity Offering.

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<PAGE>

    (b) Except pursuant to the preceding paragraph, the Notes may not be
redeemed at the option of the Company prior to April 1, 2007.

    (c) After April 1, 2007, the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest, and Additional Interest, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April 1
of the years indicated below:

    Year                                                           Percentage
    ----                                                           ----------
    2007 ........................................................       105.6
    2008 ........................................................       103.7
    2009 ........................................................       101.8
    2010 and thereafter .........................................     100.000%

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

    (e) In the event that the Company is required to commence a Change of
Control Offer to all Holders to purchase Notes, it will follow the procedures
specified in Section 4.15.

Section 3.08   Mandatory Redemption.

    The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09   Offer to Purchase by Application of Excess Proceeds.

    In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

    The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the "Offer Period"). No later than three Business Days after the
termination of the Offer Period (the "Purchase Date"), the Company will apply
all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than
the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will 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, and
Additional Interest, if any, will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

    Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

                                       41

<PAGE>

        (1)  that the Asset Sale Offer is being made pursuant to this Section
    3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
    will remain open;

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

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

        (4)  that, unless the Company defaults in making such payment, any Note
    accepted for payment pursuant to the Asset Sale Offer will cease to accrue
    interest after the Purchase Date;

        (5)  that Holders electing to have a Note purchased pursuant to an Asset
    Sale Offer may elect to have Notes purchased in integral multiples of $1,000
    only;

        (6)  that Holders electing to have a Note purchased pursuant to any
    Asset Sale Offer will be required to surrender the Note, with the form
    entitled "Option of Holder to Elect Purchase" on the reverse of the Note
    completed, 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;

        (7)  that Holders will 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;

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

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

    On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
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, will 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 will promptly issue a new Note, and the
Trustee, upon written request from the Company will 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
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

                                       42

<PAGE>

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

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01   Payment of Notes.

        The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Additional Interest, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Additional Interest, if any will 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, premium, if any, and interest then due. The Company will 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 will 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 will 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.

Section 4.02   Maintenance of Office or Agency.

        The Company will 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 for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will 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
fails to maintain any such required office or agency or fails 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 will 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 will 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
hereof.

Section 4.03   Reports.

        (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

                                       43

<PAGE>

        (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"
     and, with respect to the annual information only, a report on the annual
     financial statements 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.

        If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

     In addition, following the consummation of the Exchange Offer contemplated
Company will file a copy of all of the information and reports referred to in
clauses (1) and (2) above 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 will at all times comply
with TIA (S) 314(a).

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

Section 4.04   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 120 days after
the end of each fiscal year, an Officers' Certificate (one of the signatories of
which is the chief executive officer, chief financial officer or chief
accounting officer) 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 has 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.

     (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 hereof or, if any such

                                       44

<PAGE>

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) So long as any of the Notes are outstanding, the Company shall
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   Taxes.

        The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
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 will 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
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07   Restricted Payments.

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

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

(2)     purchase, redeem or otherwise acquire or retire for value (including,
        without limitation, in connection with any merger or consolidation
        involving the Company) any Equity Interests of the Company or any
        direct or indirect parent of the Company;

(3)     make any payment on or with respect to, or purchase, redeem, defease or
        otherwise acquire or retire for value any Indebtedness that is
        subordinated to the Notes or the Subsidiary Guarantees, except a
        payment of interest or principal at the Stated Maturity thereof; or

(4)     make any Restricted Investment (all such payments and other actions set
        forth in these clauses (1) through (4) above being collectively referred
        to as "Restricted Payments"),

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unless, at the time of and after giving effect to such Restricted Payment:

(1)  no Default or Event of Default has occurred and is continuing or would
     occur as a consequence of such Restricted Payment; and

(2)  the Company would, at the time of such Restricted Payment and after giving
     pro forma effect thereto as if such Restricted Payment had been made at the
     beginning of the applicable four-quarter period, have been permitted to
     incur at least $1.00 of additional Indebtedness pursuant to the Fixed
     Charge Coverage Ratio test set forth in the first paragraph of Section 4.09
     hereof; and

(3)  such Restricted Payment, together with the aggregate amount of all other
     Restricted Payments made by the Company and its Restricted Subsidiaries
     after the date of this Indenture (excluding Restricted Payments permitted
     by clauses (2), (3), (4), (6), (7) and (8) of Section 4.07(b) hereof), is
     less than the sum, without duplication, of:

                    (a)  50% of the Consolidated Net Income of the Company for
               the period (taken as one accounting period) from the beginning of
               the first fiscal quarter commencing after the date of this
               Indenture to the end of the Company's most recently ended fiscal
               quarter for which internal financial statements are available at
               the time of such Restricted Payment (or, if such Consolidated Net
               Income for such period is a deficit, less 100% of such deficit),
               plus

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

                    (c)  to the extent that any Restricted Investment that was
               made after the date of this Indenture is sold for cash or
               otherwise liquidated or repaid for cash, the lesser of (i) the
               cash return of capital with respect to such Restricted Investment
               (less the cost of disposition, if any) and (ii) the initial
               amount of such Restricted Investment, plus

                    (d)  to the extent that any of the Unrestricted
               Subsidiaries is redesignated as a Restricted Subsidiary after the
               date of this Indenture, the fair market value of the Company's
               Investment in such Subsidiary as of the date of such
               redesignation.

     (b)  So long as no Default has occurred and is continuing or would be
caused thereby, the provisions of Section 4.07(a) will not prohibit:

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

(2)  the redemption, repurchase, retirement, defeasance or other acquisition of
     any subordinated Indebtedness of the Company or any Guarantor or of any
     Equity Interests of the Company in exchange for, or out of the net cash
     proceeds of the substantially concurrent sale (other than to a Subsidiary
     of the Company) of, Equity Interests of the Company (other than
     Disqualified Stock); provided that the amount of any such net cash proceeds
     that are utilized for any such redemption,

                                       46

<PAGE>

     repurchase, retirement, defeasance or other acquisition shall be excluded
     from clause (3)(b) of the preceding paragraph;

(3)  the defeasance, redemption, repurchase or other acquisition of subordinated
     Indebtedness of the Company or any Guarantor with the net cash proceeds
     from an incurrence of Permitted Refinancing Indebtedness;

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

(5)  the repurchase, redemption or other acquisition or retirement for value of
     any Equity Interests of the Company or any Restricted Subsidiary of the
     Company held by any member of the Company's (or any of its Subsidiaries')
     current or former employees, officers or directors pursuant to any
     management equity subscription agreement, stock option agreement,
     employment agreement, severance agreement, employee benefits plan or
     similar agreement or plan; provided that the aggregate price paid for all
     such repurchased, redeemed, acquired or retired Equity Interests may not
     exceed $5.0 million;

(6)  repurchases of Equity Interests deemed to occur upon exercise of stock
     options if those Equity Interests represent a portion of the exercise price
     of those options;

(7)  distributions to a parent corporation for administrative expenses in an
     amount not to exceed $500,000 in any fiscal year;

(8)  cash dividends to a parent corporation in amounts required for that parent
     corporation to pay any federal, state or local income taxes to the extent
     that such income taxes are directly attributable to the income of the
     Company and its Subsidiaries; and

(9)  other Restricted Payments in an amount not to exceed $5.0 million.

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this covenant shall be
determined by the Board of Directors whose resolution with respect thereto shall
be delivered to the Trustee. The Board of Directors' determination must be based
upon an opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if the fair market value exceeds $5.0 million.
Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this Section 4.08 were computed, together with a copy of any
fairness opinion or appraisal required by this Indenture.

Section 4.08  Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

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

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<PAGE>

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

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

     (b)  The restrictions in Section 4.08(a) will not apply to encumbrances or
restrictions existing under or by reason of:

(1)  agreements governing Existing Indebtedness and Credit Facilities as in
     effect on the date of this Indenture and any amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings of those agreements, provided that the amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacement or refinancings are no more restrictive, taken as a whole, with
     respect to such dividend and other payment restrictions than those
     contained in those agreements on the date of this Indenture;

(2)  this Indenture, the Notes and the Subsidiary Guarantees;

(3)  applicable law;

(4)  any instrument governing Indebtedness or Capital Stock of a Person acquired
     by the Company or any of its Restricted Subsidiaries as in effect at the
     time of such acquisition (except to the extent such Indebtedness or Capital
     Stock was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired, provided that, in the
     case of Indebtedness, such Indebtedness was permitted by the terms of this
     Indenture to be incurred;

(5)  customary non-assignment provisions in contracts or leases entered into in
     the ordinary course of business and consistent with past practices;

(6)  purchase money obligations for property acquired in the ordinary course of
     business that impose restrictions on that property of the nature described
     in clause (3) of Section 4.08(a);

(7)  any agreement for the sale or other disposition of the Capital Stock or
     assets of a Restricted Subsidiary that restricts distributions by that
     Restricted Subsidiary pending the closing of such sale or other
     disposition;

(8)  Permitted Refinancing Indebtedness, provided that the restrictions
     contained in the agreements governing such Permitted Refinancing
     Indebtedness are no more restrictive, taken as a whole, than those
     contained in the agreements governing the Indebtedness being refinanced;

(9)  Liens securing Indebtedness otherwise permitted to be incurred under
     Section 4.12 that limit the right of the debtor to dispose of the assets
     subject to such Liens;

(10) provisions with respect to the disposition or distribution of assets or
     property in joint venture agreements, assets sale agreements, stock sale
     agreements and other similar agreements entered into in the ordinary course
     of business;

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

(12) agreements not described in clause (1) in effect on the date of this
     Indenture;

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<PAGE>

(13) covenants in agreements relating to the Indebtedness of Foreign
     Subsidiaries;

(14) Indebtedness or other contractual requirements of a Receivables Subsidiary
     in connection with a Qualified Receivables Transaction, provided that such
     restrictions apply only to such Receivables Subsidiary; and


(15) any amendments to any of the foregoing that, when taken as a whole, are not
     more restrictive than those contained in the agreement being amended.


Section 4.09  Incurrence of Indebtedness and Issuance of Preferred Stock.

