<PAGE>
                                                                     EXHIBIT 4.1



                               PENTON MEDIA, INC.
                                   as Issuer,

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN

                                  $157,500,000

                          11-7/8% Senior Secured Notes
                              due October 1, 2007

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



                                    INDENTURE

                           Dated as of March 28, 2002


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


                         U.S. BANK NATIONAL ASSOCIATION


                                   as Trustee
<PAGE>
                                TABLE OF CONTENTS

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

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE .............................      1
SECTION 1.1.      DEFINITIONS ..........................................      1
SECTION 1.2.      INCORPORATION BY REFERENCE OF TIA ....................     25
SECTION 1.3.      RULES OF CONSTRUCTION ................................     26


ARTICLE II
THE SECURITIES .........................................................     26
SECTION 2.1.      FORM AND DATING ......................................     26
SECTION 2.2.      EXECUTION AND AUTHENTICATION .........................     27
SECTION 2.3.      REGISTRAR, PAYING AGENT AND DEPOSITARY ...............     27
SECTION 2.4.      PAYING AGENT TO HOLD MONEY IN TRUST ..................     28
SECTION 2.5.      HOLDER LISTS .........................................     28
SECTION 2.6.      TRANSFER AND EXCHANGE ................................     28
SECTION 2.7.      REPLACEMENT NOTES ....................................     43
SECTION 2.8.      OUTSTANDING NOTES ....................................     43
SECTION 2.9.      TREASURY NOTES .......................................     44
SECTION 2.10.     TEMPORARY NOTES ......................................     44
SECTION 2.11.     CANCELLATION .........................................     44
SECTION 2.12.     DEFAULTED INTEREST ...................................     45
SECTION 2.13.     CUSIP NUMBERS ........................................     46
SECTION 2.14.     ISSUANCE OF ADDITIONAL NOTES .........................     46


ARTICLE III
REDEMPTION .............................................................     46
SECTION 3.1.      OPTIONAL REDEMPTION ..................................     46
SECTION 3.2.      NOTICES TO TRUSTEE ...................................     47
SECTION 3.3.      SELECTION OF NOTES TO BE REDEEMED ....................     47
SECTION 3.4.      NOTICE OF REDEMPTION .................................     48
SECTION 3.5.      EFFECT OF NOTICE OF REDEMPTION .......................     49
SECTION 3.6.      DEPOSIT OF REDEMPTION PRICE ..........................     49
SECTION 3.7.      NOTES REDEEMED IN PART ...............................     49
SECTION 3.8.      NO MANDATORY REDEMPTION ..............................     50


ARTICLE IV
COVENANTS ..............................................................     50
SECTION 4.1.      PAYMENT OF NOTES .....................................     50
SECTION 4.2.      MAINTENANCE OF OFFICE OR AGENCY ......................     50
SECTION 4.3.      LIMITATION ON RESTRICTED PAYMENTS ....................     51
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 4.4.      CORPORATE AND PARTNERSHIP EXISTENCE ..................     53
SECTION 4.5.      PAYMENT OF TAXES AND OTHER CLAIMS ....................     53
SECTION 4.6.      MAINTENANCE OF PROPERTIES AND INSURANCE ..............     53
SECTION 4.7.      COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT ............     54
SECTION 4.8.      REPORTS ..............................................     54
SECTION 4.9.      LIMITATION ON STATUS AS INVESTMENT COMPANY ...........     55
SECTION 4.10.     LIMITATION ON TRANSACTIONS WITH AFFILIATES ...........     55
SECTION 4.11.     LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS ..     56
SECTION 4.12.     LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT
                  RESTRICTIONS AFFECTING SUBSIDIARIES ..................     57
SECTION 4.13.     LIMITATIONS ON LAYERING INDEBTEDNESS .................     58
SECTION 4.14.     LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK ...     58
SECTION 4.15.     WAIVER OF STAY, EXTENSION OR USURY LAWS ..............     63
SECTION 4.16.     LIMITATION ON LIENS SECURING INDEBTEDNESS ............     64
SECTION 4.17.     LIMITATIONS ON LINES OF BUSINESS .....................     64


ARTICLE V
SUCCESSOR CORPORATION ..................................................     64
SECTION 5.1.      LIMITATION ON MERGER, SALE OR CONSOLIDATION ..........     64
SECTION 5.2.      SUCCESSOR CORPORATION SUBSTITUTED ....................     65


ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES .........................................     65
SECTION 6.1.      EVENTS OF DEFAULT ....................................     65
SECTION 6.2.      ACCELERATION OF MATURITY DATE;
                  RESCISSION AND ANNULMENT .............................     67
SECTION 6.3.      COLLECTION OF INDEBTEDNESS AND SUITS FOR
                  ENFORCEMENT BY TRUSTEE ...............................     67
SECTION 6.4.      TRUSTEE MAY FILE PROOFS OF CLAIM .....................     68
SECTION 6.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                  POSSESSION OF NOTES ..................................     69
SECTION 6.6.      PRIORITIES ...........................................     69
SECTION 6.7.      LIMITATION ON SUITS ..................................     70
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 6.8.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                  PREMIUM AND INTEREST .................................     70
SECTION 6.9.      RIGHTS AND REMEDIES CUMULATIVE .......................     71
SECTION 6.10.     DELAY OR OMISSION NOT WAIVER .........................     71
SECTION 6.11.     CONTROL BY HOLDERS ...................................     71
SECTION 6.12.     WAIVER OF EXISTING OR PAST DEFAULT ...................     71
SECTION 6.13.     UNDERTAKING FOR COSTS ................................     72
SECTION 6.14.     RESTORATION OF RIGHTS AND REMEDIES ...................     72


ARTICLE VII
TRUSTEE ................................................................     73
SECTION 7.1.      DUTIES OF TRUSTEE ....................................     73
SECTION 7.2.      RIGHTS OF TRUSTEE ....................................     74
SECTION 7.3.      INDIVIDUAL RIGHTS OF TRUSTEE .........................     75
SECTION 7.4.      TRUSTEE'S DISCLAIMER .................................     75
SECTION 7.5.      NOTICE OF DEFAULT ....................................     75
SECTION 7.6.      REPORTS BY TRUSTEE TO HOLDERS ........................     76
SECTION 7.7.      COMPENSATION AND INDEMNITY ...........................     76
SECTION 7.8.      REPLACEMENT OF TRUSTEE ...............................     77
SECTION 7.9.      SUCCESSOR TRUSTEE BY MERGER, ETC. ....................     78
SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION ........................     78
SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY ....     78


ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE ...............................     79
SECTION 8.1.      OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
                  DEFEASANCE ...........................................     79
SECTION 8.2.      LEGAL DEFEASANCE AND DISCHARGE .......................     79
SECTION 8.3.      COVENANT DEFEASANCE ..................................     79
SECTION 8.4.      CONDITIONS TO LEGAL OR COVENANT DEFEASANCE ...........     80
SECTION 8.5.      DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE
                  HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS ........     81
SECTION 8.6.      REPAYMENT TO THE COMPANY .............................     81
SECTION 8.7.      REINSTATEMENT ........................................     82


ARTICLE IX
AMENDMENTS, SUPPLEMENTS AND WAIVERS ....................................     82
SECTION 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS ...     82
</TABLE>

                                       iii
<PAGE>
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 9.2.      AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH
                  CONSENT OF HOLDERS ...................................     83
SECTION 9.3.      COMPLIANCE WITH TIA ..................................     85
SECTION 9.4.      REVOCATION AND EFFECT OF CONSENTS ....................     85
SECTION 9.5.      NOTATION ON OR EXCHANGE OF NOTES .....................     85
SECTION 9.6.      TRUSTEE TO SIGN AMENDMENTS, ETC. .....................     86


ARTICLE X
RIGHT TO REQUIRE REPURCHASE ............................................     86
SECTION 10.1.     REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON
                  A CHANGE OF CONTROL ..................................     86


ARTICLE XI
GUARANTEE AND COLLATERAL ...............................................     89
SECTION 11.1.     GUARANTEE ............................................     89
SECTION 11.2.     EXECUTION AND DELIVERY OF GUARANTEE ..................     91
SECTION 11.3.     CERTAIN BANKRUPTCY EVENTS ............................     91
SECTION 11.4.     LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF
                  GUARANTORS ...........................................     91
SECTION 11.5.     COLLATERAL ...........................................     92
SECTION 11.6.     ADDITIONAL COLLATERAL ................................     93
SECTION 11.7.     IMPAIRMENT OF SECURITY INTERESTS .....................     94
SECTION 11.8.     OPINIONS .............................................     94
SECTION 11.9.     POSSESSION, USE AND RELEASE OF COLLATERAL ............     94
SECTION 11.10.    CERTIFICATES OF THE COMPANY AND THE GUARANTORS .......     95
SECTION 11.11.    AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE
                  UNDER THE COLLATERAL AGREEMENTS ......................     96
SECTION 11.12.    AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE
                  UNDER THE COLLATERAL AGREEMENTS ......................     96


ARTICLE XII
MISCELLANEOUS ..........................................................     96
SECTION 12.1.     TIA CONTROLS .........................................     96
SECTION 12.2.     NOTICES ..............................................     97
SECTION 12.3.     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS .........     98
SECTION 12.4.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT ...     98
SECTION 12.5.     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION ........     98
</TABLE>


                                       iv
<PAGE>
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 12.6.     RULES BY TRUSTEE, PAYING AGENT, REGISTRAR ............     99
SECTION 12.7.     LEGAL HOLIDAYS .......................................     99
SECTION 12.8.     GOVERNING LAW ........................................     99
SECTION 12.9.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS ........     99
SECTION 12.10.    NO RECOURSE AGAINST OTHERS ...........................    100
SECTION 12.11.    SUCCESSORS ...........................................    100
SECTION 12.12.    DUPLICATE ORIGINALS ..................................    100
SECTION 12.13.    SEVERABILITY .........................................    100
SECTION 12.14.    TABLE OF CONTENTS, HEADINGS, ETC. ....................    100
SECTION 12.15.    QUALIFICATION OF INDENTURE ...........................    100
SECTION 12.16.    REGISTRATION RIGHTS ..................................    101


SIGNATURES .............................................................    102

EXHIBIT A
FORM OF NOTE ...........................................................    A-1

EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER ........................................    B-1

EXHIBIT C
FORM OF CERTIFICATE OF EXCHANGE ........................................    C-1

EXHIBIT D
FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR ...    D-1

EXHIBIT E
FORM OF PLEDGE AND SECURITY AGREEMENT ..................................    E-1

EXHIBIT F
FORM OF INTERCREDITOR AGREEMENT ........................................    F-1
</TABLE>




                                        v
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
 TIA                                                                  INDENTURE
SECTION                                                                SECTION
-------                                                                -------
<S>                                                                  <C>

310(a)(1)........................................................           7.10
   (a)(2)........................................................           7.10
   (a)(3)........................................................           N.A.
   (a)(4)........................................................           N.A.
   (a)(5)........................................................           7.10
   (b)...........................................................           7.10
   (c)...........................................................           N.A.


311(a)...........................................................           7.11
   (b)...........................................................           7.11
   (c)...........................................................           N.A.


312(a)...........................................................            2.5
   (b)...........................................................           13.3
   (c)...........................................................           13.3


313(a)...........................................................            7.6
   (b)...........................................................            7.6
   (c)...........................................................            7.6
   (d)...........................................................           N.A.


314(a)...........................................................    4.7(a), 4.8
   (b)(1)........................................................           11.8
   (b)(2)........................................................           11.8
   (c)(1)........................................................     12.4, 12.5
   (c)(2)........................................................     12.4, 12.5
   (c)(3)........................................................           N.A.
   (d)...........................................................        11.9(c)
   (e)...........................................................           N.A.
   (f)...........................................................           N.A.


315(a)...........................................................           N.A.
   (b)...........................................................            7.5
   (c)...........................................................            7.1
   (d)...........................................................            7.1
   (e)...........................................................           N.A.


316(a)(last sentence)............................................            2.9
</TABLE>



                                       vi
<PAGE>
<TABLE>
<CAPTION>
 TIA                                                                  INDENTURE
SECTION                                                                SECTION
-------                                                                -------
<S>                                                                  <C>
   (a)(1)(A).....................................................           N.A.
   (a)(1)(B).....................................................           N.A.
   (a)(2)........................................................           N.A.
   (b)...........................................................            6.8


317(a)(1)........................................................            6.5
   (a)(2)........................................................            6.4
   (b)...........................................................            2.4


318(a)...........................................................           N.A.
   (b)...........................................................           N.A.
   (c)...........................................................           13.1
</TABLE>


----------

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







                                       vii
<PAGE>
            INDENTURE, dated as of March 28, 2002, by and among Penton Media,
Inc., a Delaware corporation (the "Company"), the Guarantors (as defined) and
U.S. Bank National Association, as trustee (the "Trustee").

            Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Company's
11-7/8% Series A Senior Secured Notes due 2007 (the "Series A Notes") and the
class of 11-7/8% Series B Senior Secured Notes due 2007 (the "Series B Notes")
to be exchanged for the 11-7/8% Series A Senior Secured Notes due 2007:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.      DEFINITIONS

      "144A Global Note" means one or more Global Notes bearing the Private
Placement Legend that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Notes sold in reliance
on Rule 144A.

      "Acceleration Notice" shall have the meaning specified in Section 6.2.

      "Acquired Indebtedness" means Indebtedness (including Disqualified Capital
Stock) of any Person existing at the time such Person becomes a Subsidiary of
the Company, including by designation, or is merged or consolidated into or with
the Company or one of its Subsidiaries.

      "Acquisition" means the purchase or other acquisition of any Person or all
or substantially all the assets of any Person by any other Person, whether by
purchase, merger, consolidation, or other transfer, and whether or not for
consideration.

      "Additional Notes" means additional Notes having identical terms and
conditions to the Notes issued on the Issue Date that may be issued pursuant to
this Indenture after the Issue Date, other than pursuant to an Exchange Offer or
otherwise in exchange for or in replacement of outstanding Notes.

      "Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, the term "control" means the power to direct the
management and policies of a Person, directly or through one or more
intermediaries, whether through the ownership of voting securities, by contract,
or otherwise; provided, that with respect to ownership interest in the Company
and its Subsidiaries, a Beneficial Owner of 10% or more of the total voting
power normally entitled to vote in the election of directors, managers or
trustees, as applicable, shall for such purposes be deemed to constitute
control. Notwithstanding the foregoing, Affiliate shall not include Wholly Owned
Subsidiaries.

      "Affiliate Transaction" shall have the meaning specified in Section 4.10.
<PAGE>
      "After-Acquired Property" means assets or property of the type that
constitutes or would constitute Collateral that is acquired after the date of
this Indenture.

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

      "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 at
the relevant time.

      "Asset Sale" shall have the meaning specified in Section 4.14.

      "Asset Sale Offer" shall have the meaning specified in Section 4.14.

      "Asset Sale Offer Amount" shall have the meaning specified in Section
4.14.

      "Asset Sale Offer Period" shall have the meaning specified in Section
4.14.

      "Asset Sale Offer Price" shall have the meaning specified in Section 4.14.
"Authentication Order" shall have the meaning specified in Section 2.2.

      "Average Life" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (1) the sum of the
products (a) of the number of years from the date of determination to the date
or dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (2) the sum of all such principal (or redemption)
payments.

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

      "Beneficial Owner" or "beneficial owner" for purposes of the definition of
Change of Control and Affiliate has the meaning attributed to it in Rules 13d-3
and 13d-5 under the Exchange Act (as in effect on the Issue Date), whether or
not applicable.

      "Board of Directors" means, with respect to any Person, the board of
directors of such Person or any committee of the Board of Directors of such
Person authorized, with respect to any particular matter, to exercise the power
of the board of directors of such Person.

      "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

      "Broker-Dealer" means any broker-dealer that receives Exchange Notes for
its own account in the Exchange Offer in exchange for Notes that were acquired
by such broker-dealer as a result of market-making or other trading activities.


                                        2
<PAGE>
       "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
 which is not a day on which banking institutions in New York, New York are
 authorized or obligated by law or executive order to close.

      "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

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

      "Cash" or "cash" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public or private debts.

      "Cash Equivalent" means:

                  (1)   securities issued or directly and fully guaranteed or
      insured by the United States of America or any agency or instrumentality
      thereof (provided, that the full faith and credit of the United States of
      America is pledged in support thereof); or

                  (2)   time deposits and certificates of deposit and commercial
      paper issued by the parent corporation of any domestic commercial bank of
      recognized standing having capital and surplus in excess of $500,000,000;
      or

                  (3)   commercial paper issued by others rated at least A-2 or
      the equivalent thereof by S&P or at least P-2 or the equivalent thereof by
      Moody's; or

                  (4)   readily marketable direct obligations issued by any
      state of the United States of America or any political subdivision thereof
      having one of the two highest rating categories obtainable from either
      Moody's or S&P; or

                  (5)   repurchase obligations with a term of not more than
      seven days for underlying securities of the types described in clauses (1)
      and (2) above entered into with any financial institution meeting the
      qualifications specified in clause (2) above,

and in the case of each of (1), (2), (3) and (4), maturing within one year after
the date of acquisition.

      "Change of Control" means:

                  (1)   any sale, transfer, conveyance or other disposition
      (other than by way of merger or consolidation) of all or substantially all
      of the Company's assets, on a



                                       3
<PAGE>
      consolidated basis, in one transaction or a series of related
      transactions, to any "person" (including any group that is deemed to be a
      "person");

                  (2)   the consummation of any transaction, including, without
      limitation, any merger or consolidation, whereby any "person" (including
      any group that is deemed to be a "person") is or becomes the Beneficial
      Owner, directly or indirectly, of more than 35% of the aggregate Voting
      Equity Interests of the surviving entity or entities;

                  (3)   the Continuing Directors cease for any reason to
      constitute a majority of the Company's Board of Directors then in office;
      or

                  (4)   the Company adopts a plan of liquidation.

      As used in this definition, "person" (including any group that is deemed
to be a "person") has the meaning given by Section 13(d) of the Exchange Act,
whether or not applicable.

      "Change of Control Offer" shall have the meaning specified in Section
10.1.

      "Change of Control Offer Period" shall have the meaning specified in
Section 10.1.

      "Change of Control Purchase Date" shall have the meaning specified in
Section 10.1.

      "Change of Control Purchase Price" shall have the meaning specified in
Section 10.1.

      "Clearstream" means Clearstream Banking S.A., or its successors.

      "Collateral" means any assets of the Company or any Guarantor defined as
"Collateral" in any of the Collateral Agreements and assets from time to time on
which a Lien exists as security for any of the obligations hereunder or under
the Notes, the Guarantees, the Collateral Agreements or the Registration Rights
Agreement; provided, that in no event shall Collateral include Excluded Assets.

      "Collateral Agreements" mean, collectively, the Pledge and Security
Agreement and all other pledges, agreements, financing statements, filings or
other documents that grant or evidence the Lien in the Collateral in favor of
the Trustee for the benefit of the Holders of the Notes as any of the foregoing
may from time to time be amended, restated or supplemented as permitted by this
Indenture.

      "Common Stock" means the common stock of the Company, par value $.01 per
share.

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

      "Consolidated EBITDA" means, with respect to any Person, for any period,
the Consolidated

                                        4
<PAGE>
Net Income of such Person for such period adjusted to add thereto (to the extent
deducted from net revenues in determining Consolidated Net Income), without
duplication, the sum of:

                  (1)   Consolidated income tax expense;

                  (2)   Consolidated depreciation and amortization expense;

                  (3)   Consolidated Fixed Charges; and

                  (4)   all other non-cash items reducing Consolidated Net
      Income (other than items that will require cash payments and for which an
      accrual or reserve is, or is required by GAAP to be, made), less all
      non-cash items increasing Consolidated Net Income, all as determined on a
      consolidated basis in accordance with GAAP,

less the amount of all cash payments made by such Person or any of its
Subsidiaries during such period to the extent such payments relate to non-cash
charges that were added back in determining Consolidated EBITDA for such period
or any prior period; provided, that consolidated income tax expense and
depreciation and amortization and other non-cash charges of a Subsidiary that is
a less than Wholly Owned Subsidiary shall only be added to the extent of the
equity interest of such Person in such Subsidiary.

      "Consolidated Fixed Charges" of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of:

            (a)   interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such Person and its
Consolidated Subsidiaries during such period, including (1) original issue
discount and non-cash interest payments or accruals on any Indebtedness, (2) the
interest portion of all deferred payment obligations, and (3) all commissions,
discounts and other fees and charges owed with respect to bankers' acceptances
and letters of credit financings and currency and Interest Swap and Hedging
Obligations, in each case to the extent attributable to such period; and

            (b)   the amount of dividends accrued or payable (or guaranteed) by
such Person or any of its Consolidated Subsidiaries in respect of Preferred
Stock (other than by Subsidiaries of such Person to such Person or such Person's
Consolidated Subsidiaries).

For purposes of this definition, (x) interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined in good
faith by the Company to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP and (y) interest expense attributable
to any Indebtedness represented by the guarantee by such Person or a Subsidiary
of such Person of an obligation of another Person shall be deemed to be the
interest expense attributable to the Indebtedness guaranteed.


                                        5
<PAGE>
      "Consolidated Net Income" means, with respect to any Person for any
period, the net income (or loss) of such Person and its Consolidated
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for
such period, adjusted to exclude (only to the extent included in computing such
net income (or loss) and without duplication):

            (a)   all gains (but not losses) that are either extraordinary (as
determined in accordance with GAAP) or are either unusual or non-recurring
(including any gain from the sale or other disposition of assets outside the
ordinary course of business or from the issuance or sale of any capital stock);

            (b)   the net income, if positive, of any Person, other than a
Consolidated Subsidiary, in which such Person or any of its Consolidated
Subsidiaries has an interest, except that such Person's or such Consolidated
Subsidiary's interest in the net income of any such Person for such period will
be included in such Consolidated Net Income up to the aggregate amount of any
dividends or distributions actually paid in cash to such Person or a
Consolidated Subsidiary of such Person during such period;

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

            (d)   the net income, if positive, of any of such Person's
Consolidated Subsidiaries to the extent that the declaration or payment of
dividends or similar distributions is not at the time permitted by operation of
the terms of its charter or bylaws or any other agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Consolidated Subsidiary, except that such Person's interest in the net income of
any such Consolidated Subsidiary for such period will be included in such
Consolidated Net Income up to the aggregate amount of cash that could have been
distributed by such Consolidated Subsidiary during such period to such Person as
a dividend; and

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

      "Consolidated Subsidiary" means, for any Person, each Subsidiary of such
Person (whether now existing or hereafter created or acquired) the financial
statements of which are consolidated for financial statement reporting purposes
with the financial statements of such Person in accordance with GAAP.

      "Consolidation" means, with respect to the Company, the consolidation of
the accounts of the Subsidiaries with those of the Company, all in accordance
with GAAP; provided, that "consolidation" will not include consolidation of the
accounts of any Unrestricted Subsidiary with the accounts of the Company. The
term "consolidated" has a correlative meaning to the foregoing.

      "Continuing Director" means during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of


                                        6
<PAGE>
Directors or whose nomination for election by the stockholders of the Company
was approved by a vote of a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved, including new directors
designated in or provided for in an agreement regarding the merger,
consolidation or sale, transfer or other conveyance, of all or substantially all
of the assets of the Company, if such agreement was approved by a vote of such
majority of directors).

      "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 180 East Fifth Street, St. Paul,
Minnesota 55101, 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 a successor Trustee may designate from time to time by
notice to the Holders and the Company), in either case which shall be located in
the Borough of Manhattan, The City of New York. To the extent the Corporate
Trust Office is located other than in the Borough of Manhattan, The City of New
York, the Trustee shall maintain an office or agency in the Borough of
Manhattan, The City of New York.

      "Covenant Defeasance" shall have the meaning specified in Section 8.3.

      "Credit Facility" means the Amended and Restated Credit Agreement, dated
as of March 8, 2002, among the Company, the lenders party thereto, Bank of
America N.A., as syndication agent, Bank One, NA and Fleet National Bank, as
co-documentation agents, and The Bank of New York, as administrative agent, and
any related notes, guarantees, security agreements, and other collateral
documents, instruments and agreements executed by the Company and/or any of its
Subsidiaries, as such Amended and Restated Credit Agreement and/or related
documents may be amended, restated, supplemented, renewed, replaced or otherwise
modified from time to time whether or not with the same agent, trustee,
representative lenders or holders, and, subject to the proviso to the next
succeeding sentence, irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Credit
Facility" shall include agreements in respect of Interest Swap and Hedging
Obligations with lenders (or Affiliates thereof) party from time to time to the
Amended and Restated Credit Agreement and shall also include any amendment,
amendment and restatement, renewal, extension, restructuring, supplement or
modification to the Credit Facility and all refundings, refinancings and
replacements of the Credit Facility, including any agreement:

                  (1)   extending the maturity of any Indebtedness incurred
      thereunder or contemplated thereby;

                  (2)   adding or deleting borrowers or guarantors thereunder,
      so long as borrowers and guarantors include one or more of the Company and
      its Subsidiaries and their respective successors and assigns;

                  (3)   increasing the amount of Indebtedness incurred
      thereunder or available to be borrowed thereunder; provided, that on the
      date such Indebtedness is incurred it would not be prohibited by Section
      4.11; or

                                        7
<PAGE>
                  (4)   otherwise altering the terms and conditions thereof in a
      manner not prohibited by the terms of this Indenture.

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

      "Debt Incurrence Ratio" shall have the meaning specified in Section 4.11.

      "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.

      "Defaulted Interest" shall have the meaning specified in Section 2.12.

      "Definitive Notes" means one or more certificated Notes registered in the
name of the Holder thereof and issued in accordance with Section 2.6 hereof, in
the form of Exhibit A hereto except that such Note shall not include the
information called for by footnotes 3, 4 and 8 thereof.

      "Deposit Account Control Agreement" shall have the meaning specified in
the Pledge and Security Agreement.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the person specified in Section 2.3 as the Depositary
with respect to the Notes, until a successor shall have been appointed and
become such pursuant to the applicable provision of this Indenture, and,
thereafter, "Depositary" shall mean or include such successor.

      "Disqualified Capital Stock" means with respect to any Person, (a) Equity
Interests of such Person that, by its terms or by the terms of any security into
which it is convertible, exercisable or exchangeable, is, or upon the happening
of an event or the passage of time or both would be, required to be redeemed or
repurchased (including at the option of the holder thereof) by such Person or
any of its Subsidiaries, in whole or in part, on or prior to 91 days following
the Stated Maturity of the Notes and (b) any Equity Interests of any Subsidiary
of such Person other than any common equity with no preferences, privileges, and
no redemption or repayment provisions; provided, however, that any Equity
Interest that would constitute Disqualified Capital Stock solely because the
holders thereof have the right to require the issuer to repurchase such
Disqualified Capital Stock upon the occurrence of a change of control shall not
constitute Disqualified Capital Stock if the terms of such Equity Interest
provide that (i) any such repurchases may not be made sooner than 10 days after
the Change of Control Purchase Date for the Notes and (ii) such Equity Interests
so repurchased are fully and absolutely subordinated to the indefeasible payment
in full of all principal, interest and other amounts due under the Notes
repurchased on such Change of Control Purchase Date, and any Equity Interest not
so repurchased shall remain so fully and absolutely subordinated to the Notes
not so repurchased.