     (a)  The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt), and the
Company shall, and shall not permit any of the Guarantors to, issue any
Disqualified Stock and will not permit any of its Subsidiaries that do not
guarantee the Notes to issue any shares of preferred stock; provided, however,
that the Company and any Guarantor may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued would
have been at least (a) 2.25 to 1.0, if such incurrence or issuance is on or
prior to April 1, 2004 or (b) 2.50 to 1.0, if such incurrence or issuance is
after April 1, 2004, in each case, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period;

     (b)  The provisions of Section 4.09(a) will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)  the incurrence by the Company and any Guarantor of additional Indebtedness
     and letters of credit under Credit Facilities in an aggregate principal
     amount at any one time outstanding under this clause (1)(with letters of
     credit being deemed to have a principal amount equal to the maximum
     potential liability of the Company and its Subsidiaries thereunder) not to
     exceed the greater of (x) $235.0 million (provided that such amount shall
     be reduced to the extent of any reduction or elimination of any commitment
     under any Credit Facility resulting from or relating to the formation of
     any Receivables Subsidiary or the consummation of any Qualified Receivables
     Transaction and shall thereafter be increased to an amount not greater than
     $235.0 million to the extent of any increase in the commitment under any
     Credit Facility resulting from or relating to the termination of any
     Qualified Receivables Transaction or the elimination of any Receivables
     Subsidiary) or (y) the amount of the Borrowing Base as of the date of such
     incurrence;

(2)  the incurrence by the Company and its Restricted Subsidiaries of the
     Existing Indebtedness;

(3)  the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Subsidiary Guarantees to be issued
     on the date of this Indenture and the Exchange Notes and the related
     Subsidiary Guarantees to be issued pursuant to the Registration Rights
     Agreement;

(4)  the incurrence by the Company or any of its Restricted Subsidiaries of
     Indebtedness (including, without limitation, Capital Lease Obligations)
     incurred for the purpose of financing all or any part

                                       49

<PAGE>

     of the purchase price or cost of construction or improvement of property,
     plant or equipment used in the business of the Company or such Restricted
     Subsidiary, in an aggregate principal amount, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (4), not to exceed $10.0
     million at any time outstanding;

(5)  the incurrence by the Company or any of its Restricted Subsidiaries of
     Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
     which are used to refund, refinance or replace Indebtedness (other than
     intercompany Indebtedness) that was permitted by this Indenture to be
     incurred under this Section 4.09(a) or clauses (2), (3), (4), (5), (10) or
     (13) of this Section 4.09(b);

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

               (a)  if the Company or any Guarantor is the obligor on such
          Indebtedness, such Indebtedness must be expressly subordinated to the
          prior payment in full in cash of all Obligations with respect to the
          Notes, in the case of the Company, or the Subsidiary Guarantee (other
          than in the case of intercompany Indebtedness of a Guarantor to the
          Company), in the case of a Guarantor except to the extent such Notes
          are pledged as collateral for Senior Debt; and

               (b)  (i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than the Company or a Restricted Subsidiary of the Company 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;
          will 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)  the incurrence by the Company or any of its Restricted Subsidiaries of
     Hedging Obligations in the ordinary course of business or to the extent
     required under the Credit Facilities;

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

(9)  the incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse
     Debt, provided, however, that if any such Indebtedness ceases to be
     Non-Recourse Debt of an Unrestricted Subsidiary, such event will be deemed
     to constitute an incurrence of Indebtedness by a Restricted Subsidiary of
     the Company that was not permitted by this clause (9);

(10) the incurrence by the Company or any Restricted Subsidiary of Indebtedness
     arising from agreements of the Company or any Restricted Subsidiary
     providing for indemnification, adjustment of purchase price or similar
     obligations, in each case, incurred or assumed in connection with the
     disposition of any business, assets or a Subsidiary, other than guarantees
     of Indebtedness incurred by any Person acquiring all or any portion of such
     business, assets or Subsidiary for the purpose of financing such
     acquisition; provided, however, that (i) such Indebtedness is not reflected
     on the balance sheet of the Company or any Restricted Subsidiary
     (contingent obligations referred to in a footnote or footnotes to financial
     statements and not

                                       50

<PAGE>

     otherwise reflected on the balance sheet shall not be deemed to be
     reflected on such balance sheet for purposes of this clause (i)) and (ii)
     the maximum assumable liability in respect of such Indebtedness shall at no
     time exceed the gross proceeds, including noncash proceeds (the fair market
     value of such noncash proceeds being measured at the time received and
     without giving effect to any subsequent changes in value), actually
     received by the Company and/or the Restricted Subsidiary in connection with
     such disposition;

(11) the incurrence by any Foreign Subsidiaries of the Company in an aggregate
     principal amount (or accreted value, as applicable) at any time outstanding
     including all Permitted Refinancing Indebtedness incurred to refund,
     refinance or replace any Indebtedness incurred pursuant to this clause
     (11), not to exceed $10.0 million;

(12) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified
     Receivables Transaction that is without recourse to the Company or to any
     other Restricted Subsidiary of the Company or their assets (other than such
     Receivables Subsidiary and its assets and, as to the Company or any of its
     Restricted Subsidiaries, other than pursuant to representations,
     warranties, covenants and indemnities customary for such transactions) and
     is not guaranteed by any such Person; and

(13) the incurrence by the Company or any of the Guarantors of additional
     Indebtedness in an aggregate principal amount (or accreted value, as
     applicable) at any time outstanding, including all Permitted Refinancing
     Indebtedness incurred to refund, refinance or replace any Indebtedness
     incurred pursuant to this clause (13), not to exceed $7.0 million.

     The accrual of interest, the 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
Stock in the form of additional shares of the same class of Disqualified Stock
shall not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock for purposes of this Section 4.09; provided, in each such
case, that the amount thereof is included in Fixed Charges of the Company as
accrued.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (13) above, or is
entitled to be incurred pursuant to this Section 4.09(a), the Company will, in
its sole discretion, be permitted to classify such item of Indebtedness on the
date of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09. Indebtedness
under Credit Facilities outstanding on the date on which Notes are first issued
and authenticated under this Indenture will be deemed to have been incurred on
such date in reliance on the exception provided by clause (1) of the definition
of Permitted Debt.

Section 4.10   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 Restricted Subsidiary, as the case may be) receives
     consideration at the time of the Asset Sale at least equal to the fair
     market value of the assets or Equity Interests issued or sold or otherwise
     disposed of;

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(2)  the fair market value is determined by the Company's Board of Directors and
     evidenced by a resolution of the Board of Directors set forth in an
     Officers' Certificate delivered to the Trustee; and

(3)  at least 75% of the consideration received in the Asset Sale by the Company
     or such Restricted Subsidiary is in the form of cash. For purposes of this
     provision, each of the following will be deemed to be cash:

               (a)  any liabilities, as shown on the Company's or such
          Restricted Subsidiary's most recent balance sheet, of the Company or
          any Restricted Subsidiary (other than contingent liabilities and
          liabilities that are by their terms subordinated to the Notes or any
          Subsidiary Guarantee) that are assumed by the transferee of any such
          assets pursuant to a customary novation agreement that releases the
          Company or such Restricted Subsidiary from further liability;

               (b)  any securities, notes or other obligations received by the
          Company or any such Restricted Subsidiary from such transferee that
          are converted within 30 days by the Company or such Restricted
          Subsidiary into cash, to the extent of the cash received in that
          conversion; and

               (c)  any payment of Senior Debt secured by the assets sold in the
          Asset Sale.

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company may apply those Net Proceeds at its option:

(1)  to repay Senior Debt and, if the Senior Debt repaid is revolving credit
     Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)  to acquire all or substantially all of the assets of, or a majority of the
     Voting Stock of, another Permitted Business;

(3)  to make capital expenditures;

(4)  to acquire other long-term assets that are used or useful in a Permitted
     Business; or

(5)  for any combination of clauses (1) through (4) above.

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

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $5.0 million within five business
days thereof, the Company will make an Asset Sale Offer to all Holders of Notes
and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets in
accordance with Section 3.09 hereof to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of principal amount plus accrued and unpaid interest and Additional Interest, if
any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess

                                       52

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Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis based on the principal amount of Notes and such other pari
passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds will be reset at zero.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 or 4.10 of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

Section 4.11  Transactions with Affiliates.

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

(1)  the Affiliate Transaction is on terms that are no less favorable to the
     Company or the relevant Restricted Subsidiary than those that would have
     been obtained in a comparable transaction by the Company or such Restricted
     Subsidiary with an unrelated Person; and

(2)  the Company delivers to the Trustee:

               (a)  with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $2.0 million, a resolution of the Board of Directors set
            forth in an Officers' Certificate certifying that such Affiliate
            Transaction complies with this Section 4.11 and that such Affiliate
            Transaction has been approved by a majority of the disinterested
            members of the Board of Directors; and

               (b)  with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $5.0 million, an opinion as to the fairness to the Holders
            of such Affiliate Transaction from a financial point of view issued
            by an accounting, appraisal or investment banking firm of national
            standing.

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

(1)  any employment agreement entered into by the Company or any of its
     Restricted Subsidiaries in the ordinary course of business and consistent
     with the past practice of the Company or such Restricted Subsidiary;

(2)  payment of fees, compensation, benefits, indemnities or similar payments
     and issuances of stock options to officers, directors and employees of the
     Company or any of its Restricted Subsidiaries in the ordinary course of
     business;

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<PAGE>

(3)  transactions between or among the Company and/or its Restricted
     Subsidiaries or transactions between a Receivables Subsidiary and any
     Person in which the Receivables Subsidiary has an Investment;

(4)  transactions with a Person that is an Affiliate of the Company solely
     because the Company owns an Equity Interest in, or controls, such Person;

(5)  payment of reasonable directors fees to Persons who are not otherwise
     Affiliates of the Company;

(6)  loans or advances by the Company or any of its Restricted Subsidiaries to
     employees of the Company or any of its Restricted Subsidiaries that are
     entered into in the ordinary course of business and that are approved by
     the Board of Directors of the Company; provided that the aggregate
     principal amount of all such loans or advances do not exceed $1.5 million
     at any one time outstanding;

(7)  sales of Equity Interests (other than Disqualified Stock) to Affiliates of
     the Company;

(8)  Restricted Payments that are permitted by Section 4.07 hereof;

(9)  transactions pursuant to the Stockholders Agreement;

(10) payments of fees and the reimbursement of expenses by the Company for
     management services pursuant to the management agreements, each dated
     September 27, 1999, with Bain Capital, LLC, Credit Suisse First Boston
     Corporation and Gary Stevenson and Scott Watterson, as such agreements may
     be amended from time to time; provided that such amendments do not contain
     modifications that are materially adverse to the Holders; and


(11) payments of rent and other expenses by the Company to FG Aviation, Inc.
     made pursuant to the aircraft lease agreement, dated February 8, 2002, as
     such agreement may be amended from time to time; provided that such
     amendments do not contain modifications that are materially adverse to the
     Holders.

Section 4.12  Liens.

     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind securing Indebtedness, Attributable Debt or trade payables on any asset now
owned or hereafter acquired, except Permitted Liens.

Section 4.13  Business Activities.

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

Section 4.14  Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

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          (1) its corporate existence, and the corporate, partnership or other
     existence of each of its Subsidiaries, in accordance with the respective
     organizational documents (as the same may be amended from time to time) of
     the Company or any such Subsidiary; and

          (2) the rights (charter and statutory), licenses and franchises of the
     Company and its 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 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
     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)  Upon the occurrence of a Change of Control, the Company will make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest on the Notes repurchased, if
any, to the date of purchase (the "Change of Control Payment"). Within thirty
days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered will be accepted for payment;

          (2) the purchase price and the purchase date, which shall be no
     earlier than 30 days and no later than 60 days from the date such notice is
     mailed (the "Change of Control Payment Date");

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

          (4) that, unless the Company defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer will cease to accrue interest after the Change of Control
     Payment Date;

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

          (6) that Holders will be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the second
     Business Day preceding the Change of Control Payment Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of Notes delivered for purchase, and a
     statement that such Holder is withdrawing his election to have the Notes
     purchased; and

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to $1,000 in
     principal amount or an integral multiple thereof.

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     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 those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such conflict.

     (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful and subject to the provisions set forth under Article 10:

               (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 of Notes properly
     tendered; and

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

     The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
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 new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

     Within 60 days following a Change of Control, the Company shall either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of Notes required by this Section 4.15. 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.

     The provisions described above that require the Company to make a Change of
Control Offer following a Change of Control will be applicable whether or not
any other provisions of this Indenture are applicable. Except as described above
with respect to a Change of Control, this Indenture does not contain provisions
that permit the Holders of the Notes to require that the Company repurchase or
redeem the Notes in the event of a takeover, recapitalization or similar
transaction.

     (c)  Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer.

Section 4.16   Anti-Layering

     The Company shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes. No Guarantor will incur, create, issue, assume,

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guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.

Section 4.17  Payments for Consent.

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

Section 4.18  Additional Subsidiary Guarantees.

     If the Company or any of its Subsidiaries acquires or creates another
Domestic Subsidiary (other than a Receivables Subsidiary) after the date of this
Indenture, then that newly acquired or created Domestic Subsidiary will become a
Guarantor and execute a supplemental indenture substantially in the form
attached as Exhibit F hereto and deliver an opinion of counsel and an officer's
certificate satisfactory to the Trustee within 10 Business Days of the date on
which it was acquired or created; provided, however, that any such Domestic
Subsidiary that has been properly designated as an Unrestricted Subsidiary in
accordance with this Indenture shall not be required to become a Guarantor so
long as it continues to constitute an Unrestricted Subsidiary.

Section 4.19  Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary properly designated will be deemed to
be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 or under one or more clauses of the definition of Permitted Investments, as
applicable, as determined by the Company. That designation will only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.
Any such Unrestricted Subsidiary properly designated to be a Restricted
Subsidiary will become a Guarantor and execute a supplemental indenture and
deliver an opinion of counsel satisfactory to the Trustee within 10 Business
Days of the date of such designation.

Section 4.20  Sale and Leaseback Transactions

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:

     (a)  the Company or that Restricted Subsidiary, as applicable, could have
(a) incurred Indebtedness in an amount equal to the Attributable Debt relating
to such sale and leaseback transaction under Section 4.09 and (b) incurred a
Lien to secure such Indebtedness pursuant to Section 4.12;

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     (b)  the gross cash proceeds of that sale and leaseback transaction are at
least equal to the fair market value, as determined in good faith by the Board
of Directors and set forth in an officers' certificate delivered to the Trustee,
of the property that is the subject of that sale and leaseback transaction; and

     (c)  the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with Section 4.10.

Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries
may enter into sale and leaseback transactions that in the aggregate amount do
not exceed $2.0 million in any twelve-month period without complying with the
above provisions.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01  Merger, Consolidation, or Sale of Assets.

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

(1)  either: (a) the Company is the surviving corporation; or (b) the Person
     formed by or surviving any such consolidation or merger (if other than the
     Company) or to which such sale, assignment, transfer, conveyance or other
     disposition has been made is a corporation organized or existing under the
     laws of the United States, any state of the United States or the District
     of Columbia;

(2)  the Person formed by or surviving any such consolidation or merger (if
     other than the Company) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition has been made assumes all the
     obligations of the Company under the Notes, this Indenture and the
     Registration Rights Agreement pursuant to a supplemental indenture or other
     agreements reasonably satisfactory to the Trustee;

(3)  immediately after such transaction no Default or Event of Default exists;
     and

(4)  the Company or the Person formed by or surviving any such consolidation or
     merger (if other than the Company), or to which such sale, assignment,
     transfer, conveyance or other disposition has been made shall, on the date
     of such transaction after giving pro forma effect thereto and any related
     financing transactions as if the same had occurred at the beginning of the
     applicable four-quarter period, be permitted to incur at least $1.00 of
     additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
     set forth in the first paragraph of Section 4.09.

     In addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 shall not apply to:

(1)  a sale, assignment, transfer, conveyance or other disposition of assets
     between or among the Company and any of the Guarantors;

(2)  a merger or consolidation of a Restricted Subsidiary into the Company; or

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(3)  the merger or consolidation of the Company into an affiliate of the Company
     consummated for the sole purpose of reincorporating in another jurisdiction
     under the laws of the United States, any state of the United States or the
     District of Columbia.

Section 5.02   Successor Corporation Substituted.

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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default.

     Each of the following is an "Event of Default":

          (1) the Company defaults for 30 days in the payment when due of
     interest on, or Additional Interest with respect to, the Notes, whether or
     not prohibited by the subordination provisions of this Indenture;

          (2) the Company defaults in the payment when due (at maturity, upon
     redemption or otherwise) of the principal of, or premium, if any, on the
     Notes, whether or not prohibited by the subordination provisions of this
     Indenture;

          (3) the Company or any of its Subsidiaries fails to comply with the
     provisions of Section 4.07, 4.15 or 5.01 hereof;

          (4) failure by the Company or any of its Subsidiaries for 30 days
     after notice to comply with the provisions of Section 4.09 or 4.10 hereof;"

          (5) the Company fails to observe or perform any other covenant,
     representation, warranty or other agreement in this Indenture or the Notes
     for 60 days after notice to the Company by the Trustee or the Holders of at
     least 25% in aggregate principal amount of the Notes then outstanding
     voting as a single class;

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

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               (A) is caused by a failure to pay principal of, or interest or
          premium, if any, on such Indebtedness prior to the expiration of the
          grace period provided in such Indebtedness on the date of such default
          (a "Payment Default"); or

               (B) results in the acceleration of such Indebtedness prior to its
          express maturity,
          and, in each case, the principal amount of any such Indebtedness,
          together with the principal amount of any other such Indebtedness
          under which there has been a Payment Default or the maturity of which
          has been so accelerated, aggregates $15.0 million or more;

          (7)  a final judgment or final judgments for the payment of money are
     entered by a court or courts of competent jurisdiction against the Company
     or any of its Significant Subsidiaries or any group of Subsidiaries that,
     taken as a whole, would constitute a Significant Subsidiary, which judgment
     or judgments are not paid, discharged or stayed for a period of 60 days;
     provided that the aggregate of all such undischarged judgments exceeds
     $15.0 million (net of applicable insurance which has not been denied in
     writing by the insurer); and

          (8)  the Company, any Restricted Subsidiary that is a Significant
     Subsidiary or any group of Restricted Subsidiaries that, taken together,
     would constitute a Significant Subsidiary pursuant to or within the meaning
     of Bankruptcy Law:

               (A) commences a voluntary case,

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

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

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

               (E) generally is not paying its debts as they become due; or

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

               (A) is for relief against the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary in an involuntary case;

               (B) appoints a custodian of the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary or for all or substantially
          all of the property of the Company or any of its Significant
          Subsidiaries or any group of Subsidiaries that, taken as a whole,
          would constitute a Significant Subsidiary; or

               (C) orders the liquidation of the Company or any of its
          Significant Subsidiaries or any group of Subsidiaries that, taken as a
          whole, would constitute a Significant Subsidiary;

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

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              (10) except as permitted by this Indenture, any Subsidiary
     Guarantee is held in any judicial proceeding to be unenforceable or invalid
     or shall cease for any reason to be in full force and effect or any
     Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
     disaffirm its obligations under its Subsidiary Guarantee.

Section 6.02  Acceleration.

     In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company or any Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary, all outstanding
Notes will become due and payable immediately without further action or notice.
If any other Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately by notice in writing to
the Trustee and the Company; provided that so long as any Indebtedness permitted
to be incurred pursuant to Credit Facilities shall be outstanding, such
acceleration shall not be effective until the earlier of (1) the acceleration of
such Indebtedness under Credit Facilities or (2) five business days after
receipt by the Company of written notice of such acceleration.

     Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without
further action or notice. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on
behalf of all of the Holders rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

     If an Event of Default occurs on or after April 1, 2007 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to April 1, 2007 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on April 1, as set forth below (expressed as a percentage of the
principal amount of the Notes on the date of payment that would otherwise be due
but for the provisions of this sentence):

     Year                                                      Percentage
     ----                                                      ----------
     2002 ..................................................     11.250%
     2003 ..................................................     10.125%
     2004 ..................................................      9.000%
     2005 ..................................................      7.875%
     2006 ..................................................      6.750%

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Section 6.03   Other Remedies.

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

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04   Waiver of Past Defaults.

     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);
provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. 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.

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:

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

               (2)  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;

               (3)  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;

               (4)  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

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               (5)  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.

Section 6.08   Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee 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 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.

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 hereof. 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 hereof 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 6, it shall pay
out the money in the following order:

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          First:  to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, 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 Holders of Notes for amounts due and unpaid on the Notes
     for principal, 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, premium and Additional
     Interest, if any and interest, respectively; and

          Third:  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.

Section 6.11   Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01   Duties of Trustee.

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

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

               (1)  the duties of the Trustee will be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

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

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

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

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

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

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

     (e)  No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

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

Section 7.02   Rights of Trustee.

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

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

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

     (d)  The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company will be sufficient if signed by an
Officer of the Company.

     (f)  The Trustee will 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 have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction.

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

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     (h)  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.

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

     (j)  The Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

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 any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04   Trustee's Disclaimer.

     The Trustee will 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 or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will 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.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Additional Interest, 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.

Section 7.06   Reports by Trustee to Holders of the Notes.

     (a)  Within 60 days after each March 15 beginning with the March 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA (S) 313(a) (but if no
event described in TIA (S) 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA (S) 313(b)(2). The Trustee will also transmit by mail all
reports as required by TIA (S) 313(c).

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

Section 7.07   Compensation and Indemnity.

     (a)  The Company will pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as
shall be agreed upon, in writing, by the Company and Trustee. The Trustee's
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will 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 will include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

     (b)  The Company and the Guarantor will indemnify the Trustee and any
predecessor trustee against any and all losses, liabilities, expenses, damages
or taxes (other than taxes based upon, measured by or determined by the income
of the Trustee.) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses 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, 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 will
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company will not relieve the Company or
any of the Guarantors of their obligations hereunder. The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the defense.
The Trustee may have separate counsel of its selection and the Company will pay
the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

     (c)  The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.

     (d)  To secure the Company's payment obligations in this Section 7.07, the
Trustee will 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 will survive the satisfaction and
discharge of this Indenture.

     (e)  When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof 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.

     (f)  The Trustee will comply with the provisions of TIA (S) 313(b)(2) to
the extent applicable.

Section 7.08   Replacement of Trustee.

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

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     (b)  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 a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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

               (2)  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;

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

               (4)  the Trustee becomes incapable of acting.

     (c)  If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will 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.

     (d)  If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction at the expense of the Company
in the case of the Trustee, for the appointment of a successor Trustee.

     (e)  If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     (f)  A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will 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, the
successor corporation without any further act will be the successor Trustee.

Section 7.10   Eligibility; Disqualification.

     There will 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 million
as set forth in its most recent published annual report of condition.

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     This Indenture will always have a Trustee who satisfies the requirements of
TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA (S) 310(b).

Section 7.11   Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 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 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02   Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Subsidiary Guarantees), which will thereafter
be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and
the other Sections of this Indenture referred to in clauses (1) and (2) below,
and to have satisfied all their other obligations under such Notes, the
Subsidiary Guarantees 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 will survive until otherwise
terminated or discharged hereunder:

               (1)  the rights of Holders of outstanding Notes to receive
     payments in respect of the principal of, or interest or premium and
     Additional Interest, if any, on such Notes when such payments are due from
     the trust referred to in Section 8.04 hereof;

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

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

               (4)  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 hereof.

Section 8.03   Covenant Defeasance.

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     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 hereof and
clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will 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 will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Subsidiary
Guarantees, the Company and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Subsidiary Guarantees will be unaffected thereby.
In addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(8) through 6.01(9)
hereof will not constitute Events of Default.

Section 8.04   Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

               (1) 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, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal 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;

               (2) in the case of an election under Section 8.02 hereof, the
     Company has 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;

               (3) in the case of an election under Section 8.03 hereof, the
     Company must deliver 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

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          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;

               (4) 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 borrowing of funds to be applied to such
          deposit);

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

               (6) the Company must deliver to the Trustee an Officers'
          Certificate stating that the deposit was not made by the Company with
          the intent of defeating, hindering, delaying or defrauding any other
          creditors of the Company or others; and

               (7) the Company must deliver 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.

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

          Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will 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, premium and Additional Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

          The Company will 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 hereof 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.