      "Distribution Compliance Period" means the 40-day restricted period, as
defined in Rule 903(b)(3) under the Securities Act.

                                        8
<PAGE>
      "DTC" shall have the meaning specified in Section 2.3.

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

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

      "Event of Default" shall have the meaning specified in Section 6.1.

      "Excess Proceeds" shall have the meaning specified in Section 4.14.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

      "Exchange Notes" means Series B Notes issued pursuant to an Exchange
Offer.

      "Exchange Offer" means an offer that may be made by the Company pursuant
to the Registration Rights Agreement to exchange Exchange Notes for Series A
Notes.

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

      "Excluded Assets" means (a) cash and cash equivalents to the extent a Lien
thereon may not be perfected through the filing of a UCC financing statement or
through the obtaining of "control" (as defined in the Uniform Commercial Code),
(b) assets securing Purchase Money Indebtedness; (c) any license, contract or
agreement to the extent that a grant of a Lien on such license, contract or
agreement is prohibited by law, results in a breach or termination of the terms
thereof, or constitutes a default under or termination of such license, contract
or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9-406, 9-407 or 9-408 of the Uniform Commercial
Code (or any successor provision or provisions) of any relevant jurisdiction)
and, in any event, immediately upon the ineffectiveness, lapse or termination of
any such terms of or default under such license, contract or agreement, the
Excluded Assets shall not include, and such debtor shall be deemed to have
granted a security interest in, all such licenses, contracts or agreements as if
such terms or defaults had never been in effect, (d) the Capital Stock of Duke
Communications International, Inc. and Internet World Media, Inc. and the Equity
Interests of Subsidiaries acquired by the Company or the Guarantors after the
Issue Date, (e) Equity Interests owned by the Company or the Guarantors in (i)
Leisurehub.com Limited, (ii) Penton Media France SAS, and (iii) ComMunic GmbH
Kongresse-Messen Seminare, and (f) the Equity Interests of Foreign Subsidiaries
directly owned by the Company or the Guarantors which exceed 65% of the
outstanding Equity Interests of such Foreign Subsidiaries and all of the Equity
Interests of the Company's other Foreign Subsidiaries; provided, that Excluded
Assets do not include the proceeds

                                        9
<PAGE>
thereof to the extent such proceeds do not otherwise constitute Excluded Assets.

      "Exempted Affiliate Transaction" means (a) the payment of reasonable fees
and compensation to and indemnity provided for the benefit of directors,
officers, employees or consultants of the Company or any Guarantor in the
ordinary course of business and consistent with past practices or approved by a
majority of the independent members of the Board of Directors of the Company (or
a committee comprised solely of independent directors), (b) a transaction solely
between the Company and any of its Consolidated Subsidiaries or solely among
Consolidated Subsidiaries of the Company, (c) any issuance of securities
pursuant to, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, bonus plans,
stock option and stock ownership plans approved by the Board of Directors of the
Company, (d) loans or advances to employees existing on the Issue Date and,
thereafter, in the ordinary course of business in accordance with past practices
of the Company or any Guarantor, but in any event not to exceed $5,000,000 in
the aggregate outstanding at any one time (excluding amounts loaned or advanced
in accordance with clause (e) of the definition of "Permitted Investment"); (e)
the issuance or sale of any Qualified Capital Stock of the Company approved by a
majority of the members of the Board of Directors and, if any, a majority of the
independent members of such Board of Directors, and (f) any Restricted Payments
and Investments permitted by the provisions of Section 4.3.

      "Existing Indebtedness" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Facility) in existence on
the Issue Date, reduced to the extent such amounts are repaid, refinanced or
retired.

      "Foreign Subsidiary" means any Subsidiary of the Company which (i) is not
organized under the laws of the United States, any state thereof or the District
of Columbia and (ii) conducts substantially all of its business operations
outside the United States of America.

      "GAAP" means United States generally accepted accounting principles as in
effect on the Issue Date as set forth in (1) the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants, (2) statements and pronouncements of the Financial Accounting
Standards Board, (3) such other statements by such other entity as approved by a
significant segment of the accounting profession in the United States and (4)
the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC. All ratios and computations
based on GAAP contained in this Indenture shall be computed in conformity with
GAAP.

      "Global Notes" means one or more Notes in the form of Exhibit A hereto
that includes the information referred to in footnotes 3, 4 and 8 to the form of
Note, attached hereto as Exhibit A, issued under this Indenture, that is
deposited with or on behalf of and registered in the name of the Depositary or
its nominee.

      "Global Note Legend" means the legend set forth in Section 2.6(g)(2),
which is required to

                                       10
<PAGE>
be placed on all Global Notes issued under this Indenture.

      "Guarantee" shall have the meaning provided in Section 11.1.

      "Guarantor" means each of the Company's present and future Subsidiaries
that at the time are guarantors of the Notes in accordance with this Indenture.

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

      "incur" or "incurrence" shall have the meaning specified in Section 4.11.

      "Incurrence Date" shall have the meaning specified in Section 4.11.

      "Indebtedness" of any Person means, without duplication,

            (a)   all liabilities and obligations, contingent or otherwise, of
such Person, to the extent such liabilities and obligations would appear as a
liability upon the consolidated balance sheet of such Person in accordance with
GAAP, (1) in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), (2) evidenced by bonds, notes, debentures or similar instruments, or
(3) representing the balance deferred and unpaid of the purchase price of any
property or services, except those incurred in the ordinary course of its
business that would constitute ordinarily a trade payable to trade creditors;

            (b)   all liabilities and obligations, contingent or otherwise, of
such Person (1) evidenced by bankers' acceptances or similar instruments issued
or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3)
evidenced by a letter of credit or a reimbursement obligation of such Person
with respect to any letter of credit;

            (c)   all net obligations of such Person under Interest Swap and
Hedging Obligations;

            (d)   all liabilities and obligations of others of the kind
described in the preceding clause (a), (b) or (c) that such Person has
guaranteed or provided credit support or that is otherwise its legal liability
or which are secured by any assets or property of such Person;

            (e)   any and all deferrals, renewals, extensions, refinancings and
refundings (whether direct or indirect) of, or amendments, modifications or
supplements to, any liability of the kind described in any of the preceding
clauses (a), (b), (c) or (d), or this clause (e), whether or not between or
among the same parties; and

            (f)   all Disqualified Capital Stock of such Person (measured at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends);

                                       11
<PAGE>
provided, that (1) any indebtedness which has been defeased in accordance with
GAAP or defeased pursuant to the deposit of cash or U.S. Government Obligations
(in an amount sufficient to satisfy all such indebtedness obligations at
maturity or redemption, as applicable, and all payments of interest and premium,
if any) in a trust or account created or pledged for the sole benefit of the
holders of such indebtedness, and subject to no other Liens, and the other
applicable terms of the instrument governing such indebtedness, and (2)
obligations created, issued or incurred by any Person with respect to customer
subscription payments or customer deposits for trade shows and exhibitions shall
not constitute "Indebtedness."

      For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the terms hereof, and if such
price is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value to be determined in good faith by the
Board of Directors of the issuer (or managing general partner of the issuer) of
such Disqualified Capital Stock.

      The amount of any Indebtedness outstanding as of any date shall be (1) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, but the accretion of original issue discount in accordance with
the original terms of Indebtedness issued with an original issue discount will
not be deemed to be an incurrence and (2) the principal amount thereof, together
with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

      "Indenture" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof.

      "Indirect Participant" means any entity that, with respect to DTC, clears
through or maintains a direct or indirect, custodial relationship with a
Participant.

      "Initial Purchaser" means Credit Suisse First Boston Corporation.

      "Initial Notes" means the 11 7/8% Series A Senior Secured Notes due 2007,
as supplemented from time to time in accordance with the terms hereof, issued
under this Indenture that contain the information referred to in footnotes 6 and
7 to the form of Note attached hereto as Exhibit A.

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

      "Intercreditor Agreement" means the Intercreditor Agreement, dated the
date of this Indenture, between the Trustee and the agent for the lenders under
the Credit Facility, as amended from time to time or replaced pursuant to the
terms thereof and as permitted by the terms of this Indenture.

      "Interest Payment Date" means the stated due date of an installment of
interest on the Notes.

                                       12
<PAGE>
      "Interest Swap and Hedging Obligation" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

      "Investment" by any Person in any other Person means (without
duplication):

            (a)   the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of Equity Interests, capital stock, bonds, notes, debentures,
partnership or other ownership interests or other securities, including any
options or warrants, of such other Person or any agreement to make any such
acquisition;

            (b)   the making by such Person of any deposit with, or advance,
loan or other extension of credit to, such other Person (including the purchase
of property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such property to such other Person) or any
commitment to make any such advance, loan or extension (but excluding accounts
receivable, endorsements for collection or deposits arising in the ordinary
course of business);

            (c)   other than guarantees of Indebtedness of the Company or any
Guarantor to the extent permitted by Section 4.11, the entering into by such
Person of any guarantee of, or other credit support or contingent obligation
with respect to, Indebtedness or other liability of such other Person;

            (d)   the making of any capital contribution by such Person to such
other Person; and

            (e)   the designation by the Board of Directors of the Company of
any Person to be an Unrestricted Subsidiary.

The Company shall be deemed to make an Investment in an amount equal to the fair
market value of the net assets of any subsidiary (or, if neither the Company nor
any of its Subsidiaries has theretofore made an Investment in such subsidiary,
in an amount equal to the Investments being made), at the time that such
subsidiary is designated an Unrestricted Subsidiary, and any property
transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of
the Company shall be deemed an Investment valued at its fair market value at the
time of such transfer. The Company or any of its Subsidiaries shall be deemed to
have made an Investment in a Person that is or was required to be a Guarantor
if, upon the issuance, sale or other disposition of any portion of the Company's
or the Subsidiary's ownership in the Capital Stock of such Person, such Person
ceases to be a Guarantor. The fair market value of each Investment shall be
measured at the time made or

                                       13
<PAGE>
returned, as applicable.

      "Issue Date" means the date of first issuance of the Notes under this
Indenture.

      "Legal Defeasance" shall have the meaning specified in Section 8.2.

      "Legal Holiday" shall have the meaning specified in Section 12.7.

      "Leverage Ratio" on any date of determination (the "Transaction Date")
means the ratio, on a pro forma basis, of (a) the aggregate amount of
Indebtedness of the Company and its Subsidiaries on a consolidated basis to (b)
the aggregate amount of Consolidated EBITDA of the Company attributable to
continuing operations and business (exclusive of amounts attributable to
operations and businesses permanently discontinued or disposed of) for the
Reference Period; provided, that for purposes of calculating Consolidated EBITDA
for this definition:

                  (i)   Acquisitions that were made by the Company or any of its
      Subsidiaries (including any Person who subsequently became a Subsidiary or
      that was merged with or into the Company or another Subsidiary) during the
      Reference Period or subsequent to the Reference Period and on or prior to
      the Transaction Date shall be assumed to have occurred on the first day of
      the Reference Period without regard to the effect of clause (c) of the
      definition of "Consolidated Net Income," and any pro forma adjustments
      shall be made in accordance with Regulation S-X promulgated by the SEC;

                  (ii)  transactions giving rise to the need to calculate the
      Leverage Ratio shall be assumed to have occurred on the first day of the
      Reference Period without regard to the effect of clause (c) of the
      definition of "Consolidated Net Income;"

                  (iii) the incurrence of any Indebtedness or issuance of any
      Disqualified Capital Stock during the Reference Period or subsequent to
      the Reference Period and on or prior to the Transaction Date (and the
      application of the proceeds therefrom to the extent used to refinance or
      retire other Indebtedness) shall be assumed to have occurred on the first
      day of the Reference Period; and

                  (iv)  the Consolidated Fixed Charges of such Person
      attributable to interest on any Indebtedness or dividends on any
      Disqualified Capital Stock bearing a floating interest (or dividend) rate
      shall be computed on a pro forma basis as if the average rate in effect
      from the beginning of the Reference Period to the Transaction Date had
      been the applicable rate for the entire period, unless such Person or any
      of its Subsidiaries is a party to an Interest Swap or Hedging Obligation
      (which shall remain in effect for the twelve-month period immediately
      following the Transaction Date) that has the effect of fixing the interest
      rate on the date of computation, in which case such rate (whether higher
      or lower) shall be used.

      "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security


                                       14
<PAGE>
interest, hypothecation or other encumbrance upon or with respect to any
property of any kind, real or personal, movable or immovable, now owned or
hereafter acquired.

      "Liquidated Damages" means all liquidated damages then owing pursuant to
the Registration Rights Agreement.

      "Maturity Date" means, when used with respect to any Note, the date
specified on such Note as the fixed date on which the final installment of
principal of such Note is due and payable (in the absence of any acceleration
thereof pursuant to the provisions of this Indenture regarding acceleration of
Indebtedness or any Change of Control Offer or Asset Sale Offer).

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

      "Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents
received by the Company in the case of a sale of Qualified Capital Stock and by
the Company and its Subsidiaries in respect of an Asset Sale plus, in the case
of an issuance of Qualified Capital Stock upon any exercise, exchange or
conversion of securities (including options, warrants, rights and convertible or
exchangeable debt) of the Company that were issued for cash on or after the
Issue Date, the amount of cash originally received by the Company upon the
issuance of such securities (including options, warrants, rights and convertible
or exchangeable debt) less, in each case, the sum of all payments, fees,
commissions and (in the case of Asset Sales, reasonable and customary), expenses
(including, without limitation, the fees and expenses of legal counsel and
investment banking fees and expenses) incurred in connection with such Asset
Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only,
less the amount (estimated reasonably and in good faith by the Company) of
income, franchise, sales and other applicable taxes required to be paid by the
Company or any of its respective Subsidiaries in connection with such Asset Sale
in the taxable year that such sale is consummated or in the immediately
succeeding taxable year, the computation of which shall take into account the
reduction in tax liability resulting from any available operating losses and net
operating loss carryovers, tax credits and tax credit carryforwards, and similar
tax attributes.

      "Non-Recourse Indebtedness" means Indebtedness (a) as to which neither the
Company nor any of its Subsidiaries (1) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (2) is directly or indirectly liable (as a guarantor or
otherwise), or (3) constitutes the lender, and (b) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

      "Notes" means, collectively (i) the Initial Notes, (ii) the Exchange
Notes, when and if issued as provided in the Registration Rights Agreement, and
(iii) the Additional Notes.

      "Offering" or "offering" means the offering of the Notes by the Company.


                                       15
<PAGE>
      "Officer" means, with respect to the Company or any Guarantor, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer, the Controller, or the Secretary of the Company or such
Guarantor.

      "Officers' Certificate" means, with respect to the Company or any
Guarantor, a certificate signed by two Officers or by an Officer and an
Assistant Secretary of the Company or such Guarantor, and otherwise complying
with the requirements of Sections 12.4 and 12.5.

      "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
12.4 and 12.5.

      "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 The Depository Trust Company,
shall include Euroclear and Clearstream).

      "Paying Agent" shall have the meaning specified in Section 2.3.

      "Permitted Earn-Out Obligations" means any obligation of the Company or
any Guarantor requiring the Company or such Guarantor to make a payment in
respect of an adjustment to the purchase price, or any similar obligation, in
either case, incurred or assumed in connection with an Acquisition by the
Company or such Guarantor.

      "Permitted Indebtedness" means that:

            (a)   the Company and the Guarantors may incur Indebtedness
evidenced by the Notes and the Guarantees issued pursuant to this Indenture up
to the amounts being issued on the original Issue Date less any amounts repaid
or retired;

            (b)   the Company and the Guarantors, as applicable, may incur
Refinancing Indebtedness with respect to any Existing Indebtedness or any
Indebtedness (including Disqualified Capital Stock) described in clause (a) of
this definition or incurred pursuant to the Debt Incurrence Ratio, or which was
refinanced pursuant to this clause (b);

            (c)   the Company and its Subsidiaries may incur Indebtedness solely
in respect of bankers acceptances, performance bonds and letters of credit to
the extent not drawn upon (to the extent that such incurrence does not result in
the incurrence of any obligation to repay any obligation relating to borrowed
money or other Indebtedness), all in the ordinary course of business in
accordance with customary industry practices, in amounts and for the purposes
customary in the Company's industry;provided, that the aggregate principal
amount outstanding of such Indebtedness (including any Refinancing Indebtedness
and any other Indebtedness issued to retire, refinance, refund, defease or
replace such Indebtedness) shall at no time exceed $10,000,000;

            (d)   the Company may incur Indebtedness owed to (borrowed from) any
Guarantor, and any Guarantor may incur Indebtedness owed to (borrowed from) any
other Guarantor

                                       16
<PAGE>
or the Company; provided, that in the case of Indebtedness of the Company, such
obligations shall be unsecured and contractually subordinated in all respects to
the Company's obligations pursuant to the Notes and any event that causes such
Guarantor no longer to be a Guarantor (including by designation to be an
Unrestricted Subsidiary) shall be deemed to be a new incurrence by such issuer
of such Indebtedness and any guarantor thereof subject to the provisions of
Section 4.11;

            (e)   the Company and the Guarantors may incur Interest Swap and
Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate or currency risk with respect to any fixed or floating rate
Indebtedness that is permitted by this Indenture to be outstanding or any
receivable or liability the payment of which is determined by reference to a
foreign currency (and not for the purpose of speculation); provided, that the
notional amount of any such Interest Swap and Hedging Obligation does not exceed
the principal amount of Indebtedness to which such Interest Swap and Hedging
Obligation relates; and

            (f)   the Company and the Guarantors may incur Indebtedness arising
from Permitted Earn-Out Obligations; provided, that either (1) immediately after
giving effect thereto, on a pro forma basis, the Company would be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence
Ratio or (2) the Company could incur the amount of such Indebtedness under any
of clauses (a) or (b) set forth in Section 4.11 (or a combination thereof), and,
in such event, such incurrence shall, until such time as the aggregate amount
incurred is paid, reduce the amount available under any of such clauses (or a
combination thereof), as determined by the Company, in an aggregate amount equal
to the Permitted Earn-Out Obligation.

      "Permitted Investment" means:

            (a)   any Investment in any of the Notes;

            (b)   any Investment in Cash Equivalents;

            (c)   intercompany Indebtedness to the extent permitted under clause
(d) of the definition of "Permitted Indebtedness;"

            (d)   any Investment by the Company or any Guarantor in the Company
or any Guarantor, or in a Person in a Related Business if as a result of such
Investment such Person immediately becomes a Subsidiary or such Person is
immediately merged with or into the Company or a Guarantor;

            (e)   loans or advances to executives of the Company pursuant to the
Company's Executive Loan Program, established in January 2000, in accordance
with past practices of the Company, but in any event not to exceed $2,000,000 in
the aggregate per year;

            (f)   other Investments in any Person or Persons, provided, that
after giving pro forma effect to each such Investment, the aggregate amount of
all such Investments made on and after June 28, 2001 pursuant to this clause (f)
that are outstanding (after giving effect to any such

                                       17
<PAGE>
Investments that are returned to the Company or the Guarantor that made such
prior Investment, without restriction, in cash on or prior to the date of any
such calculation, but only up to the amount of the Investment made under this
clause (f) in such Person) at any time does not in the aggregate exceed
$15,000,000 (measured by the value attributed to the Investment at the time made
or returned, as applicable);

            (g)   any asset exchange permitted under clause (7) of Section 4.14;

            (h)   Investments made by the Issuer or its Subsidiaries as a result
of non-cash consideration received in connection with an Asset Sale made in
compliance with Section 4.14; and

            (i)   any Investment by the Company in a Person as a result of which
the Company or any Guarantor holds a minority interest in such Person; provided,
that any such Investment may only be made with the aggregate Asset Sale Offer
Amount, if any, remaining after payment of all amounts payable in connection
with any Asset Sale Offer.

      "Permitted Lien" means:

            (a)   Liens existing on the Issue Date;

            (b)   Liens imposed by governmental authorities for taxes,
assessments or other charges not yet subject to penalty or which are being
contested in good faith and by appropriate proceedings, if adequate reserves
with respect thereto are maintained on the books of the Company in accordance
with GAAP;

            (c)   statutory liens of carriers, warehousemen, mechanics, material
men, landlords, repairmen or other like Liens arising by operation of law in the
ordinary course of business provided that (1) the underlying obligations are not
overdue for a period of more than 60 days, or (2) such Liens are being contested
in good faith and by appropriate proceedings and adequate reserves with respect
thereto are maintained on the books of the Company in accordance with GAAP;

            (d)   Liens securing the performance of bids, trade contracts (other
than borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

            (e)   easements, rights-of-way, zoning, similar restrictions and
other similar encumbrances or minor imperfections of title which, in the
aggregate, do not in any case materially detract from the value of the property
subject thereto (as such property is used by the Company or any of its
Subsidiaries) or interfere with the ordinary conduct of the business of the
Company and any of its Subsidiaries taken as a whole;

            (f)   Liens arising by operation of law in connection with
judgments, only to the extent, for an amount and for a period not resulting in
an Event of Default with respect thereto;

                                       18
<PAGE>
            (g)   pledges or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security legislation;

            (h)   Liens securing the Notes and the Guarantees, including under
the Collateral Agreements;

            (i)   Liens securing Indebtedness of a Person existing at the time
such Person becomes a Subsidiary or is merged with or into the Company or a
Subsidiary or Liens securing Indebtedness incurred in connection with an
Acquisition, provided, that such Liens were in existence prior to the date of
such acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any other assets;

            (j)   leases or subleases granted to other Persons in the ordinary
course of business not materially interfering with the conduct of the business
of the Company or any of its Subsidiaries or materially detracting from the
value of the relative assets of the Company or any Subsidiary;

            (k)   Liens arising from precautionary Uniform Commercial Code
financing statement filings regarding operating leases entered into by the
Company or any of its Subsidiaries in the ordinary course of business;

            (l)   Liens securing Refinancing Indebtedness incurred to refinance
any Indebtedness that was previously so secured in a manner no more adverse to
the Holders of the Notes than the terms of the Liens securing such refinanced
Indebtedness, and provided that the Indebtedness secured is not increased and
the Lien is not extended to any additional assets or property that would not
have been security for the Indebtedness refinanced; and

            (m)   Liens securing Indebtedness incurred under the Credit Facility
in accordance with the terms of Section 4.11.

      "Person" or "person" means any corporation, individual, limited liability
company, joint stock company, joint venture, partnership, unincorporated
association, governmental regulatory entity, country, state or political
subdivision thereof, trust, municipality or other entity.

      "Pledge and Security Agreement" means the Pledge and Security Agreement,
dated the date of this Indenture, executed by the Company and the Guarantors in
favor of the Trustee as the same may from time to time be amended, restated or
supplemented as permitted by this Indenture.

      "Preferred Stock" means any Equity Interest of any class or classes of a
Person (however designated) which is preferred as to payments of dividends, or
as to distributions upon any liquidation or dissolution, over Equity Interests
of any other class of such Person.

      "Private Placement Legend" means the legend set forth in Section 2.6(g)(1)
to be placed on all Notes issued under this Indenture except where specifically
stated otherwise by the provisions of this Indenture.

                                       19
<PAGE>
      "principal" of any Indebtedness means the principal of such Indebtedness.

      "Pro Forma" or "pro forma" shall have the meaning set forth in Regulation
S-X of the Securities Act, unless otherwise specifically stated herein.

      "property" means any right or interest in or to property or assets of any
kind whatsoever, whether real, personal or mixed and whether tangible,
intangible, contingent, direct or indirect.

      "Public Equity Offering" means an underwritten public offering for cash
pursuant to a registration statement filed with the SEC in accordance with the
Securities Act of Qualified Capital Stock of the Company.

      "Purchase Money Indebtedness" of any Person means any Indebtedness of such
Person to any seller or other Person incurred solely to finance the acquisition
(including in the case of a Capitalized Lease Obligation, the lease),
construction, installation or improvement of any after acquired real or personal
tangible property (including Capital Stock) which, in the reasonable good faith
judgment of the Board of Directors of the Company, is directly related to a
Related Business of the Company and which is incurred concurrently with such
acquisition, construction, installation or improvement and is secured only by
the assets so financed.

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

      "Qualified Capital Stock" means any Capital Stock of the Company that is
not Disqualified Capital Stock.

      "Qualified Exchange" means:

                  (1)   any legal defeasance, redemption, retirement, repurchase
      or other acquisition of Capital Stock, or Indebtedness of the Company
      issued after the Issue Date with the Net Cash Proceeds received by the
      Company from the substantially concurrent sale of its Qualified Capital
      Stock (other than to a Subsidiary); or

                  (2)   any issuance of Qualified Capital Stock of the Company
      in exchange for any Capital Stock or Indebtedness of the Company issued
      after the Issue Date.

      "Record Date" means a record date specified in the Notes whether or not
such record date is a Business Day, or, if applicable, as specified in Section
2.12.

      "Redemption Date," when used with respect to any Note to be redeemed,
means the date fixed for such redemption pursuant to Article III of this
Indenture and Section 5 in the form of Note attached hereto as Exhibit A.

      "Redemption Price," when used with respect to any Note to be redeemed,
means the redemption price for such redemption pursuant to Section 5 in the form
of Note attached hereto as

                                       20
<PAGE>
Exhibit A, which shall include, without duplication, in each case, accrued and
unpaid interest and Liquidated Damages, if any, to the Redemption Date.

      "Reference Period" with regard to any Person means the four full fiscal
quarters ended immediately preceding any date upon which any determination is to
be made pursuant to the terms of the Notes or this Indenture.

      "Refinancing Indebtedness" means Indebtedness (including Disqualified
Capital Stock) (a) issued in exchange for, or the proceeds from the issuance and
sale of which are used substantially concurrently to repay, redeem, defease,
refund, refinance, discharge or otherwise retire for value, in whole or in part,
or (b) constituting an amendment, modification or supplement to, or a deferral
or renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness (including Disqualified Capital Stock) in a principal amount or, in
the case of Disqualified Capital Stock, liquidation preference, not to exceed
(after deduction of reasonable and customary fees and expenses incurred in
connection with the Refinancing plus the amount of any premium paid in
connection with such Refinancing in accordance with the terms of the documents
governing the Indebtedness refinanced without giving effect to any modification
thereof made in connection with or in contemplation of such refinancing) the
lesser of (1) the principal amount or, in the case of Disqualified Capital
Stock, liquidation preference, of the Indebtedness (including Disqualified
Capital Stock) so Refinanced and (2) if such Indebtedness being Refinanced was
issued with an original issue discount, the accreted value thereof (as
determined in accordance with GAAP) at the time of such Refinancing; provided,
that (A) such Refinancing Indebtedness is incurred by the Company or by the
Subsidiary who is the obligor on the Indebtedness being refinanced, (B) such
Refinancing Indebtedness shall (x) not have an Average Life shorter than the
Indebtedness (including Disqualified Capital Stock) to be so refinanced at the
time of such Refinancing and (y) in all respects, be no less contractually
subordinated or junior, if applicable, to the rights of Holders of the Notes
than was the Indebtedness (including Disqualified Capital Stock) to be
refinanced, (C) such Refinancing Indebtedness shall have a final stated maturity
or redemption date, as applicable, no earlier than the final stated maturity or
redemption date, as applicable, of the Indebtedness (including Disqualified
Capital Stock) to be so refinanced or, if sooner, 91 days after the Stated
Maturity of the Notes, and (D) such Refinancing Indebtedness shall be secured
(if secured) in a manner no more adverse to the Holders of the Notes than the
terms of the Liens (if any) securing such refinanced Indebtedness, including,
without limitation, the amount of Indebtedness secured shall not be increased.