          Notwithstanding anything in this Article 8 to the contrary, the
Trustee will 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 hereof 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(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06   Repayment to 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 of, premium or Additional
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Additional Interest, if any, or

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interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to 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, will 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 will 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 8.07   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
hereof, 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 and the Guarantor's obligations under this
Indenture and the Notes and the Subsidiary Guarantees will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof 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 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium or Additional Interest, if any, or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes.

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

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

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

               (3) 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 pursuant to Article 5 or Article 12 hereof;

               (4) 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;

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

               (6) to provide for the issuance of Additional Notes in accordance
     with the limitations set forth in this Indenture as of the date hereof; or

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               (7) to allow any Guarantor to execute a supplemental indenture
     and/or a Subsidiary Guarantee with respect to the Notes.

     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 hereof, the Trustee will 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 will 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 below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, 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 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Additional Interest, 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 Subsidiary 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 hereof shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

     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 Section 7.02 hereof, the Trustee will
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.

     It is 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 is sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will 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, will 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 hereof, 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):

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

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter or waive any of the provisions with respect to the redemption of
     the Notes except as provided above with respect to Sections 3.09, 4.10 and
     4.15 hereof;

          (3) reduce the rate of or change the time for payment of interest,
     including default interest, on any Note;

          (4) waive a Default or Event of Default in the payment of principal of
     or premium or Additional Interest, 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);

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

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

          (7) make any change in Section 6.04 or 6.07 hereof or in the foregoing
     amendment and waiver provisions; or

          (8) waive a redemption payment with respect to any Note other than a
     payment required by Sections 3.09, 4.10 and 4.15 hereof

          (9) release any Guarantor from any of its obligations under its
     Subsidiary Guarantee or this Indenture, except in accordance with the terms
     of this Indenture.

     In addition, any amendment to, or waiver of, the provisions of this
Indenture relating to subordination that adversely affects the rights of the
Holders of Notes will require the consent of the Holders of at least 75% in
aggregate principal amount of Notes then outstanding.

Section 9.03   Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes will 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.

Section 9.05   Notation on or Exchange of Notes.

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     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 will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06   Trustee to Sign Amendments, etc.

        The Trustee will 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
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, 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.

                                   ARTICLE 10.
                                  SUBORDINATION

Section 10.01  Agreement to Subordinate.

        The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 10.02  Certain Definitions.

        "Designated Senior Debt" means:

               (1) any Indebtedness outstanding under the Credit Facilities; and

               (2) after payment in full of all Obligations under the Credit
        Facilities, any other Senior Debt permitted under this Indenture the
        principal amount of which is $25.0 million or more and that has been
        designated by the Company as "Designated Senior Debt."

        "Permitted Junior Securities" means:

               (1) Equity Interests in the Company or any Guarantor; or

               (2) debt securities that are subordinated to all Senior Debt and
        any debt securities issued in exchange for Senior Debt) to substantially
        the same extent as, or to a greater extent than, the Notes and the
        Subsidiary Guarantees are subordinated to Senior Debt under this
        Indenture.

        "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

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     "Senior Debt" means:

          (1)  all Indebtedness of the Company or any Guarantor outstanding
     under Credit Facilities and all Hedging Obligations with respect thereto;

          (2)  any other Indebtedness of the Company or any Guarantor permitted
     to be incurred under the terms of this Indenture, unless the instrument
     under which such Indebtedness is incurred expressly provides that it is on
     a parity with or subordinated in right of payment to the Notes or any
     Subsidiary Guarantee, and

          (3)  all Obligations with respect to the items listed in the preceding
     clauses (1) and (2).

          Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:

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

          (2)  any Indebtedness of the Company or any of its Subsidiaries to the
     Company or any of its Affiliates;

          (3)  any trade payables; or

          (4)  the portion of any Indebtedness that is incurred in violation of
     this Indenture.

Section 10.03  Liquidation; Dissolution; Bankruptcy.

     Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (1)  holders of Senior Debt will be entitled to receive payment in
     full in cash of all Obligations due in respect of such Senior Debt
     (including interest after the commencement of any bankruptcy proceeding at
     the rate specified in the applicable Senior Debt) before the Holders of
     Notes will be entitled to receive any payment with respect to the Notes
     (except that Holders of Notes may receive and retain Permitted Junior
     Securities and payments made from any defeasance trust created pursuant to
     Section 8.01 hereof); and

          (2)  until all Obligations with respect to Senior Debt (as provided in
     clause (1) above) are paid in full in cash, any distribution to which
     Holders would be entitled but for this Article 10 will be made to holders
     of Senior Debt (except that Holders of Notes may receive and retain
     Permitted Junior Securities and payments made from any defeasance trust
     created pursuant to Section 8.01 hereof), as their interests may appear.

Section 10.04 Default on Designated Senior Debt.

     (a)  The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than Permitted Junior Securities and payments made from any defeasance trust
created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full in cash if:

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          (1)  payment default on Designated Senior Debt occurs and is
     continuing beyond any applicable grace period in the agreement, indenture
     or other document governing such Designated Senior Debt; or

          (2)  any other default occurs and is continuing on any series of
     Designated Senior Debt that permits holders of that series of Designated
     Senior Debt to accelerate its maturity and the Trustee receives a notice of
     such default (a "Payment Blockage Notice") from the Company of the holders
     of any Designated Senior Debt. If the Trustee receives any such Payment
     Blockage Notice, no subsequent Payment Blockage Notice will be effective
     for purposes of this Section unless and until (A) at least 360 days have
     elapsed since the effectiveness of the immediately prior Payment Blockage
     Notice and (B) all scheduled payments of principal, premium and Additional
     Interest, if any, and interest on the Notes that have come due have been
     paid in full in cash.

     No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has have
been waived for a period of not less than 90 days.

     (b)  The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

          (1)  in the case of a payment default, upon the date upon which such
     default is cured or waived, or

          (2)  in the case of a nonpayment default, upon the earlier of the date
     on which such nonpayment default is cured or waived or 179 days after the
     date on which the applicable Payment Blockage Notice is received, unless
     the maturity of any Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.05 Acceleration of Notes.

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

Section 10.06 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 (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.04 hereof, such payment
will be held by the Trustee or such Holder, in trust for the benefit of, and
will 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
agreement, indenture or other document (if any) pursuant to which 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 accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

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     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those 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 will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
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 10.07 Notice by Company.

     The Company will promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
will not affect the subordination of the Notes to the Senior Debt as provided in
this Article 10.

Section 10.08 Subrogation.

     After all Senior Debt is paid in full in cash and until the Notes are paid
in full in cash, Holders of Notes will be subrogated (equally and ratably with
all other Indebtedness pari passu with the Notes) to the rights of holders of
Senior Debt to receive distributions applicable to Senior Debt to the extent
that distributions otherwise payable to the Holders of Notes have been applied
to the payment of Senior Debt. A distribution made under this Article 10 to
holders of Senior Debt that otherwise would have been made to Holders of Notes
is not, as between the Company and Holders, a payment by the Company on the
Notes.

Section 10.09 Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Debt. Nothing in this Indenture will:

          (1)  impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of, premium and interest and Additional Interest, if any, on the
     Notes in accordance with their terms;

          (2)  affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior Debt;
     or

          (3)  prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of,
premium or interest or Additional Interest, if any, on a Note on the due date,
the failure is still a Default or Event of Default.

Section 10.10 Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes may be impaired by any act or failure to act
by the Company or any Holder or by the failure of the Company or any Holder to
comply with this Indenture.

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Section 10.11 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 will 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 10.12 Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee will 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 has received at its Corporate Trust Office at
least five Business Days 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. Only the Company or a Representative may give the
notice. Nothing in this Article 10 will impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 10.13 Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.14 Amendments.

     The provisions of this Article 10 may not be amended or modified without
the written consent of the holders of all Senior Debt. In addition, any
amendment to, or waiver of, the provisions of this Article 10 that adversely
affects the rights of the Holders of the Notes will require the consent of the
Holders of at least 75% in aggregate principal amount of Notes then outstanding.

                                   ARTICLE 11.
                                 NOTE GUARANTEES

Section 11.01 Guarantee.

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     (a)  Subject to this Article 11, each of the Guarantors (other than the
Quebec Guarantor) 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:

          (1)  the principal of, premium and Additional Interest, 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 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

          (2)  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 will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     (b)  Subject to this Article 11, the Quebec Guarantor hereby
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
Subsidiary Guarantee of the New Brunswick Guarantor set forth in clause (a) of
this Section 11.01 or the obligations of the Company or the New Brunswick
Guarantor hereunder or thereunder, the prompt payment and performance when due
of all obligations of the New Brunswick Guarantor under such Subsidiary
Guarantee. Failing payment or performance when due of any obligation so
guaranteed, the Quebec Guarantor will be obligated to pay or perform the same
immediately. The Quebec Guarantor agrees that this is a guarantee of payment and
not a guarantee of collection.

     (c)  The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the 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 Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

     (d)  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
Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated
in full force and effect.

     (e)  Each Guarantor agrees that it will 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, (1) the maturity of the
obligations guaranteed hereby may be

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accelerated as provided in Article 6 hereof for the purposes of this Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) in
the event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of this
Subsidiary Guarantee. The Guarantors will 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 Subsidiary Guarantee.

Section 11.02 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
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 Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will be limited to such maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent transfer or
conveyance.

Section 11.03 Execution and Delivery of Subsidiary Guarantee.

     To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto (or in the case of the
Quebec Guarantor, in the form of Exhibit E1 hereto) will be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers.

     Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.

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

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

     In the event that the Company creates or acquires any Domestic Subsidiary
after the date of this Indenture, if required by Section 4.18 hereof, the
Company will cause such Domestic Subsidiary to comply with the provisions of
Section 4.18 hereof and this Article 11, to the extent applicable.

Section 11.04 Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 11.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

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

          (2)  either:

                 (a) subject to Section 11.05 hereof, the Person acquiring the
     property in any such sale or disposition or the Person formed by or
     surviving any such consolidation or merger unconditionally assumes all the
     obligations of that Guarantor, pursuant to a supplemental indenture in form
     and substance reasonably satisfactory to the Trustee, under the Notes, this
     Indenture and the Subsidiary Guarantee on the terms set forth herein or
     therein; or

                 (b) the Net Proceeds of such sale or other disposition are
     applied in accordance with the applicable provisions of this Indenture,
     including without limitation, Section 4.10 hereof.

     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
Subsidiary 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 will 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 Subsidiary 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 Subsidiary Guarantees so issued will in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
will prevent any consolidation or merger of a Guarantor with or into the Company
or another Guarantor, or will 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 11.05 Releases Following Sale of Assets.

     In the event of any sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise, or
a sale or other disposition of all to the Capital Stock of any Guarantor, in
each case to a Person that is not (either before or after giving effect to such
transactions) a Subsidiary of the Company, 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 Subsidiary Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
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, merger or
consolidation was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee will
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Subsidiary Guarantee.

     Any Guarantor not released from its obligations under its Subsidiary
Guarantee will 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.

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Section 11.06 Subordination of Subsidiary Guarantee.

              The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 will be junior and subordinated to the Senior Debt
of such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders will have the right to receive and/or retain payments by
any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article
10 hereof.

Section 11.07 Release Following Designation as an Unrestricted Subsidiary.

              In the event the Company designates any Guarantor as an
Unrestricted Subsidiary in accordance with Section 4.19, the Obligations of such
Guarantor under its Subsidiary Guarantee pursuant to this Article 11 shall be
released.

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when:

              (1)  either:

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

                      (b) all Notes that have not been delivered to the Trustee
     for cancellation have become due and payable by reason of the making of a
     notice of redemption or otherwise or will become due and payable within one
     year either upon Stated Maturity or by virtue of earlier redemption under
     arrangements reasonably satisfactory to the Trustee in accordance with the
     terms of this Indenture and the Company or any Guarantor has irrevocably
     deposited or caused to be deposited with the Trustee as trust funds in
     trust solely for the benefit of the Holders, cash in U.S. dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient without consideration of any reinvestment of
     interest, to pay and discharge the entire indebtedness on the Notes not
     previously delivered to the Trustee for cancellation for principal, premium
     and Additional Interest, if any, and accrued interest to the date of
     maturity or redemption;

              (2)  no Default or Event of Default has occurred and is continuing
     on the date of such deposit or will occur as a result of such deposit and
     such deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company or any Guarantor
     is a party or by which the Company or any Guarantor is bound;

              (3)  the Company or any Guarantor has paid or caused to be paid
     all other sums payable by it under this Indenture; and

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

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the provisions of Section 12.02 and Section 8.06 will survive. In
addition, nothing in this Section 12.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

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

Section 13.02 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:

                                       84

<PAGE>

     If to the Company and/or any Guarantor:

     ICON Health & Fitness, Inc.
     1500 South 1000 West
     Logan, Utah 84321
     Telecopier No.: (435) 750 3679
     Attention: Brad Bearnson, Esq.

     With a copy to:

     Hutchins, Wheeler & Dittmar, A Professional Corporation
     101 Federal Street
     Boston, Massachusetts 02110
     Telecopier No.: (617) 951 1295
     Attention: Charles W. Robins, Esq.


     If to the Trustee:

     The Bank of New York
     Corporate Trust Department
     101 Barclay Street, Floor 21W
     New York, New York 10286
     Telecopier No.: (212) 896 7298/7299

     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 (other than those sent to Holders) will 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 will 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 will also be so mailed to any Person
described in TIA ss. 313(c), to the extent required by the TIA. Failure to mail
a notice or communication to a Holder or any defect in it will 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 will mail a
copy to the Trustee and each Agent at the same time.

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

                                       85

<PAGE>

     Holders may communicate pursuant to TIA (S) 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 (S)
312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

          (1)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 13.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

          (2)  an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 13.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

Section 13.05 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 (S) 314(a)(4)) must comply with the provisions of TIA (S) 314(e)
and must include:

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

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

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

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

Section 13.06 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and
              Stockholders.

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

                                       86

<PAGE>

Section 13.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY 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.

Section 13.09 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 13.10 Successors.

     All agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.05.

Section 13.11 Severability.

     In case any provision in this Indenture or in the Notes is invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement.

Section 13.13 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 will in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       87

<PAGE>

                                   SIGNATURES


Dated as of April 9, 2002
                                            ICON HEALTH & FITNESS COMPANY, INC.


                                            By:  _______________________________
                                                 Name:
                                                 Title:



                                            JUMPKING, INC.


                                            By:  _______________________________
                                                 Name:
                                                 Title:


                                            UNIVERSAL TECHNICAL SERVICES


                                            By:  _______________________________
                                                 Name:
                                                 Title:


                                            ICON INTERNATIONAL HOLDINGS, INC.


                                            By:  _______________________________
                                                 Name:
                                                 Title:



                                            ICON IP, Inc.


                                            By:  _______________________________
                                                 Name:
                                                 Title:

                                       88

<PAGE>

                                            FREE MOTION FITNESS, INC.


                                            By:  _______________________________
                                                 Name:
                                                 Title:


                                            NORDICTRACK, INC.


                                            By:  _______________________________
                                                 Name:
                                                 Title:


                                            510152 N.B. LTD.


                                            By:  _______________________________
                                                 Name:
                                                 Title:


                                            ICON DU CANADA INC.


                                            By:  _______________________________
                                                 Name:
                                                 Title:


                                            THE BANK OF NEW YORK


                                            By:  _______________________________
                                                 Name:
                                                 Title:

                                       89

<PAGE>

                                   Schedule I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under this Indenture as of
the date of this Indenture:

         Jumpking, Inc., a Utah corporation

         Universal Technical Services, a Utah corporation

         ICON International Holdings, Inc., a Delaware corporation

         ICON IP, Inc., a Delaware corporation

         Free Motion Fitness, a Utah corporation

         NordicTrack, Inc., a Utah corporation

         510152 N.B. Ltd., a New Brunswick corporation

         ICON du Canada Inc., a Quebec corporation

                                      I-1

<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]
================================================================================

                                                         CUSIP/CINS ____________

         11.25% [Series A] [Series B] Senior Subordinated Notes due 2012

No. ___                                                            $____________

                           ICON HEALTH & FITNESS, INC.

promises to pay to CEDE & CO.
                   ----------

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on _____________, 20___.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  _______________, 2002

                                                ICON HEALTH & FITNESS, INC.


                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                              (SEAL)

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
 as Trustee

By: ________________________________
         Authorized Signatory


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

                                      A1-1

<PAGE>

                                 [Back of Note]
         11.25% [Series A] [Series B] Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) Interest. ICON Health & Fitness, Inc., a Delaware corporation (the
     "Company"), promises to pay interest on the principal amount of this Note
     at 11.25% per annum from April 9, 2002 until maturity and shall pay the
     Additional Interest, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Additional Interest, if any, semi-annually in arrears on
     January 1 and July 1 of each year, or if any such day is not a Business
     Day, on the next succeeding Business Day (each, an "Interest Payment
     Date"). Interest on the Notes will accrue from the most recent date to
     which interest has been paid or, if no interest has been paid, from the
     date of issuance; provided that if there is no existing Default in the
     payment of interest, and if this Note is authenticated between a record
     date referred to on the face hereof and the next succeeding Interest
     Payment Date, interest shall accrue from such next succeeding Interest
     Payment Date; provided, further, that the first Interest Payment Date shall
     be July 1, 2002. The Company will pay interest (including post-petition
     interest in any proceeding under any Bankruptcy Law) on overdue principal
     and premium, if any, from time to time on demand at a rate that is 1% per
     annum in excess of the rate then in effect; it will pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Additional Interest, if any, (without
     regard to any applicable grace periods) from time to time on demand at the
     same rate to the extent lawful. Interest will be computed on the basis of a
     360-day year of twelve 30-day months.

          (2) Method of Payment. The Company will pay interest on the Notes
     (except defaulted interest) and Additional Interest, if any, to the Persons
     who are registered Holders of Notes at the close of business on the
     December 15 or June 15 next preceding the Interest Payment Date, even if
     such Notes are canceled after such record date and on or before such
     Interest Payment Date, except as provided in Section 2.12 of the Indenture
     with respect to defaulted interest. The Notes will be payable as to
     principal, premium and Additional Interest, if any, and interest at the
     office or agency of the Company maintained for such purpose within or
     without the City and State of New York, or, at the option of the Company,
     payment of interest and Additional Interest, if any, may be made by check
     mailed to the Holders at their addresses set forth in the register of
     Holders; provided that payment by wire transfer of immediately available
     funds will be required with respect to principal of and interest, premium
     and Additional Interest, if any, on, all Global Notes and all other Notes
     the Holders of which will have provided wire transfer instructions to the
     Company or the Paying Agent. Such payment will be in such coin or currency
     of the United States of America as at the time of payment is legal tender
     for payment of public and private debts.

          (3) Paying Agent and Registrar. Initially, The Bank of New York, the
     Trustee under the Indenture, will act as Paying Agent and Registrar. The
     Company may change any Paying Agent or Registrar without notice to any
     Holder. The Company or any of its Subsidiaries may act in any such
     capacity.

                                      A1-2

<PAGE>

          (4) Indenture. The Company issued the Notes under an Indenture dated
     as of April 9, 2002 (the "Indenture") among the Company, the Guarantors and
     the Trustee. The terms of the Notes include those stated in the Indenture
     and those made part of the Indenture by reference to the Trust Indenture
     Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are
     subject to all such terms, and Holders are referred to the Indenture and
     such Act for a statement of such terms. To the extent any provision of this
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling.

          (5) Optional Redemption.

                (a) At any time prior to April 1, 2005, the Company may on any
     one or more occasions redeem up to 35% of the aggregate principal amount of
     Notes issued under the Indenture at a redemption price of 111.25% of the
     principal amount thereof, plus accrued and unpaid interest and Additional
     Interest to the redemption date, with the net cash proceeds of one or more
     Equity Offerings, provided that:

                (b) at least 65% of the aggregate principal amount of Notes
     issued under the Indenture remains outstanding immediately after the
     occurrence of such redemption (excluding Notes held by the Company and its
     Subsidiaries); and

                (c) the redemption occurs within 90 days of the date of the
     closing of such Equity Offering.

                (d) Except pursuant to the preceding paragraph, the Notes may
     not be redeemed at the option of the Company prior to April 1, 2007.

                (e) After April 1, 2007, the Company may redeem all or a part of
     the Notes upon not less than 30 nor more than 60 days' notice, at the
     redemption prices (expressed as percentages of principal amount) set forth
     below plus accrued and unpaid interest, and Additional Interest, if any,
     thereon, to the applicable redemption date, if redeemed during the
     twelve-month period beginning on April 1 of the years indicated below:

     Year                                                      Percentage
     ----                                                      ----------
     2007 ...................................................      105.6
     2008 ...................................................      103.7
     2009 ...................................................      101.8
     2010 and thereafter ....................................    100.000%

          (6) Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

          (7) Repurchase at Option of Holder.

                (a) If there is a Change of Control, the Company will be
     required to make an offer (a "Change of Control Offer") to repurchase all
     or any part (equal to $1,000 or an integral multiple thereof) of each
     Holder's Notes at a purchase price equal to 101% of the aggregate principal
     amount thereof plus accrued and unpaid interest and Additional Interest
     thereon, if any, to the date of purchase (the "Change of Control Payment").
     Within 30 days following any

                                      A1-3

<PAGE>

     Change of Control, the Company will mail a notice to each Holder setting
     forth the procedures governing the Change of Control Offer as required by
     the Indenture.

                (b) If the Company or a Subsidiary consummates any Asset Sales,
     within five days of each date on which the aggregate amount of Excess
     Proceeds exceeds $5 million, the Company will commence an offer to all
     Holders of Notes and all holders of other Indebtedness that is pari passu
     with the Notes containing provisions similar to those set forth in the
     Indenture with respect to offers to purchase or redeem with the proceeds of
     sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of the
     Indenture to purchase the maximum principal amount of Notes and other pari
     passu Indebtedness that may be purchased out of the Excess Proceeds at an
     offer price in cash in an amount equal to 100% of the principal amount
     thereof plus accrued and unpaid interest and Additional Interest thereon,
     if any, to the date fixed for the closing of such offer and other pari
     passu Indebtedness tendered pursuant to an Asset Sale Offer is less than
     the Excess Proceeds, the Company (or such Subsidiary) may use such
     deficiency for any purpose not otherwise prohibited by the Indenture. If
     the aggregate principal amount of Notes and other pari passu Indebtedness
     surrendered by holders thereof exceeds the amount of Excess Proceeds, the
     Trustee shall select the Notes and other pari passu Indebtedness to be
     purchased on a pro rata basis. Holders of Notes that are the subject of an
     offer to purchase will receive an Asset Sale Offer from the Company prior
     to any related purchase date and may elect to have such Notes purchased by
     completing the form entitled "Option of Holder to Elect Purchase" on the
     reverse of the Notes.

          (8) Notice of Redemption. Notice of redemption will be mailed at least
     30 days but not more than 60 days before the redemption date to each Holder
     whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed. On and after the redemption date interest ceases to accrue on
     Notes or portions thereof called for redemption.