      "Reg S Permanent Global Note" means one or more permanent Global Notes
bearing the Private Placement Legend, that will be issued in an aggregate amount
of denominations equal in total to the outstanding principal amount of the Reg S
Temporary Global Note upon expiration of the Distribution Compliance Period.

      "Reg S Temporary Global Note" means one or more temporary Global Notes
bearing the Private Placement Legend and the Reg S Temporary Global Note Legend,
issued in an aggregate amount of denominations equal in total to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.

                                       21
<PAGE>
      "Reg S Temporary Global Note Legend" means the legend set forth in Section
2.6(g)(3), which is required to be placed on all Reg S Temporary Global Notes
issued under this Indenture.

      "Registrar" shall have the meaning specified in Section 2.3.

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of the Issue Date, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.

      "Regulation S" means Regulation S promulgated under the Securities Act, as
it may be amended from time to time, and any successor provision thereto.

      "Regulation S Global Note" means a Reg S Temporary Global Note or a Reg S
Permanent Global Note, as the case may be.

      "Related Business" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Company are materially related businesses.

      "Restricted Definitive Note" means one or more Definitive Notes bearing
the Private Placement Legend, issued under this Indenture.

      "Restricted Global Note" means one or more Global Notes bearing the
Private Placement Legend, issued under this Indenture; provided, that in no case
shall an Exchange Note issued in accordance with this Indenture and the terms of
the Registration Rights Agreement be a Restricted Global Note.

      "Restricted Investment" means, in one or a series of related transactions,
any Investment, other than Permitted Investments.

      "Restricted Note" means a Note, unless or until it has been (i)
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering it or (ii) distributed to the public
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act; provided, that in no case shall an Exchange Note issued in
accordance with this Indenture and the terms and provisions of the Registration
Rights Agreement be a Restricted Note.

      "Restricted Payment" means, with respect to any Person:

            (a)   the declaration or payment of any dividend or other
distribution in respect of Equity Interests of such Person or any parent of such
Person;

            (b)   any payment (except to the extent with Qualified Capital
Stock) on account of the purchase, redemption or other acquisition or retirement
for value of Equity Interests of such Person or any parent of such Person;


                                       22
<PAGE>
            (c)   other than with the proceeds from the substantially concurrent
sale of, or in exchange for, Refinancing Indebtedness, any purchase, redemption,
or other acquisition or retirement for value of, any payment in respect of any
amendment of the terms of or any defeasance of, any Subordinated Indebtedness,
directly or indirectly, by such Person or a parent or Subsidiary of such Person
prior to the scheduled maturity, any scheduled repayment of principal, or
scheduled sinking fund payment, as the case may be, of such Subordinated
Indebtedness; and

            (d)   any Restricted Investment by such Person;

provided, however, that the term "Restricted Payment" does not include (1) any
dividend, distribution or other payment on or with respect to Equity Interests
of an issuer to the extent payable solely in shares of Qualified Capital Stock
of such issuer or in options, warrants or other rights to purchase such
Qualified Capital Stock, or (2) any dividend, distribution or other payment to
the Company, or to any Guarantor, by any Subsidiary of the Company.

      "Rule 144A" means Rule 144A promulgated under the Securities Act, as it
may be amended from time to time, and any successor provision thereto.

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

      "SEC" means the Securities and Exchange Commission.

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

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

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

      "Senior Subordinated Notes" means the Company's 10 3/8% Senior
Subordinated Notes due 2011.

      "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

      "Significant Subsidiary" shall have the meaning provided under Regulation
S-X of the Securities Act, as in effect on the Issue Date.

      "Special Record Date" for payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 2.12.


                                       23
<PAGE>
      "Stated Maturity," when used with respect to any Note, means October 1,
2007.

      "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor that is subordinated in right of payment by its terms or the terms of
any document or instrument relating thereto ("contractually") to the Notes or
such Guarantee, as applicable, in any respect.

      "Subsidiary," with respect to any Person, means (1) a corporation a
majority of whose Equity Interests with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person, by such Person and one or more Subsidiaries of such Person or by
one or more Subsidiaries of such Person, (2) any other Person (other than a
corporation) in which such Person, one or more Subsidiaries of such Person, or
such Person and one or more Subsidiaries of such Person, directly or indirectly,
at the date of determination thereof has a majority ownership interest, or (3) a
partnership in which such Person or a Subsidiary of such Person is, at the time,
a general partner. Notwithstanding the foregoing, (i) an Unrestricted Subsidiary
shall not be a Subsidiary of the Company or of any Subsidiary of the Company and
(ii) ComMunic GmbH Kongresse-Messen Seminare shall be a Subsidiary of the
Company so long as the Company or any Subsidiary of the Company holds at least
50% of the Voting Equity Interests and maintains control thereof. Unless the
context requires otherwise, Subsidiary means each direct and indirect Subsidiary
of the Company.

      "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb), as in effect on the date of the execution of this
Indenture, except as provided in Section 9.3.

      "Transfer Restricted Notes" means Global Notes and Definitive Notes that
bear or are required to bear the Private Placement Legend, issued under this
Indenture.

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

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

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

      "Unrestricted Global Note" means one or more permanent Global Notes
representing a series of Notes that does not bear and is not required to bear
the Private Placement Legend, issued under this Indenture.

      "Unrestricted Subsidiary" means any subsidiary of the Company that does
not own any


                                       24
<PAGE>
Capital Stock of, or own or hold any Lien on any property of, the Company or any
other Subsidiary of the Company and that, at the time of determination, shall be
an Unrestricted Subsidiary (as designated by the Board of Directors of the
Company); provided, that such Subsidiary at the time of such designation (a) has
no Indebtedness other than Non-Recourse Indebtedness; (b) is not party to any
agreement, contract, arrangement or understanding with the Company or any
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company; (c) is a Person with respect to which neither the
Company nor any of its Subsidiaries has any direct or indirect obligation (x) to
subscribe for additional Equity Interests or (y) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; and (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any of
its Subsidiaries. The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Subsidiary, provided, that (1) no Default or
Event of Default is existing or will occur as a consequence thereof and (2)
immediately after giving effect to such designation, on a pro forma basis, the
Company could incur at least $1.00 of Indebtedness pursuant to the Debt
Incurrence Ratio. Each such designation shall be evidenced by filing with the
Trustee a certified copy of the resolution giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
foregoing conditions.

      "U.S. Government Obligations" means direct non-callable obligations of, or
noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

      "Voting Equity Interests" means Equity Interests which at the time are
entitled to vote in the election of, as applicable, directors, members or
partners generally.

      "Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of
which (other than directors' qualifying shares) are owned by the Company or one
or more Wholly Owned Subsidiaries of the Company or a combination thereof.

SECTION 1.2.      INCORPORATION BY REFERENCE OF TIA

      Whenever this Indenture refers to a provision of the TIA, such 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:

            "Commission" means the SEC.

            "indenture securities" means the Notes.

            "indenture securityholder" means a Holder or a Securityholder.

            "indenture to be qualified" means this Indenture.


                                       25
<PAGE>
            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Company, each
Guarantor and any other obligor on the Notes.

            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 and not
otherwise defined herein have the TIA meanings assigned to them thereby.

SECTION 1.3.      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 words in
      the plural include the singular;

                  (5)   provisions apply to successive events and transactions;

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

                  (7)   references to Sections or Articles means reference to
      such Section or Article in this Indenture, unless stated otherwise.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1.      FORM AND DATING

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

            The terms and provisions contained in the Notes shall constitute,
and are hereby


                                       26
<PAGE>
expressly made, a part of this Indenture, and the Company, the Guarantors and
the Trustee, by their execution and delivery of this Indenture, expressly agree
to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

            (b)   Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A 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 shall be substantially
in the form of Exhibit A 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 shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Securities Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.6 hereof.

            (c)   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 in effect at the
relevant time shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearstream.

SECTION 2.2.      EXECUTION AND AUTHENTICATION

      Two Officers shall sign the Notes for the Company by manual or facsimile
signature. In the case of Definitive Notes, such signatures may be imprinted or
otherwise reproduced on such Notes. If an Officer whose signature is on a Note
no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. A Note shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Note has been authenticated under this Indenture. The Trustee shall, upon a
written order of the Company signed by an Officer (an "Authentication Order"),
authenticate Notes for issuance up to the aggregate principal amount stated in
such Authentication Order; provided, that Notes authenticated for issuance on
the Issue Date shall not exceed $157,500,000 in aggregate principal amount. 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.


                                       27
<PAGE>
SECTION 2.3.     REGISTRAR, PAYING AGENT AND DEPOSITARY

      The Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, 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 shall 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 shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain an entity other than the Trustee as
either 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 Registrar and Paying Agent and to act as Securities Custodian with
respect to the Global Notes.

SECTION 2.4.      PAYING AGENT TO HOLD MONEY IN TRUST

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

SECTION 2.5.      HOLDER LISTS

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

SECTION 2.6.      TRANSFER AND EXCHANGE

            (a)   Transfer and Exchange of Global Notes. A Global Note may not
be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the


                                       28
<PAGE>
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 (i) the Company delivers to the Trustee notice from the
Depositary that (x) the Depositary is unwilling or unable to continue to act as
Depositary for the Global Notes and the Company thereupon fails to appoint a
successor Depositary within 90 days or (y) the Depositary is no longer a
clearing agency registered under the Exchange Act, (ii) the Company, in its sole
discretion, determines that the Global Notes (in whole but not in part) should
be exchanged for Definitive Notes and delivers a written notice to such effect
to the Trustee or (iii) upon request of the Trustee or Holders of a majority of
the aggregate principal amount of outstanding Notes if there shall have occurred
and be continuing a Default or Event of Default with respect to the Notes;
provided, that in no event shall the Reg S Temporary Global Note be exchanged by
the Company for Definitive Notes prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificate
identified by the Company and its counsel to be required pursuant to Rule 903 or
Rule 904 under the Securities Act. Upon the occurrence of any of the preceding
events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.7 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 2.6 or Section 2.7
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 2.6(a), however, beneficial interests in a
Global Note may be transferred and exchanged as provided in Section 2.6(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
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (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
      beneficial interest in the same Restricted Global Note in accordance with
      the transfer restrictions set forth in the Private Placement Legend;
      provided, however, that prior to the expiration of the Distribution
      Compliance Period, transfers of beneficial interests in the Reg S
      Temporary Global Note may not be made to a U.S. person (as such term is
      defined in Regulation S) or for the account or benefit of a U.S. person
      (other than the Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.6(b)(1).

                                       29
<PAGE>
                  (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 2.6(b)(1) above,
      the transferor of such beneficial interest must deliver to the Registrar
      either (A) (1) an order from a Participant or an Indirect Participant
      given to the Depositary in accordance with the Applicable Procedures
      directing the Depositary to credit or cause to be credited a beneficial
      interest in another Global Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given in
      accordance with the Applicable Procedures containing information regarding
      the Participant account to be credited with such increase or (B) (1) an
      order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to cause to be issued a Definitive Note in an amount equal to
      the beneficial interest to be transferred or exchanged and (2)
      instructions given by the Depositary to the Registrar containing
      information regarding the Person in whose name such Definitive Note shall
      be registered to effect the transfer or exchange referred to in (B)(1)
      above; provided, that in no event shall Definitive Notes be issued upon
      the transfer or exchange of beneficial interests in the Reg S Temporary
      Global Note prior to (x) the expiration of the Distribution Compliance
      Period and (y) the receipt by the Registrar of any certificates identified
      by the Company or its counsel to be required pursuant to Rule 903 and Rule
      904 under the Securities Act. Upon consummation of an Exchange Offer by
      the Company in accordance with Section 2.6(f) hereof, the requirements of
      this Section 2.6(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 2.6(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 in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.6(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; and

                        (B)   if the transferee will take delivery in the form
            of a beneficial interest in the Reg S Temporary Global Note or the
            Reg 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.


                                       30
<PAGE>
                  (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 2.6(b)(2) above and:

                        (A)   such exchange or transfer is effected pursuant to
            the Exchange Offer in accordance with the Registration Rights
            Agreement and Section 2.6(f) hereof, 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 (1) a Broker-Dealer,
            (2) a Person participating in the distribution of the Exchange Notes
            or (3) a Person who is an affiliate (as defined in Rule 144) of the
            Company;

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

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

                        (D)   the Registrar receives the following: (1) if the
            holder of such beneficial interest in a Restricted Global Note
            proposes to exchange such beneficial interest for a beneficial
            interest in an Unrestricted Global Note, a certificate from such
            holder in the form of Exhibit C hereto, including the certifications
            in item (1)(a) thereof; or (2) if the holder of such beneficial
            interest in a Restricted Global Note proposes to transfer such
            beneficial interest to a Person who shall take delivery thereof in
            the form of a beneficial interest in an Unrestricted Global Note, a
            certificate from such holder in the form of Exhibit B hereto,
            including the certifications in item (4) thereof; and, in each such
            case set forth in this subparagraph (D), an Opinion of Counsel in
            form, and from legal counsel, reasonably acceptable to the Registrar
            and the Company to the effect that such exchange or transfer is in
            compliance with the Securities Act and that the restrictions on
            transfer contained herein and in the Private Placement Legend are no
            longer required in order to maintain compliance with the Securities
            Act.

      If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an

                                       31
<PAGE>
Authentication Order in accordance with Section 2.2 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 under the Securities Act, 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 under the Securities Act, 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 under the Securities Act,
            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;

                                       32
<PAGE>
                        (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; or

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

the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Note to be reduced accordingly pursuant to Section 2.6(h)
hereof, and the Company shall execute and, upon receipt of an Authentication
Order pursuant to Section 2.2, the Trustee shall authenticate and deliver to the
Person designated in the instructions a Restricted 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
2.6(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such 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 2.6(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.

                  (2)   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 Section 2.6(f) hereof, and the holder of such
            beneficial interest, in the case of an exchange, or the transferee,
            in the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a Broker-Dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

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

                        (C)   such transfer is effected by a Broker-Dealer


                                       33
<PAGE>
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                        (D)   the Registrar receives the following: (1) if the
            holder of such beneficial interest in a Restricted Global Note
            proposes to exchange such beneficial interest for a Definitive Note
            that does not bear the Private Placement Legend, a certificate from
            such holder in the form of Exhibit C hereto, including the
            certifications in item (1)(b) thereof; or (2) if the holder of such
            beneficial interest in a Restricted Global Note proposes to transfer
            such beneficial interest to a Person who shall take delivery thereof
            in the form of a Definitive Note that does not bear the Private
            Placement Legend, a certificate from such holder in the form of
            Exhibit B hereto, including the certifications in item (4) thereof;
            and, in each such case set forth in this subparagraph (D), an
            Opinion of Counsel in form, and from legal counsel, reasonably
            acceptable to the Registrar and the Company to the effect that such
            exchange or transfer is in compliance with the Securities Act and
            that the restrictions on transfer contained herein and in the
            Private Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

                  (3)   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 an Unrestricted Definitive Note or to transfer such beneficial
      interest to a Person who takes delivery thereof in the form of an
      Unrestricted Definitive Note, then, upon satisfaction of the conditions
      set forth in Section 2.6(b)(2) hereof, the Trustee shall cause the
      aggregate principal amount of the applicable Unrestricted Global Note to
      be reduced accordingly pursuant to Section 2.6(h) hereof, and the Company
      shall execute and, upon receipt of an Authentication Order pursuant to
      Section 2.2, the Trustee shall authenticate and deliver to the Person
      designated in the instructions an Unrestricted Definitive Note in the
      appropriate principal amount. Any Unrestricted Definitive Note issued in
      exchange for a beneficial interest pursuant to this Section 2.6(c)(3)
      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
      Unrestricted Definitive Notes to the Persons in whose names such Notes are
      so registered. Any Unrestricted Definitive Note issued in exchange for a
      beneficial interest pursuant to this Section 2.6(c)(3) shall not bear the
      Private Placement Legend.

                  (4)   Transfer or Exchange of Reg S Temporary Global Notes.
      Notwithstanding the other provisions of this Section 2.6, a beneficial
      interest in the Reg S Temporary Global Note may not be (A) exchanged for a
      Definitive Note prior to (x) the expiration of the Distribution Compliance
      Period (unless such exchange is effected by the Company, does


                                       34
<PAGE>
      not require an investment decision on the part of the Holder thereof and
      does not violate the provisions of Regulation S) and (y) the receipt by
      the Registrar of any certificates identified by the Company or its counsel
      to be required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act
      or (B) transferred to a Person who takes delivery thereof in the form of a
      Definitive Note prior to the events set forth in clause (A) above or
      unless the transfer is pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 903 or Rule 904.

            (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 under the
            Securities Act, a certificate to the effect set forth in Exhibit B
            hereto, including the certifications in item (1) thereof; or

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

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

                                       35
<PAGE>
                        (A)   such exchange or transfer is effected pursuant to
            the Exchange Offer in accordance with the Registration Rights
            Agreement and Section 2.6(f) hereof, and the Holder, in the case of
            an exchange, or the transferee, in the case of a transfer, certifies
            in the applicable Letter of Transmittal that it is not (1) a
            Broker-Dealer, (2) a Person participating in the distribution of the
            Exchange Notes or (3) a Person who is an affiliate (as defined in
            Rule 144) of the Company;

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

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

                        (D)   the Registrar receives the following: (1) if the
            Holder of such Restricted Definitive Notes proposes to exchange such
            Notes for 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 (2) if the
            Holder of such Restricted Definitive Notes proposes to transfer such
            Notes to a Person who shall take delivery thereof in the form of 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), an Opinion of Counsel in form, and from
            legal counsel, reasonably acceptable to the Registrar and the
            Company to the effect that such exchange or transfer is in
            compliance with the Securities Act and that the restrictions on
            transfer contained herein and in the Private Placement Legend are no
            longer required in order to maintain compliance with the Securities
            Act. Upon satisfaction of the conditions of any of the subparagraphs
            in this Section 2.6(d)(2), the Trustee shall cancel the Restricted
            Definitive Notes so transferred or exchanged 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 shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes. If any such


                                       36
<PAGE>
      exchange or transfer from a Definitive Note to a beneficial interest is
      effected pursuant to subparagraphs (2)(B), (2)(D) or (3) of this Section
      2.6(d) 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 2.2 hereof, the Trustee shall authenticate one or
      more Unrestricted Global Notes in an aggregate principal amount equal to
      the principal amount of Definitive Notes so transferred.

            (e)   Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.6(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.6(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 the transfer will be made pursuant to Rule 144A
            under the Securities Act, then the transferor must deliver a
            certificate in the form of Exhibit B hereto, including the
            certifications in item (1) thereof;

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

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

                  (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

                                       37
<PAGE>
            Agreement and Section 2.6(f) hereof, and the Holder, in the case of
            an exchange, or the transferee, in the case of a transfer, certifies
            in the applicable Letter of Transmittal that it is not (1) a
            Broker-Dealer, (2) a Person participating in the distribution of the
            Exchange Notes or (3) a Person who is an affiliate (as defined in
            Rule 144) of the Company;

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

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

                        (D)   the Registrar receives the following: (1) if the
            Holder of such Restricted Definitive Notes proposes to exchange such
            Notes for an Unrestricted Definitive Note, a certificate from such
            Holder in the form of Exhibit C hereto, including the certifications
            in item (1)(d) thereof; or (2) if the Holder of such Restricted
            Definitive Notes proposes to transfer such Notes to a Person who
            shall take delivery thereof in the form of an Unrestricted
            Definitive Note, a certificate from such Holder in the form of
            Exhibit B hereto, including the certifications in item (4) thereof;
            and, in each such case set forth in this subparagraph (D), an
            Opinion of Counsel in form, and from legal counsel, reasonably
            acceptable to the Registrar and the Company to the effect that such
            exchange or transfer is in compliance with the Securities Act and
            that the restrictions on transfer contained herein and in the
            Private Placement Legend are no longer required in order to maintain
            compliance with the Securities Act.

                  (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.

            (f)   Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2 and an
Opinion of Counsel for the Company as to certain matters discussed in this
Section 2.6(f), the Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the sum of (A) the
principal amount of the beneficial interests in the Restricted Global Notes
tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not Broker-Dealers, (y) they are not participating
in a distribution of the Exchange Notes and (z) they are not affiliates (as
defined


                                       38
<PAGE>
in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and
(B) the principal amount of Restricted Definitive Notes exchanged or transferred
for beneficial interests in Unrestricted Global Notes in connection with the
Exchange Offer pursuant to Section 2.6(d)(2) and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer (other than
Definitive Notes described in clause (i)(B) immediately above). Concurrently
with the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and, upon receipt of an Authentication Order pursuant
to Section 2.2, the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in
the appropriate principal amount.

      The Opinion of Counsel for the Company referenced above shall state that:

                        (A)   the issuance and sale of the Exchange Notes by the
            Company have been duly authorized and, when executed and
            authenticated in accordance with the provisions of this Indenture
            and delivered in exchange for Series A Notes in accordance with this
            Indenture and the Exchange Offer, will be entitled to the benefits
            of this Indenture and will be valid and binding obligations of the
            Company, enforceable against the Company in accordance with their
            terms except as the enforceability thereof may be limited by (x)
            bankruptcy, fraudulent transfer, insolvency, reorganization,
            moratorium or similar laws affecting creditors' rights generally and
            (y) equitable principles of general applicability (regardless of
            whether enforceability is considered at equity or in law); and

                        (B)   when the Exchange Notes are executed and
            authenticated in accordance with the provisions of this Indenture
            and delivered in exchange for Series A Notes in accordance with this
            Indenture and the Exchange Offer, the Guarantees by the Guarantors
            endorsed thereon will be entitled to the benefits of this Indenture
            and will be valid and binding obligations of the Guarantors,
            enforceable against the Guarantors in accordance with their terms
            except as the enforceability thereof may be limited by (x)
            bankruptcy, fraudulent transfer, insolvency, reorganization,
            moratorium or similar laws affecting creditors' rights generally and
            (y) equitable principles of general applicability (regardless of
            whether enforceability is considered at equity or in law).

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

                                       39
<PAGE>
                  (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 NOTE (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 NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE 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 NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
NOTE 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), (IV) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) 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
NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

                        (B)   Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2),
            (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) to this Section 2.6
            (and all

                                       40
<PAGE>
            Notes issued in exchange therefor or substitution thereof) shall not
            bear the Private Placement Legend.

                  (2)   Global Note Legend. To the extent required by the
      Depositary, each Global Note shall bear legends in substantially the
      following forms:

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS
      GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
      TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
      (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
      THE PRIOR WRITTEN CONSENT OF THE COMPANY."

      "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 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. 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)   Reg S Temporary Global Note Legend. To the extent
      required by the Depositary, each Reg S Temporary Global Note shall 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 DEFINITIVE NOTES, ARE
      AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR
      THE BENEFICIAL OWNERS OF THIS

                                       41
<PAGE>
      REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE CASH
      PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS NOTE.
      NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING
      ON THIS NOTE."

            (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
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled 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 shall be
reduced accordingly and an endorsement may be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement may 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 shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon receipt of an Authentication Order.

                  (2)   No service charge shall be made to a holder of a
      beneficial interest in a Global Note or to a Holder of a Definitive Note
      for any registration of transfer or exchange, but the Company may require
      payment of a sum sufficient to cover any transfer tax or similar
      governmental charge payable in connection therewith (other than any such
      transfer taxes or similar governmental charge payable upon exchange or
      transfer pursuant to Sections 2.10, 3.7, 4.14 and 10.1 hereof).

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

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

                  (5)   The Company shall not be required (A) to issue, to
      register the transfer of or to exchange any Notes during a period
      beginning at the opening of business 15 days

                                       42
<PAGE>
      before the day of any selection of Notes for redemption under Section 3.3
      hereof and ending at the close of business on the day of selection, (B) to
      register the transfer of or to exchange any Note so selected for
      redemption in whole or in part, except the unredeemed portion of any Note
      being redeemed in part or (C) to register the transfer of or to exchange a
      Note between a Record Date and the next succeeding Interest Payment Date.

                  (6)   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 (and Liquidated Damages, if any,) 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.

                  (7)   The Trustee shall authenticate Global Notes and
      Definitive Notes in accordance with the provisions of Section 2.2 hereof.

                  (8)   All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.6 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

      Notwithstanding anything herein to the contrary, as to any certifications
and certificates delivered to the Registrar pursuant to this Section 2.6, the
Registrar's duties shall be limited to confirming that any such certifications
and certificates delivered to it are in the form of Exhibits B, C and D attached
hereto. The Registrar shall not be responsible for confirming the truth or
accuracy of representations made in any such certifications or certificates.

SECTION 2.7.      REPLACEMENT NOTES

      If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee and the Company receive evidence (which evidence may be from the
Trustee) to their satisfaction of the destruction, loss or theft of any Note,
the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note if the Trustee's requirements are
met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company may charge for its expenses in replacing a Note. Every replacement Note
is an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

SECTION 2.8.      OUTSTANDING NOTES

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee (including any Note represented by a Global Note) except for those
cancelled by it or at its direction, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the


                                       43
<PAGE>
Trustee in accordance with the provisions hereof, and those described in this
Section 2.8 as not outstanding. Except as set forth in Section 2.9 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note. If a Note is replaced pursuant to Section 2.7 hereof,
such Note, together with the Guarantee of that particular Note endorsed thereon,
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 4.1 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 the maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

SECTION 2.9.      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, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Trust Officer of the Trustee actually knows are so owned shall
be so disregarded.

SECTION 2.10.     TEMPORARY NOTES

      Until certificates representing Notes are ready for delivery, the Company
may prepare, and the Trustee, upon receipt of an Authentication Order, shall
authenticate, temporary Notes. Temporary Notes shall be substantially in the
form of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare, and the Trustee
shall authenticate, Definitive Notes in exchange for temporary Notes. Holders of
temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11.     CANCELLATION

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee, or, at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Company or an Affiliate of the Company), and no one else, shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall dispose of cancelled Notes in accordance
with its procedures for the disposition of cancelled securities in effect as of
the date of such disposition (subject to the record retention requirement of the
Exchange Act). Certification of the disposition of all cancelled Notes shall be
delivered to the Company. The Company may not issue new Notes to replace Notes
that it has paid or that have been delivered to the Trustee for cancellation.


                                       44
<PAGE>
SECTION 2.12.              DEFAULTED INTEREST

         Any interest on any Note which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date, plus, to the extent lawful,
any interest payable on the defaulted interest at the rate and in the manner
provided in Section 4.1 hereof and in the Note (herein called "Defaulted
Interest"), shall forthwith cease to be payable to the registered Holder on the
relevant Record Date, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:


                           (1) The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Notes are
         registered at the close of business on a Special Record Date for the
         payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee and the Paying
         Agent in writing of the amount of Defaulted Interest proposed to be
         paid on each Note and the date of the proposed payment, and at the same
         time the Company shall deposit with the Paying Agent an amount of cash
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements reasonably satisfactory
         to the Paying Agent for such deposit prior to the date of the proposed
         payment, such cash when deposited to be held in trust for the benefit
         of the Persons entitled to such Defaulted Interest as provided in this
         clause (1). Thereupon the Paying Agent shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Paying Agent
         of the notice of the proposed payment. The Paying Agent shall promptly
         notify the Company and the Trustee of such Special Record Date and, in
         the name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first-class postage prepaid, to each Holder at
         its address as it appears in the Note register maintained by the
         Registrar not less than 10 days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been mailed as aforesaid, such
         Defaulted Interest shall be paid to the persons in whose names the
         Notes (or their respective predecessor Notes) are registered on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2).


                           (2) The Company may make payment of any Defaulted
         Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Notes may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company to the Trustee and the Paying Agent
         of the proposed payment pursuant to this clause, such manner shall be
         deemed practicable by the Trustee and the Paying Agent.


         Subject to the foregoing provisions of this Section 2.12, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.


                                       45
<PAGE>
SECTION 2.13.              CUSIP NUMBERS

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


SECTION 2.14.              ISSUANCE OF ADDITIONAL NOTES

         The Company may, subject to Section 4.11 hereof and applicable law,
issue Additional Notes under this Indenture. The Notes issued on the Issue Date
and any Additional Notes subsequently issued shall be treated as a single class
for all purposes under this Indenture.



                                   ARTICLE III

                                   REDEMPTION

SECTION 3.1.               OPTIONAL REDEMPTION

                  (a) Except as set forth in clause (b) of this Section 3.1, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.1 prior to October 1, 2005. The Notes will be redeemable for cash at the
option of the Company, in whole or in part, at any time on or after October 1,
2005, upon not less than 30 days nor more than 60 days prior notice mailed by
first class mail to each Holder at its last registered address, at the following
redemption prices (expressed as percentages of the principal amount) if redeemed
during the 12-month period commencing October 1 of the years indicated below, in
each case (subject to the right of Holders of record on a Record Date to receive
the corresponding interest due (and the corresponding Liquidated Damages, if
any) on the corresponding Interest Payment Date that is on or prior to such
Redemption Date), together with accrued and unpaid interest and Liquidated
Damages, if any, thereon to the Redemption Date:


           YEAR                                           PERCENTAGE
           ----                                           ----------

           2005  . . . . . . . . . . . . . . . . .         105.9375%

           2006 and thereafter . . . . . . . . . .         100.0000%


                  (b) Notwithstanding the provisions of clause (a) of this
Section 3.1, at any time prior to October 1, 2005, upon any Public Equity
Offering of Common Stock, up to 35% of the aggregate principal amount of the
Notes issued pursuant to this Indenture may be redeemed at the option of the
Company within 90 days of such Public Equity Offering, on not less than 30 days,
but not more than 60 days, notice to each Holder of the Notes to be redeemed,
with cash from the Net


                                       46
<PAGE>
Cash Proceeds of such Public Equity Offering, at a redemption price equal to
111.875% of the principal amount thereof (subject to the right of Holders of
record on a Record Date to receive the corresponding interest (and the
corresponding Liquidated Damages, if any) due on the Interest Payment Date that
is on or prior to such Redemption Date), together with accrued and unpaid
interest and Liquidated Damages, if any, thereon to the Redemption Date;
provided, however, that immediately following such redemption not less than 65%
of the aggregate principal amount of the Notes originally issued pursuant to
this Indenture on the Issue Date remain outstanding.

                  (c) Any redemption pursuant to this Section 3.1 shall be made
pursuant to the provisions of Sections 3.2 through 3.7 hereof.


SECTION 3.2.               NOTICES TO TRUSTEE

         If the Company elects to redeem Notes pursuant to Section 5 of the
Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the principal amount of Notes to be redeemed and whether it
wants the Paying Agent to give notice of redemption to the Holders.

         If the Company elects to reduce the principal amount of Notes to be
redeemed pursuant to Section 5 of the Notes by crediting against any such
redemption Notes it has not previously delivered to the Trustee and the Paying
Agent for cancellation, it shall so notify the Trustee, in the form of an
Officers' Certificate, and the Paying Agent of the amount of the reduction and
deliver such Notes with such notice.

         The Company shall give each notice to the Trustee and the Paying Agent
provided for in this Section 3.2 at least 15 days before the date on which the
notice of redemption is to be given (unless a shorter notice shall be
satisfactory to the Trustee and the Paying Agent). Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.

SECTION 3.3.               SELECTION OF NOTES TO BE REDEEMED

         If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes or portions thereof to be redeemed among the
Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee considers fair and appropriate.


         The Trustee shall make the selection from the Notes outstanding and not
previously called for redemption and shall promptly notify the Company and the
Paying Agent in writing of the Notes selected for redemption and, in the case of
any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes in denominations of $1,000 may be redeemed only in whole. The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.


                                       47
<PAGE>
SECTION 3.4.               NOTICE OF REDEMPTION

         At least 30 days, but not more than 60 days, prior to the Redemption
Date, the Company shall mail a notice of redemption by first class mail, postage
prepaid, to the Trustee, the Paying Agent and each Holder whose Notes are to be
redeemed. At the Company's request delivered at least 15 days prior to the date
on which such notice is to be given (unless a shorter period shall be acceptable
to the Paying Agent), the Paying Agent shall give the notice of redemption in
the Company's name and at the Company's expense. Each notice for redemption
shall identify the Notes to be redeemed and shall state:

                           (1) the Redemption Date;

                           (2) the Redemption Price, including accrued and
         unpaid interest and Liquidated Damages, if any, to be paid upon such
         redemption;

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

                           (4) that Notes called for redemption must be
         surrendered to the Paying Agent at the address specified in such notice
         to collect the Redemption Price;

                           (5) that, unless (a) the Company defaults in its
         obligation to deposit with the Paying Agent cash which through the
         scheduled payment of principal and interest (and Liquidated Damages, if
         any) in respect thereof in accordance with their terms shall provide
         the amount to fund the Redemption Price in accordance with Section 3.6
         hereof or (b) such redemption payment is prohibited, interest (and
         Liquidated Damages, if any) on Notes called for redemption ceases to
         accrue on and after the Redemption Date and the only remaining right of
         the Holders of such Notes is to receive payment of the Redemption
         Price, including accrued and unpaid interest (and Liquidated Damages,
         if any) to the Redemption Date, upon surrender to the Paying Agent of
         the Notes called for redemption and to be redeemed;

                           (6) if any Note is being redeemed in part, the
         portion of the principal amount, equal to $1,000 or any integral
         multiple thereof, of such Note to be redeemed and that, after the
         Redemption Date, and upon surrender of such Note, a new Note or Notes
         in aggregate principal amount equal to the unredeemed portion thereof
         shall be issued;

                           (7) if less than all the Notes are to be redeemed,
         the identification of the particular Notes (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of such Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption;

                           (8) the CUSIP number of the Notes to be redeemed; and

                           (9) that the notice is being sent pursuant to this
         Section 3.4 and pursuant to the optional redemption provisions of
         Section 5 of the Notes.


                                       48
<PAGE>
SECTION 3.5.               EFFECT OF NOTICE OF REDEMPTION

         Once notice of redemption is mailed in accordance with Section 3.4
hereof, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price, including accrued and unpaid interest (and
Liquidated Damages, if any) to the Redemption Date. Upon surrender to the
Trustee or Paying Agent, such Notes called for redemption shall be paid at the
Redemption Price, including interest and Liquidated Damages, if any, accrued and
unpaid to the Redemption Date; provided, that if the Redemption Date is on or
after an interest Record Date on which the Holders of record have a right to
receive the corresponding interest due, and Liquidated Damages, if any, and is
on or before the associated Interest Payment Date, any accrued and unpaid
interest and Liquidated Damages, if any, due on such Interest Payment Date shall
be paid to the Person in whose name a Note is registered at the close of
business on such Record Date on the corresponding Interest Payment Date; and
provided, further, that if a Redemption Date is a Legal Holiday, payment shall
be made on the next succeeding Business Day and no interest shall accrue for the
period from such Redemption Date to such succeeding Business Day.

SECTION 3.6.               DEPOSIT OF REDEMPTION PRICE

         On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (other than the Company or an Affiliate of the Company) cash
sufficient to pay the Redemption Price of all Notes to be redeemed on such
Redemption Date (other than Notes or portions thereof called for redemption on
that date that have been delivered by the Company to the Trustee for
cancellation). The Paying Agent shall promptly return to the Company any cash so
deposited which is not required for that purpose upon the written request of the
Company.

         If the Company complies with the preceding paragraph and payment of the
Notes called for redemption is not prohibited for any reason, interest (and
Liquidated Damages, if any) on the Notes to be redeemed shall cease to accrue on
the applicable Redemption Date, whether or not such Notes are presented for
payment. Notwithstanding anything herein to the contrary, if any Note
surrendered for redemption in the manner provided in the Notes shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall (and Liquidated Damages, if
any) continue to accrue and be paid from the Redemption Date until such payment
is made on the unpaid principal, and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate and in the manner
provided in Section 4.1 hereof and the Note.

SECTION 3.7.               NOTES REDEEMED IN PART

         Upon surrender of a Note that is to be redeemed in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder,
without service charge to the Holder, a new Note or Notes equal in principal
amount to the unredeemed portion of the Note surrendered.


                                       49
<PAGE>
SECTION 3.8.               NO MANDATORY REDEMPTION

         The Company shall not be required to make mandatory redemption payments
with respect to the Notes. The Notes shall not have the benefit of any sinking
fund.


                                   ARTICLE IV

                                    COVENANTS

SECTION 4.1.               PAYMENT OF NOTES

         The Company shall pay the principal of and interest (and Liquidated
Damages, if any) on the Notes on the dates and in the manner provided herein and
in the Notes. An installment of principal of or interest (or Liquidated Damages,
if any) on the Notes shall be considered paid on the date it is due if the
Trustee or Paying Agent (other than the Company or an Affiliate of the Company)
holds for the benefit of the Holders (on or before 10:00 a.m. New York City time
to the extent necessary to provide the funds to the Depositary in accordance
with the Depositary's procedures) on that date cash deposited and designated for
and sufficient to pay the installment.

         The Company shall pay interest on overdue principal and on overdue
installments of interest (and Liquidated Damages, if any) at the rate specified
in the Notes compounded semi-annually, to the extent lawful.

SECTION 4.2.               MAINTENANCE OF OFFICE OR AGENCY

         The Company and the Guarantors shall maintain in the Borough of
Manhattan, The City of New York, an office or agency where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company and the Guarantors in respect of the Notes and this Indenture may be
served. The Company and the Guarantors shall give prompt written notice to the
Trustee and the Paying Agent of the location, and any change in the location, of
such office or agency. If at any time the Company and the Guarantors shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee and the Paying Agent with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 12.2 hereof.

         The Company and the Guarantors may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company and the Guarantors of their obligation to
maintain an office or agency in the Borough of Manhattan, The City of New York,
for such purposes. The Company and the Guarantors shall give prompt written
notice to the Trustee and the Paying Agent of any such designation or rescission
and of any change in the location of any such other office or agency. The
Company hereby initially designates the Corporate Trust Office of the Trustee as


                                       50
<PAGE>
such office.


SECTION 4.3.               LIMITATION ON RESTRICTED PAYMENTS

         The Company and the Guarantors shall not, and neither the Company nor
the Guarantors shall permit any of their respective Subsidiaries to, directly or
indirectly, make any Restricted Payment if, after giving effect to such
Restricted Payment on a pro forma basis:

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

                           (2) the Company is not permitted to incur at least
         $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio;
         or

                           (3) the aggregate amount of all Restricted Payments
         made by the Company and its Subsidiaries, including after giving effect
         to such proposed Restricted Payment, on and after June 28, 2001, would
         exceed, without duplication, the sum of:

                                    (a) $15,000,000; plus

                                    (b) 50% of the Company's aggregate
Consolidated Net Income for the period (taken as one accounting period),
commencing on the first day of the first full fiscal quarter commencing after
June 28, 2001, to and including the last day of the fiscal quarter ended
immediately prior to the date of each such calculation for which the Company's
consolidated financial statements are required to be delivered to the Trustee
or, if sooner, filed with the SEC (or, in the event Consolidated Net Income for
such period is a deficit, then minus 100% of such deficit); plus

                                    (c) the aggregate amount of Net Cash
Proceeds received by the Company (1) from the issuance and sale of its (A)
Qualified Capital Stock, (B) other Indebtedness of the Company convertible into
or exchangeable for Qualified Capital Stock of the Company upon the conversion
or exchange of such Indebtedness into Qualified Capital Stock of the Company, or
(C) options, warrants or other rights to acquire Qualified Capital Stock of the
Company (exclusive of any options, warrants or other rights that are redeemable
at the option of the holder, or are required to be redeemed, prior to the Stated
Maturity of the Notes), or (2) upon the exercise of options, warrants or other
rights to acquire Qualified Capital Stock of the Company (other than, in either
of (1) or (2), (i) to one of the Company's Subsidiaries and (ii) to the extent
applied in connection with a Qualified Exchange or, to avoid duplication,
otherwise given credit for in any provision of paragraph (d) below), in each of
(1) and (2), after June 28, 2001; plus

                                    (d) except in each case, in order to avoid
duplication, to the extent any such payment or proceeds have been included in
the calculation of Consolidated Net Income, an amount equal to the net reduction
in Investments (other than returns of or from Permitted Investments) in any
Person resulting from distributions on or repayments of any Investments,


                                       51
<PAGE>
including payments of interest on Indebtedness, dividends, repayments of loans
or advances, or other distributions or other transfers of assets, in each case
to the Company or any Subsidiary, or from the Net Cash Proceeds from the sale of
any such Investment or from redesignations of Unrestricted Subsidiaries as
Subsidiaries (valued in each case as provided in the definition of
"Investments"), not to exceed, in each case, the amount of Investments
previously made by the Company or any Subsidiary in such Person, including, if
applicable, such Unrestricted Subsidiary, less the cost of disposition.

         The foregoing clauses (2) and (3) of the immediately preceding
paragraph, however, shall not prohibit:

                  (u) any purchase, redemption, or other acquisition or
retirement for value of the Senior Subordinated Notes in an amount not to exceed
$25,000,000;


and the provisions of the immediately preceding paragraph shall not prohibit:

                  (v) the payment of any dividend or distribution on any
Disqualified Capital Stock that the Company or any Guarantor is permitted to
issue pursuant to the terms of Section 4.11;

                  (w) any dividend, distribution or other payments by any of the
Company's Subsidiaries on its Equity Interests that is paid pro rata to all
holders of such Equity Interests;

                  (x) a Qualified Exchange;

                  (y) the payment of any dividend on Qualified Capital Stock
within 60 days after the date of its declaration if such dividend could have
been made on the date of such declaration in compliance with the foregoing
provisions; or

                  (z) any payment in respect of Permitted Earn-Out Obligations.

         The full amount of any Restricted Payment made pursuant to the
foregoing clauses (u), (v), (w) and (y) (but not pursuant to clause (x) or (z))
of the immediately preceding sentence, however, shall be counted as Restricted
Payments made for purposes of the calculation of the aggregate amount of
Restricted Payments available to be made referred to in clause (3) of the first
paragraph under this Section 4.3.

         For purposes of this Section 4.3, the amount of any Restricted Payment
made or returned, if other than in cash, shall be the fair market value thereof,
as determined in the good faith reasonable judgment of the Company's Board of
Directors, unless stated otherwise, at the time made or returned, as applicable.
Additionally, (a) concurrently with each Restricted Payment in excess of
$15,000,000 and (b) on February 15 of each year (or if such day is not a
Business Day, the next succeeding Business Day) with respect to all Restricted
Payments made during the preceding 12-month period and not previously reported
pursuant to clause (a) of this paragraph, the Company shall deliver an Officers'
Certificate to the Trustee describing in reasonable detail the nature of such
Restricted

                                       52
<PAGE>
Payment, stating that the Restricted Payment is permitted and setting forth the
basis upon which the calculations required by this Section 4.3 were computed.

SECTION 4.4.               CORPORATE AND PARTNERSHIP EXISTENCE

         Except as otherwise permitted by Article V, Section 4.14 or Section
11.4, the Company and the Guarantors shall do or cause to be done all things
necessary to preserve and keep in full force and effect their respective
corporate, partnership or other organizational existence, as the case may be,
and the corporate, partnership or other organizational existence, as the case
may be, of each of their Subsidiaries in accordance with the respective
organizational documents of each of them and the material rights (charter and
statutory) and material corporate franchises of the Company, the Guarantors and
each of their respective Subsidiaries; provided, however, that neither the
Company nor any Guarantor shall be required to preserve, with respect to
themselves, any right or franchise, and with respect to any of their respective
Subsidiaries, any such existence, right or franchise, if (a) the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and (b) the loss thereof is not adverse in any
material respect to the Holders.

SECTION 4.5.               PAYMENT OF TAXES AND OTHER CLAIMS

         The Company and the Guarantors shall, and each of the Company and the
Guarantors shall cause each of their Subsidiaries to, pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (a) all
material taxes, assessments and governmental charges (including withholding
taxes and any penalties, interest and additions to taxes) levied or imposed upon
the Company, any Guarantor or any of their Subsidiaries or any of their
respective properties and assets and (b) all material lawful claims, whether for
labor, materials, supplies or services, which have become due and payable and
which by law have or may become a Lien upon the property and assets of the
Company, any Guarantor or any of their Subsidiaries; provided, however, that
neither the Company nor any Guarantor shall be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which disputed amounts adequate reserves have
been established in accordance with GAAP.

SECTION 4.6.               MAINTENANCE OF PROPERTIES AND INSURANCE

         The Company and the Guarantors shall cause all material properties used
or useful in the conduct of their business and the business of each of their
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in their reasonable
judgment may be necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section 4.6 shall prevent the Company or any Guarantor from
discontinuing any operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is (a)(i) in the
judgment of the Board of Directors of the Company,

                                       53
<PAGE>
desirable in the conduct of the business of the Company and (ii) not adverse in
any material respect to the Holders or (b) otherwise permitted under Section
4.14.

         The Company and the Guarantors shall provide, or cause to be provided,
for themselves and each of their Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of the Board of Directors of the Company, is adequate and
appropriate for the conduct of the business of the Company, the Guarantors and
such Subsidiaries in a prudent manner, with (except for self-insurance)
reputable insurers or with the government of the United States of America or an
agency or instrumentality thereof, in such amounts, with such deductibles, and
by such methods as shall be customary, in the reasonable, good faith opinion of
the Company and adequate and appropriate for the conduct of the business of the
Company, the Guarantors and such Subsidiaries in a prudent manner for entities
similarly situated in the industry.

SECTION 4.7.               COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT

                  (a) The Company shall deliver to the Trustee within 120 days
after the end of its fiscal year an Officers' Certificate, one of the signers of
which shall be the principal executive, principal financial or principal
accounting officer of the Company, complying with TIA Section 314(a)(4) and
stating that a review of its activities and the activities of its Subsidiaries,
if any, 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 (without
regard to notice requirements or grace periods) and further stating, as to each
such Officer signing such certificate, whether or not the signer knows of any
failure by the Company, any Guarantor or any Subsidiary of the Company to comply
with any conditions or covenants in this Indenture and, if such signer does know
of such a failure to comply, the certificate shall describe such failure with
particularity. The Officers' Certificate shall also notify the Trustee should
the relevant fiscal year end on any date other than the current fiscal year end
date.

                  (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, promptly upon 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. The Trustee shall not be deemed to have knowledge of any
Default, any Event of Default or any such fact unless one of its Trust Officers
receives written notice thereof from the Company or any of the Holders.

SECTION 4.8.               REPORTS

         Whether or not the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall deliver to the
Trustee, to each Holder and to prospective purchasers of Notes identified to the
Company by the Initial Purchaser, within 5 days after the Company is or would
have been (if the Company were subject to such reporting obligations) required
to file such with the SEC, annual and quarterly financial statements
substantially equivalent to financial statements that would have been included
in reports filed with the SEC, if the Company

                                       54
<PAGE>
were subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required in
such reports to the SEC, and, in each case, together with a management's
discussion and analysis of financial condition and results of operations which
would be so required and, unless the SEC will not accept such reports, file with
the SEC the annual, quarterly and other reports which the Company is or would
have been required to file with the SEC.


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


         For so long as any Transfer Restricted Notes remain outstanding, the
Company shall make available (which shall include filings by EDGAR) to all
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 4.9.               LIMITATION ON STATUS AS INVESTMENT COMPANY

         Neither the Company nor any of its Subsidiaries shall become required
to register as an "investment company" (as that term is defined in the
Investment Company Act of 1940, as amended), or otherwise become subject to
regulation under the Investment Company Act.

SECTION 4.10.              LIMITATION ON TRANSACTIONS WITH AFFILIATES

         Neither the Company nor any of its Subsidiaries shall on or after the
Issue Date enter into or suffer to exist any contract, agreement, arrangement or
transaction with any Affiliate (an "Affiliate Transaction"), or any series of
related Affiliate Transactions (other than Exempted Affiliate Transactions), (1)
unless it is determined that the terms of such Affiliate Transaction are fair
and reasonable to the Company, and no less favorable to the Company than could
have been obtained in an arm's length transaction with a non-Affiliate, and (2)
if involving consideration to either party in excess of $1,000,000, unless such
Affiliate Transaction(s) is evidenced by an Officers' Certificate addressed and
delivered to the Trustee certifying that such Affiliate Transaction(s) has been
approved by a majority of the members of the Company's Board of Directors that
are disinterested in such transaction, if there are any directors who are so
disinterested, and (3) if involving consideration to either party in excess of
$10,000,000, unless in addition the Company, prior to the consummation thereof,
obtains a written favorable opinion as to the fairness of such transaction to
the Company from a financial point of view from an independent investment
banking firm of national reputation in the United States or, if pertaining to a
matter for which such investment banking firms do not customarily render such
opinions, an accounting, appraisal or valuation firm of national reputation in
the United States.


                                       55
<PAGE>
SECTION 4.11.              LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS

         Except as set forth in this Section 4.11, the Company and the
Guarantors shall not, and neither the Company nor the Guarantors shall permit
any of their respective Subsidiaries to, directly or indirectly, issue, assume,
guarantee, incur, become directly or indirectly liable with respect to
(including as a result of an Acquisition), or otherwise become responsible for,
contingently or otherwise (individually and collectively, to "incur" or, as
appropriate, an "incurrence"), any Indebtedness (including Disqualified Capital
Stock and Acquired Indebtedness), other than Permitted Indebtedness.

         Notwithstanding the foregoing if:

                           (1) no Default or Event of Default shall have
         occurred and be continuing at the time of, or would occur after giving
         effect on a pro forma basis to, such incurrence of Indebtedness; and

                           (2) on the date of such incurrence (the "Incurrence
         Date"), the Company's Leverage Ratio for the Reference Period
         immediately preceding the Incurrence Date, after giving effect on a pro
         forma basis to such incurrence of such Indebtedness and, to the extent
         set forth in the definition of Leverage Ratio, the use of proceeds
         thereof, would be less than 5.0 to 1.0 (the "Debt Incurrence Ratio"),


then the Company and its Subsidiaries may incur such Indebtedness (including
Disqualified Capital Stock).

         In addition, the foregoing limitations of the first paragraph of this
Section 4.11 shall not prohibit:

                  (a) if no Event of Default shall have occurred and be
continuing, the Company's incurrence or the incurrence by any Guarantor of
Indebtedness in an aggregate amount incurred and outstanding at any time
pursuant to this paragraph (a) (plus any Refinancing Indebtedness incurred to
retire, defease, refinance, replace or refund such Indebtedness) of up to
$10,000,000; and

                  (b) the incurrence by the Company or any Guarantor of
Indebtedness pursuant to the Credit Facility in an aggregate amount incurred and
outstanding at any time pursuant to this paragraph (b) (plus any Refinancing
Indebtedness incurred to retire, defease, refinance, replace or refund such
Indebtedness) of up to $40,000,000, minus the amount of any such Indebtedness
(1) retired with the Net Cash Proceeds from any Asset Sale applied to
permanently reduce the outstanding amounts or the commitments with respect to
such Indebtedness pursuant to clause (1)(b)(ii) of Section 4.14 or (2) assumed
by a transferee in an Asset Sale so long as neither the Company nor such
Guarantor continues to be an obligor under such Indebtedness.

         Indebtedness (including Disqualified Capital Stock) of any Person which
is outstanding at

                                       56
<PAGE>
the time such Person becomes one of the Company's Subsidiaries (including upon
designation of any subsidiary or other Person as a Subsidiary) or is merged with
or into or consolidated with the Company or one of the Company's Subsidiaries
shall be deemed to have been incurred at the time such Person becomes or is
designated one of the Company's Subsidiaries or is merged with or into or
consolidated with the Company or one of the Company's Subsidiaries as
applicable.

         Notwithstanding any other provision of this Section 4.11, but only to
avoid duplication, a guarantee of the Company's Indebtedness or of the
Indebtedness of another Guarantor incurred in accordance with the terms of this
Indenture issued at the time such Indebtedness was incurred or if later at the
time the guarantor thereof became one of the Company's Subsidiaries will not
constitute a separate incurrence, or amount outstanding, of Indebtedness. Upon
each incurrence the Company may designate pursuant to which provision of this
Section 4.11 such Indebtedness is being incurred and the Company may subdivide
an amount of Indebtedness and designate more than one provision pursuant to
which such amount of Indebtedness is being incurred and such Indebtedness shall
not be deemed to have been incurred or outstanding under any other provision of
this Section 4.11, except as stated otherwise in the foregoing provisions.