          (9) Denominations, Transfer, Exchange. The Notes are in registered
     form without coupons in denominations of $1,000 and integral multiples of
     $1,000. The transfer of Notes may be registered and Notes may be exchanged
     as provided in the Indenture. The Registrar and the Trustee may require a
     Holder, among other things, to furnish appropriate endorsements and
     transfer documents and the Company may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Company need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Notes for a period of 15 days before a selection of Notes
     to be redeemed or during the period between a record date and the
     corresponding Interest Payment Date.

          (10) Persons Deemed Owners. The registered Holder of a Note may be
     treated as its owner for all purposes.

          (11) Amendment, Supplement and Waiver. Subject to certain exceptions,
     the Indenture, the Subsidiary Guarantees or the Notes may be amended or
     supplemented with the consent of the Holders of at least a majority in
     principal amount of the then outstanding Notes voting as a single class,
     and any existing default or compliance with any provision of the Indenture,
     the Subsidiary 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. Without the consent of any Holder of a Note, the
     Indenture, the Subsidiary Guarantees or the Notes may be amended or
     supplemented to cure any ambiguity, defect or inconsistency, to provide for

                                      A1-4

<PAGE>

     uncertificated Notes in addition to or in place of certificated Notes, to
     provide for the assumption of the Company's or any Guarantor's obligations
     to Holders of the Notes in case of a merger or consolidation, 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 under the
     Indenture of any such Holder, to comply with the requirements of the SEC in
     order to effect or maintain the qualification of the Indenture under the
     Trust Indenture Act to provide for the issuance of Additional Notes in
     accordance with the limitations set forth in the Indenture, or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Subsidiary Guarantee with respect to the Notes.

          (12) Defaults and Remedies. Events of Default include: (i) default for
     30 days in the payment when due of interest or Additional Interest on the
     Notes; (ii) default in payment when due of principal of or premium, if any,
     on the Notes when the same becomes due and payable at maturity, upon
     redemption (including in connection with an offer to purchase) or
     otherwise, (iii) failure by the Company to comply with Section 4.07, 4.15
     or 5.01 of the Indenture; (iv) failure by the Company for 30 days after
     notice to comply with Sections 4.09 or 4.10 of the Indenture; (v) failure
     by the Company for 60 days after notice to the Company by the Trustee or
     the Holders of at least 25% in principal amount of the Notes then
     outstanding voting as a single class to comply with certain other
     agreements in the Indenture, the Notes; (vi) default under certain other
     agreements relating to Indebtedness of the Company which default (x) is
     caused by a failure to pay principal of, or interest or premium, if any, on
     such Indebtedness prior to the expiration of the grace period provided in
     such Indebtedness on the date of such default, or (y) results in the
     acceleration of such Indebtedness prior to its express maturity; (vii)
     certain final judgments for the payment of money that remain undischarged
     for a period of 60 days; (viii) certain events of bankruptcy or insolvency
     with respect to the Company or any of its Significant Subsidiaries; and
     (ix) except as permitted by the Indenture, any Subsidiary Guarantee shall
     be held in any judicial proceeding to be unenforceable or invalid or shall
     cease for any reason to be in full force and effect or any Guarantor or any
     Person acting on its behalf shall deny or disaffirm its obligations under
     such Guarantor's Subsidiary Guarantee. If any Event of Default occurs and
     is continuing, the Trustee or the Holders of at least 25% in principal
     amount of the then outstanding Notes may declare all the Notes to be due
     and payable. Notwithstanding the foregoing, in the case of an Event of
     Default arising from certain events of bankruptcy or insolvency, all
     outstanding Notes will become due and payable without further action or
     notice. Holders may not enforce the Indenture or the Notes except as
     provided in the Indenture. Subject to certain limitations, Holders of a
     majority in principal amount of the then outstanding Notes may direct the
     Trustee in its exercise of any trust or power. The Trustee may withhold
     from Holders of the Notes notice of any continuing Default or Event of
     Default (except a Default or Event of Default relating to the payment of
     principal or interest) if it determines that withholding notice is in their
     interest. The Holders of a majority in aggregate principal amount of the
     Notes then outstanding by notice to the Trustee may on behalf of the
     Holders of all of the Notes waive any existing Default or Event of Default
     and its consequences under the Indenture except a continuing Default or
     Event of Default in the payment of interest on, or the principal of, the
     Notes. The Company is required to deliver to the Trustee annually a
     statement regarding compliance with the Indenture, and the Company is
     required upon becoming aware of any Default or Event of Default, to deliver
     to the Trustee a statement specifying such Default or Event of Default.

          (13) Subordination. Payment of principal, interest and premium and
     Additional Interest, if any, on the Notes is subordinated to the prior
     payment of Senior Debt on the terms provided in the Indenture.

                                      A1-5

<PAGE>

          (14) Trustee Dealings with Company. The Trustee, in its individual or
     any other capacity, may make loans to, accept deposits from, and perform
     services for the Company or its Affiliates, and may otherwise deal with the
     Company or its Affiliates, as if it were not the Trustee.

          (15) No Recourse Against Others. A director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors, as
     such, will not have any liability for any obligations of the Company or
     such Guarantor under the Notes, the Subsidiary Guarantees or the 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
     the issuance of the Notes.

          (16) Authentication. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (17) Abbreviations. Customary abbreviations may be used in the name of
     a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
     tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
     (= Uniform Gifts to Minors Act).

          (18) Additional Rights of Holders of Restricted Global Notes and
     Restricted Definitive Notes. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the A/B
     Exchange Registration Rights Agreement dated as of April 9, 2002, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof (the "Registration Rights Agreement").

          (19) CUSIP Numbers. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as printed
     on the Notes or as contained in any notice of redemption and reliance may
     be placed only on the other identification numbers placed thereon.

          (20) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED
     TO CONSTRUE THIS NOTE AND THE SUBSIDIARY 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.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

ICON Health & Fitness, Inc.
1500 South 1000 West
Logan, Utah 84321
Attention: Brad Bearnson, Esq.

                                      A1-6

<PAGE>

                                                                      EXHIBIT A1

                                 Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date:  _______________

                                Your Signature: ________________________________
                                  (Sign exactly as your name appears on the face
                                                                   of this Note)

Signature Guarantee*:  _________________________

*   Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-1

<PAGE>

                                                                      EXHIBIT A1

                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                --- Section 4.10    --- Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                                $________________

Date:  _______________

                                     Your Signature:____________________________
                                       (Sign exactly as your name appears on the
                                                              face of this Note)

                                     Tax Identification No.:____________________

Signature Guarantee*:  ______________________

*   Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-1

<PAGE>

                                                                      EXHIBIT A1

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

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


*   This schedule should be included only if the Note is issued in global form.

                                      A1-1

<PAGE>

                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
================================================================================


                                                           CUSIP/CINS __________


         11.25% [Series A] [Series B] Senior Subordinated Notes due 2012


No. ___                                                              $__________

                           ICON HEALTH & FITNESS, INC.


promises to pay to CEDE & CO.
                   ----------

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on _______________, 20___.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  _______________, 2002

                                             ICON HEALTH & FITNESS, INC.


                                             By:  ______________________________
                                                  Name:
                                                  Title:


                                             By:  ______________________________
                                                  Name:
                                                  Title:


                                                            (SEAL)

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee

By: _______________________________
         Authorized Signatory

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

                                      A2-1

<PAGE>

                  [Back of Regulation S Temporary Global Note]
         11.25% [Series A] [Series B] Senior Subordinated Notes due 2012

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.

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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) 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 ICON HEALTH & FITNESS,
INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS
SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)

                                      A2-2

<PAGE>

PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.

          Capitalized terms used herein have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

          (1)  Interest. ICON Health & Fitness, Inc., a Delaware corporation
     (the "Company"), promises to pay interest on the principal amount of this
     Note at 11.25% per annum from April 9, 2002 until maturity and shall pay
     the Additional Interest, if any, payable pursuant to Section 5 of the
     Registration Rights Agreement referred to below. The Company will pay
     interest and Additional Interest, if any, semi-annually in arrears on July
     1 and January 1 of each year, or if any such day is not a Business Day, on
     the next succeeding Business Day (each, an "Interest Payment Date").
     Interest on the Notes will accrue from the most recent date to which
     interest has been paid or, if no interest has been paid, from the date of
     issuance; provided that if there is no existing Default in the payment of
     interest, and if this Note is authenticated between a record date referred
     to on the face hereof and the next succeeding Interest Payment Date,
     interest shall accrue from such next succeeding Interest Payment Date;
     provided, further, that the first Interest Payment Date shall be July 1,
     2002. The Company will pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue principal and premium,
     if any, from time to time on demand at a rate that is 1% per annum in
     excess of the rate then in effect; it will pay interest (including
     post-petition interest in any proceeding under any Bankruptcy Law) on
     overdue installments of interest and Additional Interest, if any, (without
     regard to any applicable grace periods) from time to time on demand at the
     same rate to the extent lawful. Interest will be computed on the basis of a
     360-day year of twelve 30-day months.

     Until this Regulation S Temporary Global Note is exchanged for one or more
     Regulation S Permanent Global Notes, the Holder hereof shall not be
     entitled to receive payments of interest hereon; until so exchanged in
     full, this Regulation S Temporary Global Note shall in all other respects
     be entitled to the same benefits as other Notes under the Indenture.

          (2)  Method of Payment. The Company will pay interest on the Notes
     (except defaulted interest) and Additional Interest, if any, to the Persons
     who are registered Holders of Notes at the close of business on December 15
     or June 15 next preceding the Interest Payment Date, even if such Notes are
     canceled after such record date and on or before such Interest Payment
     Date, except as provided in Section 2.12 of the Indenture with respect to
     defaulted interest. The Notes will be payable as to principal, premium,
     interest and Additional Interest, if any, at the office or agency of the
     Company maintained for such purpose within or without the City and State of
     New York, or, at the option of the Company, payment of interest and
     Additional Interest, if any, may be made by check mailed to the Holders at
     their addresses set forth in the register of Holders; provided that payment
     by wire transfer of immediately available funds will be required with
     respect to principal of and interest, premium and Additional Interest, if
     any, on, all Global Notes and all other Notes the Holders of which will
     have provided wire transfer instructions to the Company or the Paying
     Agent. Such payment will be in such coin or currency of the United States
     of America as at the time of payment is legal tender for payment of public
     and private debts.

                                      A2-3

<PAGE>

          (3)  Paying Agent and Registrar. Initially, The Bank of New York,the
     Trustee under the Indenture, will act as Paying Agent and Registrar. The
     Company may change any Paying Agent or Registrar without notice to any
     Holder. The Company or any of its Subsidiaries may act in any such
     capacity.

          (4)  Indenture. The Company issued the Notes under an Indenture dated
     as of April 9, 2002 (the "Indenture") among the Company, the Guarantors and
     the Trustee. The terms of the Notes include those stated in the Indenture
     and those made part of the Indenture by reference to the Trust Indenture
     Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are
     subject to all such terms, and Holders are referred to the Indenture and
     such Act for a statement of such terms. To the extent any provision of this
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling.

          (5)  Optional Redemption.

                    (a)  At any time prior to April 1, 2005, the Company may on
     any one or more occasions redeem up to 35% of the aggregate principal
     amount of Notes issued under the Indenture at a redemption price of 111.25%
     of the principal amount thereof, plus accrued and unpaid interest and
     Additional Interest to the redemption date, with the net cash proceeds of
     one or more Equity Offerings, provided that:

                    (b)  at least 65% of the aggregate principal amount of Notes
     issued under the Indenture remains outstanding immediately after the
     occurrence of such redemption (excluding Notes held by the Company and its
     Subsidiaries); and

                    (c)  the redemption occurs within 90 days of the date of the
     closing of such Equity Offering.