SECTION 4.12.              LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT
                           RESTRICTIONS AFFECTING SUBSIDIARIES

         The Company and the Guarantors shall not, and neither the Company nor
the Guarantors shall permit any of their respective Subsidiaries to, directly or
indirectly, create, assume or suffer to exist any consensual restriction on the
ability of any Subsidiary of the Company to pay dividends or make other
distributions to or on behalf of, or to pay any obligation to or on behalf of,
or otherwise to transfer assets or property to or on behalf of, or to make or
pay loans or advances to or on behalf of, the Company or any of its
Subsidiaries, except:

                           (1) restrictions imposed by the Notes, the
         Guarantees, this Indenture or the Collateral Agreements;

                           (2) restrictions imposed by applicable law;

                           (3) existing restrictions under Existing
         Indebtedness;

                           (4) restrictions under any Acquired Indebtedness not
         incurred in violation of this Indenture or any agreement (including any
         Equity Interest) relating to any property, asset, or business acquired
         by the Company or any of its Subsidiaries, which restrictions in each
         case existed at the time of acquisition, were not put in place in
         connection with or in anticipation of such acquisition and are not
         applicable to any Person, other than the Person acquired, or to any
         property, asset or business, other than the property, assets and
         business so acquired;

                           (5) any restriction imposed by Indebtedness incurred
         under the Credit Facility pursuant to Section 4.11; provided, that such
         restriction or requirement is no more

                                       57
<PAGE>
         restrictive than that imposed by the Credit Facility as of the Issue
         Date;

                           (6) restrictions with respect solely to any of the
         Company's Subsidiaries imposed pursuant to a binding agreement which
         has been entered into for the sale or disposition of all or
         substantially all of the Equity Interests or assets of such Subsidiary;
         provided, that such restrictions apply solely to the Equity Interests
         or assets of such Subsidiary which are being sold; and

                           (7) in connection with and pursuant to permitted
         Refinancings, replacements of restrictions imposed pursuant to clauses
         (1), (3) or (4) or this clause (7) of this paragraph that are not more
         restrictive than those being replaced and do not apply to any other
         Person or assets than those that would have been covered by the
         restrictions in the Indebtedness so refinanced.

         Notwithstanding the foregoing, encumbrances or restrictions (a) that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is the subject of any lease, license or similar contract
entered into in the ordinary course of business, or the assignment or transfer
of any lease, license or contract entered into in the ordinary course of
business, (b) by virtue of any transfer of, agreement to transfer, option or
right with respect to, or Lien on, any property or assets of the Company or any
Subsidiary not otherwise prohibited by this Indenture in respect of the assets
subject thereto, or (c) contained in security agreements or mortgages securing
Indebtedness to the extent such encumbrances or restrictions restrict the
transfer of the property subject to such security agreements or mortgages, may
be subject to customary restrictions on the transfer or disposition thereof
pursuant to such Lien.

SECTION 4.13.              LIMITATIONS ON LAYERING INDEBTEDNESS

         The Company and the Guarantors shall not, and neither the Company nor
the Guarantors shall permit any of their respective Subsidiaries to, directly or
indirectly, incur any Indebtedness that is contractually subordinate to any of
the Company's other Indebtedness or the other Indebtedness of any Guarantor
unless such Indebtedness is at least as contractually subordinate to the Notes
or the Guarantees, as applicable.

SECTION 4.14.              LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK

         The Company and the Guarantors shall not, and neither the Company nor
the Guarantors shall permit any of their respective Subsidiaries to, in one or a
series of related transactions, convey, sell, lease, transfer, assign or
otherwise dispose of, directly or indirectly, any of their property, business or
assets, including by merger or consolidation (in the case of a Guarantor or one
of the Company's Subsidiaries), and including any sale or other transfer or
issuance of any Equity Interests of any of the Company's Subsidiaries, whether
by the Company or one of its Subsidiaries or through the issuance, sale or
transfer of Equity Interests by one of the Company's Subsidiaries and including
any sale and leaseback transaction (any of the foregoing, an "Asset Sale"),
unless:


                                       58
<PAGE>
                           (1) (a) the Net Cash Proceeds therefrom (the "Asset
         Sale Offer Amount") are applied within 365 days after the date of such
         Asset Sale to the extent not applied in accordance with paragraph (b)
         below, to the:

                           (i) optional redemption of the Notes in accordance
with the terms of this Indenture and the Company's other Indebtedness ranking on
a parity with the Notes and with similar provisions requiring the Company to
redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in
proportion to the respective principal amounts (or accreted values in the case
of Indebtedness issued with an original issue discount) of the Notes and such
other Indebtedness then outstanding; or

                           (ii) repurchase of the Notes and such other
Indebtedness ranking on a parity with the Notes and with similar provisions
requiring the Company to make an offer to purchase such Indebtedness with the
proceeds from such Asset Sale pursuant to a cash offer (subject only to
conditions required by applicable law, if any) (pro rata in proportion to the
respective principal amounts (or accreted values in the case of Indebtedness
issued with an original issue discount) of the Notes and such other Indebtedness
then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the
principal amount (or accreted value in the case of Indebtedness issued with an
original issue discount) (the "Asset Sale Offer Price") together with accrued
and unpaid interest and Liquidated Damages, if any, to the date of payment, made
within 335 days of such Asset Sale; or

         (b) within 365 days following such Asset Sale, the Asset Sale Offer
Amount is:

                           (i) invested in fixed assets and property (other than
notes, bonds, obligations and securities, except in connection with the
acquisition of a Guarantor in a Related Business) which in the good faith
reasonable judgment of the Company's Board of Directors will immediately
constitute or be a part of a Related Business of the Company or such Subsidiary
(if it continues to be a Subsidiary) immediately following such transaction; or

                           (ii) used to retire Purchase Money Indebtedness
secured by the asset that was the subject of the Asset Sale or Indebtedness
outstanding under the Credit Facility, and to permanently reduce (in the case of
Indebtedness that is not such Purchase Money Indebtedness) the amount of such
Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph
(b) of Section 4.11 (including that in the case of a revolver or similar
arrangement that makes credit available, such commitment is so permanently
reduced by such amount),

except that, in the case of clause (b)(i), only proceeds from an Asset Sale of
assets or capital stock of a Foreign Subsidiary may be invested in a Foreign
Subsidiary;

                           (2) at least 85% of the total consideration for such
         Asset Sale or series of related Asset Sales consists of cash or Cash
         Equivalents;

                                       59
<PAGE>
                           (3) no Default or Event of Default shall have
         occurred and be continuing at the time of, or would occur after giving
         effect, on a pro forma basis, to, such Asset Sale;

                           (4) the Company's Board of Directors determines in
         good faith that the Company or such Subsidiary receives, as applicable,
         fair market value for such Asset Sale; and

                           (5) if such Asset Sale involves the disposition of
         Collateral, the Company or such Subsidiary, as applicable, has complied
         with the provisions described under Sections 11.9 and 11.10.

         Pending the final application of any Net Cash Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net Cash
Proceeds in any manner that is not prohibited by this Indenture. Until so
applied, such Net Cash Proceeds shall constitute Collateral under this Indenture
and the Collateral Agreements.

         An acquisition of Notes pursuant to an Asset Sale Offer may be deferred
until the accumulated Net Cash Proceeds from Asset Sales not applied as set
forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceed $10,000,000 and
that each Asset Sale Offer shall remain open for 20 Business Days or such longer
period as may be required by law following its commencement (the "Asset Sale
Offer Period").

         Upon expiration of the Asset Sale Offer Period, the Company shall apply
the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest
and Liquidated Damages, if any, to the purchase of all Indebtedness properly
tendered in accordance with the provisions hereof (on a pro rata basis if the
Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price (together with accrued interest and
Liquidated Damages, if any). To the extent that the aggregate amount of Notes
and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
is less than the Asset Sale Offer Amount, the Company may use any remaining Net
Cash Proceeds for general corporate purposes as otherwise permitted by this
Indenture and following the consummation of each Asset Sale Offer the Excess
Proceeds amount shall be reset to zero. For purposes of (2) above, total
consideration received means the total consideration received for such Asset
Sales minus the amount of any (a) Indebtedness of the Company or any Subsidiary,
other than Subordinated Indebtedness, that is actually assumed by the transferee
of assets in such Asset Sale and from which the Company and the Subsidiaries are
fully and unconditionally released from any obligations in connection therewith
and (b) property that within 30 days of such Asset Sale is converted into cash
or Cash Equivalents; provided, that such cash and Cash Equivalents shall be
treated as Net Cash Proceeds attributable to the original Asset Sale for which
such property was received.

         Notwithstanding, and without complying with, the provisions of this
Section 4.14:


                           (1) the Company may and its Subsidiaries may, in the
         ordinary course

                                       60
<PAGE>
         of business, (a) convey, sell, transfer, assign or otherwise dispose of
         inventory and other assets acquired and held for resale in the ordinary
         course of business and (b) liquidate Cash Equivalents;

                           (2) the Company may and its Subsidiaries may convey,
         sell, transfer, assign or otherwise dispose of assets pursuant to and
         in accordance with Article V;

                           (3) the Company may and its Subsidiaries may sell or
         dispose of damaged, worn out or other obsolete personal property in the
         ordinary course of business so long as such property is no longer
         necessary for the proper conduct of the Company's business or the
         business of such Subsidiary, as applicable;

                           (4) the Company may and the Guarantors may convey,
         sell, lease, transfer, assign or otherwise dispose of assets to the
         Company or any of the Guarantors;

                           (5) the Company may and its Subsidiaries may, in the
         ordinary course of business, convey, sell, lease, transfer, assign, or
         otherwise dispose of assets (or related assets in related transactions)
         with a fair market value of less than $1,000,000;

                           (6) the Company may and each of its Subsidiaries may
         settle or release litigation claims in the ordinary course of business
         or grant Liens thereon not prohibited by this Indenture; and

                           (7) the Company may and the Guarantors may exchange
         assets held by the Company or such Guarantors for assets held by any
         Person or entity; provided, that (a) at the time of or when entering
         into any such exchange of assets and immediately after giving effect
         thereto, no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof, (b) the assets
         received by the Company or such Guarantors in any such exchange in the
         good faith reasonable judgment of the Company's Board of Directors will
         immediately constitute, be a part of, or be used in, a Related Business
         of the Company or such Guarantors, (c) the Company's Board of Directors
         has determined that the terms of any exchange are fair and reasonable,
         (d) any such exchange shall be deemed to be an Asset Sale to the extent
         that the Company or any of the Guarantors receives cash or Cash
         Equivalents in such exchange, and (e) that, in the case of a
         transaction exceeding $10,000,000 of consideration to any party
         thereto, the Company shall have obtained a favorable written opinion by
         an independent financial advisor of national reputation in the United
         States as to the fairness from a financial point of view to the Company
         or such Guarantor of the proposed transaction.

         Any Asset Sale Offer shall be made in compliance with all applicable
laws, rules, and regulations, including, if applicable, Regulation 14E of the
Exchange Act and all other applicable Federal and state securities laws. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this paragraph, the Company's compliance or the compliance of
any of the Company's Subsidiaries with such laws and regulations shall not in
and of

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itself cause a breach of the Company's obligations under this Section 4.14.

         If the payment date in connection with an Asset Sale Offer hereunder is
on or after an interest payment Record Date and on or before the associated
Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages,
if any) due on such Interest Payment Date will be paid to the Person in whose
name a Note is registered at the close of business on such Record Date on the
corresponding Interest Payment Date.

         Notice of an Asset Sale Offer shall be sent, on or prior to the
commencement of the Asset Sale Offer, by first-class mail, by the Company to
each Holder at its registered address, with a copy to the Trustee. The notice to
the Holders shall contain all information, instructions and materials required
by applicable law or otherwise material to such Holders' decision to tender
Notes pursuant to the Asset Sale Offer. The notice, which (to the extent
consistent with this Indenture) shall govern the terms of an Asset Sale Offer,
shall state:

                                    (1) that the Asset Sale Offer is being made
         pursuant to such notice and this Section 4.14;

                                    (2) the Asset Sale Offer Amount, the Asset
         Sale Offer Price (including the amount of accrued but unpaid interest
         (and Liquidated Damages, if any)), and the date of purchase;

                                    (3) that any Note or portion thereof not
         tendered or accepted for payment will continue to accrue interest (and
         Liquidated Damages, if any) if interest (and Liquidated Damages, if
         any) is then accruing;

                                    (4) that, unless the Company defaults in
         depositing cash with the Paying Agent (which may not for purposes of
         this Section 4.14, notwithstanding anything in this Indenture to the
         contrary, be the Company or any Affiliate of the Company) in accordance
         with the last paragraph of this Section 4.14, any Note, or portion
         thereof, accepted for payment pursuant to the Asset Sale Offer shall
         cease to accrue interest (and Liquidated Damages, if any) after the
         payment date in connection with an Asset Sale;

                                    (5) that Holders electing to have a Note, or
         portion thereof, purchased pursuant to an Asset Sale Offer will be
         required to surrender their Note, with the form entitled "Option of
         Holder to Elect Purchase" on the reverse of the Note completed, to the
         Paying Agent (which may not for purposes of this Section 4.14,
         notwithstanding any other provision of this Indenture, be the Company
         or any Affiliate of the Company) at the address specified in the
         notice;

                                    (6) that Holders will be entitled to
         withdraw their elections, in whole or in part, if the Paying Agent
         receives, prior to the expiration of the Asset Sale Offer, a facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Notes the Holder is withdrawing and a statement
         containing a facsimile signature and

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<PAGE>
         stating that such Holder is withdrawing his election to have such
         principal amount of the Notes purchased;

                                    (7) that if Indebtedness in an aggregate
         principal amount in excess of the aggregate principal amount of Notes
         to be acquired pursuant to the Asset Sale Offer is tendered and not
         withdrawn, the Company shall purchase such Indebtedness on a pro rata
         basis in proportion to the respective principal amounts (or accreted
         values in the case of Indebtedness issued with an original issue
         discount) thereof (with such adjustments as may be deemed appropriate
         by the Company so that only Notes in denominations of $1,000 or
         integral multiples of $1,000 shall be acquired);

                                    (8) 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; and

                                    (9) the circumstances and relevant facts
         regarding such Asset Sale.

         On or before the date of purchase, the Company shall (i) accept for
payment Notes or portions thereof properly tendered pursuant to the Asset Sale
Offer (on a pro rata basis if required pursuant to paragraph (7) above), (ii)
deposit with the Paying Agent cash sufficient to pay the Asset Sale Offer Price
for all Notes or portions thereof so accepted and (iii) deliver to the Trustee
Notes so accepted together with an Officers' Certificate setting forth the Notes
or portions thereof being purchased by the Company. The Paying Agent shall
promptly mail or deliver to Holders of Notes so accepted payment in an amount
equal to the Asset Sale Offer Price for such Notes, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered. Any Notes
not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof.

SECTION 4.15.              WAIVER OF STAY, EXTENSION OR USURY LAWS

         Each of the Company and the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company or any Guarantor from paying all or any portion of the principal of,
premium of, or interest (or Liquidated Damages, if any) on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) each of the Company and the Guarantors hereby
expressly waives all benefit or advantage of any such law and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.


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SECTION 4.16.              LIMITATION ON LIENS SECURING INDEBTEDNESS

         The Company and the Guarantors shall not, and neither the Company nor
the Guarantors shall permit any of their respective Subsidiaries to, create,
incur, assume or suffer to exist any Lien of any kind, other than Permitted
Liens, upon any of their respective assets now owned or acquired on or after the
date of this Indenture or upon any income or profits therefrom securing any
Indebtedness of the Company or any Indebtedness of any Guarantor.

SECTION 4.17.              LIMITATIONS ON LINES OF BUSINESS

         Neither the Company nor any of its Subsidiaries shall directly or
indirectly engage to any substantial extent in any line or lines of business
activity other than that which, in the reasonable good faith judgment of the
Company's Board of Directors, is a Related Business.



                                    ARTICLE V

                              SUCCESSOR CORPORATION

SECTION 5.1.               LIMITATION ON MERGER, SALE OR CONSOLIDATION

         The Company shall not consolidate with or merge with or into another
Person or, directly or indirectly, sell, lease, convey or transfer all or
substantially all of its assets (such amounts to be computed on a consolidated
basis), whether in a single transaction or a series of related transactions, to
another Person or group of affiliated Persons, unless:

                                    (1) either (a) the Company is the continuing
         entity or (b) the resulting, surviving or transferee entity is a
         corporation organized under the laws of the United States, any state
         thereof or the District of Columbia and expressly assumes by
         supplemental indenture (in form and substance reasonably satisfactory
         to the Trustee) all of the Company's obligations in connection with the
         Notes, this Indenture, the Registration Rights Agreement and the
         Collateral Agreements;

                                    (2) the Collateral subject to this Indenture
         and the Collateral Agreements at the time of such transaction shall,
         upon consummation of such transaction, (A) continue to constitute
         Collateral under this Indenture and the Collateral Agreements, (B) be
         subject to the Lien in favor of the Trustee for the benefit of the
         Holders of the Notes, and (C) not be subject to any Lien other than
         Permitted Liens;

                                    (3) the property and assets of the Person
         that is merged or consolidated with or into the consolidated,
         resulting, surviving or transferee entity, to the extent that they are
         property or assets of the types that would constitute Collateral under
         this Indenture and the Collateral Agreements, shall be treated as
         After-Acquired Property and such entity shall take such action as may
         be necessary to cause such property and assets to

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<PAGE>
         be made subject to the Lien under this Indenture and the Collateral
         Agreements in the manner and to the extent required thereby;

                                    (4) no Default or Event of Default shall
         exist or shall occur immediately after giving effect on a pro forma
         basis to such transaction;

                                    (5) immediately after giving effect to such
         transaction on a pro forma basis, the consolidated, resulting,
         surviving or transferee entity would (a) have a Leverage Ratio no more
         than the Company's Leverage Ratio immediately prior to such transaction
         or (b) immediately thereafter be permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Debt Incurrence Ratio set forth
         in Section 4.11 hereof; and

                                    (6) each Guarantor shall have by amendment
         to this Indenture confirmed that its Guarantee shall apply to the
         obligations of the Company or the surviving entity in accordance with
         the Notes and this Indenture.

         For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries of the Company, the Company's interest in which constitutes
all or substantially all of the Company's properties and assets, shall be deemed
to be the transfer of all or substantially all of the Company's properties and
assets.

SECTION 5.2.               SUCCESSOR CORPORATION SUBSTITUTED

         Upon any consolidation or merger or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.1,
the surviving entity formed by such consolidation or into which the Company is
merged or to which such transfer is made shall succeed to and (except in the
case of a lease) be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such surviving
entity had been named herein as the Company, and (except in the case of a lease)
when a surviving entity duly assumes all of the obligations of the Company
pursuant hereto and pursuant to the Notes, the Company shall be released from
such obligations (except with respect to any obligations that arise from, or are
related to, such transaction).


                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1.               EVENTS OF DEFAULT

         "Event of Default," wherever used herein, means any one of the
following events (whatever reason for such Event of Default and whether it shall
be caused voluntarily or involuntarily or effected, without limitation, by
operation of law or pursuant to any judgment, decree or order of any

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<PAGE>
court or any order, rule or regulation of any administrative or governmental
body):

                                    (i) the Company's failure to pay any
         installment of interest (or Liquidated Damages, if any) on the Notes as
         and when the same becomes due and payable and the continuance of any
         such failure for 30 days;

                                    (ii) the Company's failure to pay all or any
         part of the principal of, or premium, if any, on the Notes when and as
         the same becomes due and payable at maturity, redemption, by
         acceleration or otherwise, including, without limitation, payment of
         the Change of Control Purchase Price or the Asset Sale Offer Price on
         Notes validly tendered and not properly withdrawn pursuant to a Change
         of Control Offer or Asset Sale Offer, as applicable;

                                    (iii) the Company's failure or the failure
         by any of its Subsidiaries to observe or perform any other covenant or
         agreement contained in the Notes, this Indenture or the Collateral
         Agreements and, except for the provisions under Sections 4.3 and 4.14
         and Articles V and X, the continuance of such failure for a period of
         60 days after written notice is given to the Company by the Trustee or
         to the Company and the Trustee by the Holders of at least 25% in
         aggregate principal amount of the Notes outstanding;

                                    (iv) a decree, judgment, or order by a court
         of competent jurisdiction shall have been entered adjudicating the
         Company or any of its Significant Subsidiaries as bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization of the Company or any of its Significant Subsidiaries
         under any bankruptcy or similar law, and such decree or order shall
         have continued undischarged and unstayed for a period of 60 days; or a
         decree, judgment or order of a court of competent jurisdiction
         appointing a receiver, liquidator, trustee, or assignee in bankruptcy
         or insolvency for the Company, any of its Significant Subsidiaries, or
         any substantial part of the property of any such Person, or for the
         winding up or liquidation of the affairs of any such Person, shall have
         been entered, and such decree, judgment, or order shall have remained
         in force undischarged and unstayed for a period of 60 days;

                                    (v) the Company or any of its Significant
         Subsidiaries shall institute proceedings to be adjudicated a voluntary
         bankrupt, or shall consent to the filing of a bankruptcy proceeding
         against it, or shall file a petition or answer or consent seeking
         reorganization under any bankruptcy or similar law or similar statute,
         or shall consent to the filing of any such petition, or shall consent
         to the appointment of a custodian, receiver, liquidator, trustee, or
         assignee in bankruptcy or insolvency of it or any substantial part of
         its assets or property, or shall make a general assignment for the
         benefit of creditors, or shall admit in writing its inability to pay
         its debts generally as they become due, or take any corporate action in
         furtherance of any of the foregoing;

                                    (vi) a default in the Company's Indebtedness
         or the Indebtedness of any of its Subsidiaries with an aggregate amount
         outstanding in excess of $10,000,000 (a)

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<PAGE>
         resulting from the failure to pay principal of such Indebtedness at
         maturity (after notice and the lapse of any applicable grace period
         provided in such Indebtedness) or (b) as a result of which the maturity
         of such Indebtedness has been accelerated prior to its stated maturity;

                                    (vii) unsatisfied judgments not covered by
         insurance aggregating in excess of $5,000,000 at any one time rendered
         against the Company or any of its Subsidiaries and not stayed, bonded
         or discharged within 60 days after such judgment became final and
         nonappealable;

                                    (viii) any Guarantee of a Guarantor ceases
         to be in full force and effect or becomes unenforceable or invalid or
         is declared null and void or any Guarantor denies or disaffirms its
         obligations under its Guarantee (other than in accordance with the
         terms of the Guarantee); and

                                    (ix) any of the Collateral Agreements cease
         under any circumstances to create a valid, enforceable Lien on the
         assets purported to be pledged thereunder, other than as permitted
         under Section 11.9.

SECTION 6.2.               ACCELERATION OF MATURITY DATE; RESCISSION AND
                           ANNULMENT

         If an Event of Default occurs and is continuing (other than an Event of
Default specified in Section 6.1(iv) or Section 6.1(v) relating to the Company
or any of its Significant Subsidiaries), then in every such case, unless the
principal of all of the Notes shall have already become due and payable, either
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding, by notice in writing to the Company specifying the
respective Event of Default (and to the Trustee if given by Holders) (an
"Acceleration Notice"), may declare all principal, determined as set forth
below, and accrued interest (and Liquidated Damages, if any) thereon to be due
and payable immediately. If an Event of Default specified in Section 6.1(iv) or
Section 6.1(v) relating to the Company or any of its Significant Subsidiaries
occurs, all principal and accrued interest (and Liquidated Damages, if any)
thereon shall be immediately due and payable on all outstanding Notes without
any declaration or other act on the part of the Trustee or the Holders. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes, by written notice to the Trustee, may rescind any acceleration and its
consequences if the recission would not conflict with any judgment or decree and
if all existing Events of Default, other than the non-payment of the principal
of, premium, if any, and interest or Liquidated Damages, if any, on the Notes
that have become due solely because of the acceleration, have been cured or
waived as provided in Section 6.12.

SECTION 6.3.               COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                           BY TRUSTEE

         The Company covenants that if an Event of Default in payment of
principal, premium or interest specified in clause (i) or (ii) of Section 6.1
hereof occurs and is continuing, the Company

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<PAGE>
shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Notes, the whole amount then due and payable on such Notes for principal,
premium (if any), and interest (and Liquidated Damages, if any), and, to the
extent that payment of such interest shall be legally enforceable, interest on
any overdue principal (and premium, if any), and on any overdue interest (and
Liquidated Damages, if any), at the rate borne by the Notes, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including compensation to, and expenses, disbursements
and advances of the Trustee and its agents and counsel and all other amounts due
the Trustee under Section 7.7.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon the Notes,
wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may, in
its discretion, proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy,
including as set forth in Section 11.11.

SECTION 6.4.               TRUSTEE MAY FILE PROOFS OF CLAIM

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium, if any, or interest (and Liquidated Damages, if
any)) shall be entitled and empowered, by intervention in such proceeding or
otherwise to take any and all actions under the TIA, including

                           (1) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest (and Liquidated Damages,
         if any) owing and unpaid in respect of the Notes and to file such 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 and
         its agent and counsel and all other amounts due the Trustee under
         Section 7.7) and of the Holders allowed in such judicial proceeding,
         and

                           (2) to collect and receive any moneys or other
         property payable or deliverable on any such claims and to distribute
         the same;

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<PAGE>
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official 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 it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, and any
other amounts due the Trustee under Section 7.7 hereof.

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

SECTION 6.5.               TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                           NOTES

         All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust in favor of the Holders, and any recovery of judgment shall,
after provision for the payment of compensation to, and expenses, disbursements
and advances of the Trustee and its agents and counsel and all other amounts due
the Trustee under Section 7.7, be for the ratable benefit of the Holders of the
Notes in respect of which such judgment has been recovered.

SECTION 6.6.               PRIORITIES

         Subject to the terms of the Intercreditor Agreement, any money
collected by the Trustee pursuant to this Article VI shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium (if any), or
interest (or Liquidated Damages, if any), upon presentation of the Notes and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the Trustee in payment of all amounts due pursuant
to Section 7.7 hereof;

                  SECOND: To the Holders in payment of the amounts then due and
unpaid for principal of, premium (if any), and interest (and Liquidated Damages,
if any) on, the Notes in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Notes for principal, premium
(if any), and interest (and Liquidated Damages, if any), respectively; and

                  THIRD: To the Company, the Guarantors or such other Person as
may be lawfully entitled thereto, the remainder, if any, each as their
respective interests may appear.

         The Trustee may, but shall not be obligated to, fix a record date and
payment date for any

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payment to the Holders under this Section 6.6.

SECTION 6.7.               LIMITATION ON SUITS

         No Holder of any Note shall have any right to order or direct the
Trustee to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

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

                                    (B) the Holders of not less than 25% in
                  aggregate principal amount of then outstanding Notes shall
                  have made written request to the Trustee to institute
                  proceedings in respect of such Event of Default in its own
                  name as Trustee hereunder;

                                    (C) such Holder or Holders have offered to
                  the Trustee security or indemnity reasonably satisfactory to
                  it against the costs, expenses and liabilities to be incurred
                  or reasonably probable to be incurred in compliance with such
                  request;

                                    (D) the Trustee for 60 days after its
                  receipt of such notice, request and offer of indemnity has
                  failed to institute any such proceeding; and

                                    (E) no direction inconsistent with such
                  written request has been given to the Trustee during such
                  60-day period by the Holders of a majority in aggregate
                  principal amount of the outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION 6.8.               UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                           PREMIUM AND INTEREST

         Notwithstanding any other provision of this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of, and premium (if any), and interest (and Liquidated
Damages, if any) on, such Note on the Maturity Dates of such payments as
expressed in such Note (in the case of redemption, the Redemption Price on the
applicable Redemption Date, in the case of a Change of Control, the Change of
Control Purchase

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Price on the Change of Control Purchase Date, and in the case of an Asset Sale,
the Asset Sale Offer Price on the relevant purchase date) and to institute suit
for the enforcement of any such payment after such respective dates, and such
rights shall not be impaired without the consent of such Holder.

SECTION 6.9.               RIGHTS AND REMEDIES CUMULATIVE

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes in Section 2.7 hereof, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 6.10.              DELAY OR OMISSION NOT WAIVER

         No delay or omission by the Trustee or by any Holder of any Note to
exercise any right or remedy arising upon any Event of Default shall impair the
exercise of any such right or remedy or constitute a waiver of any such Event of
Default. Every right and remedy given by this Article VI or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.11.              CONTROL BY HOLDERS

         The Holder or Holders of a majority in aggregate principal amount of
then outstanding Notes shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee, provided, that

                           (1) such direction shall not be in conflict with any
         applicable rule of law or with this Indenture, the Intercreditor
         Agreement or the Collateral Agreements;

                           (2) the Trustee shall not determine that the action
         so directed would be unjustly prejudicial to the Holders not taking
         part in such direction; and

                           (3) the Trustee may take any other action deemed
         proper by the Trustee which is not inconsistent with such direction.


SECTION 6.12.              WAIVER OF EXISTING OR PAST DEFAULT

         Subject to Section 6.8, the Holder or Holders of not less than a
majority in aggregate principal amount of the outstanding Notes may, on behalf
of all Holders, waive any existing or past Default and its consequences under
this Indenture, except a continuing Default


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                                    (A) with respect to any provision requiring
                  a supermajority approval to amend, which Default may only be
                  waived by such supermajority; or

                                    (B) in the payment of the principal of,
                  premium, if any, or interest (or Liquidated Damages, if any)
                  on, any Note as specified in clauses (i) and (ii) of Section
                  6.1 hereof and not yet cured; or

                                    (C) with respect to any covenant or
                  provision hereof which, under Article IX, cannot be modified
                  or amended without the consent of the Holder of each
                  outstanding Note affected.

         Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other Default or impair the exercise of any right arising therefrom.

SECTION 6.13.              UNDERTAKING FOR COSTS

         All parties to this Indenture agree, and each Holder of any Note by his
acceptance thereof shall be deemed to have agreed, that 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, suffered or omitted to be taken by it as
Trustee, any court may in its discretion require the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.13 shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in aggregate principal amount of the outstanding Notes, or to any
suit instituted by any Holder for enforcement of the payment of principal of, or
premium (if any), or interest (or Liquidated Damages, if any) on, any Note on or
after the respective Maturity Date expressed in such Note (including, in the
case of redemption, on or after the Redemption Date).

SECTION 6.14.              RESTORATION OF RIGHTS AND REMEDIES

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


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                                  ARTICLE VII

                                     TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed, subject to
the terms hereof.

SECTION 7.1.               DUTIES OF TRUSTEE

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

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

                           (1) the Trustee need perform only those duties as are
         specifically set forth in this Indenture and no others, and no
         covenants or obligations shall be implied in or read into this
         Indenture which are adverse to 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, in the case of any such certificates or
         opinions which by any provision hereof are specifically required to be
         furnished to the Trustee, the Trustee shall examine the certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture (but need not confirm or investigate the
         accuracy of mathematical calculations or other facts stated therein).

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

                           (1) this paragraph does not limit the effect of
         paragraph (b) of this Section 7.1;

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

                           (3) the Trustee shall not be liable with respect to
         any action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.11 hereof.


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<PAGE>
                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or at the request, order or direction of the Holders
or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this
Section 7.1.

                  (f) The Trustee shall not be liable for interest on any assets
received by it except as the Trustee may agree in writing with the Company
(including without limitation to the extent the Trustee receives funds prior to
the interest payment date in order to comply with the provisions of Section
4.1). Assets held in trust by the Trustee need not be segregated from other
assets except to the extent required by law.

SECTION 7.2.               RIGHTS OF TRUSTEE

         Subject to Section 7.1 hereof:

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

                  (b) Before the Trustee acts or refrains from acting, it may
consult with counsel and may require an Officers' Certificate or an Opinion of
Counsel, which shall conform to Sections 12.4 and 12.5 hereof. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on such certificate or advice of counsel.

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

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

                  (e) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond, debenture
or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit.

                  (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or

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indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby.

                  (g) Unless otherwise specifically provided for in this
Indenture, any demand, request, direction or notice from the Company or any
Guarantor shall be sufficient if signed by an Officer of the Company or such
Guarantor, as applicable.

                  (h) The Trustee shall have no duty to inquire as to the
performance of the Company's or any Guarantor's covenants in Article IV hereof
or as to the performance by any Agent of its duties hereunder. In addition, the
Trustee shall not be deemed to have knowledge of any Default or Event of Default
except (i) any Event of Default occurring pursuant to Sections 6.1(i), 6.1(ii)
and 4.1 hereof, or (ii) any Default or Event of Default of which the Trustee
shall have received written notification or obtained actual knowledge.

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

                  (j) The Trustee may request that the Issuer or the Company
deliver an Officers' 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 Officers' Certificate may be signed by any person
authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

SECTION 7.3.               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, any
Guarantor, any of their Subsidiaries, or their respective Affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee must comply with Sections 7.10 and 7.11
hereof.

SECTION 7.4.               TRUSTEE'S DISCLAIMER

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes and it shall not be accountable for the Company's
use of the proceeds from the Notes, and it shall not be responsible for any
statement in the Notes, other than the Trustee's certificate of authentication,
or the use or application of any funds received by a Paying Agent other than the
Trustee.

SECTION 7.5.               NOTICE OF DEFAULT

         If a Default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Securityholder notice of
the uncured Default or Event of Default

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<PAGE>
within 90 days after such Default or Event of Default occurs.

SECTION 7.6.               REPORTS BY TRUSTEE TO HOLDERS

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall, if required by law, mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c).

         The Company shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange or automatic quotation system or of any
delisting thereof.

         A copy of each report at the time of its mailing to Securityholders
shall be mailed to the Company and filed with the SEC and each stock exchange,
if any, on which the Notes are listed.

SECTION 7.7.               COMPENSATION AND INDEMNITY

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

         The Company and the Guarantors jointly and severally agree to indemnify
each of the Trustee (in its capacity as Trustee) and each predecessor Trustee
and each of its officers, directors, attorneys-in-fact and agents for, and hold
it harmless against, any claim, demand, expense (including but not limited to
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel), loss or liability incurred by it without negligence or bad faith on
the part of the Trustee, arising out of or in connection with the acceptance and
the administration of this trust and its rights or duties hereunder, including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The Trustee shall notify the Company promptly of any claim
asserted against the Trustee for which it may seek indemnity; provided, however,
that any failure to so notify the Company shall not relieve the Company or any
Guarantor of its indemnity obligations hereunder. The Company and the Guarantors
shall defend the claim and the Trustee shall provide reasonable cooperation at
the Company's and the Guarantors' expense in the defense. The Trustee may have
separate counsel and the Company and the Guarantors shall pay the reasonable
fees and expenses of such counsel; provided, that the Company and the Guarantors
shall not be required to pay such fees and expenses if they assume the Trustee's
defense and if the Trustee is advised by its counsel that there is no conflict
of interest between the Company and the Guarantors and the Trustee in connection
with such defense. The Company and the Guarantors need not pay for any
settlement made without their written consent, which shall not be unreasonably
withheld. The Company and the Guarantors need

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not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its negligence, bad faith or willful
misconduct.

         To secure the Company's and the Guarantors' payment obligations in this
Section 7.7, the Trustee shall have a lien prior to the Notes on all assets held
or collected by the Trustee, in its capacity as Trustee, except assets held in
trust to pay principal and premium, if any, of or interest on particular Notes.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(iv) or (v) of this Indenture occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

         The Company's and the Guarantors' obligations under this Section 7.7
and any lien arising hereunder shall survive the resignation or removal of the
Trustee, the discharge of the Company's and the Guarantors' obligations pursuant
to Article VIII of this Indenture and any rejection or termination of this
Indenture under any Bankruptcy Law.

SECTION 7.8.               REPLACEMENT OF TRUSTEE

         The Trustee may resign by so notifying the Company in writing. The
Holder or Holders of a majority in aggregate principal amount of the outstanding
Notes may remove the Trustee by so notifying the Company and the Trustee in
writing and may appoint a successor trustee with the Company's consent. The
Company may remove the Trustee if:

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

                  (b) the Trustee is adjudged bankrupt or insolvent;

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

                  (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holder or
Holders of a majority in principal amount of the Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the retiring Trustee provided for in Section
7.7 hereof have been paid, the retiring Trustee shall transfer all property held
by it as trustee to the successor Trustee, subject to the lien, if any, provided
in Section 7.7 hereof, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture.

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A successor Trustee shall mail notice of its succession to each Holder.

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

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

         Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's and the Guarantors' obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee.

SECTION 7.9.               SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

SECTION 7.10.              ELIGIBILITY; DISQUALIFICATION

         The Trustee shall at all times satisfy the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee shall have a combined capital and surplus of
at least $25,000,000, as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).

SECTION 7.11.              PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


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                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1.               OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
                           DEFEASANCE

         The Company may elect to have Section 8.2, at the Company's option and
at any time, or Section 8.3, at the Company's option and at any time, of this
Indenture applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.

SECTION 8.2.               LEGAL DEFEASANCE AND DISCHARGE

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company and the Guarantors shall be deemed
to have been discharged from their respective obligations with respect to all
outstanding Notes and Guarantees on the date the conditions set forth below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the Notes, and this Indenture shall cease
to be of further effect as to all outstanding Notes and Guarantees, except as to
be deemed to be "outstanding" only for the purposes of the Sections of this
Indenture referred to in (a) and (b) below, and the Company and the Guarantors
shall be deemed to have satisfied all other of their respective obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, and interest
(and Liquidated Damages, if any) on such Notes when such payments are due from
the trust described in Section 8.5, (b) the Company's obligations with respect
to such Notes under Sections 2.3, 2.4, 2.6, 2.7, 2.10, 4.2, 8.5, 8.6 and 8.7
hereof, and (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and the Company's obligations in connection therewith. Subject to
compliance with this Article VIII, the Company may exercise its option under
this Section 8.2 notwithstanding the prior exercise of its option under Section
8.3 hereof with respect to the Notes.

SECTION 8.3.               COVENANT DEFEASANCE

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company and the Guarantors shall be released
from their respective obligations under the covenants contained in Sections 4.3,
4.6, 4.8, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17, Article V and Article X
hereof with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Notes, neither the

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Company nor any Guarantor need comply with and shall have any liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.1(iii),
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.1 hereof of the option applicable to this Section 8.3, and subject to
Section 8.4, Sections 6.1(vi) through 6.1(viii) hereof shall not constitute
Events of Default with respect to the Notes.

SECTION 8.4.               CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

         The following shall be the conditions to the application of either
Section 8.2 or 8.3 hereof to the outstanding Notes:

                  (a) (i) The Company shall irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders of the Notes, U.S. legal
tender, U.S. Government Obligations 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, if any, and
interest (and Liquidated Damages, if any) on such Notes on the stated date for
payment thereof or on the redemption date of such principal or installment of
principal of, premium, if any, or interest (and Liquidated Damages, if any) on
such Notes, and the Holders of Notes must have a valid, perfected, exclusive
security interest in such trust; (ii) in the case of Legal Defeasance, the
Company shall have delivered to the Trustee an opinion of counsel in the United
States reasonably acceptable to the Trustee confirming that: (A) the Company has
received from, or there has been published by the Internal Revenue Service, a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion of counsel shall confirm that, the Holders of such 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; (iii) in the case of Covenant
Defeasance, the Company shall have delivered to the Trustee an opinion of
counsel in the United States reasonably acceptable to such Trustee confirming
that the Holders of such Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not
occurred; (iv) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending
on the 91st day after the date of deposit; (v) such Legal Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default
under this Indenture or any other material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound; (vi) the Company shall have delivered to the Trustee
an Officers' Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders of such Notes over any other creditors
of the Company or with the intent of defeating,

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hindering, delaying or defrauding any other creditors of the Company or others;
and (vii) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that the conditions
precedent provided for in, in the case of the Officers' Certificate, (i) through
(vi) and, in the case of the Opinion of Counsel, clauses (i) (with respect to
the validity and perfection of the security interest), (ii), (iii) and (v) of
this paragraph have been complied with and the Company shall have delivered to
the Trustee an Officers' Certificate, subject to such qualifications and
exceptions as the Trustee deems appropriate, to the effect that, assuming no
Holder of the Notes is an insider of the Company, the trust funds will not be
subject to the effect of any applicable Federal bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally.

         If the funds deposited with the Trustee to effect Covenant Defeasance
are insufficient to pay the principal of, premium, if any, and interest (and
Liquidated Damages, if any) on the Notes when due, then the obligations of the
Company and the Guarantors under this Indenture will be revived and no such
defeasance will be deemed to have occurred.

SECTION 8.5.               DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE
                           HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

         Subject to Section 8.6 hereof, all cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the "Paying Agent")
pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held
in trust and applied by the Paying Agent, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
other 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, if any,
and interest (and Liquidated Damages, if any), but such money need not be
segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.4 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 outstanding Notes.

SECTION 8.6.               REPAYMENT TO THE COMPANY

                  (a) Anything in this Article VIII to the contrary
notwithstanding, the Trustee or the Paying Agent shall deliver or pay to the
Company from time to time upon the request of the Company any cash or U.S.
Government Obligations held by it as provided in Section 8.4 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 8.4(a) 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.

                  (b) Any cash and U.S. Government Obligations (including the
proceeds thereof)

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

SECTION 8.7.               REINSTATEMENT

         If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case
may be, of this Indenture 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 Guarantors' obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or
Paying Agent is permitted to apply such money in accordance with Sections 8.2
and 8.3 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest (and Liquidated
Damages, if any) on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the cash or U.S. Government Obligations held by the
Trustee or Paying Agent.


                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.1.               SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

         Without the consent of any Holder, the Company or any Guarantor, when
authorized by Board Resolutions, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto or any
amendments, supplements or other modifications to any Collateral Agreement or
the Intercreditor Agreement, in form satisfactory to the Trustee, for any of the
following purposes:

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

                           (2) to add to the covenants of the Company or the
         Guarantors for the benefit of the Holders, or to surrender any right or
         power herein conferred upon the Company

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         or the Guarantors or make any other change that does not materially
         adversely affect the rights of any Holder;

                           (3) to provide for additional Collateral for or
         additional Guarantors of the Notes;

                           (4) to evidence the succession of another Person to
         the Company, and the assumption by any such successor of the
         obligations of the Company, herein and in the Notes in accordance with
         Article V;

                           (5) to comply with the TIA;

                           (6) to evidence the succession of another corporation
         to any Guarantor and assumption by any such successor of the Guarantee
         of such Guarantor (as set forth in Section 11.4) in accordance with
         Article XI;

                           (7) to evidence the release of any Guarantor in
         accordance with Article XI;

                           (8) to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the Notes;

                           (9) in any other case where a supplemental indenture,
         or an amendment, supplement or modification to any Collateral Agreement
         or the Intercreditor Agreement, is required or permitted to be entered
         into pursuant to the provisions of this Indenture without the consent
         of any Holder; or

                           (10) to provide for the issuance and authorization of
         the Exchange Notes.

SECTION 9.2.               AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS
                           WITH CONSENT OF HOLDERS

         Subject to Section 6.8 hereof, with the consent of the Holders of not
less than a majority in aggregate principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for such Notes), by written act of said Holders delivered to the Company and the
Trustee, the Company and the Guarantors, when authorized by Board Resolutions,
and the Trustee may amend or supplement this Indenture, any Collateral Agreement
or the Intercreditor Agreement or enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture, such
Collateral Agreement or the Intercreditor Agreement or of modifying in any
manner the rights of the Holders under this Indenture, the Notes, such
Collateral Agreement or the Intercreditor Agreement. Subject to Section 6.8, the
Holder or Holders of not less than a majority in aggregate principal amount of
Notes then outstanding may waive compliance by the Company or any Guarantor with
any provision of this Indenture or the Notes. Notwithstanding any of the above,


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however, no such amendment, supplemental indenture or waiver shall, without the
consent of the Holder of each outstanding Note affected thereby:

                           (1) change the Stated Maturity on any Note, or reduce
         the principal amount thereof or the rate (or extend the time for
         payment) of interest thereon or any premium payable upon the redemption
         thereof at the Company's option, or change the city of payment where,
         or the coin or currency in which, any Note or any premium or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption at the Company's option, on or
         after the Redemption Date), or reduce the Change of Control Purchase
         Price or the Asset Sale Offer Price after the corresponding Asset Sale
         or Change of Control has occurred or alter the provisions (including
         the defined terms used therein) of Article III of this Indenture or
         Section 5 of the Notes regarding the right of the Company to redeem the
         Notes as a right, or at the Company's option or the provisions
         (including the defined terms used therein) of Article X in a manner
         adverse to the Holders; or

                           (2) reduce the percentage in principal amount of the
         outstanding Notes, the consent of whose Holders is required for any
         such amendment, supplemental indenture or waiver provided for in this
         Indenture;

                           (3) modify any of the waiver provisions, except to
         increase any required percentage or to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each outstanding Note affected thereby; or

                           (4) cause the Notes or any Guarantee to become
         contractually subordinate in right of payment to any other Indebtedness
         of the Company or any Guarantor.

         It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment, supplement
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.

         After an amendment, supplement or waiver under this Section 9.2 or
under Section 9.4 hereof becomes effective, it shall bind each Holder.

         In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.


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SECTION 9.3.    COMPLIANCE WITH TIA

         Every amendment, waiver or supplement of this Indenture, the Notes, the
Intercreditor Agreement or any Collateral Agreement shall comply with the TIA as
then in effect.

SECTION 9.4.    REVOCATION AND EFFECT OF CONSENTS

         Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder 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 or subsequent Holder may revoke the consent as to
his Note or portion of his Note by written notice to the Company or the Person
designated by the Company as the Person to whom consents should be sent if such
revocation is received by the Company or such Person before the date on which
the Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA. If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1) through (3) of Section 9.2 hereof, in which case, the amendment, supplement
or waiver shall bind only each Holder of a Note who has consented to it and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note; provided, that any such waiver shall not
impair or affect the right of any Holder to receive payment of principal and
premium of and interest (and Liquidated Damages, if any) on a Note, on or after
the respective dates set for such amounts to become due and payable expressed in
such Note, or to bring suit for the enforcement of any such payment on or after
such respective dates.

SECTION 9.5.    NOTATION ON OR EXCHANGE OF NOTES

         If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver it to the Trustee or
require the Holder to put an appropriate notation on the Note. The Trustee may
place an appropriate notation on the Note about the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Note shall issue and the Trustee shall authenticate
a new Note that reflects the changed terms. Any failure to make the appropriate
notation or to issue a new Note shall not affect the validity of such amendment,
supplement or waiver.


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SECTION 9.6.    TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article IX; provided, that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article IX is
authorized or permitted by this Indenture.

                                    ARTICLE X

                          RIGHT TO REQUIRE REPURCHASE

SECTION 10.1.   REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF
                CONTROL.

         (a) In the event that a Change of Control has occurred, each Holder of
Notes shall have the right, at such Holder's option, pursuant to an offer
(subject only to conditions required by applicable law, if any) by the Company
(the "Change of Control Offer"), to require the Company to repurchase all or any
part of such Holder's Notes (provided, that the principal amount of such Notes
must be $1,000 or an integral multiple thereof) on a date (the "Change of
Control Purchase Date") that is no later than 35 Business Days after the
occurrence of such Change of Control, at a cash price equal to 101% of the
principal amount thereof (the "Change of Control Purchase Price"), together with
accrued and unpaid interest and Liquidated Damages, if any, to the Change of
Control Purchase Date.

         Notwithstanding the foregoing, the Company will not be required to make
a Change of Control Offer upon a Change of Control if a third party (i) makes
the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Indenture applicable to a
Change of Control Offer made by the Company, and (ii) purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer.

         (b) In the event that, pursuant to this Section 10.1, the Company shall
be required to commence a Change of Control Offer, the Company shall follow the
procedures set forth in this Section 10.1 as follows:

                  (1) the Change of Control Offer shall commence within 10
         Business Days following the occurrence of a Change of Control;

                  (2) the Change of Control Offer shall remain open for 20
         Business Days following its commencement (the "Change of Control Offer
         Period ") or such other period as may be required by applicable law;


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                  (3) upon the expiration of the Change of Control Offer Period,
         the Company promptly shall purchase all of the properly tendered Notes
         at the Change of Control Purchase Price;

                  (4) if the Change of Control Purchase Date is on or after an
         interest payment Record Date and on or before the associated Interest
         Payment Date, any accrued and unpaid interest (and Liquidated Damages,
         if any) due on such Interest Payment Date will be paid to the Person in
         whose name a Note is registered at the close of business on such Record
         Date on the corresponding Interest Payment Date;

                  (5) the Company shall provide the Trustee and the Paying Agent
         with written notice of the Change of Control Offer at least three
         Business Days before the commencement of any Change of Control Offer;
         and

                  (6) on or before the commencement of any Change of Control
         Offer, the Company or the Trustee (upon the request and at the expense
         of the Company) shall send, by first-class mail, a notice to each of
         the Securityholders, which (to the extent consistent with this
         Indenture) shall govern the terms of the Change of Control Offer and
         shall state:

                           (A) that the Change of Control Offer is being made
                  pursuant to this Section 10.1 and that all Notes, or portions
                  thereof, tendered will be accepted for payment;

                           (B) the Change of Control Purchase Price (including
                  the amount of accrued but unpaid interest (and Liquidated
                  Damages, if any)) and the Change of Control Purchase Date;

                           (C) that any Note, or portion thereof, not tendered
                  or accepted for payment will continue to accrue interest (and
                  Liquidated Damages, if any);

                           (D) that, unless the Company defaults in depositing
                  cash with the Paying Agent in accordance with the penultimate
                  paragraph of this Section 10.1, or such payment is prevented
                  for any reason, any Note, or portion thereof, accepted for
                  payment pursuant to the Change of Control Offer shall cease to
                  accrue interest (and Liquidated Damages, if any) after the
                  Change of Control Purchase Date;

                           (E) that Holders electing to have a Note, or portion
                  thereof, purchased pursuant to a Change of Control 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, to the Paying Agent (which may not for
                  purposes of this Section 10.1,


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                  notwithstanding anything in this Indenture to the contrary, be
                  the Company or any Affiliate of the Company) at the address
                  specified in the notice prior to the expiration of the Change
                  of Control Offer;

                           (F) that Holders will be entitled to withdraw their
                  election, in whole or in part, if the Paying Agent receives,
                  prior to the expiration of the Change of Control Offer, a
                  facsimile transmission or letter setting forth the name of the
                  Holder, the principal amount of the Notes the Holder is
                  withdrawing and a statement containing a facsimile signature
                  and stating that such Holder is withdrawing his election to
                  have such principal amount of Notes purchased;

                           (G) that Holders whose Notes are purchased only in
                  part will be issued new Notes equal in principal amount to the
                  unpurchased portion of the Notes surrendered; and

                           (H) a brief description of the events resulting in
                  such Change of Control.

         On or before the Change of Control Purchase Date, the Company shall:

                  (1) accept for payment Notes or portions thereof properly
         tendered and not validly withdrawn pursuant to the Change of Control
         Offer;

                  (2) deposit with the Paying Agent an amount in cash sufficient
         to pay the Change of Control Purchase Price (together with accrued and
         unpaid interest and Liquidated Damages, if any) of all Notes so
         tendered; and

                  (3) deliver to the Trustee the Notes so accepted together with
         an Officers' Certificate listing the Notes or portions thereof being
         purchased by the Company.

         The Paying Agent promptly shall pay the Holders of Notes so accepted an
amount equal to the Change of Control Purchase Price (together with accrued and
unpaid interest and Liquidated Damages, if any) and the Trustee promptly shall
authenticate and deliver to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered. Any Notes not so accepted will
be delivered promptly by the Company to the Holder thereof. The Company publicly
will announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Purchase Date.

         Any Change of Control Offer shall be made in compliance with all
applicable laws, rules and regulations, including, if applicable, Regulation 14E
under the Exchange Act and all other applicable federal and state securities
laws. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Article X, the Company's compliance or
compliance by any of the Guarantors with such laws and regulations shall not in
and of itself cause a breach of


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their obligations under this Article X.


                                   ARTICLE XI

                            GUARANTEE AND COLLATERAL


SECTION 11.1.   GUARANTEE

         (a) Each of the Guarantors shall, jointly and severally, irrevocably
and unconditionally guarantee (the "Guarantee") 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 against the Company
and any other Guarantors of this Indenture, the Notes or the obligations of the
Company under this Indenture or the Notes, that: (x) the principal of and
premium (if any), and interest (and Liquidated Damages, if any) on the Notes
will be paid on a senior basis in full when due, whether at the Maturity Date or
Interest Payment Date, by acceleration, call for redemption, upon a Change of
Control Offer, upon an Asset Sale Offer or otherwise; (y) all other obligations
of the Company to the Holders or the Trustee under this Indenture or the Notes
will be promptly paid in full or performed, all in accordance with the terms of
this Indenture and the Notes; and (z) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, the same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at maturity, by acceleration, call for
redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise. Failing payment when due of any amount so guaranteed for whatever
reason, each Guarantor shall be obligated to pay the same before failure so to
pay becomes an Event of Default. Each Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection.

         If the Company or a Guarantor defaults in the payment of the principal
of, premium, if any, or interest (or Liquidated Damages, if any) on, the Notes
when and as the same shall become due, whether upon maturity, acceleration, call
for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or
otherwise, without the necessity of action by the Trustee or any Holder, each
Guarantor shall be required, jointly and severally, to promptly make such
payment in full.

         The Company shall cause each Subsidiary that is formed or acquired
after the date hereof and each subsidiary that becomes a Subsidiary after the
date hereof, in each case other than Foreign Subsidiaries, concurrently upon
becoming a Subsidiary, to become a Guarantor hereunder and execute and deliver
to the Trustee a supplemental indenture as provided pursuant to the terms of
this Indenture.

         Notwithstanding anything herein to the contrary, if any of the
Subsidiaries of the Company (including Foreign Subsidiaries) that is not a
Guarantor guarantees any of the Company's other Indebtedness or any other
Indebtedness of any of its Subsidiaries, or the Company or any of its
Subsidiaries, individually or collectively, pledges more than 65% of the Voting
Equity Interests of such Subsidiary to a United States lender to secure
Indebtedness of the Company or Indebtedness


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of any Guarantor, then such Subsidiary must become a Guarantor in accordance
with the terms hereof.