                    (d)  Except pursuant to the preceding paragraph, the Notes
     may not be redeemed at the option of the Company prior to April 1, 2007.

                    (e)  After April 1, 2007, the Company may redeem all or a
     part of the Notes upon not less than 30 nor more than 60 days' notice, at
     the redemption prices (expressed as percentages of principal amount) set
     forth below plus accrued and unpaid interest, and Additional Interest, if
     any, thereon, to the applicable redemption date, if redeemed during the
     twelve-month period beginning on April 1 of the years indicated below:

     Year                                                  Percentage
     ----                                                  ----------
     2007 ..............................................    105.6%
     2008 ..............................................    103.7%
     2009 ..............................................    101.8%
     2010 and thereafter ...............................    100.000%

          (6)  Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

          (7)  Repurchase At Option of Holder

                                      A2-4

<PAGE>

                    (a)  If there is a Change of Control, the Company will be
     required to make an offer (a "Change of Control Offer") to repurchase all
     or any part (equal to $1,000 or an integral multiple thereof) of each
     Holder's Notes at a purchase price equal to 101% of the aggregate principal
     amount thereof plus accrued and unpaid interest and Additional Interest, if
     any, thereon, if any, to the date of purchase ( the "Change of Control
     Payment"). Within 30 days following any Change of Control, the Company will
     mail a notice to each Holder setting forth the procedures governing the
     Change of Control Offer as required by the Indenture.

                    (b)  If the Company or a Subsidiary consummates any Asset
     Sales, within five days of each date on which the aggregate amount of
     Excess Proceeds exceeds $5 million, the Company will commence an offer to
     all Holders of Notes and all holders of other Indebtedness that is pari
     passu with the Notes containing provisions similar to those set forth in
     the Indenture with respect to offers to purchase or redeem with the
     proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section
     3.09 of the Indenture to purchase the maximum principal amount of Notes and
     other pari passu Indebtedness that may be purchased out of the Excess
     Proceeds at an offer price in cash in an amount equal to 100% of the
     principal amount thereof plus accrued and unpaid interest and Additional
     Interest thereon, if any, to the date fixed for the closing of such offer
     and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
     is less than the Excess Proceeds, the Company (or such Subsidiary) may use
     such deficiency for any purpose not otherwise prohibited by the Indenture.
     If the aggregate principal amount of Notes and other pari passu
     Indebtedness surrendered by holders thereof exceeds the amount of Excess
     Proceeds, the Trustee shall select the Notes and other pari passu
     Indebtedness to be purchased on a pro rata basis. Holders of Notes that are
     the subject of an offer to purchase will receive an Asset Sale Offer from
     the Company prior to any related purchase date and may elect to have such
     Notes purchased by completing the form entitled "Option of Holder to Elect
     Purchase" on the reverse of the Notes.

          (8)  Notice of Redemption. Notice of redemption will be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed. On and after the redemption date interest ceases to accrue on
     Notes or portions thereof called for redemption.

          (9)  Denominations, Transfer, Exchange. The Notes are in registered
     form without coupons in denominations of $1,000 and integral multiples of
     $1,000. The transfer of Notes may be registered and Notes may be exchanged
     as provided in the Indenture. The Registrar and the Trustee may require a
     Holder, among other things, to furnish appropriate endorsements and
     transfer documents and the Company may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Company need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Notes for a period of 15 days before a selection of Notes
     to be redeemed or during the period between a record date and the
     corresponding Interest Payment Date.

     This Regulation S Temporary Global Note is exchangeable in whole or in part
     for one or more Global Notes only (i) on or after the termination of the
     40-day restricted period (as defined in Regulation S) and (ii) upon
     presentation of certificates (accompanied by an Opinion of Counsel, if
     applicable) required by Article 2 of the Indenture. Upon exchange of this
     Regulation S Temporary Global Note for one or more Global Notes, the
     Trustee shall cancel this Regulation S Temporary Global Note.

                                      A2-5

<PAGE>

          (10) Persons Deemed Owners. The registered Holder of a Note may  be
     treated as its owner for all purposes.

          (11) Amendment, Supplement and Waiver. Subject to certain exceptions,
     the Indenture, the Subsidiary Guarantees or the Notes may be amended or
     supplemented with the consent of the Holders of at least a majority in
     principal amount of the then outstanding Notes voting as a single class,
     and any existing default or compliance with any provision of the Indenture,
     the Subsidiary 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. Without the consent of any Holder of a Note, the
     Indenture, the Subsidiary Guarantees or the Notes may be amended or
     supplemented to cure any ambiguity, defect or inconsistency, to provide for
     uncertificated Notes in addition to or in place of certificated Notes, to
     provide for the assumption of the Company's or any Guarantor's obligations
     to Holders of the Notes in case of a merger or consolidation, 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 under the
     Indenture of any such Holder, to comply with the requirements of the SEC in
     order to effect or maintain the qualification of the Indenture under the
     Trust Indenture Act to provide for the issuance of Additional Notes in
     accordance with the limitations set forth in the Indenture , or to allow
     any Guarantor to execute a supplemental indenture to the Indenture and/or a
     Subsidiary Guarantee with respect to the Notes.

          (12) Defaults and Remedies. Events of Default include: (i) default for
     30 days in the payment when due of interest or Additional Interest on the
     Notes; (ii) default in payment when due of principal of or premium, if any,
     on the Notes when the same becomes due and payable at maturity, upon
     redemption (including in connection with an offer to purchase) or
     otherwise, (iii) failure by the Company to comply with Section 4.07, 4.15
     or 5.01 of the Indenture; (iv) failure by the Company for 30 days after
     notice to comply with Sections 4.09 or 4.10 of the Indenture; (v) failure
     by the Company for 60 days after notice to the Company by the Trustee or
     the Holders of at least 25% in principal amount of the Notes then
     outstanding voting as a single class to comply with certain other
     agreements in the Indenture, the Notes; (vi) default under certain other
     agreements relating to Indebtedness of the Company which default (x) is
     caused by a failure to pay principal of, or interest or premium, if any, on
     such Indebtedness prior to the expiration of the grace period provided in
     such Indebtedness on the date of such default, or (y) results in the
     acceleration of such Indebtedness prior to its express maturity; (vii)
     certain final judgments for the payment of money that remain undischarged
     for a period of 60 days; (viii) certain events of bankruptcy or insolvency
     with respect to the Company or any of its Significant Subsidiaries; and
     (ix) except as permitted by the Indenture, any Subsidiary Guarantee shall
     be held in any judicial proceeding to be unenforceable or invalid or shall
     cease for any reason to be in full force and effect or any Guarantor or any
     Person acting on its behalf shall deny or disaffirm its obligations under
     such Guarantor's Subsidiary Guarantee. If any Event of Default occurs and
     is continuing, the Trustee or the Holders of at least 25% in principal
     amount of the then outstanding Notes may declare all the Notes to be due
     and payable. Notwithstanding the foregoing, in the case of an Event of
     Default arising from certain events of bankruptcy or insolvency, all
     outstanding Notes will become due and payable without further action or
     notice. Holders may not enforce the Indenture or the Notes except as
     provided in the Indenture. Subject to certain limitations, Holders of a
     majority in principal amount of the then outstanding Notes may direct the
     Trustee in its exercise of any trust or power. The Trustee may withhold
     from Holders of the Notes notice of any continuing Default or Event of
     Default (except a Default or Event of Default relating to the payment of
     principal or interest) if it determines that withholding notice is in their
     interest. The Holders of a majority in aggregate principal amount of the
     Notes then outstanding by notice to the Trustee may on behalf of the
     Holders of all of the Notes waive any existing Default or Event of

                                      A2-6

<PAGE>

         Default and its consequences under the Indenture except a continuing
         Default or Event of Default in the payment of interest on, or the
         principal of, the Notes. The Company is required to deliver to the
         Trustee annually a statement regarding compliance with the Indenture,
         and the Company is required upon becoming aware of any Default or Event
         of Default, to deliver to the Trustee a statement specifying such
         Default or Event of Default.

                (13) SUBORDINATION. Payment of principal, interest and premium
         and Additional Interest, if any, on the Notes is subordinated to the
         prior payment of Senior Debt on the terms provided in the Indenture.

                (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
         individual or any other capacity, may make loans to, accept deposits
         from, and perform services for the Company or its Affiliates, and may
         otherwise deal with the Company or its Affiliates, as if it were not
         the Trustee.

                (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
         incorporator or stockholder, of the Company or any of the Guarantors,
         as such, will not have any liability for any obligations of the Company
         or such Guarantor under the Notes, the Subsidiary Guarantees or the
         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 the issuance of the Notes.

                (16) AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

                (17) ABBREVIATIONS. Customary abbreviations may be used in the
         name of a Holder or an assignee, such as: TEN COM (= tenants in
         common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
         with right of survivorship and not as tenants in common), CUST (=
         Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
         RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
         Holders of Notes under the Indenture, Holders of Restricted Global
         Notes and Restricted Definitive Notes will have all the rights set
         forth in the A/B Exchange Registration Rights Agreement dated as of
         April 9, 2002, among the Company, the Guarantors and the other parties
         named on the signature pages thereof (the "Registration Rights
         Agreement").

                (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by
         the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Notes and the
         Trustee may use CUSIP numbers in notices of redemption as a convenience
         to Holders. No representation is made as to the accuracy of such
         numbers either as printed on the Notes or as contained in any notice of
         redemption and reliance may be placed only on the other identification
         numbers placed thereon.

                (20) THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND
         BE USED TO CONSTRUE THIS NOTE AND THE SUBSIDIARY 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.

                                      A2-7

<PAGE>

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

ICON Health & Fitness, Inc.
1500 South 1000 West
Logan, Utah 84321
Attention: Brad A. Bearnson, Esq.

                                      A2-8

<PAGE>

                                 Assignment Form


         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)


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


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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



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

Date:  _______________

                                 Your Signature: _______________________________
                                      (Sign exactly as your name appears on the
                                      face of this Note)

Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A2-1

<PAGE>

                       Option of Holder to Elect Purchase


         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                 Section 4.10                 Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                    $_________________

Date:  _______________

                                       Your Signature: _________________________
                                           (Sign exactly as your name appears on
                                           the face of this Note)

                                       Tax Identification No.: _________________


Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A2-1

<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE


         The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

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

                                      A2-1







<PAGE>

                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

ICON Health & Fitness, Inc.
1500 South 1000 West
Logan, Utah 84321

[Registrar address block]

         Re:  11.25% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of April 9, 2002
(the "Indenture"), among ICON Health & Fitness, Inc., as issuer (the "Company"),
the Guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [_] Check if Transferee will take delivery of a beneficial interest
                ---------------------------------------------------------------
in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer
------------------------------------------------------------------
is being effected pursuant to and in accordance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

         2. [_] Check if Transferee will take delivery of a beneficial interest
                ---------------------------------------------------------------
in the Temporary Regulation S Global Note, the Regulation S Global Note or a
----------------------------------------------------------------------------
Definitive Note pursuant to Regulation S. The Transfer is being effected
----------------------------------------
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchasers). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred

                                      B-1

<PAGE>

beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.