         (b) Each Guarantor hereby agrees to the fullest extent permitted by
applicable law, that its obligations with regard to this Guarantee shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
delays in obtaining or realizing upon or failures to obtain or realize upon
collateral, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstances that might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives, to the fullest extent permitted by applicable law, 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 or right to require the prior disposition of the assets of
the Company to meet its obligations, protest, notice and all demands whatsoever
and covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

         (c) If any Holder or the Trustee is required by any court or otherwise
to return to either the Company or any Guarantor, or any Custodian or similar
official acting in relation to either the Company or such Guarantor, any amount
paid by either the Company or such Guarantor to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor agrees that it 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 such Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.2
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration as to the Company of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.2 hereof, those
obligations (whether or not due and payable) will forthwith become due and
payable by each of the Guarantors for the purpose of this Guarantee.

         (d) It is the intention of each Guarantor and the Company that the
obligations of each Guarantor hereunder shall be in, but not in excess of, the
maximum amount permitted by applicable law. Accordingly, if the obligations in
respect of the Guarantee would be annulled, avoided or subordinated to the
creditors of any Guarantor by a court of competent jurisdiction in a proceeding
actually pending before such court as a result of a determination both that such
Guarantee was made by such Guarantor without fair consideration and, immediately
after giving effect thereto, such Guarantor was insolvent or unable to pay its
debts as they mature or left with an unreasonably small capital, then the
obligations of such Guarantor under such Guarantee shall be reduced by such
court if and to the extent such reduction would result in the avoidance of such
annulment, avoidance or subordination; provided, however, that any reduction
pursuant to this paragraph shall be made in the smallest amount as is strictly
necessary to reach such result. For purposes of this paragraph, "fair
consideration", "insolvency", "unable to pay its debts as they mature",
"unreasonably small capital" and the effective times of reductions, if any,
required by this paragraph shall be determined in


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accordance with the applicable Bankruptcy Law.


SECTION 11.2.   EXECUTION AND DELIVERY OF GUARANTEE

         Each Guarantor shall, by virtue of such Guarantor's execution and
delivery of an indenture supplement pursuant to Section 11.1 hereof, be deemed
to have signed on each Note issued hereunder the notation of guarantee set forth
on the form of the Notes attached hereto as Exhibit A to the same extent as if
the signature of such Guarantor appeared on such Note.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the guarantee set forth in
Section 11.1 on behalf of each Guarantor. The notation of a guarantee set forth
on any Note shall be null and void and of no further effect with respect to the
guarantee of any Guarantor which, pursuant to Section 11.4, is released from
such Guarantee.

SECTION 11.3.   CERTAIN BANKRUPTCY EVENTS

         Each Guarantor hereby covenants and agrees, to the fullest extent that
it may do so under applicable law, that in the event of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company, such
Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the United States Bankruptcy Code or otherwise.

SECTION 11.4.   LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS

         No Guarantor shall consolidate or merge with or into (whether or not
such Guarantor is the surviving Person) another Person unless, subject to the
provisions of the following paragraph and the other provisions of this
Indenture, the Registration Rights Agreement and the Collateral Agreements, (1)
the Person formed by or surviving any such consolidation or merger (if other
than such Guarantor) assumes all the obligations of such Guarantor under its
Guarantee, the Notes, this Indenture, the Registration Rights Agreement and the
Collateral Agreements pursuant to a supplemental indenture and other documents
in form reasonably satisfactory to the Trustee, pursuant to which such Person
shall, among other things, unconditionally guarantee, on a senior basis, all of
such Guarantor's obligations under such Guarantor's Guarantee on the terms set
forth in this Indenture; (2) the Collateral owned by such Guarantor at the time
of such transaction shall, upon consummation of such transaction, (A) continue
to constitute Collateral under this Indenture and the Collateral Agreements, (B)
be subject to the Lien in favor of the Trustee for the benefit of the Holders of
the Notes, and (C) not be subject to any Lien other than Permitted Liens; (3)
the property and assets of the Person that is merged or consolidated with or
into such Guarantor, to the extent that they are property or assets of the types
that would constitute Collateral under this Indenture and the Collateral
Agreements, shall be treated as After-Acquired Property, and such Guarantor or
the


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surviving Person, as the case may be, shall take such action as may be necessary
to cause such property and assets to be made subject to the Lien under this
Indenture and the Collateral Agreements in the manner and to the extent required
thereby; and (4) immediately before and immediately after giving effect to such
transaction on a pro forma basis, no Default or Event of Default shall have
occurred or be continuing. The provisions of this Section 11.4 shall not apply
to the merger of any Guarantors with and into each other or with or into the
Company. In addition, the Trustee may require any such Person to ensure, by
executing and delivering instruments and opinions of counsel in form reasonably
satisfactory to the Trustee, that the Trustee continues to hold a Lien, having
the same relative priority as was the case immediately prior to such
transaction(s), on all Collateral for the benefit of the Holders.

         Upon the sale or disposition (whether by merger, stock purchase, Asset
Sale or otherwise) of a Guarantor (as an entirety) to an entity which is not,
and is not required to become, a Guarantor, or the designation of a Subsidiary
to become an Unrestricted Subsidiary, which transaction is otherwise in
compliance with this Indenture (including, without limitation, the provisions of
Section 4.14), such Guarantor will be deemed released from its obligations under
its Guarantee, the Notes, the Registration Rights Agreement and the Collateral
Agreements as set forth in Section 11.9 and the Collateral owned by such
Guarantor shall be released from the Liens created by the Collateral Agreements
as set forth in Section 11.9(b); provided, however, that any such termination
shall occur only to the extent that all obligations of such Guarantor under all
of its guarantees of, and under all of its pledges of assets or other security
interests that secure, any of the Company's Indebtedness or any Indebtedness of
any other of the Subsidiaries of the Company shall also terminate upon such
release, sale or transfer and none of its Equity Interests are pledged for the
benefit of any holder of any of the Company's Indebtedness or any Indebtedness
of any of the Subsidiaries of the Company.

SECTION 11.5.   COLLATERAL

         (a) The due and punctual payment of the principal and premium, if any,
of, and interest (and Liquidated Damages, if any) on, the Notes when and as the
same shall become due and payable, whether on an Interest Payment Date, at the
Stated Maturity, by acceleration, repurchase, redemption or otherwise, interest
on the overdue principal of and interest (to the extent permitted by law), if
any, on the Notes and payment or performance of all other obligations under this
Indenture, the Notes, the Guarantees, the Collateral Agreements and the
Registration Rights Agreement, shall be secured as provided in the Collateral
Agreements.

         (b) The Company and the Guarantors shall, and shall cause each of their
Subsidiaries to, do or cause to be done all such acts and things as may be
necessary or proper, or as may be required by the provisions of the Collateral
Agreements, to assure and confirm to the Trustee the security interest in the
Collateral contemplated hereby and by the Collateral Agreements, as from time to
time constituted, so as to render the same available for the security and
benefit of this Indenture and of the Notes secured hereby, according to the
intent and purposes expressed herein and in the Collateral Agreements. The
Company and the Guarantors shall, and shall cause each of their Subsidiaries to,
take, upon request of the Trustee, any and all actions required to cause the
Collateral Agreements to create and maintain, as security for the obligations
under this Indenture, the Notes,


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the Guarantees, the Collateral Agreements and the Registration Rights Agreement,
valid and enforceable, perfected (except as expressly provided herein or
therein) Liens in and on all the Collateral, in favor of the Trustee, superior
to and prior to the rights of all third Persons, and subject to no other Liens,
other than as provided herein and therein and in the Intercreditor Agreement;
provided, that the Trustee's Lien securing the Collateral shall be subordinated
pursuant to the terms of the Intercreditor Agreement to a Lien securing the
Company's and the Guarantors' obligations under the Credit Facility, but only to
the extent provided in the Intercreditor Agreement.

         (c) Simultaneously with the execution of this Indenture, the Trustee is
hereby authorized and directed to enter into the Pledge and Security Agreement,
which shall be in the form attached as Exhibit E hereto, and an intercreditor
agreement in the form attached as Exhibit F hereto with The Bank of New York, as
administrative agent under the Credit Facility. The Trustee is further
authorized and directed to enter into any other Collateral Agreements
(including, without limitation, the Deposit Account Control Agreements and any
agreement, instrument or document required under the laws of the respective
jurisdictions of organization of any Foreign Subsidiaries whose Equity Interests
are included in the Collateral for the effectiveness or perfection of the Lien
granted in favor of the Trustee in such Equity Interests). In connection with
any replacement or refinancing of any secured Indebtedness under the Credit
Facility to the extent permitted under Section 4.11 of this Indenture and clause
(m) of the definition of the "Permitted Liens," the Trustee is hereby authorized
and directed upon request of the Company to enter into an intercreditor
agreement substantially in the form attached as Exhibit F hereto with the
applicable Replacement Agent (as defined in the Intercreditor Agreement).

         (d) The Company shall, and shall cause each of its Subsidiaries to, use
all reasonable efforts to obtain all requisite consents to enable the Company or
such Subsidiary to provide a Lien on any license, contract or agreement to which
the Company or such Subsidiary is party and which is an Excluded Asset described
in clause (c) of the definition of "Excluded Assets."

         (e) The Company shall use its best efforts to deliver, or cause to be
delivered, on or prior to April 15, 2002 (but in no event later than May 31,
2002), (i) with respect to each of its Deposit Accounts existing on the date
hereof and set forth in Schedule III to the Pledge and Security Agreement, a
duly executed Deposit Account Control Agreement with respect to each such
Deposit Account (other than a Deposit Account that at all times has less than
(A) $25,000 on deposit therein, and (B) when aggregated with all other Deposit
Accounts that are not subject to a Deposit Account Control Agreement in favor of
the Trustee, $100,000 on deposit therein), together with a favorable written
opinion or opinions addressed to the Trustee and dated the date of delivery of
the last of the Deposit Account Control Agreements delivered pursuant to this
Section 11.5(e) from Jones, Day, Reavis & Pogue, as counsel to the Company and
the Guarantors, in form and substance satisfactory to the Trustee, and (ii) with
respect to any Equity Interests of Foreign Subsidiaries of the Company or the
Guarantors included in the Collateral (other than any Excluded Assets), duly
executed agreements, instruments or documents required under the laws of the
respective jurisdictions of organization of such Foreign Subsidiaries for the
effectiveness or perfection of the Lien granted in favor of the Trustee in such
Equity Interests, but only to the extent that (x) such effectiveness or
perfection can reasonably be obtained or achieved under the laws of the
applicable jurisdictions and


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(y) the terms of such agreements, instruments or documents do not otherwise
conflict with the terms of the Intercreditor Agreement. The Company shall
request that Jones, Day, Reavis & Pogue deliver the opinion referred to in
clause (i) above.

SECTION 11.6.   ADDITIONAL COLLATERAL

         The Company and the Guarantors shall grant a valid security interest in
and/or pledge to the Trustee all After-Acquired Property, including granting a
mortgage on material real property (other than leasehold interests) the Company
or the Guarantors may acquire after the issuance of the Notes, and shall execute
and deliver all documents and opinions and take all action necessary or
desirable to perfect and protect such a security interest in favor of the
Trustee, subject only to Permitted Liens.

SECTION 11.7.   IMPAIRMENT OF SECURITY INTERESTS

         Except as permitted in this Indenture, the Intercreditor Agreement and
the Collateral Agreements, neither the Company nor any of its Subsidiaries shall
take or omit to take any action that would have the result of adversely
affecting or impairing the Lien on the Collateral in favor of the Trustee for
the benefit of the Holders of the Notes.

SECTION 11.8.   OPINIONS

         The Company and the Guarantors shall furnish to the Trustee within
three months after each anniversary of the Issue Date, an Opinion of Counsel,
dated as of such date, stating either that (i) in the opinion of such counsel,
all action has been taken to maintain the Liens granted pursuant to the
Collateral Agreements, including, without limitation, the recording, filing,
re-recording or refiling of any financing statements, continuation statements or
other instruments or documents, and reciting the details of such action, subject
to customary assumptions and exclusions or (ii) in the opinion of such counsel,
no actions were necessary to maintain such Liens during such year, which Opinion
of Counsel also shall state what actions it then believes are necessary to
maintain the effectiveness of such Liens during the next year, subject to
customary assumptions and exclusions.

SECTION 11.9.   POSSESSION, USE AND RELEASE OF COLLATERAL

         (a) Subject to and in accordance with the provisions of the Collateral
Agreements, this Indenture and the Credit Facility, so long as neither the
Trustee nor the agent under the Credit Facility has exercised its rights with
respect to the Collateral upon the occurrence and continuance of an Event of
Default, the Company and the Guarantors shall have the right to remain in
possession of the Collateral, to operate the Collateral, to alter or repair the
Collateral and to collect, invest and dispose of any income thereon.

         (b) In the cases of clauses (1), (3) and (5) below, all of the
Collateral, and in the case of clauses (2), (4), (6) and (7) below, the
Collateral specified therein, shall be released from the Liens created by the
Collateral Agreements at the sole cost and expense of the Company and the
Guarantors:


                                       94
<PAGE>
         (1) upon payment in full of the Notes and all other obligations under
this Indenture, the Notes, the Guarantees, the Collateral Agreements and the
Registration Rights Agreement then due and owing;

         (2) unless an Event of Default shall have occurred and be continuing,
upon the sale or other disposition of Collateral pursuant to the provisions of
Section 4.14, solely with respect to the asset sold or otherwise disposed of
pursuant to such provisions and the Net Cash Proceeds received therefor upon
application in accordance with the provisions of such covenant;

         (3) upon the written consent of the Holders of a majority in aggregate
principal amount of the then outstanding notes (including consents obtained in
connection with a tender offer or exchange offer for notes);

         (4) as required pursuant to the terms of the Intercreditor Agreement;

         (5) upon a Legal Defeasance or Covenant Defeasance;

         (6) upon eminent domain, condemnation or similar circumstances, solely
with respect to the Collateral taken thereby; or

         (7) upon the release or deemed release of any Guarantor from its
obligations under this Indenture and its Guarantee, solely with respect to the
Collateral owned by such Guarantor;

provided, that the Trustee shall not release any Lien on any Collateral unless
and until it shall have received (x) an Officers' Certificate certifying that
all conditions precedent hereunder have been met and (y) such other documents
required by Section 11.10 hereof. Upon compliance with the above provisions, the
Trustee shall execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Collateral permitted to be released pursuant to this Indenture or the
Collateral Agreements.

                  (c) The release of any Collateral from the terms of the
Collateral Agreements shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof and of the Collateral
Agreements if and to the extent the Collateral is released pursuant to the terms
of this Indenture and the Collateral Agreements.

SECTION 11.10.  CERTIFICATES OF THE COMPANY AND THE GUARANTORS

         The Company and the Guarantors shall furnish to the Trustee, prior to
each proposed release of Collateral, all documents required by TIA Section
314(d); provided, however, that the Company and any Guarantor may, without any
release or consent of the Trustee, sell or otherwise dispose of inventory and
collect or dispose of accounts receivable, notes receivable and cash in the
ordinary course of business if the Company or such Guarantor, as applicable,
delivers to the Trustee semi-annually an


                                       95
<PAGE>
Officers' Certificate stating that the sale, collection and/or disposition of
all inventory, accounts receivable, notes receivable and cash during the
immediately preceding six-month period was in the ordinary course of business.
The Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept
as conclusive evidence of compliance with the foregoing provisions the
appropriate statements contained in such instruments. Any certificate or opinion
required by TIA Section 314(d) may be made by an Officer of the Company or the
applicable Guarantor, except in cases where TIA Section 314(d) requires that
such certificate or opinion be made by an independent engineer, appraiser or
other expert within the meaning of TIA Section 314(d).

SECTION 11.11.  AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE
                UNDER THE COLLATERAL AGREEMENTS

         Subject to the terms of the Intercreditor Agreement, the Trustee may,
including upon the occurrence and during the continuance of an Event of Default,
in its sole discretion and without the consent of the Holders, on behalf of the
Holders, take all actions it deems necessary or appropriate as are available
under this Indenture, the Collateral Agreements and at law, such as the
institution of sale or foreclosure proceedings, in order to (a) enforce any of
the terms of the Collateral Agreements, including delivery of a Notice of
Exclusive Control (as defined in the Deposit Account Control Agreements), and
(b) collect and receive any and all amounts payable in respect of the
obligations of the Company and the Guarantors hereunder and under the Notes, the
Guarantees, the Collateral Agreements and the Registration Rights Agreement.
Subject to the terms of the Intercreditor Agreement, the Trustee shall have the
power to institute and to maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Collateral Agreements or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interest and the interests of the Holders in the Collateral
(including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of the
Holders or the Trustee).

SECTION 11.12.  AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER
                THE COLLATERAL AGREEMENTS

         The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Collateral Agreements, and, subject to the
Intercreditor Agreement, to make further distributions of such funds to the
Holders according to the provisions of this Indenture and the Collateral
Agreements.


                                       96
<PAGE>
                                  ARTICLE XII

                                 MISCELLANEOUS

SECTION 12.1.   TIA CONTROLS

         If any provision of this Indenture limits, qualifies, or conflicts with
the duties imposed by operation of the TIA, the imposed duties, upon
qualification of this Indenture under the TIA, shall control.

SECTION 12.2.   NOTICES

         Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier, recognized overnight courier or registered or certified
mail, postage prepaid, return receipt requested, and addressed as follows:

           if to the Company or any Guarantor:


                Penton Media, Inc.
                1300 East 9th Street
                Cleveland, Ohio  44114
                Attention:  Chief Financial Officer
                Telecopy: (216) 696-0836

           with a copy to:


                Jones, Day, Reavis & Pogue
                North Point
                901 Lakeside Avenue
                Cleveland, Ohio  44114
                Attention: Christopher M. Kelly
                Telecopy:  (216) 579-0212

           if to the Trustee:


                U.S. Bank National Association
                180 East Fifth Street
                St. Paul, MN 55101
                Attention: Corporate Trust Department

         Any party by notice to each other party may designate additional or
different addresses as shall be furnished in writing by such party. Any notice
or communication to any party shall be deemed to have been given or made as of
the date so delivered, if personally delivered; when

                                       97
<PAGE>
answered back, if telexed; when receipt is acknowledged, if telecopied; the next
Business Day after timely delivery to a recognized overnight courier, if sent by
such courier guaranteeing next day delivery; and five Business Days after
mailing if sent by registered or certified mail, postage prepaid (except that a
notice of change of address shall not be deemed to have been given until
actually received by the addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to him by first class mail or other equivalent means at his address as it
appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

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

SECTION 12.3.   COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS

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

SECTION 12.4.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

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

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

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

SECTION 12.5.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

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

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


                                       98
<PAGE>
                  (3) a statement that, in the opinion of such Person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been met; and

                  (4) a statement as to whether or not, in the opinion of each
         such Person, such condition or covenant has been met; provided,
         however, that, with respect to matters of fact, an Opinion of Counsel
         may rely on an Officers' Certificate or certificates of public
         officials.

SECTION 12.6.   RULES BY TRUSTEE, PAYING AGENT, REGISTRAR

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

SECTION 12.7.   LEGAL HOLIDAYS

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to close. If a payment date is a Legal Holiday at such place,
payment may be made at such place on the next succeeding day that is not a Legal
Holiday, and no interest (or Liquidated Damages, if any) shall accrue for the
intervening period.

SECTION 12.8.   GOVERNING LAW

         THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES. EACH OF THE
COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK
OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK
IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY
SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER


                                       99
<PAGE>
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY AND THE GUARANTORS IN ANY OTHER JURISDICTION.

SECTION 12.9.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Guarantor or any of their respective
Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 12.10.  NO RECOURSE AGAINST OTHERS

         No direct or indirect stockholder, employee, officer or director, as
such, past, present or future, of the Company or any Guarantor, or any successor
entity, shall have any personal liability in respect of the obligations of the
Company or the Guarantors under this Indenture, the Notes, the Guarantees, the
Registration Rights Agreement or the Collateral Agreements solely by reason of
his or its status as such stockholder, employee, officer or director; provided,
that this Section 12.10 shall in no way limit the obligation of any Guarantor
pursuant to any Guarantee of the Notes. Each Securityholder 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.

SECTION 12.11.  SUCCESSORS

         All agreements of the Company and the Guarantors in this Indenture and
the Notes shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

SECTION 12.12.  DUPLICATE ORIGINALS

         All parties may sign any number of copies or counterparts of this
Indenture. Each signed copy or counterpart shall be an original, but all of them
together shall represent the same agreement.

SECTION 12.13.  SEVERABILITY

         In case any one or more of the provisions in this Indenture or in the
Notes or in the Guarantees shall be held invalid, illegal or unenforceable, in
any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not
in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 12.14.  TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table and headings of the
Articles and the Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.


                                      100
<PAGE>
SECTION 12.15.  QUALIFICATION OF INDENTURE

         The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement and shall pay
all costs and expenses (including attorneys' fees for the Company and the
Trustee) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Notes and printing this
Indenture and the Notes. The Trustee shall be entitled to receive from the
Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

SECTION 12.16.  REGISTRATION RIGHTS

         Certain Holders of the Notes may be entitled to certain registration
rights with respect to such Notes pursuant to, and subject to the terms of, the
Registration Rights Agreement.


                                      101
<PAGE>
                                   SIGNATURES

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


                              PENTON MEDIA, INC.
                              a Delaware corporation

                              By: /s/ Thomas L. Kemp
                                 ------------------------------
                              Name: Thomas L. Kemp
                              Title: Chairman of the Board and
                                     Chief Executive Officer

                              GUARANTORS

                              STARDUST.COM

                              By: /s/ Joseph G. NeCastro
                                 ------------------------------
                                 Name: Joseph G. NeCastro
                                 Title: Chief Financial Officer

                              PTS DELAWARE, INC.

                              By: /s/ Joseph G. NeCastro
                                 ------------------------------
                                 Name: Joseph G. NeCastro
                                 Title: Chief Financial Officer
                                        and Treasurer

                              INTERNET WORLD MEDIA, INC.

                              By: /s/ Joseph G. NeCastro
                                 ------------------------------
                                 Name: Joseph G. NeCastro
                                 Title: Chief Financial Officer,
                                        Treasurer and Assistant Secretary

                              STREAMING MEDIA, INC.

                              By: /s/ Joseph G. NeCastro
                                 ------------------------------
                                 Name: Joseph G. NeCastro
                                 Title: Chief Financial Officer
                                        and Treasurer
<PAGE>
                        TECH CONFERENCES, INC.

                        By: /s/ Joseph G. NeCastro
                           ------------------------------
                           Name: Joseph G. NeCastro
                           Title: Vice President, Chief Financial Officer
                                  and Treasurer

                        HEALTHWELL.COM, INC.

                        By: /s/ Joseph G. NeCastro
                           ------------------------------
                           Name: Joseph G. NeCastro
                           Title: Vice President, Chief Financial Officer
                                  and Treasurer

                        DONOHUE MEEHAN PUBLISHING COMPANY

                        By: /s/ Joseph G. NeCastro
                           ------------------------------
                           Name: Joseph G. NeCastro
                           Title: Treasurer

                        DUKE INVESTMENTS, INC.

                        By: /s/ Joseph G. NeCastro
                           ------------------------------
                           Name: Joseph G. NeCastro
                           Title: Chief Financial Officer and Treasurer

                        DUKE COMMUNICATIONS
                        INTERNATIONAL, INC.

                        By: /s/ Joseph G. NeCastro
                           ------------------------------
                           Name: Joseph G. NeCastro
                           Title: Chief Financial Officer and Treasurer

                        ONE, INC.

                        By: /s/ Joseph G. NeCastro
                           ------------------------------
                           Name: Joseph G. NeCastro
                           Title: Treasurer

                        BOARDWATCH, INCORPORATED

                        By: /s/ Joseph G. NeCastro
                           ------------------------------
                           Name: Joseph G. NeCastro
                           Title: Treasurer
<PAGE>
                                               PENTON INTERNET, INC.

                                               By: /s/ Joseph G. NeCastro
                                                  ------------------------------
                                                  Name: Joseph G. NeCastro
                                                  Title: Assistant Secretary

                                               U.S. BANK NATIONAL ASSOCIATION
                                               as Trustee

                                               By: /s/ Frank P. Leslie III
                                                  ------------------------------
                                                  Name: Frank P. Leslie III
                                                  Title: Vice President

<PAGE>
                                                                       EXHIBIT A

                                  FORM OF NOTE

                               PENTON MEDIA, INC.

                11-7/8% [SERIES A] [SERIES B](1) SENIOR SECURED NOTE
                                    DUE 2007

                                                             CUSIP No.:________
No.                                                            $_______________



      Penton Media, Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successors under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________, or
registered assigns, the principal sum of __________ Dollars, on October 1, 2007.

      Interest Payment Dates:  April 1 and October 1; commencing October 1,
2002.


      Record Dates:  March 15 and September 15.


      Reference is made to the further provisions of this Note on the reverse
side, which will, for all purposes, have the same effect as if set forth at this
place.



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


      (1) Series A should be replaced with Series B in the Exchange Offer.
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


                                    PENTON MEDIA, INC.
                                    a Delaware corporation


                                    By: _______________________________________
                                        Name:   Thomas L. Kemp
                                        Title:  Chairman of the Board and Chief
                                                Executive Officer

                                    By: _______________________________________
                                        Name:   Joseph G. NeCastro
                                        Title:  Chief Financial Officer



Dated:  March __, 2002
<PAGE>
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


      This is one of the Notes described in the within-mentioned Indenture.



                                    U.S. BANK NATIONAL ASSOCIATION



                                    By: ___________________________________
                                        Authorized Signatory


Dated:  [    ], 2002
<PAGE>
                                 (Back of Note)

         11 7/8% [Series A] [Series B](2) Senior Secured Notes due 2007

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.](3)


[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.](4)

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE 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 CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER


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

(2)   Series A should be replaced with Series B in the Exchange Offer.

(3)   To be included only on Global Notes deposited with DTC as Depositary.


(4)   To be included only on Global Notes deposited with DTC as Depositary.
<PAGE>
HOLDS THIS NOTE. NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM
ACCRUING ON THIS NOTE.](5)



[THIS NOTE (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 NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE 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 NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
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), (IV) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) 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
NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.](6)

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO
HOLDERS OF THIS NOTE THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE
ISSUE DATE, AND THE YIELD TO MATURITY OF THIS NOTE. HOLDERS SHOULD CONTACT:
PENTON MEDIA, INC., ATTENTION: CHIEF FINANCIAL OFFICER, 1300 EAST 9TH


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

(5)   To be included only on Reg S Temporary Global Notes.

(6)   To be included only on Transfer Restricted Notes.
<PAGE>
STREET, CLEVELAND, OHIO 44114.