         3.  [_] Check and complete if Transferee will take delivery of a
                 --------------------------------------------------------
beneficial interest in the IAI Global Note or a Definitive Note pursuant to any
-------------------------------------------------------------------------------
provision of the Securities Act other than Rule 144A or Regulation S. The
--------------------------------------------------------------------
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                 (a)  such Transfer is being effected pursuant to and in
            accordance with Rule 144 under the Securities Act;

                                       or

                 (b)  such Transfer is being effected to the Company or a
            subsidiary thereof;

                                       or

                 (c)  such Transfer is being effected pursuant to an effective
            registration statement under the Securities Act and in compliance
            with the prospectus delivery requirements of the Securities Act;

                                       or

                 (d)  such Transfer is being effected to an Institutional
            Accredited Investor and pursuant to an exemption from the
            registration requirements of the Securities Act other than Rule
            144A, Rule 144 or Rule 904, and the Transferor hereby further
            certifies that it has not engaged in any general solicitation within
            the meaning of Regulation D under the Securities Act and the
            Transfer complies with the transfer restrictions applicable to
            beneficial interests in a Restricted Global Note or Restricted
            Definitive Notes and the requirements of the exemption claimed,
            which certification is supported by (1) a certificate executed by
            the Transferee in the form of Exhibit D to the Indenture and (2) an
            Opinion of Counsel provided by the Transferor or the Transferee (a
            copy of which the Transferor has attached to this certification), to
            the effect that such Transfer is in compliance with the Securities
            Act. Upon consummation of the proposed transfer in accordance with
            the terms of the Indenture, the transferred beneficial interest or
            Definitive Note will be subject to the restrictions on transfer
            enumerated in the Private Placement Legend printed on the IAI Global
            Note and/or the Definitive Notes and in the Indenture and the
            Securities Act.

         4.  [_] Check if Transferee will take delivery of a beneficial interest
                 ---------------------------------------------------------------
in an Unrestricted Global Note or of an Unrestricted Definitive Note.
--------------------------------------------------------------------

         (a) [_] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private

                                      B-2

<PAGE>

Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

         (b) [_] Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) [_] Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                           _____________________________________
                                               [Insert Name of Transferor]



                                           By:__________________________________
                                            Name:
                                            Title:

         Dated: ____________________

                                      B-3

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                                    (a)  [_] a beneficial interest in the:

                        (i)   [_] 144A Global Note (CUSIP _________), or

                        (ii)  [_] Regulation S Global Note (CUSIP _________), or

                        (iii) [_] IAI Global Note (CUSIP _________); or

                   (b)  [_] a Restricted Definitive Note.

         2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                   (a)  [_] a beneficial interest in the:

                        (i)   [_] 144A Global Note (CUSIP _________), or

                        (ii)  [_] Regulation S Global Note (CUSIP _________), or

                        (iii) [_] IAI Global Note (CUSIP _________); or

                        (iv)  [_] Unrestricted Global Note (CUSIP _________); or

                   (b)  [_] a Restricted Definitive Note; or

                   (c)  [_] an Unrestricted Definitive Note,

                   in accordance with the terms of the Indenture.

                                      B-1

<PAGE>

                                                                       EXHIBIT C


                         FORM OF CERTIFICATE OF EXCHANGE

ICON Health & Fitness, Inc.
1500 South 1000 West
Logan, Utah 84321

[Registrar address block]

         Re:  11.25% Senior Subordinated Notes due 2012

                         (CUSIP [44929HAE8] [U44931AA8])

         Reference is hereby made to the Indenture, dated as of April 9, 2002
(the "Indenture"), among ICON Health & Fitness, Inc., as issuer (the "Company"),
the Guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1.     Exchange of Restricted Definitive Notes or Beneficial Interests
                ---------------------------------------------------------------
in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
---------------------------------------------------------------------------
Interests in an Unrestricted Global Note
----------------------------------------

         (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [_] Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in

                                      C-1

<PAGE>

compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (d) [_] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.     Exchange of Restricted Definitive Notes or Beneficial Interests
                ---------------------------------------------------------------
in Restricted Global Notes for Restricted Definitive Notes or Beneficial
------------------------------------------------------------------------
Interests in Restricted Global Notes
------------------------------------

         (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [_] Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [_] 144A Global Note, [_] Regulation S Global Note, [_] IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                             ___________________________________
                                                [Insert Name of Transferor]


                                             By:________________________________
                                              Name:
                                              Title:

                                      C-2

<PAGE>

Dated: ______________________

                                      C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

ICON Health & Fitness, Inc.
1500 South 1000 West
Logan, Utah 84321

[Registrar address block]

         Re:  11.25% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of April 9, 2002
(the "Indenture"), among ICON Health & Fitness, Inc., as issuer (the "Company"),
the guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [_]   a beneficial interest in a Global Note, or

         (b) [_]   a Definitive Note,

         we confirm that:

         1.      We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

         2.      We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                                      D-1

<PAGE>

         3.    We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4.    We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5.    We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        ________________________________________
                                          [Insert Name of Accredited Investor]


                                        By:_____________________________________
                                         Name:
                                         Title:

Dated: _______________________

                                      D-1

<PAGE>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of April 9, 2002 (the "Indenture") among
ICON Health & Fitness, Inc., (the "Company"), the Guarantors listed on Schedule
I thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium and Additional Interest, if any,
and interest on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of and interest on the Notes, if any, if lawful, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee
and the Indenture are expressly set forth in Article 11 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Subsidiary Guarantee shall
cease to be so subordinated and subject in right of payment upon any defeasance
of this Note in accordance with the provisions of the Indenture.

                                  [Name of Guarantor(s)]

                                  By:___________________________________________
                                  Name:
                                  Title:

                                      E-1

<PAGE>

                                                                      EXHIBIT E1

                FORM OF NOTATION OF GUARANTEE (QUEBEC GUARANTOR)

               For value received, the Quebec Guarantor (which term includes any
successor Person under the Indenture) has unconditionally guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the Indenture
dated as of April 9, 2002 (the "Indenture") among ICON Health & Fitness, Inc.
(the "Company"), the Guarantors (including the Quebec Guarantor) listed on
Schedule I thereto and The Bank of New York, as trustee (the "Trustee") the
prompt payment and performance when due of all obligations of the New Brunswick
Guarantor under the Subsidiary Guarantee of the New Brunswick Guarantor set
forth in Section 11.01(a) of the Indenture. The obligations of the Quebec
Guarantor to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee of the Quebec Guarantor and pursuant to the Indenture are expressly
set forth in Article 11 of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Subsidiary Guarantee of the Quebec
Guarantor. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee, on behalf
of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be
so subordinated and subject in right of payment upon any defeasance of this Note
in accordance with the provisions of this Indenture.

                                             ICON du Canada Inc.

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                      E1-1

<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of ICON Health & Fitness, Inc. (or its permitted
successor), a Delaware corporation (the "Company"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New
York, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of April 9, 2002 providing for the
issuance of an aggregate principal amount of up to $155,000,000 of 11.25% Senior
Subordinated Notes due 2012 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1.   Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as
follows:

               (a)  Along with all Guarantors named in the Indenture, to jointly
          and severally Guarantee to each Holder of a Note authenticated and
          delivered by the Trustee and to the Trustee and its successors and
          assigns, the Notes or the obligations of the Company hereunder or
          thereunder, that:

               (i)  the principal of, and premium and Additional Interest, 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 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

               (ii) 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.

                                      F-1

<PAGE>

                                                                       EXHIBIT F

               (b) The obligations hereunder shall be unconditional,
          irrespective of the validity, regularity or enforceability of the
          Notes or the Indenture, the absence of any action to enforce the same,
          any waiver or consent by any Holder of the Notes with respect to any
          provisions hereof or thereof, the recovery of any judgment against the
          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.

               (c) The following is hereby waived: 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.

               (d) This Subsidiary Guarantee shall not be discharged except by
          complete performance of the obligations contained in the Notes and the
          Indenture, and the Guaranteeing Subsidiary accepts all obligations of
          a Guarantor under the Indenture.

               (e) 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 Subsidiary Guarantee, to the extent
          theretofore discharged, shall be reinstated in full force and effect.

               (f) The Guaranteeing Subsidiary 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.

               (g) 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 of the Indenture for the purposes of this Subsidiary
          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 of the Indenture, such
          obligations (whether or not due and payable) shall forthwith become
          due and payable by the Guarantors for the purpose of this Subsidiary
          Guarantee.

               (h) 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 Subsidiary Guarantee.

               (i) Pursuant to Section 11.02 of the Indenture, after giving
          effect to any maximum amount and all other contingent and fixed
          liabilities that are relevant under any applicable Bankruptcy or
          fraudulent conveyance laws, and after giving effect to any collections
          from, rights to receive contribution from or payments made by or on
          behalf of any other Guarantor in respect of the obligations of such
          other Guarantor under Article 11 of the Indenture, this new Subsidiary
          Guarantee shall be limited to the maximum amount permissible such that
          the obligations of such Guarantor under this Subsidiary Guarantee will
          not constitute a fraudulent transfer or conveyance.

     3.   Execution and Delivery. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

                                      F-2

<PAGE>

                                                                       EXHIBIT F

     4.   Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

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

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

               (ii) either (A) subject to Sections 11.04 and 11.05 of the
          Indenture, the Person acquiring the property in any such sale or
          disposition or the Person formed by or surviving any such
          consolidation or merger unconditionally assumes all the obligations of
          that Guarantor, pursuant to a supplemental indenture in form and
          substance reasonably satisfactory to the Trustee, under the Notes, the
          Indenture and the Subsidiary Guarantee on the terms set forth herein
          or therein; or (B) the Net Proceeds of such sale or other disposition
          are applied in accordance with the applicable provisions of the
          Indenture, including without limitation, Section 4.10 thereof.

               (b)  In case of any such consolidation, merger, sale or
          conveyance and upon the assumption by the successor Person, by
          supplemental indenture, executed and delivered to the Trustee and
          satisfactory in form to the Trustee, of the Subsidiary Guarantee
          endorsed upon the Notes and the due and punctual performance of all of
          the covenants and conditions of the 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 Subsidiary Guarantees to be endorsed upon all of the
          Notes issuable under the Indenture which theretofore shall not have
          been signed by the Company and delivered to the Trustee. All the
          Subsidiary Guarantees so issued shall in all respects have the same
          legal rank and benefit under the Indenture as the Subsidiary
          Guarantees theretofore and thereafter issued in accordance with the
          terms of the Indenture as though all of such Subsidiary Guarantees had
          been issued at the date of the execution hereof.

               (c)  Except as set forth in Articles 4 and 5 and Section 11.05 of
          Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
          above, nothing contained in the 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.

     5.   Releases.

               (a)  In the event of any sale or other disposition of all or
          substantially 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, in each case to a Person that is
          not (either before or after giving effect to such transaction) a
          Restricted Subsidiary of the Company, 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

                                      F-3

<PAGE>

                                                                       EXHIBIT F

          obligations under its Subsidiary Guarantee; provided that the Net
          Proceeds of such sale or other disposition are applied in accordance
          with the applicable provisions of the Indenture, including without
          limitation Section 4.10 of the Indenture. 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 provisions of the Indenture, including
          without limitation Section 4.10 of the Indenture, the Trustee shall
          execute any documents reasonably required in order to evidence the
          release of any Guarantor from its obligations under its Subsidiary
          Guarantee.

               (b) Any Guarantor not released from its obligations under its
          Subsidiary 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 the Indenture as provided in Article 11 of the
          Indenture.

     6.   No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

     7.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     8.   Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     9.   Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

     10.  The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-4

<PAGE>

                                                                       EXHIBIT F

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

     Dated: _______________, 20___

                                        [Guaranteeing Subsidiary]

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        ICON HEALTH & FITNESS, INC.

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        [Existing Guarantors]

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        THE BANK OF NEW YORK,
                                          as Trustee

                                        By:  _______________________________
                                        Name:
                                        Title:

                                   F-5