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

            1. Interest. Penton Media, Inc., a Delaware corporation (the "Com-
pany"), promises to pay interest on the principal amount of this Note at 11-7/8%
per annum from March 28, 2002 until maturity and shall pay the Liquidated
Damages, if any, payable pursuant to Section 6 of the Registration Rights
Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually in arrears on April 1 and October 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 provided for or, if no
interest has been paid, from the Issue Date; provided, that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a Record Date (defined below) 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 October 1, 2002. The Company shall pay interest on overdue
principal and premium, if any, from time to time on demand at the rate then in
effect; it shall pay interest on overdue installments of interest and Liquidated
Damages, 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 Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date (each a "Record Date"),
even if such Notes are cancelled after such Record Date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture (as
defined below) with respect to defaulted interest. The Notes will be payable as
to principal, premium, interest and Liquidated Damages, if any, at the office or
agency of the Company maintained in the Borough of Manhattan, The City and State
of New York for such purpose, or, at the option of the Company, payment of
interest and Liquidated Damages, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided,
that payment by wire transfer of immediately available funds to an account
within the United States will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on all Global Notes. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

            3. Paying Agent and Registrar. Initially, U.S. Bank National
Association, 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 March 28, 2002 ("Indenture") among the Company, the Guarantors party
thereto and
<PAGE>
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 Sections 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.

            5. Optional Redemption.


            (a) Except as set forth in clause (b) of this Section 5, the Company
shall not have the option to redeem the Notes pursuant to this Section 5 prior
to October 1, 2005. The Notes will be redeemable for cash at the option of the
Company, in whole or in part, at any time on or after October 1, 2005, upon not
less than 30 days nor more than 60 days prior notice mailed by first class mail
to each Holder at its last registered address, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during the
12-month period commencing October 1 of the years indicated below, in each case
(subject to the right of Holders of record on a Record Date to receive the
corresponding interest due (and the corresponding Liquidated Damages, if any) on
the corresponding Interest Payment Date that is on or prior to such Redemption
Date), together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the Redemption Date:

<TABLE>
<CAPTION>
        YEAR                                     PERCENTAGE
        ----                                     ----------
<S>                                              <C>
        2005 ...............................      105.9375%
        2006 and thereafter ................      100.0000%
</TABLE>

            (b) Notwithstanding the provisions of clause (a) of this Section, at
any time prior to October 1, 2005, upon any Public Equity Offering of Common
Stock, up to 35% of the aggregate principal amount of the Notes issued pursuant
to the Indenture may be redeemed at the option of the Company within 90 days of
such Public Equity Offering, on not less than 30 days, but not more than 60
days, notice to each Holder of the Notes to be redeemed, with cash from the Net
Cash Proceeds of such Public Equity Offering, at a redemption price equal to
111.875% of the principal amount thereof (subject to the right of Holders of
record on a Record Date to receive the corresponding interest (and the
corresponding Liquidated Damages, if any) due on the Interest Payment Date that
is on or prior to such Redemption Date), together with accrued and unpaid
interest and Liquidated Damages, if any, thereon to the Redemption Date;
provided, however, that immediately following such redemption not less than 65%
of the aggregate principal amount of the Notes originally issued pursuant to
this Indenture on the Issue Date remain outstanding.

            (c) Notice of redemption will be mailed by first class mail at least
30 days but not more than 60 days before the Redemption Date to each 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 integral multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest (and Liquidated Damages, if any) ceases to
accrue on Notes or portions thereof called for redemption unless the Company
defaults in such payments due on the Redemption Date.
<PAGE>
            6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.

            7. Offers to Purchase.

            (a) Change of Control. In the event that a Change of Control has
occurred, each Holder of Notes shall have the right, at such Holder's option,
pursuant to an offer (subject only to conditions required by applicable law, if
any) by the Company (the "Change of Control Offer"), to require the Company to
repurchase all or any part of such Holder's Notes (provided, that the principal
amount of such Notes must be $1,000 or an integral multiple thereof) on a date
(the "Change of Control Purchase Date") that is no later than 35 Business Days
after the occurrence of such Change of Control, at a cash price equal to 101% of
the principal amount thereof (the "Change of Control Purchase Price"), together
with accrued and unpaid interest and Liquidated Damages, if any, to the Change
of Control Purchase Date. Notwithstanding the foregoing, the Company will not be
required to make a Change of Control Offer upon a Change of Control if a third
party (i) makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in the Indenture
applicable to a Change of Control Offer made by the Company, and (ii) purchases
all Notes validly tendered and not withdrawn under such Change of Control Offer.

            The Company shall commence the Change of Control Offer within 10
Business Days following a Change of Control, shall keep the Change of Control
Offer open for 20 Business Days following its commencement (the "Change of
Control Offer Period") or such other period as may be required by applicable law
and shall follow the other procedures set forth in Section 10.1 of the
Indenture. Upon expiration of the Change of Control Offer Period, the Company
promptly shall purchase all Notes properly tendered in response to the Change of
Control Offer at the Change of Control Purchase Price.

            On or before the Change of Control Purchase Date, the Company shall
(i) accept for payment Notes or portions thereof properly tendered and not
validly withdrawn pursuant to the Change of Control Offer; (ii) deposit with the
Paying Agent an amount in cash sufficient to pay the Change of Control Purchase
Price (together with accrued and unpaid interest and Liquidated Damages, if any)
of all Notes so tendered; and (iii) deliver to the Trustee the Notes so accepted
together with an Officers' Certificate listing the Notes or portions thereof
being purchased by the Company. The Paying Agent promptly shall pay the Holders
of Notes so accepted an amount equal to the Change of Control Purchase Price
(together with accrued and unpaid interest and Liquidated Damages, if any) and
the Trustee promptly shall authenticate and deliver to such Holders a new Note
equal in principal amount to any unpurchased portion of the Note surrendered.
Any Notes not so accepted will be delivered promptly by the Company to the
Holder thereof. The Company publicly will announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Purchase
Date.

            (b) Asset Sale. The Company and the Guarantors shall not, and
neither
<PAGE>
the Company nor the Guarantors shall permit any of their respective Subsidiaries
to, in one or a series of related transactions, convey, sell, lease, transfer,
assign or otherwise dispose of, directly or indirectly, any of their property,
business or assets, including by merger or consolidation (in the case of a
Guarantor or one of the Company's Subsidiaries), and including any sale or other
transfer or issuance of any Equity Interests of any of the Company's
Subsidiaries, whether by the Company or one of its Subsidiaries or through the
issuance, sale or transfer of Equity Interests by one of the Company's
Subsidiaries and including any sale and leaseback transaction (any of the
foregoing, an "Asset Sale"), unless: (1)(a) the Net Cash Proceeds therefrom (the
"Asset Sale Offer Amount") are applied within 365 days after the date of such
Asset Sale to the extent not applied in accordance with paragraph (b) below, to
the (i) optional redemption of the Notes in accordance with the terms of the
Indenture and the Company's other Indebtedness ranking on a parity with the
Notes and with similar provisions requiring the Company to redeem such
Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to
the respective principal amounts (or accreted values in the case of Indebtedness
issued with an original issue discount) of the Notes and such other Indebtedness
then outstanding or (ii) repurchase of the Notes and such other Indebtedness
ranking on a parity with the Notes and with similar provisions requiring the
Company to make an offer to purchase such Indebtedness with the proceeds from
such Asset Sale pursuant to a cash offer (subject only to conditions required by
applicable law, if any) (pro rata in proportion to the respective principal
amounts (or accreted values in the case of Indebtedness issued with an original
issue discount) of the Notes and such other Indebtedness then outstanding) (the
"Asset Sale Offer") at a purchase price of 100% of the principal amount (or
accreted value in the case of Indebtedness issued with an original issue
discount) (the "Asset Sale Offer Price") together with accrued and unpaid
interest and Liquidated Damages, if any, to the date of payment, made within 335
days of such Asset Sale; or (b) within 365 days following such Asset Sale, the
Asset Sale Offer Amount is (i) invested in fixed assets and property (other than
notes, bonds, obligations and securities, except in connection with the
acquisition of a Guarantor in a Related Business) which in the good faith
reasonable judgment of the Company's Board of Directors will immediately
constitute or be a part of a Related Business of the Company or such Subsidiary
(if it continues to be a Subsidiary) immediately following such transaction or
(ii) used to retire Purchase Money Indebtedness secured by the asset that was
the subject of the Asset Sale or Indebtedness outstanding under the Credit
Facility, and to permanently reduce (in the case of Indebtedness that is not
such Purchase Money Indebtedness) the amount of such Indebtedness outstanding on
the Issue Date or permitted pursuant to paragraph (b) of Section 4.11 of the
Indenture (including that in the case of a revolver or similar arrangement that
makes credit available, such commitment is so permanently reduced by such
amount), except that, in the case of clause (b)(i), only proceeds from an Asset
Sale of assets or capital stock of a Foreign Subsidiary may be invested in a
Foreign Subsidiary; (2) at least 85% of the total consideration for such Asset
Sale or series of related Asset Sales consists of cash or Cash Equivalents; (3)
no Default or Event of Default shall have occurred and be continuing at the time
of, or would occur after giving effect, on a pro forma basis, to, such Asset
Sale; (4) the Company's Board of Directors determines in good faith that the
Company or such Subsidiary receives, as applicable, fair market value for such
Asset Sale; and (5) if such Asset Sale involves the disposition of Collateral,
the Company or such Subsidiary, as applicable, has complied with the provisions
described under Section 11.9 of the Indenture.
<PAGE>
            Pending the final application of any Net Cash Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest the Net
Cash Proceeds in any manner that is not prohibited by this Indenture. Until so
applied, such Net Cash Proceeds shall constitute Collateral under this Indenture
and the Collateral Agreements.

            An acquisition of Notes pursuant to an Asset Sale Offer may be
deferred until the accumulated Net Cash Proceeds from Asset Sales not applied as
set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceed $10,000,000
and that each Asset Sale Offer shall remain open for 20 Business Days or such
longer period as may be required by law following its commencement (the "Asset
Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company
shall apply the Asset Sale Offer Amount plus an amount equal to accrued and
unpaid interest and Liquidated Damages, if any, to the purchase of all
Indebtedness properly tendered in accordance with the provisions hereof (on a
pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all
Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued
interest and Liquidated Damages, if any). To the extent that the aggregate
amount of Notes and such other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use
any remaining Net Cash Proceeds for general corporate purposes as otherwise
permitted by the Indenture and following the consummation of each Asset Sale
Offer the Excess Proceeds amount shall be reset to zero.

            8. 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, it 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.

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

            10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Notes, the Guarantees, the Collateral Agreements and the
Intercreditor Agreement may be amended or supplemented with the consent of the
Holders of not less than a majority in aggregate principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture, the Notes, the Guarantees, the Collateral Agreements and the
Intercreditor Agreement may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture, the Notes, the Guarantees,
the Collateral Agreements and the Intercreditor Agreement may be amended or
supplemented
<PAGE>
(a) to cure any ambiguity, defect or inconsistency, (b) to add to the covenants
of the Company or the Guarantors for the benefit of the Holders, or to surrender
any right or power conferred upon the Company or the Guarantors by the Indenture
or herein or make any other change that does not materially adversely affect the
rights of any Holder; (c) to provide for additional Collateral for or additional
Guarantors of the Notes; (d) to evidence the succession of another Person to the
Company, and the assumption by any such successor of the obligations of the
Company, herein and in the Indenture in accordance with the terms of the
Indenture; (e) to comply with the TIA; (f) to evidence the succession of another
corporation to any Guarantor and assumption by any such successor of the
Guarantee of such Guarantor pursuant to the Indenture; (g) to evidence the
release of any Guarantor; (h) to evidence and provide for the acceptance of
appointment of a successor Trustee with respect to the Notes; (i) in any other
case where a supplemental indenture, or an amendment, supplement or modification
to any Collateral Agreement or the Intercreditor Agreement, is required or
permitted to be entered into pursuant to the provisions of the Indenture without
the consent of any Holder; or (j) to provide for the issuance and authorization
of the Exchange Notes.

            11. Defaults and Remedies. The Indenture provides that each of the
following constitutes an Event of Default:

            (i) the Company's failure to pay any installment of interest (or
Liquidated Damages, if any) on the Notes as and when the same becomes due and
payable and the continuance of any such failure for 30 days;

            (ii) the Company's failure to pay all or any part of the principal
of, or premium, if any, on the Notes when and as the same becomes due and
payable at maturity, redemption, by acceleration or otherwise, including,
without limitation, payment of the Change of Control Purchase Price or the Asset
Sale Offer Price on Notes validly tendered and not properly withdrawn pursuant
to a Change of Control Offer or Asset Sale Offer, as applicable;

            (iii) the Company's failure or the failure by any of its
Subsidiaries to observe or perform any other covenant or agreement contained in
the Notes, the Indenture or the Collateral Agreements and, except for the
provisions under Sections 4.3 and 4.14 and Articles V and X of the Indenture,
the continuance of such failure for a period of 60 days after written notice is
given to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes outstanding;

            (iv) a decree, judgment, or order by a court of competent
jurisdiction shall have been entered adjudicating the Company or any of its
Significant Subsidiaries as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization of the Company or any of its Significant
Subsidiaries under any bankruptcy or similar law, and such decree or order shall
have continued undischarged and unstayed for a period of 60 days; or a decree,
judgment or order of a court of competent jurisdiction appointing a receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency for the Company,
any of its Significant Subsidiaries, or any substantial part of the property of
any such Person, or for the
<PAGE>
winding up or liquidation of the affairs of any such Person, shall have been
entered, and such decree, judgment, or order shall have remained in force
undischarged and unstayed for a period of 60 days;

            (v) the Company or any of its Significant Subsidiaries shall
institute proceedings to be adjudicated a voluntary bankrupt, or shall consent
to the filing of a bankruptcy proceeding against it, or shall file a petition or
answer or consent seeking reorganization under any bankruptcy or similar law or
similar statute, or shall consent to the filing of any such petition, or shall
consent to the appointment of a custodian, receiver, liquidator, trustee, or
assignee in bankruptcy or insolvency of it or any substantial part of its assets
or property, or shall make a general assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become
due, or take any corporate action in furtherance of any of the foregoing;

            (vi) a default in the Company's Indebtedness or the Indebtedness of
any of its Subsidiaries with an aggregate amount outstanding in excess of
$10,000,000 (a) resulting from the failure to pay principal of such Indebtedness
at maturity (after notice and the lapse of any applicable grace period provided
in such Indebtedness) or (b) as a result of which the maturity of such
Indebtedness has been accelerated prior to its stated maturity;

            (vii) unsatisfied judgments not covered by insurance aggregating in
excess of $5,000,000 at any one time rendered against the Company or any of its
Subsidiaries and not stayed, bonded or discharged within 60 days after such
judgment became final and nonappealable;

            (viii) any Guarantee of a Guarantor ceases to be in full force and
effect or becomes unenforceable or invalid or is declared null and void or any
Guarantor denies or disaffirms its obligations under its Guarantee (other than
in accordance with the terms of the Guarantee); and

            (ix) any of the Collateral Agreements cease under any circumstances
to create a valid, enforceable Lien on the assets purported to be pledged
thereunder, other than as permitted under Section 11.9 of the Indenture.

            12. 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.

            13. No Recourse Against Others. No direct or indirect stockholder,
employee, officer or director, as such, past, present or future, of the Company
or any Guarantor, or any successor entity, shall have any personal liability in
respect of the obligations of the Company or the Guarantors under the Notes, the
Guarantees, the Registration Rights Agreement, the Collateral Agreements or the
Indenture solely by reason of his or its status as such stockholder, employee,
officer or director; provided, that this Section 13 shall in no way limit the
obligation of any Guarantor pursuant to any Guarantee
<PAGE>
of the Notes. Each Securityholder 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.

            14. Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

            15. 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).

            16. Additional Rights of Holders of Transfer Restricted Notes.(7) In
addition to the rights provided to Holders of Notes under the Indenture, Holders
of Transfer Restricted Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of the date of the Indenture, among the
Company, the Guarantors and the Initial Purchaser (the "Registration Rights
Agreement").

            17. 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 correctness 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, and any such redemption shall not
be affected by any defect in or omission of such numbers.

            18. Notation of Guarantee. As more fully set forth in the Indenture,
each of the Guarantors from time to time, in accordance with the provisions of
the Indenture, shall irrevocably and unconditionally and jointly and severally
guarantee, in accordance with Article XI of the Indenture, to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, that: (a) the principal of, and premium, if any,
Liquidated Damages, if any, and interest on the Notes will be paid on a senior
basis in full when due, whether at the Maturity Date or Interest Payment Date,
by acceleration, call for redemption, upon a Change of Control Offer, upon an
Asset Sale Offer or otherwise; (b) all other obligations of the Company to the
Holders or the Trustee under the Indenture or under the Notes will be promptly
paid in full or performed, all in accordance with the terms of the Indenture and
the Notes; and (c) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration, call for redemption, upon a Change of
Control Offer, upon an Asset Sale Offer or otherwise.

            When a successor assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor will be released from those
obligations.


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

(7)  To be included only on Transfer Restricted Notes.
<PAGE>
            19. Collateral. The due and punctual payment of the principal and
premium, if any, of, and interest (and Liquidated Damages, if any) on, the Notes
when and as the same shall become due and payable, whether on an Interest
Payment Date, at the Stated Maturity, by acceleration, repurchase, redemption or
otherwise, interest on the overdue principal of and interest (to the extent
permitted by law), if any, on the Notes and performance of all other obligations
under the Indenture, the Notes, the Guarantees, the Collateral Agreements and
the Registration Rights Agreement, shall be secured as provided in the
Indenture, the Collateral Agreements and the Intercreditor Agreement.

            20. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND RULE 327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.

            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:

                  Penton Media, Inc.
                  1300 East 9th Street
                  Cleveland, Ohio  44114
                  Attention:  Chief Financial Officer
                  Telephone No.: (216) 696-0836
<PAGE>
                                ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (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*



________________________________________________________________________________



*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.14 or 10.1 of the Indenture, check the box below:

                 [ ] Section 4.14               [ ] Section 10.1


      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.14 or Section 10.1 of the Indenture, state the
amount you elect to have purchased (in denominations of $1,000 only, except if
you have elected to have all of your Notes purchased): $___________

Date:______________________      Your Signature:__________________________
                                 (Sign exactly as your name appears on the
                                 Note)



                                        Tax Identification No.:______________
Signature Guarantee*



________________________________________________________________________________










*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.
<PAGE>
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(8)



       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 of           Signature of
                        Amount of decrease in    Amount of increase in          this Global Note        authorized officer of
                         Principal Amount of      Principal Amount of       following such decrease     Trustee or Securities
Date of Exchange           this Global Note         this Global Note             (or increase)                Custodian
----------------           ----------------         ----------------             -------------                ---------
<S>                     <C>                      <C>                        <C>                          <C>




</TABLE>



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

(8) This should be included only if the Note is issued in global form.
<PAGE>
                                    GUARANTEE

            The Guarantors listed below (hereinafter referred to as the
"Guarantors," which term includes any successors or assigns under the Indenture,
dated the date hereof, among the Guarantors, the Company (defined below) and
U.S. Bank National Association, as trustee (the "Indenture") and any additional
Guarantors), jointly and severally, irrevocably and unconditionally guarantee,
in accordance with Sections 11.1, 11.2, 11.3 and 11.4 of the Indenture: (i) the
payment of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on the 11-7/8% Senior Secured Notes due 2007 (the "Notes") of
Penton Media, Inc., a Delaware corporation (the "Company"), whether at the
Maturity Date, or Interest Payment Date, by acceleration, call for redemption,
upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (ii) the
prompt payment or performance of all other obligations of the Company to the
Holders or the Trustee under the Indenture and the Notes, all in accordance with
the terms set forth in Sections 11.1, 11.2, 11.3 and 11.4 of the Indenture;
(iii) 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 maturity, by acceleration, call for redemption, upon a Change of Control
Offer, upon an Asset Sale Offer or otherwise; and (iv) the payment of any and
all costs and expenses (including attorneys' fees) incurred by the Trustee in
enforcing any rights under this Guarantee.

            The obligations of each Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Sections
11.1, 11.2, 11.3 and 11.4 of the Indenture and reference is hereby made to such
Indenture for the precise terms of this Guarantee.

            No direct or indirect stockholder, employee, officer or director, as
such, past, present or future, of any of the Guarantors, or any successor
entity, shall have any personal liability in respect of the obligations of any
of the Guarantors under the Guarantees or the Indenture solely by reason of his
or its status as such stockholder, employee, officer or director; provided, that
this provision shall in no way limit the obligation of any Guarantor pursuant to
this Guarantee.

            This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Guarantor and its successors and assigns
until full and final payment of all of the Company's obligations under the Notes
and Indenture or until released or legally defeased in accordance with the
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all
<PAGE>
subject to the terms and conditions hereof. This is a Guarantee of payment and
not of collectibility.

            This Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

            The obligations of each Guarantor under its Guarantee shall be
limited to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law.

            THE TERMS OF SECTIONS 11.1, 11.2, 11.3 AND 11.4 OF THE INDENTURE ARE
INCORPORATED HEREIN BY REFERENCE.


            Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
<PAGE>
            IN WITNESS WHEREOF, each of the Guarantors has caused this
instrument to be duly executed.

Dated:  March __, 2002



                                  STARDUST.COM

                                  By:_____________________________
                                      Name:
                                      Title:

                                  PTS DELAWARE, INC.


                                  By:_____________________________
                                     Name:
                                     Title:

                                  INTERNET WORLD MEDIA, INC.


                                  By:_____________________________
                                      Name:
                                      Title:

                                  STREAMING MEDIA, INC.


                                  By:_____________________________
                                      Name:
                                      Title:

                                  TECH CONFERENCES, INC.


                                  By:_____________________________
                                      Name:
                                      Title:
<PAGE>
                                  HEALTHWELL.COM, INC.


                                  By:_____________________________
                                      Name:
                                      Title:


                                  DONOHUE MEEHAN PUBLISHING COMPANY


                                  By:_____________________________
                                      Name:
                                      Title:


                                  DUKE INVESTMENTS, INC.


                                  By:_____________________________
                                      Name:
                                      Title:


                                  DUKE COMMUNICATIONS INTERNATIONAL,
                                  INC.

                                  By:_____________________________
                                      Name:
                                      Title:


                                  ONE, INC.


                                  By:_____________________________
                                      Name:
                                      Title:


                                  BOARDWATCH, INCORPORATED


                                  By:_____________________________
                                      Name:
                                      Title:
<PAGE>
                                  PENTON INTERNET, INC.


                                  By:_____________________________
                                      Name:
                                      Title:

<PAGE>

                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER


Penton Media, Inc.
1300 East 9th Street
Cleveland, Ohio  44114
Attention:  Chief Financial Officer


U.S. Bank National Association
180 East Fifth Street
St.  Paul, MN 55101
Attention: Corporate Trust Department

         Re:  11 7/8% Senior Secured Notes due 2007

Ladies and Gentlemen:


         Reference is hereby made to the Indenture, dated as of March 28, 2002
(the "Indenture"), among Penton Media, Inc., as issuer (the "Company"), the
Guarantors party thereto and U.S. Bank National Association, 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[s] in such Note[s] specified in Annex A hereto,
in the principal amount of $___________ in such Note[s] or interest[s] (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 United States 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
<PAGE>
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 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 Distribution Compliance 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 the
Initial Purchaser) and the interest transferred will be held immediately
thereafter through Euroclear or Clearstream. 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 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 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
<PAGE>
         (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 Note and the requirements of the
         exemption claimed, which certification is supported by (1) a
         certificate executed by the Transferee in a form of Exhibit D to the
         Indenture and (2) if such Transfer is in respect of a principal amount
         of Notes at the time of transfer of less than $250,000, an Opinion of
         Counsel provided by the Transferor or the Transferee (a copy of which
         the Transferor has attached to this certification and provided to the
         Company, which has confirmed its acceptability), 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 Definitive Note will be subject to the restrictions
         on transfer enumerated in the Private Placement Legend printed on the
         Definitive Notes and in the Indenture and the Securities Act.


4.       [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a)       [ ]      CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities 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 and the Securities
Act.

         (b)       [ ]      CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i)
The Transfer is
<PAGE>
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 and the Securities
Act.

         (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.
<PAGE>
This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.


                                             Dated:
-------------------------------

-------------------------------
[Insert Name of Transferor]



By:
   ----------------------------
   Name:
   Title:
<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 709668AC1), or


                  (ii)     [ ]      Regulation S Global Note (CUSIP U7100AB7, 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 709668AC1), or


                  (ii)     [ ]     Regulation S Global Note (CUSIP U7100AB7), or


                  (iii)    [ ]     Unrestricted Global Note (CUSIP ); or


         (b)      [ ]      a Restricted Definitive Note; or


         (c)      [ ]      an Unrestricted Definitive Note,


in accordance with the terms of the Indenture.
<PAGE>
                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE


Penton Media, Inc.
1300 East 9th Street
Cleveland, Ohio  44114
Attention: Chief Financial Officer


U.S. Bank National Association
180 East Fifth Street
St. Paul, MN  55101
Attention: Corporate Trust Department

         Re:  11 7/8% Senior Secured Notes due 2007

Ladies and Gentlemen:


                  Reference is hereby made to the Indenture, dated as of March
28, 2002 (the "Indenture"), by and among Penton Media, Inc., as issuer (the
"Company"), the Guarantors party thereto and U.S. Bank National Association, 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[s] in such Note[s] specified herein, in the principal amount
of $____________ in such Note[s] or interest[s] (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 United States Securities Act of 1933, as amended (the
"Securities Act"), (iii) the restric-
<PAGE>
tions 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 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
<PAGE>
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 or [ ]Regulation S
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.
<PAGE>
This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.



-------------------------------
[Insert Name of Owner]




By:
   ----------------------------
   Name:
   Title:



Dated
      -----------------
<PAGE>
                                    EXHIBIT D
                       FORM OF CERTIFICATE FROM ACQUIRING
                        INSTITUTIONAL ACCREDITED INVESTOR


Penton Media, Inc.
1300 East 9th Street
Cleveland, Ohio  44114
Attention: Chief Financial Officer


U.S. Bank National Association
180 East Fifth Street
St. Paul, MN  55101
Attention: Corporate Trust Department


         Re:  11 7/8% Senior Secured Notes due 2007

Ladies and Gentlemen:


                  Reference is hereby made to the Indenture, dated as of March
28, 2002 (the "Indenture"), by and among Penton Media, Inc., as issuer (the
"Company"), the Guarantors party thereto and U.S. Bank National Association, 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 United States
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 (1) in the United States
<PAGE>
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, (2) outside the United States in an
offshore transaction in accordance with Rule 904 under the Securities Act, (3)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144 thereunder (if available) or (4) pursuant to an effective registration
statement under the Securities Act, in each of cases (1) through (4) in
accordance with any applicable securities laws of any state of the United
States, and we further agree to notify any purchaser of the Notes from us of the
resale restrictions referred to above.

                  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. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through the Initial Purchaser.

                  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.
<PAGE>
                  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.



                                           Dated:                   ,
------------------------------------             -------------------  ----
[Insert Name of Accredited Investor]




By:
   ---------------------------------
Name:
Title:
<PAGE>
                                    EXHIBIT E
                     FORM OF PLEDGE AND SECURITY AGREEMENT


















                                      E-1
<PAGE>
                                    EXHIBIT F
                        FORM OF INTERCREDITOR AGREEMENT

















                                      F-1